Robex Announces Filing of Prospectus Supplement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE U.S.

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THE PROSPECTUS SUPPLEMENT, THE CORRESPONDING BASE SHELF PROSPECTUS AND ANY AMENDMENT TO THE DOCUMENTS ARE ACCESSIBLE THROUGH SEDAR+

QUEBEC CITY, Jan. 23, 2025 (GLOBE NEWSWIRE) — Robex Resources Inc. (TSXV: RBX) (“Robex” or the “Company”) is pleased to announce that it has filed a prospectus supplement (the “Supplement”) to its short form base shelf prospectus dated July 20, 2023 (the “Base Shelf Prospectus”) with respect to its previously announced “best efforts” public offering of 14,634,200 common shares of the Company (each, a “Common Shares”) at a price of $2.05 per Common Share for gross proceeds of $30,000,110 (the “Offering”). All currency amounts in this news release are stated in Canadian dollars, unless otherwise indicated.

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The Supplement has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. The Common Shares may also be offered by way of private placement in other jurisdictions outside of Canada, including the United States, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

The offering is led by SCP Resource Finance LP, as bookrunner and agent (the “Agent”).

The Company has granted the Agent an over-allotment option, exercisable in whole or in part at any time and from time to time, up to and including the date which is 30 days after the closing of the Offering, in the sole discretion of the Agent, to purchase from the treasury of the Company up to an additional number of Common Shares as is equal to 15% of the number of the Common Shares issued pursuant to the Offering, on the same terms as set forth above, to cover over-allotments, if any. The Offering is expected to close on or about January 29, 2025, and is subject to Robex receiving all necessary regulatory approvals, including the acceptance of the Offering by the TSX Venture Exchange (“TSXV”).

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The Company intends to mainly use the net proceeds from the Offering for the Kiniero Gold Project, in Guinea, to (i) advance the construction and engineering, and (ii) to continue the procurement of long lead items in line with the Company’s schedule for Q4 first pour. The remaining funds will be used for general and administrative as well as working capital.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Common Shares, in any jurisdiction in which such offer, solicitation or sale would be unlawful, including in the United States of America. Such securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

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Access to the Supplement, the corresponding Base Shelf Prospectus and any amendment thereto are provided in accordance with securities legislation relating to procedures for providing access to a base shelf prospectus, a prospectus supplement and any amendment thereto. The Supplement and the corresponding Base Shelf Prospectus are, and any amendment thereto, if any, will be, accessible on SEDAR+ at www.sedarplus.ca.

An electronic or paper copy of the Supplement and the corresponding Base Shelf Prospectus and any amendment to the documents, may be obtained, without charge, from SCP Resource Finance LP by email at [email protected] or phone at +1 416 637-2707. The Supplement, the corresponding Base Shelf Prospectus and any amendment thereto contain important detailed information about the Company and the proposed Offering. Prospective investors should read the Supplement, the corresponding Base Shelf Prospectus and the other documents the Company has filed on SEDAR+ before making an investment decision.

About Robex Resources Inc.

Robex is a multi-jurisdictional West African gold production and development company with near-term exploration potential. The Company is dedicated to safe, diverse and responsible operations in the countries in which it operates with a goal to foster sustainable growth. The Company has been operating the Nampala mine in Mali since 2017 and is advancing the Kiniero Gold Project in Guinea.

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Robex is supported by two strategic shareholders and has the ambition to become one of the most important mid-tier gold producers in West Africa.

For more information

ROBEX RESOURCES INC.

Matthew Wilcox, Managing Director and Chief Executive Officer
Alain William, Chief Financial Officer
+1 581 741-7421

Email: [email protected]
www.robexgold.com

FORWARD-LOOKING INFORMATION AND FORWARD-LOOKING STATEMENTS

Certain information set forth in this news release contains “forward‐looking statements” and “forward‐looking information” within the meaning of applicable Canadian securities legislation (referred to herein as “forward‐looking statements”). Forward-looking statements are included to provide information about Management’s current expectations and plans that allow investors and others to have a better understanding of the Company’s business plans and financial performance and condition.

Statements made in this news release that describe the Company’s or Management’s estimates, expectations, forecasts, objectives, predictions, projections of the future or strategies may be “forward-looking statements”, and can be identified by the use of the conditional or forward-looking terminology such as “aim”, “anticipate”, “assume”, “believe”, “can”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “guide”, “indication”, “intend”, “intention”, “likely”, “may”, “might”, “objective”, “opportunity”, “outlook”, “plan”, “potential”, “should”, “strategy”, “target”, “will” or “would” or the negative thereof or other variations thereon. Forward-looking statements also include any other statements that do not refer to historical facts. Such statements may include, but are not limited to, statements regarding: the quantum of the Offering; obtaining all necessary regulatory approvals, including the acceptance of the Offering by the TSXV and the timing thereof; the completion of the Offering and the timing thereof; the listing of the Common Shares on the TSXV; and the intended use of the net proceeds of the Offering.

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Forward-looking statements and forward-looking information are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such statements or information. There can be no assurance that such statements or information will prove to be accurate. Such statements and information are based on numerous assumptions, including: the Company’s ability to satisfy the conditions precedent to the closing of the Offering, including the satisfaction of customary due diligence and obtaining all necessary regulatory approvals and the timing thereof (including the acceptance of the Offering by the TSXV and the listing of the Common Shares on the TSXV); the availability of the net proceeds of the Offering in time for their intended use; and general economic and financial conditions in Canada and the other jurisdictions where the Company intends to distribute securities in connection with the Offering.

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Certain important factors could cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements including, but not limited to: delays in obtaining all necessary regulatory approvals and the timing thereof (including the acceptance of the Offering by the TSXV and the listing of the Common Shares on the TSXV); instability in the general economic and financial conditions in Canada and the other jurisdictions where the Company intends to distribute securities in connection with the Offering; fluctuations in currency exchange rates; volatility in the market price of the Company’s shares; and changes in tax laws. See also the “Risk Factors” section of the Company’s Annual Information Form for the year ended December 31, 2023, available under the Company’s profile on SEDAR+ at www.sedarplus.ca or on the Company’s website at www.robexgold.com, for additional information on risk factors that could cause results to differ materially from forward-looking statements. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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Although the Company believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. These factors are not intended to represent a complete and exhaustive list of the factors that could affect the Company; however, they should be considered carefully. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information.

The Company undertakes no obligation to update forward-looking information if circumstances or Management’s estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding the Company’s expected financial and operational performance and results as at and for the periods ended on the dates presented in the Company’s plans and objectives, and may not be appropriate for other purposes.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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