Robex Resources Inc.

This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirement is available.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Executive Officer of Robex Resources Inc. at Édifice Le Delta 1, 2875 Laurier Boulevard, Suite 1000, Québec, Québec, G1V 2M2, (telephone: 581-741-7421), and are also available electronically on the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators at www.sedar.com.

SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering

July 20, 2023

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$250,000,000

Common Shares Preferred Shares Debt Securities Warrants Subscription Receipts Units

Robex Resources Inc. (“ Robex ” or the “ Company ”) may offer, issue and sell, as applicable, from time to time, the following securities: (i) common shares (“ Common Shares ”); (ii) preferred shares (“ Preferred Shares ”); (iii) debt securities (including any bonds, debentures, notes or other evidences of indebtedness of any kind, nature or description) (“ Debt Securities ”); (iv) warrants (“ Warrants ”) to acquire any of the other securities that are described in this short form base shelf prospectus (the “ Prospectus ”); (v) subscription receipts (“ Subscription Receipts ”) to acquire any of the other securities that are described in this Prospectus; and (vi) units (“ Units ”) comprised of one or more of any of the other securities that are described in this Prospectus, or any combination of such securities (all of the foregoing collectively, the “ Securities ” and individually, a “ Security ”), for up to an aggregate offering price of $250,000,000 (or the equivalent thereof in one or more foreign currencies or composite currencies, including United States Dollars), in one or more transactions, during the 25-month period that this Prospectus, including any amendments hereto, remains effective. We will provide the specific terms of any offering of Securities, including the specific terms of the Securities with respect to a particular offering and the terms of such offering, in one or more prospectus supplements (each a “ Prospectus Supplement ”) to this Prospectus. The Securities may be offered separately or together or in any combination, and as separate series. One or more securityholders of the Company may also offer and sell Securities under this Prospectus. See “SELLING SECURITYHOLDERS”.

All information permitted under applicable securities legislation to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this

Prospectus. For the purposes of applicable securities laws, each Prospectus Supplement will be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which that Prospectus Supplement pertains. You should read this Prospectus and any applicable Prospectus Supplement carefully before you invest in any Securities offered pursuant to this Prospectus.

All currency amounts in this Prospectus are stated in Canadian dollars, unless otherwise indicated . For Securities issued in other than Canadian currency, potential purchasers should be aware that foreign exchange fluctuations are likely to occur from time to time and that the Company does not make any representation with respect to currency values from time to time. Investors should consult their own advisors with respect to the potential risk of currency fluctuations.

The Common Shares of the Company are listed and posted for trading on the TSX Venture Exchange (the “ TSX-V ”) under the symbol “RBX” and also trade on the OTC Market in the United States under the symbol “RSRBF” and on the Börse Frankfurt (Frankfurt Stock Exchange) in Germany under the symbol “RB4”. On July 19, 2023, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX-V was $0.32. Unless otherwise specified in the applicable Prospectus Supplement, Securities other than the Common Shares will not be listed on any stock exchange or quotation system. There is currently no market through which such Securities other than the Common Shares may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus and the Prospectus Supplement relating to such Securities. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation.

The Securities may be offered and sold pursuant to this Prospectus through underwriters or dealers and by the Company directly pursuant to applicable statutory exemptions, or through agents designated from time to time at amounts and prices and other terms determined by the Company or any selling securityholders. This prospectus may qualify an “at-the-market distribution”, as defined in National Instrument 44-102 – Shelf Distributions . In connection with any underwritten offering of Securities other than an “at-the-market distribution”, unless otherwise specified in the relevant Prospectus Supplement, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at levels other than those that might otherwise prevail on the open market. Such transactions, if commenced, may be commenced, interrupted or discontinued at any time. The applicable Prospectus Supplement will identify each underwriter, dealer, agent or selling securityholder, as the case may be, involved in the offering and sale of those Securities, and will also set forth the terms of the offering of such Securities, the method of distribution of such Securities, including, to the extent applicable, the proceeds to the Company, and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. No underwriter or dealer involved in an “at-the-market distribution” under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities. See “PLAN OF DISTRIBUTION”.

Purchasers of Securities should be aware that the acquisition of Securities may have tax consequences. This Prospectus does not discuss Canadian or other tax consequences and any such tax consequences may not be described fully in any applicable Prospectus Supplement with respect to a particular offering of Securities. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

Messrs. Georges Cohen, Benjamin Cohen and Julien Cohen, three directors and officers of the Company, Messrs. Gérard De Hert and Thomas Lagrée, two directors of the Company, and Messrs. Aurélien Bonneviot and Alain William, two officers of the Company, reside outside of Canada and have each appointed Robex Resources Inc., at Édifice Le Delta 1, 2875 Laurier Boulevard, Suite 1000, Québec, Québec, Canada, G1V 2M2, as agent for service of process. Messrs. Ingvar Kirchner, Alan Turner, Nicholas Szebor, Dan Tucker, Adriano Carneiro, Guy Wiid, Antoine Berton, Jody Thompson, Faan Coetzee, Denis Boivin and Andrew De Klerk, each a “qualified person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”) who has prepared or supervised the preparation of certain scientific and technical information contained or incorporated by reference in this Prospectus, also reside outside of Canada. Purchasers are advised that it may not be possible for

investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or that resides outside of Canada, even if the party has appointed an agent for service of process. See “ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS”.

An investment in Securities involves significant risks that should be carefully considered by prospective investors before purchasing Securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, should be carefully reviewed and considered by prospective investors in connection with any investment in Securities. See “RISK FACTORS”.

No underwriter has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.

The Company’s head office and its registered and records office are located at Édifice Le Delta 1, 2875 Laurier Boulevard, Suite 1000, Québec, Québec, G1V 2M2. The Company’s telephone number is 581-7417421.

Page ABOUT THIS PROSPECTUS ....................................................................................................................... 5 MEANING OF CERTAIN REFERENCES ..................................................................................................... 5 CAUTION REGARDING FORWARD-LOOKING STATEMENTS ................................................................ 5 DOCUMENTS INCORPORATED BY REFERENCE .................................................................................... 7 TECHNICAL INFORMATION........................................................................................................................ 9 TRADEMARKS AND TRADE NAMES ......................................................................................................... 9 ROBEX RESOURCES INC........................................................................................................................... 9 SUMMARY OF MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES .................................... 10 CONSOLIDATED CAPITALIZATION ......................................................................................................... 36 DESCRIPTION OF SECURITIES ............................................................................................................... 37 EARNINGS COVERAGE RATIOS ............................................................................................................. 42 PLAN OF DISTRIBUTION .......................................................................................................................... 42 TRADING PRICE AND VOLUME OF THE COMPANY’S SECURITIES ................................................... 44 PRIOR SALES ............................................................................................................................................ 44 TAX CONSIDERATIONS ............................................................................................................................ 44 RISK FACTORS .......................................................................................................................................... 44 SELLING SECURITYHOLDERS ................................................................................................................ 45 USE OF PROCEEDS .................................................................................................................................. 45 ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS ...................................................... 46 INTEREST OF EXPERTS ........................................................................................................................... 46 LEGAL MATTERS ...................................................................................................................................... 46 AUDITORS AND TRANSFER AGENT AND REGISTRAR ........................................................................ 47 PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ..................................... 47 CERTIFICATE OF THE CORPORATION ................................................................................................ C-1

ABOUT THIS PROSPECTUS

Readers should rely only on the information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. We have not authorized anyone to provide readers with information different from that contained in this Prospectus (or incorporated by reference herein). We take no responsibility for, and can provide no assurance as to, the reliability of any other information that others may give readers of this Prospectus. We are not making an offer of Securities in any jurisdiction where the offer is not permitted. Readers are required to inform themselves about, and to observe any restrictions relating to, any offer of Securities and the possession or distribution of this Prospectus and any applicable Prospectus Supplement.

Readers should not assume that the information contained or incorporated by reference in this Prospectus is accurate as of any date other than the date of this Prospectus or the respective dates of the documents incorporated by reference herein, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus, any Prospectus Supplement and the documents incorporated by reference herein and therein are accurate only as of their respective dates. The business, financial condition, operating results and future prospects of the Company may have changed since those dates.

This Prospectus shall not be used by anyone for any purpose other than in connection with an offering of Securities in compliance with applicable securities laws. We do not undertake to update the information contained or incorporated by reference herein, including any Prospectus Supplement, except as required by applicable securities laws. Information contained on, or otherwise accessed through, our website shall not be deemed to be a part of this Prospectus and such information is not incorporated by reference herein.

MEANING OF CERTAIN REFERENCES

In this Prospectus, references to “Robex”, the “Company”, “we” and “our” refer, depending on the context, either to Robex Resources Inc. and all or some of its subsidiaries or limited partnerships, or to Robex Resources Inc. or one or more of its subsidiaries.

FINANCIAL INFORMATION

The Company’s annual financial statements that are incorporated by reference into this Prospectus have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and are presented in Canadian dollars.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus and the documents incorporated by reference herein may contain “forwardlooking information” or “forward-looking statements” within the meaning of applicable Canadian securities legislation (“ forward-looking statements ”). Forward-looking statements are included to provide information about management’s current expectations and plans that allows investors and others to have a better understanding of the Company’s business plans and financial performance and condition.

Statements made in this Prospectus and the documents incorporated by reference herein 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”, “budget”, “can”, “commitment”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “guide”, “indication”, “intend”, “intention”, “likely”, “may”, “might”, “objective”, “opportunity”, “outlook”, “plan”, “potential”, “predict”, “prospect”, “pursuit”, “schedule”, “seek”, “should”, “strategy”, “target”, “trend”, “vision”, “will” or “would” or the negative thereof or other variations thereon. Forwardlooking 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 terms of the Securities to be issued and the description thereof in the applicable Prospectus Supplement; the potential use of proceeds from the sale of the Securities; the perceived merit and further potential of the Company’s properties; the Company’s estimate of mineral resources and mineral reserves; capital expenditures and requirements; the Company’s access to financing; preliminary economic assessment and other development study results; exploration results at the Company’s properties; budgets; strategic

plans; market price of precious metals; the Company’s ability to successfully advance the Kiniero Project (as defined herein); work programs; permitting or other timelines; government regulations and relations; optimization of the Company’s mine plan; the Company’s ability to enter into definitive documentation in respect of the US$115 million project finance facility for the Kiniero Project, including a US$15 million cost overrun facility (the “ Facilities ”); timing of entering into definitive documentation for the Facilities; and if final documentation is entered into in respect of the Facilities, the drawdown of the proceeds of the Facilities, including the timing thereof.

Forward-looking statements 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, among other things, assumptions regarding: the filing of any potential prospectus supplement, the potential offering of any Securities by the Company; the Company’s ability to obtain applicable regulatory approval for any contemplated offerings; the Company’s ability to negotiate and complete future funding transactions; present and future business strategies; the Company’s estimate of mineral resources and mineral reserves; the ability to execute the Company’s plans relating to the Kiniero Project as may be set out in the Kiniero Project feasibility study, including the timing thereof; the Company’s ability to complete its planned exploration and development programs; the absence of adverse conditions at the Kiniero Project; the absence of unforeseen operational delays; the absence of material delays in obtaining necessary permits; the price of gold remaining at levels that render the Kiniero Project profitable; the Company’s ability to continue raising necessary capital to finance its operations; the local and global geopolitical and economic conditions and the environment in which the Company operates and will operate in the future; the Company’s ability to enter into definitive documentation for the Facilities on acceptable terms or at all, and to satisfy the conditions precedent to closing and advances thereunder (including satisfaction of remaining customary due diligence and other conditions and approvals); the assumption that board approval for the Facilities will be obtained; the Company’s ability to meet the deadlines for definitive documentation and first drawdown of funds; and the ability of the Nampala gold mine’s hybrid solar plant to reduce the Company’s carbon footprint and significantly reduce the mine’s energy costs.

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: geopolitical risks and security challenges associated with its operations in West Africa, including the Company’s inability to assert its rights and the possibility of civil unrest and civil disobedience; fluctuations in the price of gold; limitations as to the Company’s estimates of mineral reserves and mineral resources; the speculative nature of mineral exploration and development; the replacement of the Company’s depleted mineral reserves; the Company’s limited number of projects; the risk that the Kiniero Project will never reach the production stage (including due to a lack of financing) or that it will not reach the exploitation phase within the regulatory deadline; the Company’s ability to enter into definitive documentation for the Facilities on acceptable terms or at all; the Company’s ability to satisfy the conditions precedent to closing and advances thereunder (including satisfaction of remaining customary due diligence and other conditions and approvals); failure or delays to receive necessary approvals or otherwise satisfy the conditions to the completion of the Facilities; the Company’s capital requirements and access to funding; changes in legislation, regulations and accounting standards to which the Company is subject, including environmental, health and safety standards, and the impact of such legislation, regulations and standards on the Company’s activities; equity interests and royalty payments payable to third parties; price volatility and availability of commodities; instability in the global financial system; the effects of high inflation, such as higher commodity prices; fluctuations in currency exchange rates; the risk of any pending or future litigation against the Company; limitations on transactions between the Company and its foreign subsidiaries; the risk that the share consolidation of the Company’s shares is not approved and, even if it is, that it fails to increase the liquidity of the Company’s common shares; volatility in the market price of the Company’s shares; tax risks, including changes in taxation laws or assessments on the Company; the Company obtaining and maintaining titles to property as well as the permits and licenses required for the Company’s ongoing operations; the effects of public health crises, such as the ongoing COVID-19 pandemic, on the Company’s activities; the Company’s relations with its employees and other stakeholders, including local governments and communities in the countries in

which it operates; the risk of any violations of applicable anticorruption laws, export control regulations, economic sanction programs and related laws by the Company or its agents; the risk that the Company encounters conflicts with small-scale miners; competition with other mining companies; the Company’s dependence on third-party contractors; the Company’s reliance on key executives and highly skilled personnel; the Company’s access to adequate infrastructure; the risks associated with the Company’s potential liabilities regarding its tailings storage facilities; supply chain disruptions; hazards and risks normally associated with mineral exploration and gold mining development and production operations; problems related to weather and climate; the risk of information technology system failures and cybersecurity threats; the risk that the Company may not be able to insure against all the potential risks associated with its operations; and other risks detailed from time to time in any prospectus supplement, in documents incorporated by reference herein, in reports filed by the Company with securities regulators or in other documents that the Company makes public.

The foregoing list of risk factors is not exhaustive and other factors could also adversely affect our results. For a discussion of risk factors, please refer to the “Risk Factors” section of the Company’s AIF (as defined herein) and to the “Risks and Uncertainties” section of each of the Company’s 2022 MD&A and Q1 2023 MD&A (each as defined herein), all of which are available electronically on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com. All forward-looking statements contained in this Prospectus and the documents incorporated by reference herein are expressly qualified by this cautionary statement. See “RISK FACTORS”.

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 statements, 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 statements 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 any forward-looking statements 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 statements. The forward-looking statements contained in this Prospectus and the documents incorporated by reference herein are 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.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference into this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Executive Officer of Robex at Édifice Le Delta 1, 2875 Laurier Boulevard, Suite 1000, Québec, Québec, G1V 2M2, telephone: 581-741-7421, and are also available electronically on the Company’s profile on SEDAR at www.sedar.com.

The following documents that have been filed by the Company with the various securities commissions or similar authorities in each of the provinces and territories of Canada, are specifically incorporated by reference in, and form an integral part of, this Prospectus:

(a) the annual information form of the Company for the year ended December 31, 2022, dated April 28, 2023 (the “ AIF ”);
(b) the audited consolidated financial statements of the Company, including the notes thereto, as at and for the years ended December 31, 2022 and December 31, 2021, together with the independent auditor’s report thereon;
(c) the Company’s management’s discussion and analysis (“ MD&A ”) dated April 28, 2023 for the years ended December 31, 2022 and December 31, 2021 (the “ 2022 MD&A ”);
(d) the unaudited consolidated interim financial statements of the Company, including the notes thereto, as at and for the three-month periods ended March 31, 2023 and March 31, 2022;

(e) the Company’s MD&A dated May 30, 2023 for the three-month periods ended March 31, 2023 and March 31, 2022 (the “ Q1 2023 MD&A ”);
(f) the management information circular of the Company dated May 19, 2023 in connection with the annual meeting of shareholders of the Company held on June 29, 2023;
(g) the material change report of the Company dated June 16, 2023 in connection with the results of the feasibility study for the Kiniero Project (the “ MCR ”);
(h) the material change report of the Company dated April 13, 2023 in connection with certain management changes; and
(i) the material change report of the Company dated March 23, 2023 in connection with the signing of a US$ 35 million bridge loan with Taurus Mining Finance Fund No. 2, L.P. (“ Taurus ”).

Any document of the type required by National Instrument 44-101 – Short-Form Prospectus Distributions to be incorporated by reference into a short form prospectus, including any annual information forms, material change reports (excluding confidential material change reports), business acquisition reports, interim financial statements, annual financial statements (in each case, including any applicable exhibits containing updated earnings coverage information) and the independent auditor’s report thereon, MD&As and information circulars of the Company filed by the Company with securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the completion or withdrawal of any offering under this Prospectus shall be deemed to be incorporated by reference into this Prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Company and readers should review all information contained in this Prospectus, the applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference herein and therein.

A Prospectus Supplement containing the specific terms in respect of any Securities will be delivered, together with this Prospectus, to purchasers of such Securities and will be deemed incorporated in this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement, but only for the purposes of the distribution of the Securities to which such Prospectus Supplement pertains, unless otherwise expressly provided therein.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

Upon a new annual information form or new audited annual consolidated financial statements, together with the independent auditors’ report thereon and MD&A relating thereto, being filed by the Company with, and where required, accepted by, the applicable securities commissions or similar regulatory authorities during the period that this Prospectus is effective, the previous annual information form, the previous audited annual consolidated financial statements and related MD&A and all unaudited interim condensed consolidated financial statements and related MD&A, material change reports, information circulars, business acquisition reports and other disclosure documents filed prior to the commencement of the Company’s financial year in which the new annual information form or annual consolidated financial statements are filed shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon new interim condensed consolidated financial statements and the accompanying MD&A relating thereto being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, all interim condensed consolidated financial statements and the accompanying MD&As filed

prior to such new interim condensed consolidated financial statements and MD&As shall be deemed to no longer be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for an annual meeting of shareholders being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

References to our website in any documents that are incorporated by reference into this Prospectus and any Prospectus Supplement do not incorporate by reference the information on such website into this Prospectus or any Prospectus Supplement, and we disclaim any such incorporation by reference.

Any “template version” of “marketing materials” (as those terms are defined in National Instrument 41-101 – General Prospectus Requirements ) pertaining to a distribution of Securities filed after the date of a Prospectus Supplement and before termination of the distribution of Securities offered pursuant to such Prospectus Supplement will be deemed to be incorporated by reference into the Prospectus Supplement for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

TECHNICAL INFORMATION

The disclosure in this Prospectus (including in the documents incorporated by reference) of a scientific or technical nature for the Kiniero Project (as defined herein) and the Nampala Project (as defined herein), including disclosure of mineral reserves and resources, is based on the technical reports prepared for the Kiniero Project and the Nampala Project, respectively, in accordance with NI 43-101 and other information that has been prepared by or under the supervision of “qualified persons” (as such term is defined in NI 43-101) and included in this Prospectus with the consent of such persons. The technical reports have been filed on SEDAR and can be reviewed at www.sedar.com. Actual recoveries of mineral products may differ from reported mineral reserves and resources due to inherent uncertainties in acceptable estimating techniques. In particular, “indicated” and “inferred” mineral resources have a greater amount of uncertainty as to their existence, economic and legal feasibility. It cannot be assumed that all or any part of an “indicated” or “inferred” mineral resource will ever be upgraded to a higher category of resource or, ultimately, a reserve. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Investors are cautioned not to assume that all or any part of a mineral deposit with resources in these categories will ever be converted into proven or probable reserves. Please refer to the “Risk Factors” section of the AIF.

TRADEMARKS AND TRADE NAMES

This Prospectus and the documents incorporated by reference herein include certain trademarks and trade names which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks and trade names referred to in this Prospectus and in the documents incorporated by reference herein may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. All other trademarks used in this Prospectus or the documents incorporated by reference herein are the property of their respective owners.

ROBEX RESOURCES INC.

Robex is a gold explorer, developer and producer in West Africa. Currently, the Company has two assets in the Birimian Greenstone belt: a mine located in southern Mali (the “ Nampala Project ”) and a mineral project located in Guinea (the “ Kiniero Project ”). These properties are complemented by exploration properties with drilling campaigns underway. As at the date hereof, the Company holds five exploration permits situated in Mali, namely Mininko, Kamasso, Gladié, Sanoula and Diangouté, and four exploitation licenses situated in Guinea. Moreover, the Company will be entitled to the full ownership of the exploitation permits to be issued in relation to the Mansounia license area upon the satisfaction of the conditions precedent set forth under the Guinean law technical partnership agreement ( Convention de Partenariat Technique ) dated June 18, 2021 and entered into between Penta Goldfields Company S.A., the current holder of the Mansounia

exploration permits, and Sycamore Mine Guinée – SAU, now a subsidiary of the Company following its acquisition of Sycamore Mining Limited in November 2022.

Robex’s vision is to be a lean, multi-mines, West African-focused gold producer. In the medium-term, the Company has the ambition to become a diversified gold mining developer, operator, explorer and producer in West Africa. Robex’s priority strategy is to maximize shareholders’ value by managing its existing assets and pursuing opportunities for strategic and organic growth. The Company is also committed to operating assets in an efficient, safe, responsible and sustainable way.

The Company manages its business under the following reportable segments: (i) mining operations (gold), (ii) mining exploration and (iii) corporate management. These segments reflect the Company’s management structure and how the Company’s chief operating decision maker evaluates business performance.

Robex was incorporated under the laws of the province of Québec on June 14, 1985.

Robex’s head office and its registered and records office are located at Édifice Le Delta 1, 2875 Laurier Boulevard, Suite 1000, Québec, Québec, G1V 2M2.

For a list of the Company’s subsidiaries and further description of the business of the Company, please see the AIF. Additional information about our business is also included in other documents incorporated by reference into this Prospectus, which are available under our profile at www.sedar.com.

SUMMARY OF MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

Nampala Project

For a description of the Nampala Project, refer to the “Nampala Property” section of the AIF and the Company’s current technical report for the Nampala Project entitled “NI 43-101 Technical Report, Mineral Resource and Mineral Reserve Estimates for the Nampala Gold Mine (2020)”, with an issue date of October 23, 2020 and with an effective date of July 31, 2020, prepared by Messrs. Antoine Berton, PEng, Soutex Inc., Mario Boissé, Eng, MRP801 Inc., and Denis Boivin, P Geo, Programine Bamako (the “ Nampala Technical Report ”), which have been filed with the applicable regulatory authorities and are available under the Company’s profile on SEDAR at www.sedar.com.

Kiniero Project

The following is a general description of the Company’s Kiniero Project and, unless indicated otherwise, is solely based on, and as at the date of, the following report:

The Company’s current technical report for the Kiniero Project entitled “Technical Report, Kiniero Gold Project, Guinea”, with an effective date of June 1, 2023, prepared by Ingvar Kirchner, FAusIMM, MAIG, AMC Consultants Pty Limited, Nicholas Szebor, CGeol (GSL), EurGeol, FGS, AMC Consultants (UK) Limited, Alan Turner, MIMMM, CEng, AMC Consultants (UK) Limited, Guy Wiid, PrEng, CEng, Epoch Resources (Pty) Ltd., Antoine Berton, PhD, P.Eng, Soutex Inc., Jody Thompson, MSAIMM, COMREC, MISRM, TREM Engineering, and Faan Coetzee, Pr.Sci.Nat, ABS Africa (Pty) Ltd. (the “ Kiniero Technical Report ”).

The Mineral Resource estimates below for the Kiniero Project are as at November 12, 2022 and the Mineral Reserve estimates for the Kiniero Project are as at June 1, 2023. Such estimates have been prepared in accordance with the Definition Standards on Mineral Resources and Mineral Reserves adopted by the Canadian Institute of Mining Metallurgy and Petroleum and incorporated into NI 43-101.

The Kiniero Technical Report was prepared under the supervision of Ingvar Kirchner, FAusIMM, MAIG, AMC Consultants Pty Limited, Nicholas Szebor, CGeol (GSL), EurGeol, FGS, AMC Consultants (UK) Limited, Alan Turner, MIMMM, CEng, AMC Consultants (UK) Limited, Guy Wiid, PrEng, CEng, Epoch Resources (Pty) Ltd., Antoine Berton, PhD, P.Eng, Soutex Inc., Jody Thompson, MSAIMM, COMREC, MISRM, TREM Engineering, and Faan Coetzee, Pr.Sci.Nat, ABS Africa (Pty) Ltd., who are “qualified persons” within the meaning of NI 43-101 and do or did not have at the relevant time an affiliation with the Company or its subsidiaries, except that of independent consultant/client relationship.

The Kiniero Technical Report was prepared in accordance with NI 43-101. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. For

full technical details of the report, reference should be made to the complete text of the Kiniero Technical Report, which has been filed with the applicable regulatory authorities and is available under the Company’s profile on SEDAR at www.sedar.com. The summary set forth below is qualified in its entirety with reference to the full text of the Kiniero Technical Report.

Property Description, Location and Access

The Kiniero Gold Property (the “ Property ”) is located in the Kouroussa Prefecture, of the Kankan Region in the Republic of Guinea, approximately 440 km due east-north-east of the capital of Conakry. More locally, the Kiniero Project is situated within the Kiniero subprefecture of the Kouroussa Prefecture, approximately 5 km due north-west of the town of Kiniero (the administrative seat of the Kiniero subprefecture) and 55 km due west of Kankan, the capital of the Kankan Region and second largest city of Guinea. The Kiniero Project is located 314 km due south-west of Bamako, the capital of Mali. The Kiniero Project is located within the Property at latitude 10°25’52” north and longitude 09°47’48” west.

Access to the Property by road is from Conakry on the N1 route via Mamou to Kouroussa. The road route from Conakry to Kouroussa comprises an approximately 16-hour (550 km) drive along the N1, N2, and N29 national roads. Conakry is serviced by international flights and provides the option for internal flights, including charter flights to the Kiniero Project or to the town of Kankan.

There is also the option of flying into Bamako, Mali, and driving to the Kiniero Project. The road route from Bamako to Kouroussa comprises an approximately seven-hour (430 km) drive along the RN5 national road in Mali, through the Kouremale Border crossing into Guinea, via the N6 to Kankan and the N2 to Kouroussa.

Three road access routes to site are currently available from Kouroussa, these comprise:

From Kouroussa south via the N31 to Saman then via Ballan to Kiniero town. This route is passable all year with both a low water bridge (dry season only) as well as a barge crossing over the Niger River at Diareguela. From Kouroussa, the road is gravel all the way to Kiniero.
From Kouroussa to Kankan via the N1 with a turn off at Soronkoni via Serakoro to Kiniero. At Kiniero there is only a ford river crossing available. Thus this route is only available for vehicle access during the dry season (December to May). The first section of the road is paved up until the turnoff at Soronkoni from where it is a gravel road.
From Kouroussa to Kiniero via the disused railway bridge, with the construction of a new gravel road directly to Kiniero. This will be open all year round and reduce the dependency on the river crossings.

Mineral Rights and Permitting

The Property comprises two sets of adjoining licence areas, these being called Kiniero and Mansounia.

Together they cover an area of 470.48 km[2] .

The Kiniero license area (the “ Kiniero License Area ”) is a legal exploitation permitted area consisting of four adjoining exploitation permits, held in the name of SMG, covering an area of 326.33 km[2] . The adjacent Mansounia license area (the “ Mansounia License Area ”) is a legal exploration permitted area immediately south of the Kiniero License Area, consisting of two adjoining exploration permits held in the name of Penta Goldfields Company SAU (“ Penta ”), covering an area of 144.15 km[2] .

The six licenses that make up the Kiniero Project are summarized below.

Kiniero Exploitation License Details

				Current
Permit No	Type	Mineral	Area (km2)	Holding	Validity/Status/Duration
				C
				ompany
	Exploitation License	Gold	95.51	Sycamore Mine Guinee SAU (“SMG”)	Awarded on December 17, 2020. Valid for a period of 15 years, renewable on expiry.
22962

	Exploitation License	Gold	37.85	SMG	Awarded on December 17, 2020. Valid for a period of 15 years, renewable on
22963

				Current
Permit No	Type	Mineral	Area (km2)	Holding	Validity/Status/Duration
				C
				ompany
					expiry.
	Exploitation License	Gold	99.35	SMG	Awarded on November 4, 2020. Valid for a period of 15 years, renewable on expiry.
22964

	Exploitation License	Gold	93.63	SMG	Awarded on December 17, 2020. Valid for a period of 15 years, renewable on expiry.
22965

An application was lodged with the Ministry of Mines and Geology on May 21, 2020 to support the conversion of the exploration permits into exploitation permits. On August 4, 2020, SMG’s application for the four exploitation permits (Permis d’Exploitation Minière Industrielle), was accepted and approved by the mining regulator of Guinea, the Centre de Promotion et de Dévelopment Miniers (“ CPDM ”) and registered with the Geological and Mining Information Division of the Ministry of Mines and Geology. The applications were variously ratified by parliament on November 4, 2020, and again on December 17, 2020, and are each valid for a period of 15 years, renewable on expiry.

Mansounia Exploration License Details

				C Hldi
Permit No	Type	Mineral	Area (km2)	urrent ong	Status
				Company

	Exploration License	Gold	53.78	Penta	Awarded on April 6, 2020. Valid for a period of 3 years, renewable on expiry. An exploitation licence application was submitted to the CPDM in Q1 2023, prior to the expiration date of April 5, 2023 for the exploration licences, for 50% of the Mansounia licence area. This application is still being processed.
22834

	Exploration License	Gold	90.37	Penta	Awarded on April 6, 2020. Valid for a period of 3 years, renewable on expiry. An exploitation licence application was submitted to the CPDM in Q1 2023, prior to the expiration date of April 5, 2023 for the exploration licences, for 50% of the Mansounia licence area. This application is still being processed.
22835

On June 18, 2021, SMG and Penta entered into a purchase agreement for the Mansounia Licence Area. The agreement was subject to a minimum amount of exploration expenditure and technical work being completed within a one (1) year period. The minimum exploration expenditure and work commitments have been met by SMG, the results of which are included in the Kiniero Technical Report and have been used in support of the conversion of the Mansounia exploration licences into exploitation licences.

Surface Rights

SMG does not own any surface rights to land pertaining to the Kiniero Project.

Royalties, Taxation and Liabilities

State Royalties

Royalties associated with exploitation of mineral deposits are defined by the Mining Code and subsequent amendments, and include the following:

Guinean State royalty: 5.0%.
Société Guinéanne du Patrimoine Minier (SOGUIPAMI): 0.5%.
Local development tax: 1.0%.

The percentages quoted above are to be calculated as a function of turnover. The corporate tax rate on mining companies is 30% and will be subject to modification in the mining convention currently negotiated with the Government of Guinea.

Kiniero License Royalties

There is currently a private royalty of 0.5% over the Kiniero license areas.

Mansounia License Royalties

As part of the purchase option agreement for the Mansounia licence, SMG is liable to pay a net smelter return (NSR) royalty to Penta according to the following scale:

3.00% for the first 150,000 oz of gold produced;
3.25% for production between 150,000 and 300,000 oz of gold produced; and
3.50% for production beyond 300,000 oz of gold produced.

History

West Africa has a long history of gold mining dating back to the 3[rd] century BC. The exploration and mining history of the Kiniero Project itself dates back to the 1940s, with activities completed sporadically by various individuals and companies.

Alluvial and eluvial mining activities were extensive within what are now well-defined goldfields spanning Siguiri, Berela, Yanfolila and Manana (the Bure Goldfield) directly within Guinea and the Bambuk Goldfield within Senegal. With growing knowledge of the goldfields, extensive European trade developed and by the 15[th] century West Africa was producing 10% of the world’s gold.

The first records of European gold mining activity in Guinea date to 1903. Between 1907 and 1908, twenty-one mining companies were reportedly registered in Guinea. Intensified activities created significant legal, technical, and environmental problems before the onset of World War I saw all operations suspended. Various mining activities resumed post-World War I, with French colonial reports suggesting that the Siguiri area yielded between 957 kg and 3,752 kg of gold annually between 1931 and 1951 (Government of Guinea).

Recent developments associated with the Kiniero Project commenced in the late 1980s and culminated in the production of 418,000 oz of gold between 2002 and 2014 from the historical Kiniero gold mine which was operated by Société d’Exploration Minière en Afrique de l'Ouest (“ SEMAFO ”).

The table below summarizes the exploration activities that have taken place within the boundaries of the Kiniero Project as currently held by the Company. Most of the information has been compiled primarily from SEMAFO reports issued by the company.

Exploration History of the Kiniero License Area

Year	Company/Person	Activities
1903	European records	First record of recent gold mining in Guinea.
	Hubert	Publication of first interpretation of the geology of the Siguiri- Kankan-Kouroussa area.
1912

	French Colonial Government (Goloubinow)	Mapping of the Siguiri-Kankan-Kouroussa area at a 1:500,000 scale, thereby producing the first geological map of the region.
1931–1937

Year	Company/Person	Activities
	French Colonial Government (Chermette)	Extensive mapping of the Niandan-Banié chain to the south of Kouroussa. Identification of numerous gold bearing veins including the Gobelé vein.
1949

	BUMIFOM	First exploration undertaken on the Kiniero License Area, including reconnaissance pitting, trenching, and drilling which culminated in the discovery of the Jean, Gobelé and Filon Bleu deposits and ultimately to the establishment of the historical Kiniero gold mine.
1943–1950

	BRGM	Detailed follow-up exploration undertaken on the Jean and Gobelé deposits. A total of 2,385 m of diamond core and 590 m of rotary air blast (“RAB”) drilling was completed, in addition to 302 m³ of trenching.
1950–1958

	Mining Association of Niandan (joint venture between Government of Guinea, BRGM, Baraka and Precious Stones Guinea)	Extensive exploration, including mapping, pitting, trenching (1,917 m³), diamond drilling (“DD”) (2,037 m) and reverse circulation (“RC”) (3,947 m) drilling, soil sampling and ground geophysics.
1985–1987

	Mining Association of Niandan (joint venture between Government of Guinea, BRGM, Baraka and Precious Stones Guinea)	Publication of a feasibility study.
1988

	Mining Association of Niandan (joint venture between Government of Guinea, BRGM, Baraka and Precious Stones Guinea)	Preparation of an updated mining feasibility and publication of the results of the exploration drift developed on the main Jean deposit lode system.
1989

	International Mining (of Australia)	Acquisition of the Kiniero License Area and completion of an updated feasibility study.
1992

	Mining Exploration Society in West Africa Inc. (SEMAFO)	Acquisition of the Kiniero License Area from International Mining.
1995

	SEMAFO	Completion of the soil geochemistry program, aeromagnetic geophysics survey, detailed RC and DD campaigns at grid spacings of 25 m and 12.5 m.
1996–1997

1999	Managem	Acquisition of a 51% controlling interest in SEMAFO.
	SEMAFO (49%) / Managem (51%)	SEMAFO is awarded exploitation permit over the Jean and Gobelé deposits.
December 2000

Year	Company/Person	Activities
	SEMAFO (49%) / Managem (51%)	Extensive exploration aimed at discovering additional mineralization around Gobelé and Jean deposits. Mapping (1:2,000), geophysics (magnetics and IP), stream sediment sampling, trenching, RC, RAB and DD drilling. Additional exploration completed to delineate the Gobelé D and Sabali East deposits.
2000–2001

	SEMAFO (49%) / Managem (51%)	Construction of the mining infrastructure. Oxide processing plant constructed with nameplate capacity of 600,000 t.
2001–2002

	SEMAFO (49%) / Managem (51%)	Beginning of the open pit mining operations at the Jean deposit.
April 2002

	SEMAFO (49%) / Managem (51%)	Exploration activities conducted on Sabali East, West Balan, Wombon, Mankan, Heriko and Filon Bleu deposits with follow-up reconnaissance exploration activities that delineated Banfara, East-West, Farabana, Gobelé D and Jean West deposits. The work conducted included soil geochemistry (⅔ of the permits), ground magnetic and IP geophysics, trenching and RC drilling, which lead to the discovery of Banfara, West Balan and Sabali- East deposits.
2002–2003

	SEMAFO (49%) / Managem (51%)	Issuance of two additional adjoining exploration permits. Delineation and exploration programs undertaken at the North- East Gobelé D, Sabali East, West Balan, Mankan, Heriko and Filon Bleu deposiits. The soil geochemical survey was completed across the entire permit to a 200 m x 200 m grid. A diamond drilling program was completed at Gobelé D and Banfara deposits for metallurgical purposes.
2004

	SEMAFO (49%) / Managem (51%)	Exploration activities carried out over the East-West, NEGD, Farabana, Gobelé D, Sabali East, North Balan, Mankan, Heriko and Filon Bleu deposits. Included 200 m x 200 m soil geochemistry, covering the new permit, trenching, and RC drilling. Sale of the shares owned by Managem in the entity holding the Kiniero license back to SEMAFO.
2005

	SEMAFO	Continuation of the permit exploration activities including stream sediment, soil sampling and trenching, mapping and trenching; trench sampling completed at Heriko, Mankan, Djikouroumba, Filon Boni and Kato; infill drilling at West Balan on 50 m x 25 m and 40 m x 20 m vertical grid to define Mineral Resource and explore a southwest extension; drilling, trenching, and soil geochemistry completed at Sabali East, Farabana, West Balan, Zone C, and south of Sabali East, all of which led to the discovery of the Derekena and Sabali extension. Drilling at West Balan southwest extension. Sabali East infill RC drilling at 25 m x 50 m grid. RC drilling at Farabana. Infill RC drilling to 25 m by 50 m grid, diamond drilling and trenching at Zone C.
2006–2007

	SEMAFO	Completion of the aeromagnetic survey over the exploration permit by Fugro and part of the Kiniero – Kouroussa corridor survey was undertaken in conjunction with Cassidy Gold Corporation.
2007

	SEMAFO	Beginning of the mining operations at West Balan. The exploration activities focussed on advancing targets close to existing deposits. RC drilling in Wombon area. Drilling at Gobelé A included RC and diamond drilling. RC drilling at Sabali North.
2008

Year	Company/Person	Activities
		Trenching on West Balan Block D and North Wombon. Trenching, termite mound sampling on 1.2 km x 2 km grid and shallow RAB drilling (less than 20 m depth) on Zone C. North Wombon discovered using termite mound survey and followed up with trenches. Exploitation permit granted to allow mining at West Balan.
	SEMAFO	RC drilling outside mining permit areas. RC drilling inside mining permits to test for extensions and depth continuity on West Balan, Wombon North, Wombon South and south of Jean Gobelé hill.
2009

	SEMAFO	Limited trenching on Kobane and Farabana. Surface sampling at North Banfara.
2010

	SEMAFO	Beginning of the execution of the exploration program in late 2011 which was continued into Q1 2012 with the aim of understanding the bulk mineable potential of SGA through close drill spacing intercepts below the pit.
2011–2012

March 2014	SEMAFO	Discontinuance of the open pit mining operations.
	SEMAFO	Closure of the historical Kiniero gold mine, which produced 418,000 oz of gold in its 12-year history. SEMAFO exits Guinea.
April 2014

	Government of Guinea	Revocation of the exploitation permit and putting the historical Kiniero gold mine on care and maintenance.
April 2014

	Government of Guinea	No activities.
2014–2019

	Government of Guinea	Start of tender process for the Kiniero License Area.
2019

	SMG	Incorporation and registration of SMG, the Guinean subsidiary of Sycamore Mining.
November 2019

Historical Mineral Resource Estimates of the Kiniero License Area

The Company is not aware of any pre-2000 Mineral Resource and Mineral Reserve estimates relating to the Kiniero License Area. However, a historical Mineral Resource estimate at the historical Kiniero gold mine was prepared and published by SEMAFO in the report titled “Technical Report on the Mineral Resources and Reserves, Kiniero Gold Mine, Guinea” (M. Crevier) dated December 2008 and updated March 2009. The only other formal historical mining operation within the Kiniero License Area was established by SEMAFO in 2002 and ran until 2014; it consisted of a series of deposits exploited by opencast means at the historical Kiniero gold mine.

Exploration History of the Mansounia License Area

Year	Company/Person	Activities
	Various	Limited historical exploration campaigns. Limited to variety of rock chip sampling and mapping campaigns.
1912-1945

1948–1958	BUMIFOM	Regional mapping, trenching, and pitting
	Mining Association of Niandan (joint venture between Government of Guinea, BRGM, Baraka and	As part of the exploration of the neighbouring Kiniero License Area, the Mining Association of Niandan completed a regional data review, inclusive of the Mansounia License Area.
1985–1987

Year	Company/Person	Activities
	Precious Stones Guinea)
1997–1998	Leo Shield / Afminex	Soil sampling and mapping.
1999	Ashanti Exploration	Soil sampling and mapping.
	Gold Fields Limited	Based on soil sampling results, Gold Fields Limited (as a joint venture partner) completed an aeromagnetic survey the results of which warranted the first-ever drilling campaign (i.e. an initial reconnaissance RAB drilling campaign (56 drill holes), followed by 50 RC drill holes).
2003–2005

	Burey Gold	Burey Gold entered into a farm-in and joint venture agreement with Caspian Oil and Gas Ltd to earn a 70% interest in Mansounia.
2006

	Burey Gold	Completion of additional drilling including 17 HQ DD drill holes (for metallurgy purposes) and 214 RC drill holes.
2007–2009

	Burey Gold	Runge Consultants Pty Ltd. (“Runge”) completed a maiden independent Mineral Resource estimate on the Mansounia License Area.
January 2009

	Burey Gold	Completion of a RC drilling campaign (76 drill holes) with additional DD drill holes (2 drill holes). No further drilling completed at Mansounia License Area until Sycamore Mine Guinee.
2011

	Burey Gold	Independent Mineral Resource estimate completed by Runge; JORC Code compliant, incorporating results from an additional 81 RC drill holes.
May 2012

	Burey Gold	Independent Scoping Study completed by SEMS Exploration. Two treatment options considered: CIP or heap leach, each at a throughput of 4 Mtpa and different gold prices of $1,600/oz and $1,900/oz. Findings recommended that the heap leach option should be developed.
April 2013

	Burey Gold	Exploration permit granted by the Guinean Ministry of Mines and Geology (ministère des mines et de la géologie)
August 2013

	Blox, Inc.	Blox, Inc. acquired 78% of the Mansounia License Area in a joint venture with Caspian Oil and Gas Ltd.
August 2014

	Blox, Inc.	April 2013, scoping study independently updated by SEMS Technical Services Ltd; no changes in the data used, but considered toll treating at a neighbouring property. Recommendations that the heap leach option should be developed.
February 2017

December	Blox, Inc.	One year extension of the Mansounia exploration permits granted in support of completing the required mining feasibility studies.
2017
	Blox, Inc.	Sahara Natural Resources was engaged to define drilling targets using existing data. An auger drilling campaign of 400 holes was designed.
July 2018

Year	Company/Person	Activities
	Blox, Inc.	2,500 m of auger drilling (from 184 holes) completed on south- eastern target, the results of which extended the target area from 2.5 km to 5 km strike.
October 2018

	Blox, Inc.	Feasibility study independently completed by Spiers Geological Consultants, on behalf of Blox, Inc. which was lodged in support of a mining license application submitted to the Guinean Ministry of Mines and Geology (ministère des mines et de la géologie).
December
2018

April 2019	Blox, Inc.	Expiry of the Mansounia exploration permits.
	Blox, Inc.	Technical presentation made to the Guinean Ministry of Mines and Geology (ministère des mines et de la géologie) in support of the mining right application.
June 2019

	Penta	Mansounia License Area exclusively acquired by Penta. and Mansounia exploration permits renewed for a period of three years.
April 2020

Historical Mineral Resource Estimates of the Mansounia License Area

A maiden historical Mineral Resource estimate for the Mansounia License Area was independently prepared and published by Runge in a report titled “Mineral Resource estimate, Mansounia Gold Deposit, Guinea, West Africa” by Runge, dated January 2009, which is available on Amani Gold Limited’s website at www.amanigold.com.

The estimate incorporated 17 HQ diameter diamond drillholes, 176 RC drillholes and 51 RAB drillholes (total of 8,558 m) within the resource wireframes. The model was estimated using ordinary kriging in Surpac software. The 2009 historical Mineral Resource was classified mainly as Inferred Mineral Resources with a portion of the laterite classified as Indicated where the drill spacing was 100 m by 45 m.

The table below shows the historical Mineral Resource statement as reported by Runge over a range of different Au cut-off grades. The Mineral Resource estimate was reported in accordance with the Australian Code for Reporting of Mineral Resources and Ore Reserves (2004) issued by the Joint Ore Reserves Committee (JORC Code). Qualified persons have not done sufficient work to classify the historical estimates as current Mineral Resources or Mineral Reserves. The Company is not treating the historical estimates shown in the tables below as current Mineral Resources or Mineral Reserves.

		Indicated	Indicated
	Au Cut-off			Inferred Resource
Deposit		Resource
	grade (g/t)

		Tonnage	Grade	Tonnage	Grade

		(Mt)	(g/t)	(Mt)	(g/t)


	0.20	7.9	0.60	53.6	0.50
	0.40	6.1	0.70	30.4	0.50
Mansounia
	0.70	2.2	0.90	10.9	0.80

	1.00	0.5	1.20	4.5	0.80

An update to this maiden Mineral Resource estimate, reproduced below, was independently prepared and published by Runge in May 2012 for Burey Gold in a report titled “Resource Estimate Update, Mansounia Gold Deposit, Guinea, West Africa”. Additional drillhole data and revised sectional interpretations supported the update, particularly for the southern portion of the Mansounia gold deposit. Qualified persons have not done sufficient work to classify the historical estimates as current Mineral Resources or Mineral Reserves. The Company is not treating the historical estimates shown in the table

above and in the table below as current Mineral Resources or Mineral Reserves.

	Indicated	Indicated
			Inferred Resource
Material Type	Resource

	Tonnage	Grade	Tonnage	Grade
	(Mt)	(g/t)	(Mt)	(g/t)

Haematitic Laterite	3.3	0.6	3.3	0.5
Limonitic Laterite	2.8	0.7	2.7	0.5
Oxide	-	-	20.0	0.8
Transitional	-	-	10.1	0.8
Fresh	-	-	9.9	1.0
Total	6.1	0.7	45.9	0.8

Geological Setting, Mineralization and Deposit Types

Deposit Geology

The Property is located within the Kiniero Gold District of the Siguiri Basin, which is situated in north-eastern Guinea, extending into central Mali. Geologically, the Siguiri Basin comprises a portion of the West Africa Birimian Greenstone Belt which includes intrusive volcanics (ultramafics to intermediate) and sediments that were largely deposited through the period 2.13 Ga to 2.07 Ga.

Intense weathering has affected West Africa since the early Mesozoic. The sustained tropical climate from the Mesozoic to the present day in western Africa has resulted in a deep weathering and leaching profile of the local lithologies, with the development of a surface laterite colluvium and a saprolitic zone near the surface.

The deposits located on the Property are associated with the Proterozoic Birimian orogeny of West Africa. Most gold mineralization in the West African Craton is shear-zone-hosted and structurally controlled, with lithology having a minor, local influence. The mineralization developed in the Kiniero Gold District conforms to this general style of mineralization.

Gold mineralization occurs in veins a few millimetres to tens of metres in width, with predominantly quartz-sulphide mineral assemblages and differing secondary minerals depending on the degree of alteration and/or overprinting. The veins generally take the form of composite anastomosed structures. At least three categories can be distinguished, corresponding to three consecutive stages of the hydrothermal process, and in turn, there is an extensive pervasive albitization event which overprints the earliest veining.

Mineralization

A total of 47 gold anomalies have been identified on the Property, of which the following deposit clusters form the focus of the Kiniero Technical Report. In addition to the above deposits, legacy run-ofmine, and low-to-medium grade stockpiles are also present.

Sabali Cluster

The Sabali North, Central and South deposits occur within the same structural corridor and are broadly comparable in both their geological, lithological, and structural characteristic. Across the Sabali cluster, a combination of historical and current drilling has outlined a structurally controlled corridor of mineralization trending approximately 020° that is steeply dipping to the east. The Sabali Cluster comprises three principal zones of mineralization. Drilling has demonstrated four styles of mineralization:

Supergene gold mineralization, typically developed within the upper 30 m, predominantly at the Sabali South deposit.
Multi-phase veins through to ore shoot dynamic breccia supporting milled transported clasts suggesting sustained (deep-seated and high-temperature) fluid flows over time.

Classic stockwork developed within brittle fractured, pervasively silicified metasediments.
Typical orogenic quartz-sulphide veining, locally suggesting high carbon dioxide (CO2) in the system.

Mansounia Central

The Mansounia Central deposit is located south/southwest of the Sabali South deposit, and had been previously segmented into three separate targets, namely the Mansounia North deposit, which now forms a part of the Sabali South deposit, the Mansounia Central deposit and the Mansounia South deposit. The lithologies of the deposits have undergone deep weathering, commonly showing a 30 m to 50 m thick saprolitic horizon developed over the bedrock. At surface, the saprolite is capped by a 1 m to 5 m lateritic profile which locally can be thicker (up to 10 m). Secondary gold mineralization has been identified in the oxide profile with a West to East paleo-water table migration from an inferred source.

SGA Cluster

The SGA cluster of deposits are broadly geologically, structurally, and geographically related and share, in some instances, interrelated and overlapping exploration datasets. The SGA cluster, comprised of the various Gobelé deposits, along with the Jean deposits, formed the focal point of early-exploration, development, and exploitation at the historical Kiniero gold mine.

Exploration of the area delineated a >1 km[2] anomalous zone of gold in soil geochemical results with subsequent infill surveys delineating the general fabric of the respective lode systems. Exploration drilling shifted to Mineral Resource definition drilling campaigns. Both the Jean and Gobelé deposits have been well delineated with seven subdivided deposits extending from Jean West on the western margin to Gobelé D in the east.

The deposit comprises two zones of mineralization, each 10 m to 15 m in width, with a 15 m to 20 m separation zone between them and are comparatively high-grade. The deposit remains open down-dip and presents some strike potential primarily to the west. Drilling directly to the north has outlined additional footwall structures.

Jean Cluster

The Jean East and West deposits are situated immediately west of the various Gobelé deposits of SGA and were discovered at the same time as the Gobelé deposits. Jean East was mined from the outset in the early-2000s and is characterized by thick mineralized sub-vertical structures elongated for about 500 m, trending 010°. This 010° trending structure at Jean East was mined, as well as the 350° striking mineralized structure at Jean West. The two mineralized structures at Jean are distinctly separated by a 030° trending fault. The Jean West deposit is characterized by thinner and shallower subvertical structures with a 350° strike which remain open to the north on strike.

The Banfara deposit represents a steep sided worked out open-pit that targeted two mineralized structures, one trending north to south (a principal regional control) and dipping steeply to the west, and the other north-west to south-east dipping steeply to the east. The extension of each of these mineralized structures has been variously explored, with a north-westerly extension, 300 m west of the existing Banfara pit, having been previously drilled. The northern extension has been comparatively less explored due to the tailings storage facility (“ TSF ”) abutting against the extension, effectively sterilizing exploration potential.

Balan Cluster

The Balan cluster of deposits includes the Derekena, West Balan, Kobane and Farabana deposits, four principal zones of mineralization which represents one of the most continuous zones of mineralization yet delineated within the Kiniero Project. The Balan Cluster is unique in that the mineralization has developed along east-northeast shear zones, a key strike trend in the Siguiri Basin, but which is secondary to the northwest to northeast structures which dominate the Kiniero Gold District.

Historical and recent exploration and resource drilling has focused on oxide targets within the zone; little is known regarding the deeper sulphide mineralization.

Mineralization within the Derekena deposit consists of a series of subvertical quartz lode structures presenting typical orogenic vein features. The strike orientation and other aspects of the geometry are

comparable to that of Gobelé D. Drilling intersections indicate mineralized structures averages 6 m to 7 m in thickness, in some areas exceeding 10 m, and are stacked across the width of the mineralized corridor. Mineralization is currently open down-dip across the strike length of the deposit.

Mineralization within the West Balan deposit is identical to that at Derekena, consisting of a series of subvertical quartz lode structures presenting typical orogenic vein features.

Other Deposits

In addition to the main deposits, the Property includes a further 11 deposits of interest that are minor and do not form part of the disclosed Mineral Resources or Mineral Reserves that support the Kiniero Technical Report. The local geological characteristics, mineralization, exploration, and mining developments of the deposits above is summarized in Table 7.1 of the Kiniero Technical Report.

Deposit types

Generally, vein-hosted lode type mineralization of the Birimian-style is associated with regionally metamorphosed terrains that have undergone considerable deformation and polyphase intrusive events. Birimian deposits are typically strongly structurally controlled but are also commonly associated with rheological contrasts within and between different lithologies. Recent drilling at both the SGA and Sabali South deposits has indicated the lithostratigraphy as being key to how the differing lithologies support structural preparation at a local scale.

Gold mineralization is typically late-orogenic, medium-grade lodes which are strongly structurally controlled and located within quartz veins or in quartz-veined fracture zones with inter-mineralization intrusives. Structures can be classified from their textural development as to whether their origins are proximal or deep-seated. The principal structural trends have been identified through trenching and drilling and are also visible within the existing open pits. Exploration drilling has continued to target the main structural orientations with holes aiming to intercept the mineralization trends at a sub-perpendicular orientation.

The local stratigraphy, lithology and structure suggest that the origin of the Kiniero Project geology presents a mobile marine pile which has undergone several compressional events driven by drifting towards the southwest, where the basin margin impacts on the older (Archaean) Leonean Craton. This is the consequence of an ancient spreading centre and possible primitive arc/back environment located in eastern Mali. The metavolcanic pile across the Kiniero Gold District contains significant accumulations indicative of these environments.

Kiniero License Exploration (other than drilling) – 2020 to April 2023

Surveys

All survey works conducted by SMG have been completed in the Universal Tranverse Mercator 6° longitudinal Zone 29P, (UTM Zone 29P) using the World Geodetic System 1984 (WGS, 84) ellipsoid datum. The adopted Kiniero Project coordinate system conforms to the nationally adopted survey coordinate system of Guinea:

Projection method: UTM Zone 29P.
Datum: WGS, 84.
Local datum transform: (WGS, 84) World.
Geodetic coordinate reference system: WGS, 84.
Geoid reference: Earth Gravitational Model 1996 (EGM, 96).
Ellipsoid: WGS, 84.
Prime meridian: Greenwich.

• Unit: metre

Digital terrain models

In March 2021 a fixed wing/drone LiDAR survey was completed over the Kiniero Project area. The survey was flown by Westair Aviation with the survey data and orthoimagery captured and managed by African Consulting Surveyors. The entire 326 km² Kiniero licence area was surveyed, as well as 94 km² of the northern sector of the Mansounia licence area, a total surveyed area of 420 km².

Outcrop sampling

Rock chip, grab and/or outcrop sampling has been undertaken by SMG geologists on an ad hoc basis since the acquisition of the Kiniero licenses by SMG. Samples have been collected at the discretion of a geologist when a mapped geological observation of interest is logged, either during day-to-day field activities, on dedicated fieldtrips or on artisanal mine site visits. A total of 256 such samples had been collected as of the date of the Kiniero Technical Report, 251 of which have undergone preparation and fire assay. Outcrop samples have not been used as part of the Mineral Resource estimates.

Soil geochemical sampling (“ BLEG ”)

A BLEG soil geochemical sampling programme commenced in October 2020 over the Kiniero License Area. This was followed up in October 2021 with a BLEG programme over the Mansounia License Area. The BLEG sampling method was developed to more accurately measure fine-grade gold and sampling heterogeneity. As of April, 2023, a total of 7,330 BLEG samples had been collected across the Kiniero License Area, 6,434 of which have been analyzed.

Remote sensing and structural interpretation

In February 2020, SMG engaged GaiaPix to undertake both a regional and local remote sensing interpretation of the Kiniero License Area to gain a better understanding of its geological and structural setting. GaiaPix was also requested to identify areas of potential mineralization based upon interpretations.

Compilation of historical geophysical surveys

SMG engaged Eureka Consulting (Pty) Ltd (“ Eureka ”) of Australia, to merge two historical geophysical data sets comprising magnetics and resistivity. Whilst the data sets are located adjacent to one another there is a separation gap of approximately 200 m. To complete the data set merge, Eureka synthetically created data in this area based on the adjacent surveys. Structural interpretation of the combined datasets yielded encouraging results providing additional structural understanding to the broader Sabali/Mansounia mineralized corridor.

Magnetic Modelling

Magnetic modelling was conducted by Eureka on three magnetic anomalies using the University of British Columbia (UBC) magnetics susceptibility inversion tool.

Resistivity surveys – Schlumberger array

In March 2022, SMG commissioned Geostratum to undertake electrical resistivity tomography (ERT) profiles using a Schlumberger survey configuration. A hybrid combination of Wenner and Schlumberger arrays was also completed to optimize depth performance. The ground resistivity geophysics survey was aligned to support groundwater modelling around the existing and proposed open-pit areas. The survey was undertaken to identify structural breaks (i.e. shears, faults, lithological boundaries) which might be water-bearing, but which would also yield valuable structural geological information.

A total of 20 survey lines were completed covering a lateral distance of 22 km. The field data analysis was undertaken by subjecting the data to a data quality processing procedure using a despiking technique to remove known errored readings, and predictive error analysis processes.

Once the data integrity was satisfactory, final inversion was undertaken, and the results presented as two-dimensional (“ 2D ”) inversion data. The resultant 2D inversion data was then interpreted based on the proven relationship between apparent resistivity characteristics and subsurface material properties associated with the target geology as interpreted from the existing borehole logs.

Mansounia License Exploration (other than drilling) – 2020 to April 2023

Digital terrain models

In March 2021, a 94 km² portion of the Mansounia License Area was flown as part of a broader 420 km² LiDAR survey, as outlined above.

Soil geochemical sampling (BLEG)

In October 2021, SMG commenced a license-wide soil geochemical sampling campaign using the BLEG analytical technique. As of April 2023, a total of 1,881 BLEG samples had been collected across the Mansounia License Area, of which 1,834 have been analyzed.

Drilling

Drilling has been carried out across the Property by various operators, including most recently by SMG. Historical drilling used as part of the Mineral Resource estimates comprises those drillholes completed by SEMAFO, Gold Fields, and Burey Gold.

Between 1996 and 2012, drilling was carried out by SEMAFO across the Kiniero licence area. Initial exploration drilling was aimed at identification and delineation of deposits. This was subsequently followed up by RC and DD to define the extents of the mineralization. Later periods of exploration focused on targeting orebody extensions and/or replacing Mineral Resources. SEMAFO used a combination of RC, DD, and RAB methods totaling 6,414 drillholes (446,833 m), of which RC drilling makes up 85% of the metres drilled.

Within the Mansounia License Area, RAB and RC drilling was completed by Gold Fields between 2003 and 2005, and RC and DD by Burey Gold from 2007 up until the updated Mineral Resource estimate by Runge in 2012. Between these two operators a total of 430 drillholes (35,368 m) was drilled, of which 86% of metres drilled was RC.

Since acquiring the Property, SMG has undertaken a combination of RC, DD, RAB, air core, and

auger drillholes.

The RAB drilling campaigns were undertaken primarily to investigate sources for water supply, for monitoring or dewatering at the Kiniero Project, and therefore have not been used in the Mineral Resource estimates. Auger drilling was completed by SMG on the legacy stockpiles, the results of which have been used to quantify the volumes, tonnages, and grades of each of the near-mine stockpiles that were drilled.

SMG completed a total of 756 RC drillholes totalling 72,547 m and a further six (6) DD drillholes, totalling 1,326 m to supplement the previous drilling works completed by SEMAFO, Gold Fields, and Burey Gold.

Drillhole spacing ranges from approximately 12 m by 12 m up to 100 m-200 m by 50 m in areas which are less well drilled. Drillholes have been predominantly drilled inclined with the aim of intercepting mineralization perpendicular to the interpreted trend.

Sampling, Analysis and Data Verification

Historical Sampling, Analysis and Data Verification

A number of laboratories have been used for preparation and assaying of samples by SEMAFO, Gold Fields, Burey Gold, and more recently, SMG. The laboratories used have typically been accredited and with the exception of the Kiniero Mine Laboratory, all independent. Laboratories used by SEMAFO included ITS Mandiana, SGS Siguiri, ALS Kankan, ALS Bamako, and the Kiniero Mine Laboratory.

Samples prepared and assayed for Gold Fields and Burey Gold were undertaken by Transworld Laboratories (acquired by Intertek Minerals Division in October 2008).

All of the laboratories used by the previous operators used a similar sample preparation and assay method comprising weighing, drying, crushing, and pulverizing samples to 75 µm, from which a 50 g subsample was taken for fire assay with an atomic absorption finish (FA-AA).

Robex Sampling, Analysis and Data Verification

Since 2020, SMG has used four different accredited independent laboratories:

Bamako SGS Mineral Laboratory in Mali (“ SGS Bamako ”).
Ouagadougou SGS Mineral Laboratory in Burkina Faso (“ SGS Ouagadougou ”).
Bamako ALS Minerals Laboratory in Mali (“ ALS Bamako ”).
Intertek Minerals Limited in Tarkwa, Ghana (“ Intertek Tarkwa ”).

Sample preparation and analyses have comprised crushing and pulverization of samples to 75 μm with the resultant subsamples assayed via fire assay with an atomic absorption finish.

Since 2020, it has been the responsibility of the Company’s exploration geology team at the end of each drilling shift to transport all exploration and drilled material/samples from the drill site to the storage facility at the core yard until sufficient samples were collected to warrant dispatching to the laboratory. No samples were left on site overnight and any samples left at a recently completed drill hole during the day were guarded until collection at the end of the drill shift.

The dispatch of samples from the core yard of the Kiniero Project to the laboratory was managed by the SMG Geology Manager. Samples were transported to the laboratory in clearly labelled 50 kg hessian rice bags or large plastic bags, sealed with a cable tie. All samples were dispatched to the relevant laboratory from site by a retained and reputable cross-border trucking courier. Chain of custody protocols were strongly implemented since the initial dispatch and the same regular courier companies, drivers and clearing agents have been used for all dispatches.

Quality Assurance/Quality Control

Quality assurance and quality control (“ QA/QC ”) procedures have been implemented by both SMG and the previous Kiniero Project operators.

QA/QC submissions by SEMAFO included field duplicates, certified reference materials (“ CRMs ”), and blanks. Burey Gold inserted duplicate samples, standard reference materials (“ SRMs ”) and blanks to the laboratories to check for precision and accuracy. Burey Gold opted to generate its own SRMs by generating composite samples from different holes which had yielded similar assay grades. Blank samples were generated using a similar approach to the SRMs.

SMG has submitted field and pulp duplicates, as well as CRMs sourced from Ore Research and Exploration (OREAS) and Rocklabs. A cement material has been used as a blank. The field duplicate results show a moderate- to low-level of repeatability, including when applying a grade cap to remove higher grade samples which may exhibit greater variability. The pulp duplicates show improved precision compared to the field duplicates indicating that the crushing and pulverization stages are generating a more homogenous mass from which more representative sample splits can be obtained.

The results of the CRM submissions show that overall, there is a reasonable degree of analytical accuracy, with the majority of results falling within ±3 standard deviations of the target value. Blank samples show no significant sample contamination with >96% of results being within ten times the detection limit.

The Company inserted one CRM and/or blank after every 20 samples (including soil geochemistry samples), such that a typical 80 m drill hole had a minimum of four CRMs and/or blanks submitted within the sample stream (usually two of each). Field duplicates were also collected and submitted for analysis. Duplicates were collected after every 20[th] metre drilled and submitted within the sample stream at the end of hole, i.e. after the last sampled metre, such than a typical 80 m drill hole would have four field duplicate samples collected.

In addition, once the pulp rejects from the independent laboratories had been received by the Company, they were inserted into the sample streams as an additional QA/QC measure. Two pulp duplicates were inserted at the end of every drill hole to complete the samples stream on a per drill hole basis.

As such, in total, for a typical 80 m drill hole, there are 10 supporting QA/QC samples submitted within the sample stream, four CRMs/blanks, four field duplicates and two pulp duplicates, totalling 90 samples for dispatch.

Data Verification

The sample data used in the Mineral Resource estimates is reliant on historical data obtained by SEMAFO and Burey Gold, as well as more recent drilling works undertaken by SMG in 2020-2022. Following the signing of the Kiniero licence framework agreement on November 19, 2019, SMG acquired the available historical exploration data from the previous Kiniero licence owners, and the Ministry of Mines and Geology of the Government of Guinea.

Upon acquisition of the historical exploration data, SMG undertook a high-level review and interrogation of the data, benchmarking its validity against publicly available reports, interpretations, and reported production profile data. In addition, SMG undertook the data verification work for both the Kiniero License Area and Mansounia License Area which included, but has not been limited to:

Wide-ranging interviews with key-stakeholders from both the Government of Guinea, previous Kiniero Gold Mine employees as well as Kiniero and Balan village locals and relevant industry role players;
Field verification of trenches, drill collars and previous mining;
Logging, photographing and sampling of previous diamond drill cores, to verify geology and fire assay grade data;
Metallurgical analysis of previous diamond drill core to verify previous recovery data;
Logging and photography of previous RC drill hole chip boards;
Cross-checking the database against hard copy drill logs and assay reports; and
Drill hole twin drilling.

An independent geology qualified person has reviewed the work carried out by SMG and ascertained the support as to the validity and suitability of the data for use in a Mineral Resource estimate. The following verification checks have been undertaken by the qualified person:

Site visit.
Review of a representative number of assay certificates against the sample database. No deviations between the certificates and the sample database were identified.
Review of drill core and RC chips against the geological logging recorded in the sample database. Overall, the drillhole logging appears reasonable and sufficient for use in the Mineral Resource estimates. Some inconsistencies were noted in the geological logging; however, these typically relate to the logging of tuffs and therefore do not impact on the geological models currently used in the Mineral Resource estimate.
Review of assay QA/QC data. The available QA/QC data has provided sufficient information to support the reporting of Mineral Resources.

Metallurgical Testwork

Various metallurgical testwork campaigns have been completed by the Company in support of the Kiniero Project relying on sample material that has been selected from the differing deposits.

Canadian registered independent mineral process engineering consultancy Soutex, Inc. (“ Soutex ”) was appointed in 2022 in support of the pre-feasibility study. Soutex was responsible for the design of the confirmatory test programme completed in 2022, and on the additional 2022-2023 programme aiming at defining and confirming process design criteria in the context of the current works supporting the Kiniero Technical Report.

Processing gold recovery values recommended for the economic evaluation of the Kiniero Project are presented in the table below:

	LOM Head	SP Testing	Var Testing Au	Estimated Au
Lithology
	Grade (g/t)	Au tails (g/t)	Tails (g/t)	Recovery (%)

Laterite	1.25			92

Oxide	1.25	0.10	0.11	92
Transition	1.60	0.23	0.09	89
Fresh	1.65	0.23	0.26	86

The fresh ores of the Kiniero Project can be qualified as hard to very hard. A large portion of the oxide ores does not require any grinding, as it already meets the grind target, and where the remaining portion of the oxide ore is more competent, the resulting specific energy remains very low, well within the energy requirements to grind the fresh ores.

Five variability samples were tested for leach kinetics, including two laterite samples. Excellent recoveries were achieved for all samples, and relatively quickly as compared to previous results.

Mineral Resource Estimate

The Mineral Resource estimates have been prepared in accordance with NI 43-101 for Sabali North and Central, Sabali South, SGA, Jean, Banfara, West Balan, Mansounia Central and various legacy stockpiles. The Kiniero Project Mineral Resource estimates (inclusive of Mineral Reserves) as of November 12, 2022, in accordance with NI 43-101, are tabulated as follows:

		Indicated			Inferred

Deposit	Tonnes (Mt)	Au grade (g/t)	Contained Gold (koz)	Tonnes (Mt)	Au grade (g/t)	Contained Gold (koz)

SGA	11.04	1.57	556	9.64	1.54	479
Jean	4.31	1.81	251	1.63	1.68	88
Sabali North and Central	1.48	1.18	56	0.27	0.98	9
Sabali South	11.74	0.92	347	2.93	1.03	97
West Balan	2.11	1.48	100	0.84	1.51	41
Banfara	0.90	1.07	31	0.78	1.46	37
Mansounia Central	-	-	-	12.32	0.84	333
Total in situ	31.59	1.32	1,342	28.42	1.18	1,082
Stockpiles	11.61	0.37	139	0.19	1.31	8
Grand total	43.20	1.07	1,481	28.61	1.19	1,090

Notes:

Mineral Resources are not Mineral Reserves as they do not have demonstrated economic viability.
The effective date of the Mineral Resource is November 12, 2022.
The date of closure for the sample database informing the in situ Mineral Resources is August 17, 2022. The date of database closure for the stockpiles is November 12, 2022.
Cut-off grades for Mineral Resource reporting are:
a. SGA, Jean and Banfara: laterite 0.5 g/t Au, saprolite (oxide) 0.3 g/t Au, saprock (transition) 0.5 g/t Au, fresh 0.6 g/t Au.
b. Sabali South: laterite 0.5 g/t Au, saprolite (oxide) 0.3 g/t Au, saprock (transition) 0.7 g/t Au, fresh 0.9 g/t Au.
c. Sabali North and Central: laterite 0.5 g/t Au, saprolite (oxide) 0.3 g/t Au, saprock (transition) 0.9 g/t Au, fresh 0.8 g/t Au.
d. West Balan: laterite 0.5 g/t Au, saprolite (oxide) 0.4 g/t Au, saprock (transition) 0.5 g/t Au, fresh 0.6 g/t Au.
e. Stockpiles reported as Mineral Resources have been limited to those dumps which exhibit an average grade >0.3 g/t Au for the entire stockpile assuming no selectivity.

These are based on a gold price of US$1,950/oz and costs and recoveries appropriate to each pit and type of feed.
The qualified person for this Mineral Resource estimate is Mr. Ingvar Kirchner, FAusIMM, MAIG, AMC Consultants Pty Limited.
Mineral Resources are reported inclusive of Mineral Reserves.
Open-pit Mineral Resources have been constrained using conceptual open-pits based on a gold price of US$1,950/oz.
The Mineral Resource has been compiled in accordance with the guidelines outlined in CIM Definition Standards (2014).
Totals presented in this table are reported from the Mineral Resource models, are subject to rounding, and may not sum exactly.

Further details on the Mineral Resource estimates can be found in the Kiniero Technical Report filed with the Canadian securities regulators which is available on the Company’s issuer profile on SEDAR at www.sedar.com.

Mineral Reserve Estimate

The Kiniero Mineral Reserves are composed of open-pit Mineral Reserves of 21,410 kt at an average grade of 1.27 g/t Au containing 872 koz Au and historic stockpiles of 6,255 kt at an average grade of 0.48 g/t Au containing 96 koz Au. The consolidated open pit and stockpile probable reserves for Kiniero, as of June 1, 2023, are presented below.

				Probable Mineral Reserves	Probable Mineral Reserves	Probable Mineral Reserves	Probable Mineral Reserves	Probable Mineral Reserves
	Oxide			Transition			Fresh			Total
Mining area
		Au			Au			Au			Au
	Tonnes		Au	Tonnes		Au	Tonnes		Au	Tonnes		Au
		grade			grade			grade			grade
	(kt)		(koz)	(kt)		(koz)	(kt)		(koz)	(kt)		(koz)
		(g/t)			(g/t)			(g/t)			(g/t)

Jean	745	1.13	27	840	1.69	46	2,608	1.64	138	4,193	1.56	211
SGA	633	1.28	26	862	1.67	46	3,649	1.60	188	5,143	1.57	260
SGD	1,286	1.14	47	253	1.30	11	1,895	1.51	92	3,434	1.36	150
Sabali
	6,255	0.80	162	1,318	1.32	56	18	1.71	1	7,590	0.90	219
South

Sabali North
	1,049	0.97	33	0.00	0.00	0	0	0.00	0	1,049	0.97	33
and Central

Sub-total
	9,968	0.92	295	3,273	1.51	158	8,170	1.59	419	21,410	1.27	872
All Pits

Stockpiles	6,255	0.48	96							6,255	0.48	96
Total Ore
	16,223	0.75	391	3,273	1.51	158	8,170	1.59	419	27,665	1.09	968
Reserves

Notes:

CIM Definition Standards for Mineral Resources and Mineral Reserves (CIM, 2014) were used for reporting of Mineral Reserves.
Mineral Reserves are estimated using a long-term gold price of US$1,650 per troy oz for all mining areas.
Mineral Reserves are stated in terms of delivered tonnes and grade before process recovery.
Mineral Reserves are defined by pit optimization and are based on variable break-even cut-offs as generated by process destination and metallurgical recoveries.
Metal recoveries are variable dependent on material type and mining area.
Open-pit dilution and geological ore loss is applied through the application of 1 m dilution skins to the resource block model using Mining Shape Optimiser (MSO).
Mining recovery of 99% applied to diluted open-pit inventories to account for operational losses.

The qualified person responsible for this item of the Kiniero Technical Report is not aware of any mining, metallurgical, infrastructure, permitting, or other relevant factors that could materially affect the Mineral Reserve estimates.
Effective date of Mineral Reserves is June 1, 2023.
Tonnage and grade measurements are in metric units. Contained Au is reported as troy ounces.
Totals may not compute exactly due to rounding.

The process through which the Mineral Reserves were determined was as follows:

Mineable Shape Optimiser (“ MSO ”) was applied to the Mineral Resource block models to generate mining shapes and determine dilution and ore losses. The mining shapes were applied to the Mineral Resource block models to generate diluted block models. The MSO algorithm generated 3D wireframes which:
a. Meet minimum mining dimension criteria.
b. Include dilution skins of one metre thickness.
c. Provide a diluted ore grade above the specified cut-off grade.
Geotechnical slope regions and pit optimization inputs, including mining and processing costs, were added to the diluted block models to create mining block models.
Pit optimization was undertaken on the mining block models using Datamine Studio NPV Scheduler. The pit optimizations were completed based on US$1,650/oz gold price, 5.5% royalty, and 5% discount rate. A 20 m minimum mining width was applied to the pit shells in NPV Scheduler to account for practical mining constraints. The Company’s strategy is to maximize the gold contained in the Mineral Reserves and thus the Revenue Factor (RF)1 pit shells were selected to form the basis of design.
Pit designs were created using Datamine software and are based on:
a. The selected RF1 pit shell wireframes from pit optimization.
b. The pit slope design criteria.
c. Dual-lane ramp width of 18 m and 10% maximum gradient.
d. Single-lane ramp width of 12 m and 12.5% maximum gradient.
e. Minimum mining width of 20 m.
Pit phase designs were imported into NPV Scheduler and a strategic schedule run to optimize net present value (NPV) while honouring project constraints. Following the strategic schedule, a production schedule was produced in MineSched based on the strategic schedule sequencing and practical mining constraints.
Following scheduling, a further mining recovery of 99% was applied to the open-pit ore to form the final Mineral Reserve estimate.

As a result of previous mining operations, there are historic oxide stockpiles located across the Kiniero site. Seven of these stockpiles have been drilled, modelled, and classified as indicated mineral resources and have been included in the Mineral Reserves. The higher grade stockpile will be used to supplement ore production during start-up while the lower grade stockpiles will be processed at the end of mine life.

Further details on the Mineral Reserve estimate can be found in the Kiniero Technical Report filed with the Canadian securities regulators which is available on the Company’s issuer profile on SEDAR at www.sedar.com.

Mining, Processing and Infrastructure Overview

The Kiniero Project deposits are suitable to conventional open pit mining methods including drilling, blasting, trucks and shovels in order to supply ore to the 3 Mtpa processing plant. Benches of 5 m will be blasted where required and excavated in 2.5 m flitches in order to avoid, as much as practical, ore loss and dilution during the mining process.

All mining services will be contracted out, including:

RC drilling for grade control and drill and blast;
“down the hole” blasting services, which will include both the delivery of bulk explosives “down the hole” and the supply of blasting accessories;
load and haul services from the pits to the stockpiles; and
rehandling from the stockpiles to the ROM.

Blasting will be undertaken using industry standard storage, transport and charging practices for a modern mining operation, subject to all local and national statutory and regulatory requirements. Production drilling and blasting operations will be carried out at 5 m benches. Each 5 m bench is then excavated in 2.5 m flitches to ensure maximum selectivity.

The crushing area of the Kiniero Project processing plant contains two parallel crushing lines, each feeding a dedicated ore stockpile. Laterite, transition and fresh ores from the ROM pad feed a crushing line, while oxide ores feed the other.

Tonnage throughputs were calculated using the following processing tonnes per hour by different ore type being processed:

saprolite ores: 625 tonnes per hour;
transitional ores: 300 tonnes per hour; and
fresh ores: 225 tonnes per hour.

Ore from the Kiniero Project will be processed on site. The gold will be recovered in a beneficiation plant that has been designed to process a blend of oxide, laterite, transition and fresh ores from various ore deposits. The process plant includes crushing, grinding, gravity, thickening, carbon-in-leach and stripping circuits.

Historically, only diesel-generated electricity was used for electrical supply as the Guinea national grid was not developed to the Kiniero Project and in addition did not have the capacity required. For the current Kiniero Project, the national grid remains unable to supply required electricity volumes and thus an alternative supply is required. The selected electrical supply is based on a hybrid system of diesel generators with a capacity of approximately 16,400 kilowatts, as well as a solar photo-voltaic plant with total capacity of approximately 17,820 kilowatts.

The nearest population centres include the villages of Kiniéro, Balan and Farabalan, located adjacent to or within close proximity to the Kiniero Project. The town of Kouroussa, located 55 km by road to the north of Kiniero, is the capital of the Kouroussa Prefecture. Resources available in Kouroussa include formal markets where most goods can be sourced, schools, hospitals and pharmacies, hotels and a 4G cellular signal. Kankan, the second largest city in Guinea after Conakry, is the capital of the Kankan prefecture, located 90 km by road to the east of Kiniéro. Kankan has an airport (IATA: KNN) and access to significant resources including a university, shopping centres, schools, hospitals, hotels, a 4G cellular phone signal and grid power.

The existing SEMAFO airfield is situated approximately 0.5 km east of the main camp and has been upgraded and is currently waiting for permanent certification. Several flights landed under exceptional authorization since 2019. Accommodation camps (management and junior camp) are in use currently and can accommodate 165 people. The camps will be expanded during the construction phase. Administration and offices are fully operational and will be expanded during construction.

Environment, Permitting, Compliance Activities, and Social Licence

An Environmental and Social Impact Assessment (“ ESIA ”) was completed by ABS Africa (Pty) Ltd. (ABS Africa) and Insuco Guinée Limited (Insuco), and submitted to the Government of Guinea in May 2020. The ESIA supported the application for the conversion of the Kiniero exploration permits to exploitation permits. The ESIA and associated studies have subsequently been updated to reflect the open pit designs, mining schedule, waste dumps, TSF, and process plant design that form part of the Kiniero Technical Report.

The March 2020 ESIA report and associated specialist studies was subsequently updated to assess the 2022 technical report changes pertaining to the Kiniero Project.

The Kiniero Project is being undertaken with due consideration of the biophysical, social, and economic factors, as well as the relevant Guinean legislative requirements, Equator Principles and International Finance Corporation (“ IFC ”) Performance Standards. The economic benefit of this development is significant and viewed as a positive development by the community. With mining projects of this nature, there are also negative impacts which will require planning, mitigation, and monitoring during the construction, operational, decommissioning, and closure phases of the project. These have been included in the ESIA. Based on the assessment completed in the ESIA, no fatal flaws have been identified. Mitigation measures and monitoring programmes have been identified and developed for impacts that require mitigation.

Summary of Potential Environmental/Social Impacts and Risks

The environmental and social impacts and risks were assessed and are summarized in Table 20.3 of the Kiniero Technical Report.

Capital and Operating Costs

The Kiniero Project capital cost estimates have been estimated by the Company in conjunction with relevant specialist consultants for specific categories. The capital cost (“ CapEx ”) and operating cost (“ OpEx ”) estimates for the Kiniero Project were prepared by the following parties:

The mining CapEx and OpEx were estimated by the Company and AMC Consultants (UK) Limited (“ AMC ”).
The process plant CapEx and OpEx were estimated by Soutex.
The TSF CapEx and OpEx were estimated by Epoch Resources (Pty) Ltd.
The general and administration (“ G&A ”) operating costs were estimated by the Company and reviewed by AMC.

The initial CapEx cost is estimated at US$159.9 million. Sustaining CapEx is estimated at US$74.2 million giving a life-of-mine (“ LOM ”) total CapEx of US$234.1 million. The LOM CapEx is summarized below:

		Development	Sustaining LOM	Total LOM CapEx
	Initial
		CapEx post	CapEx (US$k)	(US$k)
Category	CapEx
		construction
	(US$k)
		(US$k)

Mining	9,064		3,091	12,155
Process Plant	91,346		13,279	104,625
TSF	19,648	29,372	6,640	55,660
Infrastructure	8,617			8,617
G&A	15,730			15,730
Other costs	6,102		505	6,606
Closure costs			19,866	19,866
Contingency	9,389	1,473		10,862
Total	159,896	30,845	43,381	234,122

CapEx estimates presented in this section reflect total project costs from January 2023 to end of mine life. All costs incurred up to the end of 2022 are considered sunk costs. Initial CapEx is defined as costs incurred up to April 2024.

Exclusions to the CapEx estimates include:

Project sunk costs;
Import duties and taxes on the basis that the Kiniero Project will be exempt;
Capital expenditure invested on the Kiniero Project until end of April 2023, including capital invested by previous owners;
Exchange and commodities fluctuations; and
Cost inflations.

The LOM OpEx estimates are summarized below:

	Total OpEx	OpEx unit cost (US$/t	OpEx (US$/oz)
Category
	(US$m)	ore processed)


Refining and transport charges	1.6	0.1	1.9
Mining Costs	296.5	10.7	348.5
Processing Costs	355.1	12.8	417.5
G&A (Guinea)	58.9	2.1	69.2
Total on site OpEx	712.1	25.7	837.1
G&A (outside Guinea)	32.3	1.2	38.0
Total OpEx including off-site G&A	744.4	26.9	875.1

Economic Analysis

The economic analysis was undertaken by the Company and reviewed by AMC. As of July 1, 2023, based on a gold price of US$1,650/oz, the Kiniero Project shows economic viability with a pre-tax net present value (“ NPV ”) at 5% discount rate of US$251 million and internal rate of return (“ IRR ”) of 42% and a post-tax NPV of US$170 million and IRR of 31%, while the payback period is estimated at 3.4 years (pre-tax) and 4.3 years (post-tax).

The pre-tax and post-tax economic analyses are summarized below:


Production Summary	Units	Pre-tax	Post-tax

Mine Total
Total Material Mined	kt	81,715	81,715
Waste	kt	60,304	60,304
Ore	kt	21,410	21,410
Grade	g/t	1.27	1.27
In situ Gold (Reserves)	koz	872	872
Strip Ratio	W:O	2.8	2.8
Processing
Ore Processed	kt	27,665	27,665
Grade	g/t	1.09	1.09
Recovered Gold	koz	851	851
Cashflow summary
Net revenues	US$m	1,402	1,402

Royalties	US$m	(98)	(98)
Cash operating costs	US$m	(743)	(743)
Mining	US$m	(296)	(296)
Processing	US$m	(355)	(355)
G&A Guinea	US$m	(59)	(59)
G&A outside Guinea	US$m	(32)	(32)
Operating EBITDA	US$m	561	561
EBITDA Margin	%	40	40
Sustaining capital	US$m	(23)	(23)
Mine direct cashflows	US$m	537	537
Working capital movement	US$m	-	-
Taxes	US$m	-	(105)
Mine net operating cashflows	US$m	537	433
Growth or extension capital	US$m	(164)	(164)
Mine Net investing cashflows	US$m	373	269
ABEX capital	US$m	(20)	(20)
Mine free cashflows	US$m	353	249
Project NPV as of July 1, 2023	US$m	251	170
Project IRR as of July 1, 2023	%	42	31

Sensitivities were undertaken on gold price, CapEx, and OpEx at varied discount rates. The Kiniero Project is most sensitive to gold price followed by OpEx and then CapEx. The sensitivities to gold price are summarized below:


	Pre-tax			Post-tax
Gold price (US$/oz)
	Discount rate		(%)	Discount rate (%)

	0%	5%	10%	0%	5%	10%
1,950	591	437	329	418	301	218
1,800	472	344	254	335	235	165
1,650	354	251	179	251	170	113
1,500	235	158	104	167	103	59
1,350	116	65	29	82	37	6

The sensitivities to CapEx are summarized below:


	Pre-tax	Post-tax
CapEx flex

	Discount rate (%)	Discount rate (%)

	0%	5%	10%	0%	5%	10%
15%	329	228	157	233	151	94
7.5%	341	239	168	242	160	104
0%	354	251	179	251	170	113
-7.5%	366	263	190	260	179	122
-15%	378	274	201	269	188	131

The sensitivities to OpEx are summarized below:


	Pre-tax			Post-tax
OpEx flex
	Discount rate		(%)	Discount rate (%)

	0%	5%	10%	0%	5%	10%
15%	291	198	134	202	128	76
7.5%	323	225	156	227	149	95
0%	354	251	179	251	170	113
-7.5%	384	277	201	275	190	130
-15%	414	302	222	298	210	147

Exploration, Development and Production

Mining at Kiniero will be undertaken by conventional contractor-operated open-pit mining in the SGA, Jean, SGD, Sabali South, and Sabali North and Central pits. The proposed mining method and fleet will be used to deliver the following:

9.5 year mine life with 7.5 years of mining followed by two (2) years of stockpile processing.
81.7 Mt total open-pit material mined.
21.4 Mt of ore at 1.27 g/t Au mined.
60.3 Mt of waste mined.
2.8:1 waste to ore strip ratio.
6.3 Mt of historic stockpile ore at 0.48 g/t Au.

The Kiniero Project will produce gold doré which is readily marketable and sold “ex-works” or on a “delivered” basis to several international refineries. There are no indications of the presence of penalty elements that may impact the price or render the product unsaleable.

Mineral processing for the Kiniero Project will comprise carbon-in-leach with gold electrowinning, in addition to gravity circuits to produce doré. The gold will be recovered in a beneficiation plant that has been designed to process a blend of oxide, laterite, transition, and fresh ores from various mining areas. Various metallurgical testwork campaigns have been completed by SMG and the Company in support of the Kiniero Project, relying on sample material that has been selected from the differing deposits.

The TSF design was carried out prior to the completion of other studies supporting the Kiniero Technical Report and has not considered final geohydrological assessments. The TSF design should be revisited to assess any risks which may present themselves from studies published after this submission.

The TSF will have sufficient tailings storage capacity to satisfy the minimum LOM tailings storage requirement of 3 Mtpa for a period of 12 years.

Recommendations

The Kiniero Technical Report contains recommendations on the various aspects of the Kiniero Project made by the qualified persons and contributing authors of the Kiniero Technical Report. Some of these recommendations and where relevant, their related costs, are summarized below.

Geology and Mineral Resources

Further work should be completed to understand the structural controls on mineralization, including completion of orientated drill holes and structural logging. Costs for future drilling will be accounted for as part of ongoing operations planning.
Additional work is warranted to better understand the extents and controls on the supergene mineralization at Sabali South and Mansounia Central. Work should include more-detailed geological logging and assessments on grade associations. Costs will be covered under the current operating cost estimates.
A detailed sampling study including development of sampling nomograms, may help define a preferred sampling protocol. Refinements to the sampling protocol may reduce grade variability attributed to fundamental sampling errors. A reduction in sampling-induced grade variability may assist in improving the variography results. The estimated costs for a sampling study would be approximately US$20,000 to US$50,000.
Variograms should be further refined as additional drilling data becomes available, and refinements to the mineralization domains established. Costs for the additional variography work will form part of the costs associated for normal operations.
For the Sabali South Mineral Resource estimates a 1 m composite interval has been applied, differing from the 2 m composites applied to the other deposits. A comparison of the use of a 1 m versus 2 m composite at Sabali South indicates a reduction in variability and greater grade smoothing. For future Mineral Resource updates consideration should be given to using a 2 m composite length to further align the Sabali South estimation composites with those applied at the other deposits. Whilst not a fundamental change to the overall estimation method, it would further increase consistency in the application of estimation methods. The estimated cost to complete an update to the Sabali South Mineral Resource by an independent qualified person is approximately US$50,000 to US$75,000.
Given the inherent compositional and distributional heterogeneity of mineralization within the Kiniero Project, a comprehensive grade control programme is recommended to support mining operations. A budget of US$19 million has been assigned in the current financial model for the grade control programme.

Mining

Ongoing geotechnical studies and monitoring will be required to improve the knowledge of the rock mass quality and optimize slope stability parameters. Costs for this work are included in the mine operating cost model supporting the Kiniero Technical Report.
Following updated resource drilling, the northern extents of the SGA pit should be re-optimized and re-designed to better define the interaction between SGA and SGD. This work will be conducted internally by Kiniero technical staff prior to mine start-up at no additional cost.
Certain optimizations should be considered post-feasibility. Optimizations are currently being undertaken by Kiniero technical staff and will be completed prior to commencement of mining. All staff and software cost requirements have been included in the mine operating and capital costs supporting the Kiniero Technical Report.
Continue to compile the necessary geotechnical, hydrogeological, and metallurgical data to support the inclusion of additional satellite pits including Mansounia Central, Derekana (West Balan), and Banfara, which may provide the additional oxide ore required to optimize the process schedule. Costs for future drilling will be accounted for as part of ongoing operations planning.

Processing and Recovery Methods

Works should be undertaken to consider an emergency feeder, that would allow feed to the SAG mill feed conveyor directly using a front-end loader. The estimated costs for an emergency feeder is approximately US$350,000.
If detox and/or carbon-in-leach leach retention time is found insufficient once in operation, a study should be completed to consider adding tanks (floor space is already available) to the process plant. Additional tanks are estimated to cost US$250,000.
If the mill feed and recirculating load is found difficult to operate, implementation of advanced control methods should be considered. Use of a technical expert to consult and assist in the implementation of advanced control methods is estimated to cost US$100,000.
Water availability is not a significant issue; however, an extreme dry season may require provision for additional boreholes and pit dewatering equipment. Costs estimated are approximately US$150,000.
Once in operation, tests should be undertaken on both the gravity concentrate ore in addition to gravity table and gold room worker blood tests. Costs for these works can be covered under the mine operating cost model supporting the Kiniero Technical Report.
Once in operation, monitoring of the process piping should be done regularly to assess scaling of the pipes. The cost for completing the monitoring the process piping is covered under the mine operating cost model supporting the Kiniero Technical Report.
Once in operation, additional leach tests should be made on the oxide legacy stockpile. Current recovery assumption is conservative, fixing the Au tails at 0.1 g/t Au. Additional leach tests can be completed under the current mine operating cost model.

TSF

A competent construction team with sufficient resources, a strong, demonstrated history of construction managerial experience, and good quality control should be appointed to undertake the construction of the TSF.
A competent lining installation team with a strong, demonstrated experience of successfully installing geomembrane to similar-sized facilities with good quality control should be appointed to undertake the installation of the liner to the TSF.
An appropriate QA/QC plan must be undertaken during the construction of the TSF.
An electrical leak integrity survey needs to be considered after completion of the TSF geomembrane installation for each phase of the TSF prior to tailings deposition to ascertain that the facility has been constructed in accordance with the design intent.
A specialist tailings operating contractor be employed to operate the TSF, preferably an operator/company specializing in TSF operations with an extensive history of experience.
Due to the high rainfall experienced in the area, it is recommended that the construction of the TSF preparatory works be undertaken during the dry season months and must be scheduled as such to prevent delays.
The Phase 1A and Phase 1B trenches have been designed to function simultaneously and should be constructed as such.
Backup pumps, turrets, and power supply should be available to assist with decant from the TSF in any event of loss of electrical power or breakdown of return water infrastructure.
Consideration should be given to the results of the updated assessment in terms of TSF geometry and the need for any other additional stabilizing measures.
A comprehensive monitoring plan be adhered to for the facility to allow for the development of early warning systems, operational performance tracking, and data gathering to develop a knowledge base for the TSF and assist in the execution of a closure plan for the facility.

The above recommendations are covered under the current design and costs presented within the

Kiniero Technical Report.

Environmental

Kinetic testwork is recommended on the TSF material as well as the higher risk transitional material identified that is currently classified as uncertain, or potentially acid-forming. Testwork costs are estimated at approximately US$5,000.
The FS layout directly affects agricultural assets within the Project area, which requires the completion of the implementation of the Livelihood Restoration Plan (“ LRP ”) and associated compensation prior to construction in these areas. The LRP is currently being developed and implemented and the actual compensation cost will be confirmed once the LRP has been completed. Provision in the financial model for the compensation is US$0.45 million.
Water from the existing flooded pits will need to be dewatered into the Bariko and Kéléro Rivers during the wet season of 2023 at a rate not exceeding the acceptable release rates as provided in the ESIA. Should the pre-development dewatering water quality not comply with guidelines, treating the water prior to discharge, or finding an alternative dewatering strategy will be required. Whilst pit dewatering costs are including within the CapEx and OpEx costs outlined in the Kiniero Technical Report, no provision is provided for the treatment of the pit water.
The proposed new TSF is situated approximately 800 m from the edge of the Ballan village. Based on the latest air quality (“ AQ ”) dispersion modelling, potential wind-blown dustfall impacts may result in non-compliance and health impacts on the Ballan community. It is recommended that the AQ dispersion modelling risks be confirmed with the recommended onsite monitoring at Ballan village, and the effectiveness of the mitigation measures confirmed. The calibration of the air quality and noise models is expected to cost approximately US$5,000. The monitoring cost required to calibrate the models is covered under the mine operating cost model.
A series of IFC action plans will be required as part of the project implementation. A provision of US$150,000 has been made in the mine operating cost model for the development and implementation of the plans.
As part of the ESMP, an environmental monitoring plan and budget has been provided for air quality, noise, surface, and groundwater quality monitoring, as well as social monitoring programmes. The allowance for the implementation of the monitoring programmes for the LOM is US$2.3 million and is covered under the operating cost estimates presented in the Kiniero Technical Report.
As part of the Kiniero Project’s stormwater management plan, stormwater management and flood protection berms may be required by the Sabali South pit, depending on the final pit design. An allowance of US$0.6 million has been made in the current financial model, assuming that no riprap will be required.
For power and water use, it is recommended that efficient practices are implemented, and alternative supply options are continuously investigated in order to optimize the power and water supply options used on-site. The site-wide water balance must be calibrated and reviewed on a regular basis to ensure efficient use of water resources. No financial provision is required for this item.

For additional technical information about the Kiniero Project, refer to the Kiniero Technical Report, the news release dated June 14, 2023, titled “Robex Reports a Feasibility Study for Kiniero With Significantly Improved Economics vs PFS”, and the MCR. These documents are available for review under the Company’s SEDAR profile at www.sedar.com.

CONSOLIDATED CAPITALIZATION

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the share and loan capitalization of the Company that will result from the issuance of Securities pursuant to such Prospectus Supplement.

As at May 30, 2023, there were 844,054,403 Common Shares issued and outstanding, as well as 10,265,163 stock options (“ Options ”) of the Company outstanding which, if exercised, would result in the

issuance of an additional 10,265,163 Common Shares. As of the date of this Prospectus, there are 844,054,403 Common Shares issued and outstanding, as well as 10,265,163 Options and the 22,500,000 Taurus Warrants (as defined herein) outstanding which, if exercised, would result in the issuance of an additional 10,265,163 and 22,500,000 Common Shares, respectively.

Other than as set out above, there have been no material changes in the consolidated capitalization of Robex since May 30, 2023.

DESCRIPTION OF SECURITIES

The following description sets forth certain general terms and provisions of the Securities. The Company may issue Securities either separately or together with or upon the conversion of or in exchange of other securities. The particular terms and provisions of each series of Securities the Company may offer will be described in greater details in the related Prospectus Supplement, which may provide information that is different from this Prospectus. The Company reserves the right to include in a Prospectus Supplement specific variable terms pertaining to the Securities that are not within the descriptions set forth in this Prospectus.

The authorized share capital of Robex consists of (i) an unlimited number of Common Shares of which 844,054,403 are issued and outstanding as at the date of this Prospectus, and (ii) an unlimited number of Preferred Shares. There are also outstanding 22,500,000 non-transferable warrants to purchase up to 22,500,000 Common Shares with an exercise price of $0.39 per Common Share, which are held by Taurus (the “ Taurus Warrants ”), and 10,265,163 Options.

Upon closing of the acquisition of Sycamore Mining Limited by the Company, the Company issued the first tranche of the shares to be issued to the sellers under the purchase agreement dated April 19, 2022 entered into by, among others, the Company, Sycamore Capital CY Limited, Sycamore Mining Limited and its shareholders, pursuant to which the Company acquired Sycamore Mining Limited, being 242,160,000 Common Shares. These shares are held in escrow with Computershare Trust Company of Canada Inc. until the earlier of the date the first oz of gold is poured at the Kiniero Project and twenty-two (22) months after closing of the transaction.

The summary below of the rights, privileges, restrictions and conditions attaching to the Securities is subject to, and qualified by reference to, Robex’s articles and by-laws.

Common Shares

The specific terms of any offerings of Common Shares including the number of Common Shares being offered and the offering price, will be described in one or more Prospectus Supplements.

Holders of Common Shares are entitled to one (1) vote for each Common Share held at all meetings of shareholders. Holders of Common Shares are also entitled to receive, subject to the rights, privileges, restrictions and conditions attaching to the other classes of shares, all dividends, if and when declared by the board of directors of the Company (the “ Board ”), and the remaining assets upon the liquidation, dissolution or winding-up of Robex, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs. The Common Shares do not carry any pre-emptive or conversion rights.

Preferred Shares

The specific terms of any offerings of Preferred Shares, including the designation of the particular series, aggregate amount, the number of shares offered, the issue price, the dividend rate, if any, the dividend payment dates, any exchange, conversion, redemption or repurchase provisions and any other specific terms, will be described in one or more Prospectus Supplements.

Except as provided for in the special rights and restrictions attaching to the Preferred Shares, holders of Preferred Shares are not entitled to receive notice of, attend, or vote at any meeting of shareholders of Robex. Holders of Preferred Shares are entitled to receive variable, preferential, non-cumulative dividends, if any, as and when declared by the Board in its discretion, at a maximum annual rate of 14% calculated on the redemption price of such Preferred Shares. Holders of Preferred Shares are not entitled to any participation in the profits and surplus assets other than the dividends described above.

Upon the liquidation, dissolution or winding-up of Robex, holders of Preferred Shares are entitled to receive, in priority to the holders of Common Shares, the payment of the amount paid on such Preferred Shares plus any declared and unpaid dividend.

The Preferred Shares will be redeemable by Robex at its discretion upon thirty (30) days’ written notice at a price that will include the amount paid on such shares plus any declared and unpaid dividend. The redemption, if partial, will be made on a pro rata basis.

Robex may, without notice, purchase all or part of the outstanding Preferred Shares at the best possible price. If partial, the purchase of Preferred Shares will be made on a pro rata basis or in any other manner unanimously agreed to by the holders of the outstanding Preferred Shares.

No conversion of Preferred Shares and no creation of a new class of shares having the same rank or a prior rank to the Preferred Shares may be authorized and the rights attaching to the Preferred Shares may not be amended, unless such conversion, creation or amendment has been approved by the holders of at least 75% in value of the Preferred Shares.

Debt Securities

The following describes certain general terms and provisions of the Debt Securities. The Company may issue Debt Securities, separately or together, with Common Shares, Preferred Shares, Warrants, Subscription Receipts or Units or any combination thereof, as the case may be. The Debt Securities which may be offered hereunder include, but are not limited to, unsubordinated Debt Securities that will rank equally and pari passu , including with respect to security interests, with all other present and future unsubordinated indebtedness for borrowed money of the Company.

The Debt Securities may be issued in one or more series under one or more distinct indentures or under a supplemental indenture to a distinct indenture (each, a “ Trust Indenture ”), in each case between the Company and a financial institution to which the Trust and Loan Companies Act (Canada) applies or a financial institution organized under the laws of any province of Canada and authorized to carry on business as a trustee (each, a “ Trustee ”). The Debt Securities may also be issued without the benefit of a Trust Indenture.

The terms and conditions applicable to Debt Securities issued under a Trust Indenture or without the benefit of a Trust Indenture will be set forth in such Trust Indenture or in the specific Debt Security, as the case may be, and summarized in the applicable Prospectus Supplement. The statements made below relating to any Trust Indenture, instalment receipt and pledge agreement (see below) or Debt Securities to be issued thereunder and to any specific Debt Security issued without the benefit of a trust indenture, as the case may be, are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Trust Indenture, instalment receipt and pledge agreement, or the specific Debt Security, as the case may be.

Each Trust Indenture or specific Debt Security, as the case may be, may provide that Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Company. The specific terms and provisions that will apply to any Debt Securities that may be offered by us pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement. This description will include, where applicable:

(i) the designation, aggregate principal amount, authorized denominations and ranking of such Debt Securities;
(ii) the currency or currency units for which the Debt Securities may be purchased and the currency or currency unit in which the principal and any interest is payable (in either case, if other than Canadian dollars);
(iii) the percentage of the principal amount at which such Debt Securities will be issued;
(iv) the date or dates on which such Debt Securities will mature;
(v) the rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);
(vi) the dates on which any such interest will be payable and the record dates for such payments;
(vii) the place or places where principal, premium and interest will be payable;

(viii) the Trustee under any Trust Indenture pursuant to which the Debt Securities are to be issued, as applicable;
(ix) any redemption term or terms under which such Debt Securities may be defeased;
(x) whether such Debt Securities are to be issued in registered form, “book-entry only” form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
(xi) covenants, events of default, any terms of redemption;
(xii) any exchange or conversion terms;
(xiii) any terms relating to the modification, amendment or waiver of any terms of such Debt Securities or the applicable indenture;
(xiv) material Canadian federal income tax consequences of owning the Debt Securities;
(xv) whether the Debt Securities (or instalment receipts representing the Debt Securities, if applicable) will be listed on any securities exchange;
(xvi) the ratings, if any, issued by rating agencies; and
(xvii) any other specific terms.

Debt Securities may, at the option of the Company, be issued in fully registered form, in bearer form or in “book-entry only” form. Debt Securities in registered form will be exchangeable for other Debt Securities of the same series and tenor, registered in the same name, for a like aggregate principal amount in authorized different denominations and will be transferable at any time or from time to time at the corporate trust office of the Trustee for the Debt Securities. No charge will be made to the holder for any such exchange or transfer, except for any tax or government charge incidental thereto.

Debt Securities of a single series may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The Company will summarize in the applicable Prospectus Supplement certain terms of the Debt Securities being offered thereby and the relevant Trust Indenture or specific Debt Security, as the case may be, which the Company believes will be most important to an investor’s decision to invest in the Debt Securities being offered. It is the Trust Indenture, as supplemented by any applicable supplemental indenture, or the specific Debt Security, as the case may be, and not the summary in the applicable Prospectus Supplement, which defines the rights of a holder of Debt Securities. There may be other provisions in the Trust Indenture or the specific Debt Security, as the case may be, which are important to a purchaser of Debt Securities. Such purchaser of Debt Securities should read the Trust Indenture, instalment receipt or pledge agreement or the specific Debt Security, as the case may be, for a full description of the terms of the Debt Securities, the terms of which shall prevail to the extent of any inconsistency.

The Debt Securities offered pursuant to this Prospectus and any Prospectus Supplement may be represented by instalment receipts which will provide for payment for the Debt Securities on an instalment basis, the particular terms and provisions of which will be described in the applicable Prospectus Supplement and set out in an instalment receipt or pledge agreement or similar agreement. Any such instalment receipt will evidence, among other things: (a) the fact that a first instalment payment has been made in respect of the Debt Securities represented thereby, and (b) the beneficial ownership of the Debt Securities represented by the instalment receipt, subject to a pledge of such Debt Securities securing the obligation to pay the balance outstanding under such Debt Securities on or prior to a certain date.

The terms on which a series of Debt Securities may be convertible into or exchangeable for Common Shares or other securities of the Company will be described in the applicable Prospectus Supplement. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at the option of the Company, and may include provisions pursuant to which the number of Common Shares or other securities to be received by the holders of such series of Debt Securities would be subject to adjustment.

To the extent any Debt Securities are convertible into Common Shares or other securities of the Company, prior to such conversion the holders of such Debt Securities will not have any of the rights of

holders of the securities into which the Debt Securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities.

Warrants

The Company may issue Warrants, separately or together, with Common Shares, Preferred Shares, Debt Securities, Subscription Receipts or Units or any combination thereof, as the case may be. The Warrants would be issued under a separate Warrant agreement or indenture. The specific terms and provisions that will apply to any Warrants that may be offered by Robex pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

i. the number of Warrants offered;
ii. the price or prices, if any, at which the Warrants will be issued;
iii. the currency at which the Warrants will be offered and in which the exercise price under the Warrants may be payable;
iv. upon exercise of the Warrant, the events or conditions under which the amount of Securities may be subject to adjustment;
v. the date on which the right to exercise such Warrants shall commence and the date on which such right shall expire;
vi. if applicable, the identity of the Warrant agent;
vii. whether the Warrants will be listed on any securities exchange;
viii. whether the Warrants will be issued with any other Securities and, if so, the amount and terms of these Securities;
ix. any minimum or maximum subscription amount;
x. whether the Warrants are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
xi. any material risk factors relating to such Warrants and the Securities to be issued upon exercise of the Warrants;
xii. material Canadian federal income tax consequences of owning the Warrants and the Securities to be issued upon exchange of the Warrants;
xiii. any other rights, privileges, restrictions and conditions attaching to the Warrants and the Securities to be issued upon exercise of the Warrants; and
xiv. any other material terms or conditions of the Warrants and the Securities to be issued upon exercise of the Warrants.

The terms and provisions of any Warrants offered under a Prospectus Supplement may differ from the terms described above, and may not be subject to or contain any or all of the terms described above.

Prior to the exercise of any Warrants, holders of such Warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive payments of dividends or the right to vote such underlying securities.

Subscription Receipts

The following sets forth certain general terms and provisions of the Subscription Receipts. The Company may issue Subscription Receipts that may be exchanged by the holders thereof for other Securities upon the satisfaction of certain conditions.

Subscription Receipts may be offered separately or together with Debt Securities, Preferred Shares, Common Shares, Warrants or Units or any combination thereof, as the case may be. The Subscription Receipts will be issued under a subscription receipt agreement.

The specific terms and provisions that will apply to any Subscription Receipts that may be offered by us pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement and the extent to which the general terms described below apply to those Subscription Receipts, will be described in such Prospectus Supplement. This description will include, where applicable:

i. the number of Subscription Receipts offered;
ii. the price or prices, if any, at which the Subscription Receipts will be issued;
iii. the manner of determining the offering price(s);
iv. the currency at which the Subscription Receipts will be offered and whether the price is payable in installments;
v. the Securities into which the Subscription Receipts may be exchanged;
vi. conditions to the exchange of Subscription Receipts into other Securities and the consequences of such conditions not being satisfied;
vii. the number of Securities that may be issued upon the exchange of each Subscription Receipt and the price per Security or the aggregate principal amount, denominations and terms of the series of Debt Securities that may be issued upon exchange of the Subscription Receipts, and the events or conditions under which the amount of Securities may be subject to adjustment;
viii. the dates or periods during which the Subscription Receipts may be exchanged;
ix. the circumstances, if any, which will cause the Subscription Receipts to be deemed to be automatically exchanged;
x. provisions applicable to any escrow of the gross or net proceeds from the sale of the Subscription Receipts plus any interest or income earned thereon, and for the release of such proceeds from such escrow;
xi. if applicable, the identity of the Subscription Receipt agent;
xii. whether the Subscription Receipts will be listed on any securities exchange;
xiii. whether the Subscription Receipts will be issued with any other Securities and, if so, the amount and terms of these Securities;
xiv. any minimum or maximum subscription amount;
xv. whether the Subscription Receipts are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
xvi. any material risk factors relating to such Subscription Receipts and the Securities to be issued upon exchange of the Subscription Receipts;
xvii. material Canadian federal income tax consequences of owning the Subscription Receipts and the Securities to be issued upon exchange of the Subscription Receipts;
xviii. any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts and the Securities to be issued upon exchange of the Subscription Receipts; and
xix. any other material terms or conditions of the Subscription Receipts and the Securities to be issued upon exchange of the Subscription Receipts.

The terms and provisions of any Subscription Receipts offered under a Prospectus Supplement may differ from the terms described above, and may not be subject to or contain any or all of the terms described above.

Subscription receipt certificates will be exchangeable for new subscription receipt certificates of different denominations at the office indicated in the applicable Prospectus Supplement. Prior to the exchange of any Subscription Receipts, holders of such Subscription Receipts will not have any of the rights of holders of the securities for which the Subscription Receipts may be exchanged, including the

right to receive payments of dividends (other than dividend equivalent payments, if any, or as otherwise set forth in any applicable Prospectus Supplement) or the right to vote such underlying securities.

Units

The following sets forth certain general terms and provisions of the Units. Each Unit would be issued so that the holder of the Unit is also the holder of each Security comprising the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each applicable Security. Units may be offered separately or together with Debt Securities, Preferred Shares, Common Shares, Warrants or Subscription Receipts or any combination thereof, as the case may be. The specific terms and provisions that will apply to Units that may be offered by us pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

i. the number of Units offered;
ii. the price at which the Units will be offered;
iii. the manner of determining the offering prices;
iv. the currency at which the Units will be offered;
v. the Securities comprising the Units;
vi. whether the Units will be issued with any other Securities and, if so, the amount and terms of these Securities;
vii. any minimum or maximum subscription amount;
viii. whether the Units and the Securities comprising the Units are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
ix. any material risk factors relating to such Units or the Securities comprising the Units;
x. material Canadian federal income tax consequences of owning the Securities comprising the Units;
xi. any other rights, privileges, restrictions and conditions attaching to the Units or the Securities comprising the Units; and
xii. any other material terms or conditions of the Units or the Securities comprising the Units, including whether and under what circumstances the Securities comprising the Units may be held or transferred separately.

The terms and provisions of any Units offered under a Prospectus Supplement may differ from the terms described above, and may not be subject to or contain any or all of the terms described above

EARNINGS COVERAGE RATIOS

Earnings coverage ratios will be provided, as required, in the applicable Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

PLAN OF DISTRIBUTION

The Company may sell Securities (i) to or through underwriters or dealers, (ii) directly to one or more purchasers pursuant to applicable statutory exemptions, or (iii) through agents. The Securities may be sold from time to time in one or more transactions at a fixed or non-fixed price or prices, which may be changed from time to time, at market prices prevailing at the time of sale, at varying prices determined at the time of sale, at prices determined by reference to the prevailing market prices or at prices to be negotiated with purchasers, which prices may vary as between purchasers and during the period of distribution of the Securities. A description of such pricing will be disclosed in the applicable Prospectus Supplement. The Company may offer Securities in the same offering, or it may offer Securities in separate offerings.

This Prospectus may also, from time to time, relate to the offering of Securities by certain selling securityholders. The selling securityholders may sell all or a portion of the Company’s Securities

beneficially owned by them and offered thereby from time to time directly or through one or more underwriters, broker-dealers or agents. Securities may be sold by the selling securityholders in one or more transactions at fixed prices (which may be changed from time to time), at market prices prevailing at the time of the sale, at varying prices determined at the time of sale, at prices related to prevailing market prices or at negotiated prices.

The Prospectus Supplement for any of the Securities being offered thereby will set forth the terms of the offering of such Securities, including the type of security being offered, the name or names of any underwriters, dealers or agents involved in the offering and sale of the Securities, the name or names of any selling securityholders, the initial offering price, the purchase price of such Securities, the proceeds to the Company, any underwriting discounts and other items constituting underwriters’ compensation and any discounts, concessions or commissions allowed or reallowed or paid to dealers. Only underwriters or agents so named in a Prospectus Supplement are deemed to be underwriters, dealers or agents, as applicable, in connection with the Securities offered thereby.

If underwriters are used in the sale, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, at market prices prevailing at the time of sale or at prices related to such prevailing market prices. The obligations of the underwriters to purchase such Securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the Securities offered by the Prospectus Supplement if any of such Securities are purchased. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

The Securities may also be sold: (i) directly by the Company or the selling securityholders at such prices and upon such terms as agreed to by the Company and the purchaser or (ii) through agents designated by the Company or the selling securityholders from time to time. Any selling securityholder or agent involved in the offering and sale of the Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company and/or selling securityholders to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any agent would be acting on a “best efforts basis” for the period of its appointment.

The Company and/or the selling securityholders may agree to pay the underwriters, dealers or agents a commission for various services relating to the issue and sale of any Securities offered under any Prospectus Supplement. Any such commission will be paid out of the general corporate funds of the Company. Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Company and/or the selling securityholders to indemnification by the Company and/or the selling securityholders against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers or agents may be customers of, engage in transactions with or perform services for the Company in the ordinary course of business.

The Company may authorize underwriters, dealers or agents to solicit offers by eligible institutions to purchase Securities from the Company at the public offering price set forth in the applicable Prospectus Supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. The conditions to these contracts and the commissions payable for solicitation of these contracts will be set forth in the applicable Prospectus Supplement.

Each class or series of Preferred Shares, Debt Securities, Warrants, Subscription Receipts and Units will be a new issue of Securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, the Preferred Shares, Debt Securities, Warrants, Subscription Receipts or Units will not be listed on any securities or stock exchange. Unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Preferred Shares, Debt Securities, Warrants, Subscription Receipts or Units may be sold and purchasers may not be able to resell Preferred Shares, Debt Securities, Warrants, Subscription Receipts or Units purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of the Preferred Shares, Debt Securities, Warrants, Subscription Receipts or Units in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. Subject to applicable laws, certain dealers may

make a market in the Preferred Shares, Debt Securities, Warrants, Subscription Receipts or Units, as applicable, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make a market in the Preferred Shares, Debt Securities, Warrants, Subscription Receipts or Units or as to the liquidity of the trading market, if any, for the Preferred Shares, Debt Securities, Warrants, Subscription Receipts or Units.

In connection with any offering of the Securities other than “at-the-market distribution” (unless otherwise specified in a Prospectus Supplement), the underwriters, dealers or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open market. These transactions may be commenced, interrupted or discontinued at any time. No underwriter, dealer or agent involved in an “at-the-market distribution” under this Prospectus, no affiliate of such an underwriter, dealer or agent and no person or company acting jointly or in concert with such underwriter, dealer or agent will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

Unless otherwise specified in a Prospectus Supplement, the Securities will not be registered under the Securities Act of 1933 (United States), as amended or the securities law of any state of the United States of America.

TRADING PRICE AND VOLUME OF THE COMPANY’S SECURITIES

Trading prices and volume of the Company’s Securities will be provided, as required, in each Prospectus Supplement for each class or series of Securities distributed under such Prospectus Supplement and for Securities into which those classes or series of Securities are convertible or exchangeable.

PRIOR SALES

Prior sales will be provided in a Prospectus Supplement with respect to the Securities being distributed under such Prospectus Supplement.

TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences generally applicable to an investor acquiring, holding and disposing any Securities offered thereunder. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

RISK FACTORS

Before deciding whether to invest in any Securities, prospective investors should carefully consider, in light of their own financial circumstances, the information contained in or incorporated by reference in this Prospectus (including subsequently filed documents incorporated by reference), and, if applicable, those described in a Prospectus Supplement relating to a specific offering of Securities, including the risks described herein, in the AIF under “Risk Factors” and under the “Risks and Uncertainties” section of each of the Company’s 2022 MD&A and Q1 2023 MD&A. Some of the risk factors described herein and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, are interrelated and, consequently, investors should treat such risk factors as a whole. If any of the identified risks actually occur, Robex’s business, financial condition, prospects, results of operations or cash flows, and your investment in the Securities, could be materially and adversely affected. Additional risks or uncertainties not currently known to Robex, or that Robex currently deems immaterial, may also impair its business operations. Robex cannot assure you that any of the events discussed in the risk factors will not occur. If any of such events does occur, you may lose all or part of your original investment in any Securities.

The Company may issue additional Securities in the future which may dilute the holdings of existing securityholders, including the holders of Securities purchased under this Prospectus.

The Company may issue additional Securities in the future, which may dilute the holdings of existing securityholders in the Company, including purchasers of Securities under this Prospectus. The

Company’s articles permit the issuance of an unlimited number of Common Shares and an unlimited number of Preferred Shares, and shareholders have no pre-emptive rights in connection with further issuances of any Securities. The Board has the discretion to determine the price and terms of any Debt Securities, the designation, rights, privileges, restrictions and conditions attaching to any series of Preferred Shares, and the price and terms of any issuances of Common Shares, Subscription Receipts, Warrants and Units. Any such future issuances could be significant and we cannot predict the effect that future issuances and sales of Securities will have on the market price of the Common Shares. Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per share.

The Kiniero Project may not reach the exploitation phase within the regulatory deadline.

On November 4, 2020, Sycamore Mine Guinée S.A.U., now a subsidiary of the Company, received a gold and mineral substances exploitation permit for a portion of the Kiniero Project. This permit is valid for fifteen years. On November 17, 2020, Sycamore Mine Guinée S.A.U. received three permits to mine gold and mineral substances on a portion of the Kiniero Project. These three exploitation permits are valid for a period of fifteen years. As stipulated in the Mining Code of the Republic of Guinea, the Company is required to reach the exploitation phase no later than four years from the date that exploitation permits are granted. In addition, the Company is subject to certain minimum development work obligations over the life of the permits. The Kiniero Project is currently in the exploration and development stage. The chance of ever reaching the exploitation phase is uncertain. The timing of development of the Kiniero Project depends on many factors, some of which are beyond the Company’s control, including taxation, the timely issuance of permits/licenses and the acquisition of surface land and easement rights required to develop and operate the Kiniero Project. The development of the Kiniero Project is also dependent on the Company obtaining sufficient funding. Failure to reach the exploitation phase within the regulatory deadline may result in the Company being unable to renew or maintain the permits that are required to explore and develop the Kiniero Project, which would force the Company to discontinue development of the Kiniero Project.

SELLING SECURITYHOLDERS

Selling securityholders to be named in an applicable Prospectus Supplement may, from time to time, offer and sell some or all of the Securities held by them pursuant to this Prospectus and the applicable Prospectus Supplement. Such selling securityholders may sell Securities held by them to or through underwriters, dealers or agents or directly to purchasers or as otherwise set forth in the applicable Prospectus Supplement.

Any Prospectus Supplement that the Company files in connection with an offering of Securities by selling securityholders will include the following information: the names of the selling securityholders; the number or amount of Securities owned, controlled or directed of the class being distributed by each selling securityholder; the number or amount of Securities of the class being distributed for the account of each selling securityholder; the number or amount of Securities of any class to be owned, controlled or directed by the selling securityholders after the distribution and the percentage that number or amount represents of the total number of our outstanding Securities; whether the Securities are owned by the selling securityholders both of record and beneficially, of record only, or beneficially only; and all other information that is required to be included in the applicable Prospectus Supplement.

USE OF PROCEEDS

The use of proceeds from the sale of Securities will be described in the applicable Prospectus Supplement relating to a specific offering and sale of Securities. Unless otherwise set forth in the applicable Prospectus Supplement, the Company will not receive any proceeds from any sale of any Securities by selling securityholders.

As of the date hereof, the Company expects to use of the proceeds of any specific offering and sale of Securities to fund part of the capital costs required to develop the Kiniero Project to the completion of construction and/or to pursue mergers and acquisitions opportunities, if and when they arise.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

Certain of our directors and officers, namely Georges Cohen, Benjamin Cohen, Julien Cohen, Gérard De Hert, Thomas Lagrée, Aurélien Bonneviot and Alain William, reside outside of Canada. Each of them has appointed Robex Resources Inc., at Édifice Le Delta 1, 2875 Laurier Boulevard, Suite 1000, Québec, Québec, Canada, G1V 2M2, as their agent for service of process. Messrs. Ingvar Kirchner, Alan Turner, Nicholas Szebor, Dan Tucker, Adriano Carneiro, Guy Wiid, Antoine Berton, Jody Thompson, Faan Coetzee, Denis Boivin and Andrew De Klerk, each a “qualified person” under NI 43-101 who has prepared or supervised the preparation of certain scientific and technical information contained or incorporated by reference in this Prospectus, also reside outside of Canada. Purchasers are advised that it may not be possible for them to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.

INTEREST OF EXPERTS

The following experts, firms and companies are named as having prepared or certified a report, valuation, statement or opinion in this Prospectus, either directly or in a document incorporated herein by reference, and whose profession or business gives authority to the report, valuation, statement or opinion made by the expert:

Dan Tucker, CEng, FAusIMM (CP Geo), Mining Plus UK Limited
Adriano Carneiro, FAusIMM (CP Eng), Mining Plus UK Limited
Ingvar Kirchner, FAusIMM, MAIG, AMC Consultants Pty Limited
Nicholas Szebor, CGeol (GSL), EurGeol, FGS, AMC Consultants (UK) Limited
Alan Turner, MIMMM, CEng, AMC Consultants (UK) Limited
Guy Wiid, CEng, Epoch Resources (Pty) Ltd.
Antoine Berton, PhD, P.Eng, Soutex Inc.
Jody Thompson, MSAIMM, COMREC, MISRM, TREM Engineering
Faan Coetzee, Pr.Sci.Nat, ABS Africa (Pty) Ltd.
Mario Boissé, Eng, MRP801 Inc.
Denis Boivin, P Geo, Programine Bamako
Andrew De Klerk, BSc (Hons), Pr.Sci.Nat, Robex Resources Inc.

Messrs. Ingvar Kirchner, Nicholas Szebor, Alan Turner, Guy Wiid, Antoine Berton, Jody Thompson and Faan Coetzee are independent “qualified persons” within the meaning of NI 43-101 and are coauthors of the Kiniero Technical Report.

Messrs. Antoine Berton, Mario Boissé and Denis Boivin are independent “qualified persons” within the meaning of NI 43-101 and are co-authors of the Nampala Technical Report.

Messrs. Denis Boivin and Mario Boissé have reviewed and approved certain information of a scientific or technical nature contained under the heading “Robex Resources Inc.” in this Prospectus and in the AIF relating to the Nampala Project. Messrs. Dan Tucker, Adriano Carneiro, Guy Wiid, Antoine Berton, Jody Thompson, Faan Coetzee and Andrew De Klerk have reviewed and approved certain information of a scientific or technical nature contained in the AIF relating to the Kiniero Project. Messrs. Ingvar Kirchner, Nicholas Szebor, Alan Turner, Guy Wiid, Antoine Berton, Jody Thompson and Faan Coetzee have reviewed and approved certain information of a scientific or technical nature contained under the headings “Robex Resources Inc.” and “Summary of Mineral Resource and Mineral Reserve Estimates” in this Prospectus and in the MCR relating to the Kiniero Project. Messrs. Dan Tucker, Adriano Carneiro, Denis Boivin, Mario Boissé, Ingvar Kirchner, Nicholas Szebor, Alan Turner, Guy Wiid, Antoine Berton, Jody Thompson, Faan Coetzee and Andrew De Klerk are “qualified persons” within the meaning of NI 43-101.

To the best knowledge of the Company, and as of the date hereof, each of the experts referred to above beneficially owns, directly or indirectly, less than 1% of the outstanding securities of the Company.

LEGAL MATTERS

Unless otherwise specified in a Prospectus Supplement, certain legal matters relating to the Securities offered by a Prospectus Supplement will be passed upon, on behalf of the Company, by Norton Rose Fulbright Canada LLP. The partners and associates of Norton Rose Fulbright Canada LLP

as a group beneficially own, directly or indirectly, less than 1% of the outstanding securities of the Company.

AUDITORS AND TRANSFER AGENT AND REGISTRAR

The independent auditors of the Company are PricewaterhouseCoopers LLP, a partnership of Chartered Professional Accountants, in Montreal, Québec. PricewaterhouseCoopers LLP are independent of the Company within the meaning of the Code of ethics of chartered professional accountants (Québec).

The registrar and transfer agent for the Common Shares is Computershare Investor Services Inc. at its office at 1500 Robert-Bourassa Boulevard, Montreal, Québec, H3A 3S8.

PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may only be exercised within two (2) business days after receipt or deemed receipt of a prospectus or a prospectus supplement relating to the securities purchased by a purchaser and any amendments thereto. In several provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus or a prospectus supplement relating to the securities purchased by a purchaser and any amendments thereto contain a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

In addition, original purchasers of convertible, exchangeable or exercisable Securities (unless the Securities are reasonably regarded by the Company as incidental to the applicable offering as a whole) will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of the convertible, exchangeable or exercisable Security. The contractual right of rescission will be further described in any applicable Prospectus Supplement, but will, in general, entitle such original purchasers to receive the amount paid for the applicable convertible, exchangeable or exercisable Security (and any additional amount paid upon conversion, exchange or exercise) upon surrender of the underlying securities acquired thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable Security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus.

In an offering of Securities that are convertible, exchangeable or exercisable, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which such convertible, exchangeable or exercisable Securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories of Canada, if the purchaser pays additional amounts upon conversion, exchange or exercise of such Securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of this right of action for damages or consult with a legal advisor.

CERTIFICATE OF THE CORPORATION

Dated: July 20, 2023

This short form base shelf prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces and territories of Canada.

(Signed) Aurélien Bonneviot Chief Executive Officer

(Signed) Alain William Chief Financial Officer

On Behalf of the Board of Directors

(Signed) Richard R. Faucher Director, Chair of the Board of Directors

(Signed) Christian Marti Director

C-1

AI assistant

Robex Resources Inc. — Capital/Financing Update 2023

43202_rns_2023-07-20_d341f594-d858-4237-b3cd-02084893fe72.pdf

SHORT FORM BASE SHELF PROSPECTUS

ROBEX RESOURCES INC.

$250,000,000

Common Shares Preferred Shares Debt Securities Warrants Subscription Receipts Units

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

MEANING OF CERTAIN REFERENCES

FINANCIAL INFORMATION

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

DOCUMENTS INCORPORATED BY REFERENCE

TECHNICAL INFORMATION

TRADEMARKS AND TRADE NAMES

ROBEX RESOURCES INC.

SUMMARY OF MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

Nampala Project

Kiniero Project

Property Description, Location and Access

Mineral Rights and Permitting

Kiniero Exploitation License Details

Mansounia Exploration License Details

Surface Rights

Royalties, Taxation and Liabilities

State Royalties

Kiniero License Royalties

Mansounia License Royalties

History

Historical Mineral Resource Estimates of the Kiniero License Area

Historical Mineral Resource Estimates of the Mansounia License Area

Geological Setting, Mineralization and Deposit Types

Deposit Geology

Mineralization

Sabali Cluster

Mansounia Central

SGA Cluster

Jean Cluster

Balan Cluster

Other Deposits

Deposit types

Kiniero License Exploration (other than drilling) – 2020 to April 2023

Surveys

• Unit: metre

Digital terrain models

Outcrop sampling

Soil geochemical sampling (“ BLEG ”)

Remote sensing and structural interpretation

Compilation of historical geophysical surveys

Magnetic Modelling

Resistivity surveys – Schlumberger array

Mansounia License Exploration (other than drilling) – 2020 to April 2023

Digital terrain models

Soil geochemical sampling (BLEG)

Drilling

Sampling, Analysis and Data Verification

Historical Sampling, Analysis and Data Verification

Robex Sampling, Analysis and Data Verification

Quality Assurance/Quality Control

Metallurgical Testwork

Mineral Resource Estimate

Mineral Reserve Estimate

Mining, Processing and Infrastructure Overview

Environment, Permitting, Compliance Activities, and Social Licence

Summary of Potential Environmental/Social Impacts and Risks

Capital and Operating Costs

Economic Analysis

Exploration, Development and Production

Recommendations

Geology and Mineral Resources

Mining

Processing and Recovery Methods

TSF

Environmental

CONSOLIDATED CAPITALIZATION

DESCRIPTION OF SECURITIES

Common Shares

Preferred Shares

Debt Securities

Warrants

Robex Resources Inc. Capital/Financing Update 2023