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PREDICTIVE DISCOVERY LIMITED — Proxy Solicitation & Information Statement 2025
Nov 13, 2025
65537_rns_2025-11-13_9be33a50-247b-4a19-b83a-969e09b519c5.pdf
Proxy Solicitation & Information Statement
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ROBEX RESOURCES INC.
Edifice Le Delta 1 2875 Laurier Boulevard, D1-1000 Québec, QC G1V 2M2
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE is hereby given that a special meeting (the “ Meeting ”) of the holders (“ Robex Shareholders ”) of common shares (“ Robex Shares ”) of Robex Resources Inc. (the “ Corporation ” or “ Robex ”) will be held virtually, via live video webcast, on December 15, 2025 at 8:00 a.m. (Eastern Time) (9:00 p.m. Australian Western Standard Time):
- to consider, pursuant to an interim order of the Superior Court of Québec dated November 11, 2025 (the “ Interim Order ”), and, if thought advisable, to pass, with or without amendment, a special resolution (the “ Arrangement Resolution ”) of Robex Shareholders, the full text of which is set forth in Appendix B to the accompanying management information circular (the “ Circular ”), to approve a statutory plan of arrangement (the “ Plan of Arrangement ”) under Chapter XVI – Division II of the Business Corporations Act (Québec) (the “ QBCA ”) (the “ Arrangement ”), pursuant to which Predictive Discovery Limited will indirectly, through 9548-5991 Québec Inc. (“ Acquireco ”), acquire all of the issued and outstanding common shares of the Corporation, subject to the terms and conditions of an arrangement agreement (the “ Arrangement Agreement ”) dated October 5, 2025 entered into among Robex, Predictive Discovery Limited. (“ Predictive ”) and Acquireco, as more particularly described in the Circular.
Holders of Robex Shares of record at 5:00 p.m. (Eastern Time) on November 3, 2025 (6:00 a.m. Australian Western Standard Time on November 4, 2025) (the “ Record Date ”), are entitled to receive this Notice of Special Meeting and Notice of Availability of Proxy Materials (the “ Notice of Meeting ”) and will be entitled to vote at the Meeting. As of the Record Date, 275,242,925 Robex Shares were issued and outstanding. Each Robex Shareholder is entitled to cast one (1) vote per Robex Share held.
Holders of Robex CHESS Depositary Interests (“ Robex CDIs ”) of record at 5:00 p.m. (Eastern Time) on November 3, 2025 (6:00 a.m. Australian Western Standard Time on November 4, 2025) (the “ Robex CDI Holders ”) may vote the Robex Shares underlying their CDIs through our CDI Depositary, CHESS Depositary Nominees Pty Limited, a wholly owned subsidiary of ASX Limited (“ CDN ”). Each Robex CDI Holder as of the time on the Record Date above may instruct and direct CDN to vote on behalf of such Robex CDI Holder at the Meeting online, by post or by fax (see below). As of November 3, 2025, 75,212,830 Robex CDIs are on issue. Each (1) Robex CDI entitles the Robex CDI Holder to one (1) vote representing an underlying Robex Share. As the holders of Robex CDIs are not the legal registered owners of Robex Shares, CDN is entitled to vote at the Meeting on the instructions of Robex CDI Holders and CDN is required to follow the voting instructions properly received from Robex CDI Holders. If a Robex CDI Holder holds its interest in Robex CDIs through a broker, dealer or other intermediary, it will need to follow the instructions of its intermediary. Robex CDI Holders should refer to Frequently Asked Questions – How Do I Vote My Robex Shares or Robex CDIs? for further instructions on how to vote their underlying Robex Shares.
All Robex Shareholders are invited to register their vote according to the instructions received. To be valid, the proxy form must be received by the Corporation’s transfer agent, Computershare Investor Services Inc. (“ Computershare ”) by Internet, telephone or mail at their Toronto office, 320 Bay St., 14[th] Floor, Toronto, Ontario, M5H 4A6 no later than 5:00 p.m. (Eastern Time) on December 11, 2025 (6:00 a.m. Australian Western Standard Time on December 12, 2025), or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting resumes. Beneficial Robex Shareholders
must submit their voting instruction form to their intermediary in advance to ensure their intermediary can vote by the cut-off. The chair of the Meeting may waive or extend the proxy cut-off without notice.
All Robex CDI Holders of the Corporation are invited to register their vote prior to the Meeting by using the details on their CDI Voting Instruction Form. The CDI Voting Instruction Form must be received by the Corporation’s CDI register, Computershare Investor Services Pty Limited (“ Computershare Australia ”) by Internet at www.investorvote.com.au, by post to GPO Box 242, Melbourne, Victoria, 3001, Australia or by fax to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia), no later than 8:00 p.m. (Eastern Time) on December 9, 2025 (9:00 a.m. Australian Western Standard Time on December 10, 2025), or, if the Meeting is adjourned or postponed, two (2) business days prior to the date that proxies are due.
If Robex CDI Holders have any questions regarding their Robex CDIs, please contact Computershare Investor Services Pty Limited at the following numbers:
1300 850 505 (within Australia); or
+61 3 9415 4000 (outside Australia).
The Corporation attaches great importance to the participation at the Meeting of the Robex Shareholders and Robex CDI Holders. Please ensure that the right to vote your Robex Shares is exercised at the Meeting and that you have reviewed the Circular and other proxy materials before voting. Robex CDI Holders, please ensure that you also review Frequently Asked Questions – How Do I Vote My Robex Shares or Robex CDIs? and the CDI Voting Instruction Form.
If you have any question or need assistance with voting, please call Laurel Hill Advisory Group, the Corporation’s proxy solicitation agent and shareholder communications advisor. Robex Shareholders in the U.S. and Canada may call Laurel Hill toll-free at 1-877-452-7184 , (1-416-304-0211 for shareholders outside of North America and Australia) and Robex CDI Holders can contact Laurel Hill 1-800-861-409. Alternatively, Robex Shareholders and Robex CDI Holders can contact Laurel Hill by email at [email protected].
The Meeting will be deemed to be held at the Corporation’s head office located at Edifice Le Delta 1, 2875 Laurier Boulevard, D1-1000, Québec, QC, Canada G1V 2M2; however, the Meeting will be held in a virtual setting. To participate, you must register online at www.icastpro.ca/q04g09 (English) or www.icastpro.ca/hzwy58 (French) by 5:00 p.m. (Eastern Time) on December 10, 2025 (6:00 a.m. Australian Western Standard Time on December 11, 2025), at the latest . On the day of the Meeting, you will be able to participate by using the live video webcast link that will have been emailed to you on December 12, 2025. The webcast will become available 15 minutes prior to the start of the Meeting.
Take notice that, pursuant to the Interim Order, each registered Robex Shareholder as of 5:00 p.m. (Eastern Time) on the Record Date has been granted the right to dissent in respect of the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of the Robex Shares in respect of which such registered Robex Shareholder validly dissents, in accordance with the dissent procedures contained in Chapter XIV of the QBCA, as modified and supplemented by the Interim Order, the Plan of Arrangement and any other order of the Court (as defined in the Circular). To exercise such right: (a) a written objection with respect to the Arrangement Resolution from the registered Robex Shareholder must be received by Osler, Hoskin & Harcourt LLP, 1000 De La Gauchetière Street West, Suite 1100, Montréal, QC H3B 4W5, Attention: Jean-Phillipe Bertrand, by no later than 4:00 p.m. (Eastern Time) on December 11, 2025, being two (2) business days prior to the date of the Meeting; (b) the registered Robex Shareholder must not have voted in favour of the Arrangement Resolution; and (c) the registered Robex Shareholder must have
otherwise complied with the dissent procedures in Chapter XIV of the QBCA, as modified and supplemented by the Interim Order, the Plan of Arrangement and any other order of the Court. The right to dissent is described in the Circular, and the text of each of the Plan of Arrangement, the Interim Order and Chapter XIV of the QBCA is set forth in Appendix C, Appendix D and Appendix G, respectively, to the Circular.
Non-Registered Robex Shareholders, including Robex CDI Holders, who wish to dissent should be aware that only Registered Robex Shareholders can dissent (i.e. Robex CDI Holders cannot dissent). It is strongly suggested that any Robex Shareholder wishing to dissent seek independent legal advice. Further information is set out in Part 11 of this Circular.
Failure to strictly comply with the dissent provisions of the QBCA, as modified and supplemented by the Interim Order, the Plan of Arrangement and any other order of the Court, may result in the loss of any right of dissent.
The Circular accompanying this Notice of Meeting is incorporated into, and shall be deemed to form part of, this Notice of Meeting.
DATED as of the 11th day of November, 2025.
By Order of the Robex Board
(signed) "Matthew Wilcox"
Matthew Wilcox Managing Director Robex Resources Inc.