Execution Version

ARRANGEMENT AGREEMENT

AMONG

PREDICTIVE DISCOVERY LIMITED

AND

9548-5991 QUÉBEC INC.

AND

ROBEX RESOURCES INC.

DATED OCTOBER 5, 2025

ARTICLE 1 INTERPRETATION...2
1.1 Definitions...2
1.2 Interpretation Not Affected by Headings...23
1.3 Number and Gender...23
1.4 Certain Phrases and References, etc...23
1.5 Capitalized Terms...24
1.6 Date for Any Action...24
1.7 Time References...24
1.8 Statutes...24
1.9 Currency...24
1.10 Accounting Matters...24
1.11 Knowledge...24
1.12 Consent...25
1.13 Affiliates and Subsidiaries...25
1.14 Schedules...25

ARTICLE 2 THE ARRANGEMENT AND MEETING...26
2.1 Arrangement...26
2.2 Interim Order...26
2.3 Robex Meeting...27
2.4 Robex Circular...29
2.5 Final Order...32
2.6 Court Proceedings...32
2.7 Articles of Arrangement and Effective Date...33
2.8 Payment and Delivery of Consideration...34
2.9 Withholding Taxes...34
2.10 U.S. Securities Law Matters...36
2.11 Treatment of Convertible Securities...37
2.12 Adjustment to Consideration...37
2.13 U.S. Tax Treatment...38
2.14 Australian CGT Rollover...38

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF ROBEX...38
3.1 Representations and Warranties...38
3.2 Survival of Representations and Warranties...39

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PREDICTIVE AND ACQUIRECO 39

4.1 Representations and Warranties 39
4.2 Survival of Representations and Warranties 39

ARTICLE 5 COVENANTS 39

5.1 Covenants of Robex Regarding the Conduct of Business 39
5.2 Covenants of Predictive Regarding the Conduct of Business 46
5.3 Covenants Relating to the Arrangement 52
5.4 Regulatory Approvals 54
5.5 Pre-Closing Reorganization 56
5.6 Public Communications 57
5.7 Insurance and Indemnification 58
5.8 Exchange Delisting and Listing; Ceasing to be a Reporting Issuer 60
5.9 Transferred Information 60
5.10 Predictive Guarantee 61
5.11 Governance and Employee Matters 61
5.12 Filings 62

ARTICLE 6 CONDITIONS 62

6.1 Mutual Conditions Precedent 62
6.2 Additional Conditions Precedent to the Obligations of Predictive and Acquireco 63
6.3 Additional Conditions Precedent to the Obligations of Robex 64
6.4 Satisfaction of Conditions 65

ARTICLE 7 ADDITIONAL AGREEMENTS 65

7.1 Notice and Cure Provisions 65
7.2 Non-Solicitation 66
7.3 Right to Accept a Superior Proposal 70
7.4 Termination Fees 73
7.5 Access to Information; Confidentiality 76

ARTICLE 8 TERM, TERMINATION, AMENDMENT AND WAIVER 78

8.1 Term 78
8.2 Termination and Effect of Termination 78
8.3 Amendment 81
8.4 Waiver 81

ARTICLE 9 GENERAL PROVISIONS 82

9.1 Notices 82

9.2 Governing Law ... 83
9.3 Injunctive Relief ... 84
9.4 Third Party Beneficiaries ... 84
9.5 Entire Agreement ... 84
9.6 Successors and Assigns ... 85
9.7 Mutual Intent ... 85
9.8 Further Assurances ... 85
9.9 No Liability ... 85
9.10 Severability ... 85
9.11 Counterparts, Execution ... 86
9.12 Language ... 86
9.13 Australian Stamp Duties ... 86

SCHEDULE “A” PLAN OF ARRANGEMENT ... A-1
SCHEDULE “B” ARRANGEMENT RESOLUTION ... B-1
SCHEDULE “C” REPRESENTATIONS AND WARRANTIES OF ROBEX ... C-1
SCHEDULE “D” REPRESENTATIONS AND WARRANTIES OF PREDICTIVE AND ACQUIRECO D-1
SCHEDULE “E” ROBEX SUPPORTING SHAREHOLDERS ... E-1
SCHEDULE “F” GOVERNANCE MATTERS ... F-1

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated October 5, 2025,

AMONG:

PREDICTIVE DISCOVERY LIMITED ACN 127 171 877, a corporation incorporated under the laws of Australia and having an office at Suite 8, 110 Hay Street, Subiaco, WA, 6008, Australia

("Predictive")

-and-

9548-5991 QUÉBEC INC., a corporation incorporated under the laws of the Province of Québec and having an office at 3500-800, rue du Square-Victoria, Montréal, QC, H3C 0B4 Canada

("Acquireco")

-and-

ROBEX RESOURCES INC. ARBN 682 762 723, a corporation incorporated under the laws of Province of Québec and having an office at Edifice Le Delta 1, 2875 Laurier Boulevard, D1-1000, Québec, QC, G1V 2M2, Canada

("Robex")

WHEREAS:

A. Acquireco is a direct wholly-owned subsidiary of Predictive.

B. Pursuant to the Plan of Arrangement and as provided for in this Agreement, Predictive, Robex and Acquireco wish to enter into a transaction involving, among other things, the acquisition of all of the issued and outstanding Robex Shares by Acquireco in consideration for the issuance to Robex Shareholders of Predictive Shares.

C. The Parties intend to carry out the transactions contemplated herein by way of a plan of arrangement under the provisions of the QBCA and in furtherance thereof the Robex Board has unanimously agreed to submit the Arrangement Resolution to the Robex Shareholders and the Plan of Arrangement to the Court for approval.

D. The Robex Board, after consultation with its financial and legal advisors and having received the Robex Fairness Opinions, and following the receipt of the unanimous recommendation from the Robex Special Committee, has unanimously determined that the Arrangement is in the best interests of Robex and that the Consideration to be received by the Robex Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Robex Shareholders.

E. The Robex Board has unanimously approved the transactions contemplated by this Agreement and unanimously determined, subject to the terms of this Agreement, to recommend that the Robex Shareholders vote in favour of the Arrangement Resolution.

F. Predictive has entered into the Robex Voting Agreements with the Robex Supporting Shareholders, pursuant to which such Robex Supporting Shareholders have agreed, subject to the terms and conditions thereof, to vote all of their Robex Shares in favour of the Arrangement Resolution.

G. The Predictive Board has unanimously approved the transactions contemplated by this Agreement.

THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties covenant and agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

“Acceptable Confidentiality Agreement” means a confidentiality and standstill agreement between a Solicited Party and a Person other than the other Party or any of its affiliates that (a) contains customary confidentiality and standstill terms, and (b) allows and does not restrict or prohibit the Solicited Party from disclosing to the other Party such agreement or information relating to such agreement or the negotiations with or information furnished to such Person and which does not otherwise conflict with, or restrict the Solicited Party from complying with, any of the terms of this Agreement (including Sections 7.2 and 7.3 hereof);

“Acquireco” has the meaning ascribed thereto in the recitals;

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and other than any transaction involving only a Party and/or one or more of its wholly-owned subsidiaries or between one or more of such Party’s wholly-owned subsidiaries, any offer, proposal, expression of interest or inquiry from any Person or group of Persons acting jointly or in concert (as such term is defined in National Instrument 62-104 – Take-Over Bids and Issuer Bids) received by a Party or by a Representative of a Party (other than from the other Party or one or more of its affiliates), whether or not in writing and whether or not delivered to the shareholders of such Party, after the date hereof relating to:

(a) any direct or indirect acquisition, sale or disposition (or any joint venture, strategic relationship, lease, license, long-term supply agreement or other arrangement having the same economic effect as an acquisition, sale or disposition), in a single transaction or series of related transactions, of: (i) any assets of that Party and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of that Party and its subsidiaries, taken as a whole, or which contribute 20% or more of the

consolidated revenue of a Party and its subsidiaries, taken as a whole (or any lease, long-term supply or off-take agreement, hedging arrangement or other transaction having the same economic effect as a sale of such assets) (in each case, as determined from the most recent publicly available consolidated financial statements of that Party), or (ii) 20% or more of the issued and outstanding voting or equity securities of that Party or any one or more of its subsidiaries that, individually or in the aggregate, contribute 20% or more of the consolidated revenues or constitute 20% or more of the consolidated assets of that Party and its subsidiaries, taken as a whole (in each case, as determined from the most recent publicly available consolidated financial statements of that Party);

(b) any direct or indirect take-over bid, tender offer or exchange offer that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of the issued and outstanding voting or equity securities of any class of voting or equity securities (and/or securities convertible into, or exchangeable or exercisable for, 20% or more of the issued and outstanding voting or equity securities of any class of voting or equity securities) of that Party;

(c) any plan of arrangement, scheme of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reverse take-over, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving, directly or indirectly, that Party and/or any of its subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or contribute 20% or more of the consolidated revenue, as applicable, of that Party and its subsidiaries, taken as a whole (in each case, as determined from the most recent publicly available consolidated financial statements of that Party); or

(d) any other similar transaction or series of transactions involving the Party or any of its subsidiaries, and, in all cases, whether in a single transaction or in a series of related transactions;

"Agreement" means this arrangement agreement, including all schedules annexed hereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

"AIFRS" means Australian International Financial Reporting Standards;

"Alternative Transaction Agreement" means a legally binding agreement (other than an Acceptable Confidentiality Agreement) with respect to a Superior Proposal;

"Anti-Corruption Laws" means all applicable Laws relating to corruption and bribery, including the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the U.S. Foreign Corrupt Practices Act of 1977, the Criminal Code (Canada), the Commonwealth Criminal Code Act 1995 (Cth) (Australia), Corporations Act 2001 (Cth) (Australia) and the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (Australia) and any other similar Laws in other jurisdictions that may be applicable to the relevant Party and its subsidiaries or its businesses;

"Arrangement" means the arrangement of Robex under the provisions of Chapter XVI – Division II of the QBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Interim Order or Final Order with the prior written consent of Robex and Predictive, each acting reasonably;

"Arrangement Resolution" means the special resolution of the Robex Shareholders approving the Arrangement to be considered at the Robex Meeting, substantially in the form and content of Schedule "B" hereto;

"Articles of Arrangement" the articles of arrangement of Robex in respect of the Arrangement required by the QBCA to be sent to the Registrar after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to Robex and Predictive, each acting reasonably;

"ASIC" means the Australian Securities and Investments Commission;

"associate" has the same meaning as ascribed to the term "associated entity" in MI 61-101;

"ASX" means the Australian Securities Exchange;

"ASX Listing Rules" means the official listing rules of the ASX as varied, waived or modified from time to time;

"ASX Waivers" means, collectively: (a) grant of a waiver by ASX of ASX Listing Rule 7.1 to the extent that ASX Listing Rule 7.1 will apply as if ASX Listing Rule 7.2 exception 6 applied in respect of the issue of Predictive Shares to Robex Shareholders as consideration under the Plan of Arrangement and to other Robex Securityholders to satisfy the vesting and conversion of Robex DSUs, Robex PSUs, Robex Options and Robex Warrants at a future date in accordance with their terms; and (b) grant of a waiver by ASX of ASX Listing Rule 10.1 to the extent necessary to permit Predictive to acquire the Robex Shares held by BlackRock Group under the Plan of Arrangement without requiring the approval of Predictive Shareholders;

"Authorization" means with respect to any Person, any lease, license, permit, certificate, consent, order, grant, approval, classification, registration, exemption, clearance, relief or other similar authorization of or from any Governmental Entity having jurisdiction over such Person;

"Bankan Permits" means the two gold exploration permits in Guinea comprising (a) the Kaninko permit (Ministerial Order no. A/2019/5784/MMG/SGG, dated 3 October 2019 as extended or renewed) and (b) the Saman permit (Ministerial Order no. A/2020/1835/MMG/SGG, dated 11 June 2020 as extended or renewed), each originally granted to Mamou Resources SARLU (now Hamana Gold SA), in each case as they may be novated or replaced;

"Books and Records" means the books and records of a Party and its subsidiaries including, to the extent existing, financial, corporate, operations and sales books, records, books of account, sales, purchase and billing records, lists of suppliers and

customers, business reports, reports of customer contacts, employee documents and files, human resources materials, geological data, exploration and production results, studies and reports and all other documents, files, records, and other data and information, financial or otherwise, including all data, information and databases stored on computer- related or other electronic media, and all Tax records and Tax Returns;

"Business Day" means a day, other than a Saturday, a Sunday, a statutory or civic holiday on which the principal commercial banks located in Montreal, Québec and Perth, Western Australia are generally open for the conduct of business;

"CASL" means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canada Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) and its associated regulations;

"Casual Employee" has the meaning ascribed to it under Section 12 of the Fair Work Act 2009 (Cth);

"CDI" means CHESS Depositary Interests;

"Certificate of Arrangement" means the certificate giving effect to the Arrangement to be issued by the Registrar in accordance with the QBCA in respect of the Articles of Arrangement;

"CGT Rollover" has the meaning ascribed to such term in Section 2.14;

"CGT Withholding Amount" has the meaning ascribed to such term in Section 2.9(b)(ii)(A);

"Change in Recommendation" means any time prior to the Robex Meeting: (i) the Robex Board fails to unanimously (subject to abstentions of any conflicted director) recommend or withdraws, amends, modifies or qualifies the Robex Board Recommendation in a manner adverse to Predictive or publicly proposes or states its intention to do any of the foregoing, other than solely as a result of the occurrence of a Material Adverse Effect in respect of Predictive, (ii) the Robex Board fails to publicly reaffirm (without qualification) the Robex Board Recommendation within five (5) Business Days after having been requested in writing by Predictive, acting reasonably, to do so (or in the event that the Robex Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Robex Meeting), other than solely as a result of the occurrence of a Material Adverse Effect in respect of Predictive, or (iii) the Robex Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend, an Acquisition Proposal or takes no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five (5) Business Days (or beyond the third (3rd) Business Day prior to the date of the Robex Meeting, if such date is sooner) after such Acquisition Proposal's public announcement;

"Collective Agreement" means any collective agreement, collective bargaining agreement, enterprise agreement, transitional instrument or related bargaining agent

document (whether registered or unregistered) that is binding on a Party or any of its subsidiaries, including any arbitration decision, letter or memorandum of understanding or agreement with bargaining agents, voluntary recognition agreement, letter of intent with bargaining agents or other written communication with bargaining agents, in each case, which covers or would pertain to the employment or engagement of any Employee or Independent Contractor of such Party or impose any obligations upon such Party in connection with the employment or engagement of any Employee or Independent Contractor;

"Confidentiality Agreement" means the confidentiality agreement dated November 26, 2024 between Robex and Predictive, as may be amended from time to time;

"Consideration" means the Predictive Shares to be issued to the Robex Shareholders in exchange for the Robex Shares pursuant to the Plan of Arrangement, being a number of Predictive Shares for each Robex Share equal to the Exchange Ratio;

"Constating Documents" means notice of articles, articles of incorporation, amalgamation, arrangement or continuation, as applicable, articles, by-laws, certificates of incorporation, certificates of change of company name (as applicable), constitutions or other constating documents and all amendments thereto;

"Contract" means any legally binding agreement, commitment, engagement, contract, franchise, licence, lease, sublease, occupancy agreement, obligation, indenture, mortgage, arrangement or undertaking, obligation or undertaking to which Robex or Predictive or any of their respective subsidiaries is a party or by which Robex or Predictive or any of their respective subsidiaries is bound or to which any of their respective properties or assets is subject;

"Court" means the Superior Court of Québec;

"Depository" means any suitably qualified Person that Robex and Predictive mutually agree in writing to appoint to act as depositary in relation to the Arrangement;

"Disclosing Party" has the meaning specified in the definition of Transferred Information;

"Dissent Rights" means the rights to demand the repurchase of shares in respect of the Arrangement described in the Plan of Arrangement;

"Effective Date" means the Effective Date as defined in the Plan of Arrangement;

"Effective Time" means the Effective Time as defined in the Plan of Arrangement;

"Employees" means all employees of a Party or its subsidiaries, as the case may be, including casual, part-time and full-time employees, in each case, whether active or inactive, unionized or non-unionized;

"Environmental Laws" means all Laws relating to reclamation or restoration of properties and remediation of any soil and groundwater; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; processing, distribution, use, handling, transport, management, treatment, storage, disposal or control of, or exposure to, Hazardous Substances; Releases or threatened

Releases of Hazardous Substances; and all Authorizations issued or required pursuant to such Laws;

“Exchange” means (a) with respect to Robex, the TSXV, the ASX and the FSX as appropriate and (b) with respect to Predictive, the ASX;

“Exchange Ratio” means 8.667 Predictive Shares for each Robex Share;

“Final Order” means the final order of the Court pursuant to Chapter XVI – Division II of the QBCA approving the Arrangement, after being informed of the intention to rely upon the Section 3(a)(10) Exemption with respect to the issuance and distribution of the Consideration, in form and substance acceptable to both Robex and Predictive, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both Robex and Predictive, each acting reasonably) at any time prior to the Effective Time or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to both Robex and Predictive, each acting reasonably);

“Form 51-102F5” means Form 51-102F5 as prescribed in National Instrument 51-102 – Continuous Disclosure Obligations;

“FSX” means the Börse Frankfurt (Frankfurt Stock Exchange);

“Governmental Entity” means: (a) any national, multinational, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) any subdivision, agent, commission, bureau, board or authority of any of the foregoing, (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange, including the Exchanges;

“Hazardous Substance” means any material or substance that is prohibited, regulated, designated or classified as dangerous, hazardous, radioactive, explosive, toxic, a waste, a pollutant, or a contaminant pursuant to any applicable Environmental Laws, including petroleum products or by-products, asbestos and asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials, radon, and perfluoroalkyl and polyfluoroalkyl substances;

“IFRS” means International Financial Reporting Standards, at the relevant time, prepared on a consistent basis;

“Income Tax Assessment Act” means the Income Tax Assessment Act 1936 (Cth) (Aust), Income Tax Assessment Act 1997 (Cth) (Aust) and the Taxation Administration Act 1953 (Cth) (Aust) and the regulations thereunder, as amended from time to time;

“Independent Contractor” of a Party or any of its subsidiaries means (i) any individual independent contractor, consultant or service provider who is not an Employee, or (ii) any such individual’s personal services company;

"Intellectual Property" means all intellectual property, in any jurisdiction throughout the world, whether or not registered or registrable, including all: (a) patents, applications for patents and reissues, divisionals, continuations, renewals, reexaminations, extensions and continuations-in-part of patents or patent applications, (b) proprietary confidential information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, models, formulas, algorithms, processes, designs, ideas, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing, (c) copyrights, copyright registrations and applications for copyright registration, (d) integrated circuit, topographies, integrated circuit topography registrations and applications, mask works, mask work registrations and applications, (e) designs, design registrations, design registration applications, industrial designs, industrial design registrations and industrial design applications, (f) trade names, business names, corporate names, domain names, social media accounts and user names, social media identifiers and identities, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade dress and logos, and the goodwill associated with any of the foregoing, (g) all intellectual property rights in and to software and technology, including rights and data in databases (including geological data), and (h) any other intellectual property and industrial property rights throughout the world, however denominated;

"Interim Order" means the interim order of the Court after the application to the Court pursuant to the QBCA, after being informed of the intention to rely upon the Section 3(a)(10) Exemption with respect to the issuance and distribution of the Consideration, to be issued following the application therefor contemplated by Section 2.2 of this Agreement, providing for, among other things, the calling and holding of the Robex Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court with the consent of both Robex and Predictive, each acting reasonably;

"JORC Code" means the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves;

"Key Regulatory Approvals" means, collectively: (a) the Regulatory Approvals listed in Section 1.1(I) of the Robex Disclosure Letter or Section 1.1(I) of the Predictive Disclosure Letter, as applicable, which are required to be obtained prior to the Effective Time; and (b) the ASX Waivers;

"Key Third Party Consents" means those notices, consents or approvals required to be delivered to or obtained by Robex or Predictive as applicable from any Person (other than any Governmental Entity), including under any Contract, to proceed with or in connection with the transactions contemplated by this Agreement and the Plan of Arrangement, as listed in Section 1.1(II) of the Robex Disclosure Letter or Section 1.1(II) of the Predictive Disclosure Letter, as applicable;

"Kiniero Permits" means, collectively: (a) the four exploitation permits for gold in Guinea granted to Sycamore Mine Guinée SAU by the presidential decree no. D/2020/271/PRG/SGG of 4 November 2020 and the presidential decrees no. D/2020/310/PRG/SGG, no. D/2020/311/PRG/SGG and no. D/2020/312/PRG/SGG, all of 17 December 2020; and (b) the two exploration permits for gold and associated minerals in Guinea granted to Penta Goldfields Company SAU by the ministerial order

no. A/2020/1048/MMG/SGG dated 6 April 2020 and the ministerial order no. A/2020/1049/MMG/SGG dated 6 April 2020, in each case as they may be novated or replaced;

"Law" or "Laws" means all laws (including common law), by-laws, statutes, rules, regulations, codes, principles of law and equity, Orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity, and the terms and conditions of any Authorization, and the term "applicable" with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a Person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities;

"Lease" means any lease, sublease, license, occupancy agreement or other agreement pursuant to which a Party or any of its subsidiaries is vested with rights to use or occupy the Robex Leased Real Property or Predictive Leased Real Property, as the case may be, as amended, modified or supplemented or renewed;

"Liens" means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, royalties, encumbrances (including, leases, licenses, restrictions, development or similar agreements, easements, servitudes, rights-of-way, restrictive covenants, executions, tax arrears, permissions, options, adverse claims and encroachments), title defects, title retention agreements and adverse rights or claims, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

"Material Adverse Effect" means, in respect of Robex or Predictive, any facts, changes, events, occurrences, effects, states of facts, liabilities or circumstances that, individually or in the aggregate, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties (including, for greater certainty, the Material Properties), financial condition, liabilities (whether absolute, accrued, contingent or otherwise) or capitalization of such Party and its subsidiaries taken as a whole, other than any fact, change, event, occurrence, effect, state of facts, liability or circumstance resulting from or arising in connection with:

(a) any change or development generally affecting the industries in which such Party or its subsidiaries operate or carry on their business;

(b) any change (on a current or forward looking basis) in the price of commodities;

(c) any climatic or other natural events or conditions, including any hurricane, flood, tornado, earthquake or other natural disaster or man-made disaster or acts of God;

(d) the commencement or continuation of any epidemic, pandemic or other outbreak of illness or public health event, including the escalation or worsening thereof, and including any measures introduced by any Governmental Entity to address such epidemic, pandemic or other outbreak or public health event;

(e) the commencement or continuation of war or armed hostilities, any act of terrorism, cyberterrorism, civil unrest, civil disobedience, sabotage, cybercrime, national or international calamity, military action, declaration of a state of emergency or any other similar event, or any change, escalation or worsening thereof;

(f) any change in IFRS or AIFRS or changes in applicable regulatory accounting requirements applicable to the industries in which such Party or its subsidiaries conducts business;

(g) any adoption, proposed implementation or change in applicable Law, or any executive order issued, or any interpretation or application (or non-application) thereof of or by any Governmental Entity;

(h) any change or development in global, national or regional economic, political, or financial conditions, including changes in (i) financial markets, credit markets, commodities markets or capital markets, (ii) interest rates and credit ratings, (iii) inflation, (iv) currency exchange rates and (v) the imposition or adjustment of any import or export restriction, prohibition, tariff, duty, charge or Tax by any Governmental Entity;

(i) any specific action taken (or omitted to be taken) by such Party that is expressly required to be taken (or, in the case of an omission, expressly prohibited to be taken) pursuant to this Agreement or with the express prior written consent or at the written direction of the other Parties hereto;

(j) any change in the market price or trading volume of such Party’s securities (it being understood that the causes underlying such change in market price or trading volume may, to the extent not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred);

(k) the failure of such Party to meet any internal or published projections, forecasts or guidance or estimates of revenues, earnings, cash flows or other financial operating metrics of such Party or of any securities analysts before, on or after the date of this Agreement (it being understood that the causes underlying such failure may, to the extent not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred); or

(l) the execution or announcement of this Agreement or the Arrangement or the implementation of the Arrangement and the consummation of the transactions contemplated herein, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of such Party with any of its customers, employees, shareholders, vendors, distributors, partners or suppliers arising as a direct consequence of same,

provided, however, that (i) in the case of clauses (a) through and including (g) of this definition, only to the extent that any such fact, change, event, occurrence, effect, state of facts, liability or circumstances does not have a disproportionate effect on such Party and its subsidiaries, taken as a whole, relative to comparable entities operating in the

10 -

industry and jurisdictions in which they operate, (ii) the occurrence of any of the matters described in Section 1.1(III) of the Robex Disclosure Letter or Section 1.1(III) of the Predictive Disclosure Letter, as applicable, will be considered a Material Adverse Effect regardless of whether clauses (a) through (l) may be applicable, and (iii) references in this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretative for purposes of determining whether a Material Adverse Effect has occurred;

"Material Contract" means, in respect of any Party, any Contract:

(a) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect in respect of such Party;

(b) under which such Party or any of its subsidiaries has directly or indirectly guaranteed any liabilities or obligations of a Person in excess of A$3,000,000 in the aggregate;

(c) restricting the incurrence of indebtedness by such Party or any of its subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of such Party or any of its subsidiaries;

(d) restricting, or which may in the future restrict, the payment of dividends by such Party or any of its subsidiaries;

(e) relating to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset, with an outstanding principal amount in excess of A$3,000,000;

(f) under which the Party or any of its subsidiaries is obligated to make or expects to receive payments in excess of A$3,000,000 over the remaining term (except for any Predictive Benefit Plan, Robex Benefit Plan or indefinite term Contract with any Employee or Independent Contractor);

(g) providing for the establishment, organization or formation of any joint venture, limited liability company, partnership, strategic alliance or other similar relationship in connection with Predictive Mineral Rights or Robex Mineral Rights, as applicable;

(h) relating to any future offering or issuance of securities of such Party;

(i) that is a Royalty Agreement that has a value or expected value, or cost or expected cost, to a Party or its subsidiaries in excess of A$3,000,000 individually or in the aggregate;

(j) that creates an exclusive dealing arrangement or right of first offer or refusal to the benefit of a Person that is material to such Party and its subsidiaries taken as a whole;

(k) relating to any material commodity swap, hedge, derivative, forward, off-take or similar arrangement;

11 -

(1) that is a Collective Agreement;

(m) with a Governmental Entity that is material to the business of such Party and its subsidiaries taken as a whole;

(n) with any Employee or any Independent Contractor providing for any change of control, transaction bonus, retention payment or other similar payment in excess of A$200,000;

(o) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds A$3,000,000;

(p) that limits or restricts in any material respect the ability of such Party or any of its subsidiaries to engage in any line of business or carry on business or to acquire or operate any material property or material assets in any geographic area, the scope of Persons to whom such Party or any of its subsidiaries may sell products or deliver services, or grants a Person a “most favoured nation” or similar right that would reasonably be expected to be material to the business or to an operation of such Party and its subsidiaries taken as a whole;

(q) that is a shareholder or stockholder agreement, investor rights agreement, registration rights agreement, voting trust or similar agreement, arrangement or commitment with respect to any shares or other equity interests of such Party or any of its subsidiaries or any other Contract relating to the disposition, voting or dividends with respect to any shares or other equity securities of such Party or its subsidiaries;

(r) such Party has filed with the Securities Authorities as a material contract in accordance with applicable Securities Laws;

(s) with any overlapping tenement holder that governs or relates to the coordination of operations on or access to the area of any Predictive Mineral Rights or the Robex Mineral Rights, as applicable; or

(t) that is otherwise material to such Party and its subsidiaries, taken as a whole;

“material fact” has the meaning ascribed to such term under applicable Securities Laws in Canada;

“Material Properties” means, (a) in the case of Predictive, the Bankan Gold Project located in north east of Guinea comprising the Bankan Permits, and (b) in the case of Robex, the Kiniero Gold Project located in the Kankan region in Guinea comprising the Kiniero Permits and the Nampala Project (consisting of the Nampala Gold Mine) located in the Sikasso region of southern Mali comprising the Nampala Permit;

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

“misrepresentation” has the meaning ascribed to such term under applicable Securities Laws in Canada;

12 -

"Modern Award" has the meaning ascribed to such term in Section 12 of the Fair Work Act 2009 (Cth);

"Nampala Permit" means the exploitation permit for gold and associated minerals PE 2011/17 in Mali, initially granted to Robex by the decree of the acting Prime Minister no. 2012-190/PM-RM on 21 March 2012, extended by the decree of the Prime Minister no. 2012-684/PM-RM on 29 November 2012 and subsequently transferred to Nampala SA by the decree of the acting Prime Minister no. 2013-241/PM-RM on 8 March 2013, as it may be novated or replaced;

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

"Order" means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, decrees, stipulations or similar actions taken or entered by or with, or applied by, any Governmental Entity (in each case, whether temporary, preliminary or permanent);

"ordinary course of business", "ordinary course of business consistent with past practice", or any similar reference, means, with respect to an action taken by a Party or any of its subsidiaries, that such action is consistent in nature and scope with the past practices of such Party or its subsidiaries and is taken in the ordinary course of the normal day-to-day business and operations of such Party or its subsidiaries;

"OTC" means the OTC Market in the United States;

"Outside Date" means March 9, 2026, or such later date as may be agreed to in writing by the Parties; provided that: (a) if the Effective Date has not occurred by March 9, 2026 as a result of one or more of the Key Regulatory Approvals having not been obtained and none of such remaining Key Regulatory Approvals has been denied by a final and non-appealable decision of a Governmental Entity, then the Outside Date shall be automatically extended, without any notice, action or formality by any Party (except as may otherwise be provided in Section 1.1(I) of the Robex Disclosure Letter or Section 1.1(I) of the Predictive Disclosure Letter) for a period of 30 days from March 9, 2026 or such other period as specified in Section 1.1(I) of the Robex Disclosure Letter or Section 1.1(I) of the Predictive Disclosure Letter, as applicable; and (b) if a matter described in Section 1.1(III) of the Robex Disclosure Letter or Section 1.1(III) of the Predictive Disclosure Letter, as applicable, has occurred prior to March 9, 2026 and such matter is continuing on March 9, 2026, then the Outside Date shall be automatically extended, without any notice, action or formality by any Party (except as may otherwise be provided in Section 1.1(I) of the Robex Disclosure Letter or Section 1.1(I) of the Predictive Disclosure Letter) to the expiry of the relevant cure period described in Section 1.1(III) of the Robex Disclosure Letter or Section 1.1(III) of the Predictive Disclosure Letter;

"Party" means either Robex, Predictive or Acquireco as the case may be, and "Parties" means all of them, collectively;

"Permitted Liens" means any one or more of the following:

13 -

(a) Liens for Taxes which are not delinquent or that are being contested in good faith and that have been adequately reserved in the Party's financial statements;

(b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the assets of a Party, provided that such Liens are related to obligations not due or delinquent, are not registered against title to any assets and in respect of which adequate holdbacks are being maintained as required by applicable Law;

(c) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any Authorization, to terminate any such Authorization, or to require annual or other payments as a condition of their continuance;

(d) easements, rights of way, zoning ordinances, restrictive covenants, servitudes and other similar land use and, environmental regulations and rights in real property, as applicable, which do not, materially affect the use or, occupancy or utility of the properties or assets subject thereto or affected thereby, materially adversely detract from the value of or properties or assets subject thereto or affected thereby, or otherwise materially impair business operations at such properties and provided they have been complied with up to and on the Effective Date;

(e) statutory Liens incurred or pledges or deposits made in the ordinary course of business to secure the performance of obligations of any Party under Environmental Laws to which any assets of such Party are subject;

(f) Liens listed and described in Section 1.1(IV) of the Robex Disclosure Letter or Section 1.1(IV) of the Predictive Disclosure Letter; and

(g) such other imperfections of title or Liens as do not, in each case or in the aggregate, materially affect the use or, occupancy or utility of the properties or assets subject thereto or affected thereby, materially adversely detract from the value of or properties or assets subject thereto or affected thereby, or otherwise materially impair business operations at such properties.

"Person" includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

"Personal Information" means (i) all information identifying, or that alone or in combination with other information identifies, or allows for the identification of, an individual, or (ii) any information that is defined as "personal information," "personal data," "personally identifiable information," "individually identifiable health information," "protected health information," "personal information" or words of similar import under any applicable data security and Privacy Laws;

"Plan of Arrangement" means the plan of arrangement, substantially in the form of Schedule "A" hereto, and any amendments or variations thereto made in accordance

14 -

with Section 8.3 hereof or the Plan of Arrangement or at the direction of the Court and agreed to in writing by both Robex and Predictive, each acting reasonably;

“Pre-Closing Reorganization” has the meaning ascribed to such term in Section 5.5(a);

“Predictive” has the meaning ascribed thereto in the recitals;

“Predictive Benefit Plans” means all health, welfare, dental, vision, sickness, death, life, flexible spending, supplemental unemployment benefit, bonus, change of control, retention, severance, termination, loan, allowance, spending account, profit sharing, saving, insurance, incentive, incentive compensation, or deferred compensation plans, share purchase, share options, share compensation, or other equity-based compensation plans, disability, pension (including superannuation) or retirement income or savings plans, vacation or other paid time off, top-up parental leave and any other arrangements or benefit plans, policies, programs, arrangements, or practices (whether oral or written, formal or informal, funded or unfunded) maintained for, available to or otherwise relating to any current or former Employee, officer, director or Independent Contractor (a) which are sponsored, maintained, contributed to or required to be contributed to by Predictive or any of its subsidiaries, or (b) for which Predictive or any of its subsidiaries has any actual or contingent liability or obligation with respect to any current or former employee, officer, director or Independent Contractor of Predictive or any of its subsidiaries (or to any spouse, dependant or beneficiary of any such Person), excluding Statutory Plans and written employment Contracts that do not provide for notice of termination or pay in lieu in excess of reasonable notice of termination at common law, but including the Predictive Incentive Plan and the Predictive Previous Incentive Plan;

“Predictive Board” means the board of directors of Predictive as the same is constituted from time to time;

“Predictive Budget” means Predictive’s budget for the 2025 calendar year and first quarter of the 2026 calendar year, including capital expenditures, in the form appended to Section 1.1(V) of the Predictive Disclosure Letter;

“Predictive Data Room” means the material contained in the virtual data room established by Predictive on the Ansarada platform at dataroom.ansarada.com as of 5:00 p.m. (Toronto time) on October 3, 2025;

“Predictive Disclosure Letter” means the disclosure letter delivered by Predictive to Robex on the date thereof;

“Predictive Filings” means all documents publicly filed by or on behalf of Predictive pursuant to the ASX Listing Rules or with ASIC since January 1, 2023;

“Predictive Financial Statements” means the audited consolidated financial statements of Predictive for the fiscal year ended June 30, 2024 and the unaudited consolidated financial statements of Predictive for the half-year period ended December 31, 2024;

“Predictive Leased Real Property” has the meaning ascribed to such term in Section 30(d) of Schedule “D”;

15 -

"Predictive Material Contracts" has the meaning ascribed to such term in Section 29(a) of Schedule "D";

"Predictive Mineral Rights" has the meaning ascribed to such term in Section 34(a) of Schedule "D";

"Predictive Mining Operations" means the exploration and development operations conducted by Predictive, and its subsidiaries which are the subject of the Predictive Mineral Rights;

"Predictive Options" means the outstanding options of Predictive to purchase Predictive Shares issued under the Predictive Incentive Plan and, as applicable, the Predictive Previous Incentive Plan;

"Predictive Incentive Plan" means the Predictive employee securities incentive plan pursuant to which Predictive from time-to-time issues Predictive Shares, Predictive PRs and Predictive Options to Employees, directors, individuals providing services to Predictive, which was last approved by Predictive Shareholders on November 16, 2023;

"Predictive Previous Incentive Plan" means the previous Predictive employee securities incentive plan pursuant to which Predictive from time-to-time issued Predictive Shares, Predictive PRs and Predictive Options to Employees, which was last approved by Predictive Shareholders on May 14, 2021;

"Predictive Property" means, collectively (a) the freehold, real or immovable properties held by Predictive or any of its subsidiaries, and (b) the Predictive Leased Real Property;

"Predictive PRs" means the outstanding performance rights of Predictive issued under the Predictive Incentive Plan and, as applicable, the Predictive Previous Incentive Plan;

"Predictive Share" means a fully paid ordinary share in the capital of Predictive;

"Predictive Shareholders" means the holders of Predictive Shares;

"Predictive Technical Reports" means Predictive's current technical report prepared in accordance with NI 43-101 in respect of the Bankan Gold Project in Guinea;

"Predictive Termination Fee" has the meaning ascribed to such term in Section 7.4(d)(i);

"Predictive Termination Fee Event" has the meaning ascribed to such term in Section 7.4(d)(iii);

"Predictive's Material Subsidiaries" has the meaning ascribed to such term in Section 6(a) of Schedule "D";

"Privacy Laws" means any applicable Laws to which the Predictive, Robex or their respective subsidiaries are bound, in each case relating to the Processing of Personal Information, privacy, data security, anti-spam, commercial electronic communications, telephone and other telecommunications, or similar subject matter, including but not

16 -

limited to the Personal Information Protection and Electronic Documents Act (Canada) and CASL;

"Proceeding" means any suit, claim, action, charge, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination, assessment, enquiry, investigation or other proceeding commenced, brought, conducted or heard by or before, any Governmental Entity;

"Processing" means any operation or set of operations that is performed upon Personal Information, whether or not by automatic means, such as collecting, using, accessing, recording, reproducing, organizing, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, evaluation or control, modification, blocking, restriction, erasure or destruction, de-identification, anonymization, or classification, and including all "processing" as defined in any Privacy Laws;

"QBCA" means the Business Corporations Act (Québec);

"Qualified Person" shall have the meaning ascribed to such term in NI 43-101;

"Recipient" has the meaning specified in the definition of Transferred Information;

"Registrar" means the enterprise registrar (Registraire des entreprises) appointed by the Minister of Employment and Social Solidarity of Québec;

"Regulatory Approval" means any sanctions, rulings, consents, authorizations, clearances, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an order prohibiting closing being made) required from any Governmental Entity to proceed with the Arrangement and the transactions contemplated hereby, including the Key Regulatory Approvals;

"Release" means any sudden, intermittent or gradual release, spill, leak, pumping, pouring, emission, emptying, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into or through the environment, or any other action, event, occurrence or circumstance that constitutes a "Release" pursuant to any applicable Environmental Law;

"Representatives" has the meaning ascribed to such term in Section 7.2(a);

"Robex" has the meaning ascribed thereto in the recitals;

"Robex Benefit Plans" means all health, welfare, dental, vision, sickness, death, life, flexible spending, supplemental unemployment benefit, bonus, change of control, retention, termination, severance, loan, allowance, spending account, profit sharing, saving, insurance, incentive, incentive compensation, or deferred compensation plans, share purchase, share options, share compensation, or other equity-based compensation plans, disability, pension (including superannuation) or retirement income or savings plans, vacation or other paid time off, top-up parental leave and any other arrangements or benefit plans, policies, programs, arrangements, or practices (whether oral or written,

17 -

formal or informal, funded or unfunded) maintained for, available to or otherwise relating to any current or former Employee, officer, director or Independent Contractor (a) which are sponsored, maintained, contributed to or required to be contributed to by Robex or any of its subsidiaries, or (b) for which Robex or any of its subsidiaries has any actual or contingent liability or obligation with respect to any current or former employee, officer, director or Independent Contractor of Robex or any of its subsidiaries (or to any spouse, dependant or beneficiary of any such Person), excluding Statutory Plans and written employment Contracts that do not provide for notice of termination or pay in lieu in excess of reasonable notice of termination at common law, but including the Robex Incentive Plans;

"Robex Board" means the board of directors of Robex as the same is constituted from time to time;

"Robex Board Recommendation" has the meaning ascribed to such term in Section 2.4(c);

"Robex Budget" means Robex's budget for the 2025 calendar year and first quarter of the 2026 calendar year, including capital expenditures, in the form appended to Section 1.1(V) of the Robex Disclosure Letter;

"Robex Circular" means the notice of the Robex Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to the Robex Shareholders in connection with the Robex Meeting, as amended, supplemented or otherwise modified from time to time;

"Robex Data Room" means the material contained in the virtual data room established by Robex on firmex.com as of 5:00 p.m. (Toronto time) on October 3, 2025;

"Robex Disclosure Letter" means the disclosure letter executed by Robex and delivered to Predictive on the date thereof;

"Robex DSUs" means the outstanding deferred share units of Robex issued under the Robex Incentive Plans;

"Robex Fairness Opinions" means the opinions of Canaccord Genuity Inc. and Cormark Securities Inc. to the effect that, as of the date of each such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, respectively, the Consideration to be received by the Robex Shareholders is fair, from a financial point of view, to the Robex Shareholders;

"Robex Filings" means all forms, reports, schedules, statements and other documents which have been publicly filed by or on behalf of Robex either (a) on SEDAR+ pursuant to Canadian Securities Laws or (b) pursuant to the ASX Listing Rules or with ASIC, in each case since January 1, 2023;

"Robex Financial Statements" means the audited consolidated financial statements of Robex for the fiscal years ended December 31, 2024 and 2023 and the unaudited condensed interim consolidated financial statements for the three and six month periods ended June 30, 2025 and 2024;

18 -

"Robex Incentive Plans" means collectively (a) the omnibus compensation plan of Robex, which was adopted by the Robex Board on March 25, 2025, (b) Robex's Amended and Restated Share Purchase Options Plan dated May 15, 2023, (c) Robex's Directors' Deferred Share Unit Plan dated December 9, 2024, and (d) Robex's Long-Term Incentive Plan effective as of January 1, 2024;

"Robex Listed Warrants" means the Robex Warrants issued on June 27, 2024 pursuant to that certain warrant agency agreement between Robex and Computershare Trust Company of Canada dated June 27, 2024;

"Robex Leased Real Property" has the meaning ascribed to such term in Section 34(d) of Schedule "C";

"Robex LTIP Award" means any outstanding cash awards granted under Robex's Long-Term Incentive Plan effective as of January 1, 2024;

"Robex Material Contracts" has the meaning ascribed to such term in Section 33(a) of Schedule "C";

"Robex Meeting" means the special meeting of the Robex Shareholders, including any adjournments or postponements thereof in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and any other matters as may be set out in the Robex Circular and agreed to in writing by Predictive, acting reasonably;

"Robex Mineral Rights" has the meaning ascribed to such term in Section 38(a) of Schedule "C";

"Robex Mining Operations" means the exploration, development and mining operations conducted by Robex and its subsidiaries which are the subject of the Robex Mineral Rights;

"Robex Options" means the outstanding options of Robex to purchase Robex Shares issued under the Robex Incentive Plans;

"Robex Property" means, collectively, (a) the freehold, real and immovable properties held by Robex or any of its subsidiaries, and (b) the Robex Leased Real Property;

"Robex PSUs" means the outstanding performance share units of Robex issued under the Robex Incentive Plans;

"Robex Royalty Agreements" has the meaning ascribed to such term in Section 38(i) of Schedule "C";

"Robex RSUs" means the outstanding restricted share units of Robex issued under the Robex Incentive Plans;

"Robex Securityholder" means a holder of Robex DSUs, Robex PSUs, Robex Warrants, Robex Options or Robex Shares;

"Robex Shareholder Approval" has the meaning ascribed to such term in Section 2.2(c);

19 -

"Robex Shareholders" means the holders of Robex Shares;

"Robex Shares" means the common shares in the capital of Robex, including the outstanding Robex Shares represented by CDIs;

"Robex Special Committee" means the special committee of independent members of the Robex Board;

"Robex Supporting Shareholders" means each of the senior officers, directors and significant shareholders of Robex listed on Schedule "E";

"Robex Technical Reports" means all current technical reports of Robex filed on SEDAR+ in accordance with NI 43-101;

"Robex Termination Fee" has the meaning ascribed to such term in Section 7.4(d)(i);

"Robex Termination Fee Event" has the meaning ascribed to such term in Section 7.4(d)(ii);

"Robex Voting Agreements" means the voting and support agreements (including all amendments thereto) between Predictive and the Robex Supporting Shareholders setting forth the terms and conditions upon which they agree to vote their Robex Shares for and in favour of the Arrangement Resolution;

"Robex Warrants" means the outstanding warrants of Robex to purchase Robex Shares, including the Robex Listed Warrants;

"Robex's Material Subsidiaries" has the meaning ascribed to such term in Section 6(a) of Schedule "C";

"Royalty Agreement" means a Contract creating any royalties, streaming interests, profit interests, earn-outs, net profits interests, overriding royalty interests or similar rights or other agreements providing for the payment of consideration measured, quantified or calculated based on, in whole or in part, any minerals produced, mined, recovered and extracted from any Robex Mineral Rights or Predictive Mineral Rights, as the case may be;

"Section 3(a)(10) Exemption" means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the issuance and distribution of the Consideration;

"Securities Authorities" means, in respect of Predictive, ASIC and, in respect of Robex, the applicable securities commissions and other securities regulatory authorities in each of the provinces and territories of Canada in which Robex is a reporting issuer;

"Securities Laws" means all applicable provincial and territorial securities laws, rules and regulations and published policies and instruments (whether national or multilateral) thereunder in Canada, as now in effect and as they may be promulgated or amended from time to time, and applicable securities laws in Australia and the respective regulations or rules made thereunder, together with all applicable published policy statements, orders, rulings, notices and interpretation notes of the ASIC;

20 -

"SEDAR+" means the System for Electronic Data Analysis and Retrieval + described in National Instrument 13-103 – System for Electronic Data Analysis and Retrieval and available for public view at www.sedarplus.ca;

"Solicited Party" has the meaning ascribed to such term in Section 7.2(e);

"Statutory Plans" means statutory benefit plans which Predictive, Robex and any their respective subsidiaries are required to participate in or comply with pursuant to applicable Law, including the Canada Pension Plan, Québec Pension Plan and any other benefit plan administered by any federal or provincial Governmental Entity and any benefit plans administered pursuant to applicable health, Tax, workers' compensation or workplace safety and insurance, and employment insurance Laws;

"Superior Proposal" means any unsolicited bona fide Acquisition Proposal made after the date of this Agreement by a Person, or group of Persons acting jointly or in concert (as such term is defined in National Instrument 62-104 – Take-Over Bids and Issuer Bids), who is or are at arm's length to the Party subject to the Acquisition Proposal (whether by way of a single or multistep transaction or a series of related transactions): (i) to acquire all of the outstanding Predictive Shares or Robex Shares, as applicable, not already owned by such Person or group of Persons, (ii) to acquire all or substantially all of the assets of the Party and its subsidiaries on a consolidated basis, or (iii) that, if consummated, would constitute a reverse take-over of such Party by the Person or group of Persons making such Acquisition Proposal, and in each case that:

(a) complies with all applicable Securities Laws and did not result from a breach of Section 7.2 of this Agreement by the Party or its Representatives;

(b) the board of directors of such Party has determined in good faith, after receiving the advice of its financial advisors and its outside legal advisors, is reasonably capable of being completed in accordance with its terms without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person or Persons making such Acquisition Proposal;

(c) is made by a person or group of persons who has demonstrated to the satisfaction of the board of directors of such Party, acting in good faith (after receipt of advice from its financial advisors and its outside legal advisors), that it has (i) adequate cash on hand and/or (ii) fully committed financing from a bank or other recognized and reputable financial institution, fund or organization that makes debt or equity investments or financing as part of its usual activities, and in respect of which the board of directors of such Party is reasonably satisfied that adequate arrangements have been made to effect payment in full for all the shares or all of the assets to be acquired, as the case may be, and to complete such Acquisition Proposal at the time and on the basis set out in such Acquisition Proposal;

(d) is not subject to any due diligence or access to information or Persons condition;

(e) in the case of a transaction that involves the acquisition of Predictive Shares or Robex Shares, is made available to all Predictive Shareholders or Robex Shareholders, as the case may be, other than the Person or Persons making such

21 -

Acquisition Proposal, on the same terms and conditions (including as to the form and amount of consideration); and

(f) the board of directors of such Party has determined in good faith, after receiving the advice of its financial advisors and its outside legal advisors, taking into account all of the terms and conditions of such Acquisition Proposal (including the Person or group of Persons making such Acquisition Proposal and their affiliates), that such Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction that (A) in the case of Robex, is more favourable to the Robex Shareholders and, (B) in the case of Predictive is more favourable to Predictive or the Predictive Shareholders, in either case than the Arrangement taking into account any amendments to the terms and conditions of the Arrangement proposed by the other Party pursuant to Section 7.3(b) of this Agreement);

"Superior Proposal Notice" has the meaning ascribed to such term in Section 7.3(a)(iii);

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

"Tax Returns" means returns, reports, declarations, elections, designations, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required by a Governmental Entity to be made, prepared or filed by Law in respect of Taxes;

"Taxes" mean any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income or profits taxes (including Canadian federal, provincial and territorial income taxes), payroll and employee withholding taxes, employment taxes, unemployment insurance, disability taxes, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, mining royalties, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers' compensation, Canada and other government pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which a Party or any of its subsidiaries is required to pay, withhold or collect, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not;

"Terminating Party" has the meaning ascribed to such term in Section 7.3(a);

"Termination Fee" means, as the context requires, either the Robex Termination Fee or the Predictive Termination Fee;

22 -

"Transferred Information" means the Personal Information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its representatives or agents (a "Recipient") by or on behalf of another Party (a "Disclosing Party") as a result of or in conjunction with the transactions contemplated hereby, and includes all such Personal Information disclosed to the Recipient by a Disclosing Party prior to the execution of this Arrangement;

"TSXV" means the TSX Venture Exchange;

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated hereunder;

"U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended; and

"Voting Debt" has the meaning ascribed thereto in Section 9(b) of Schedule "C".

1.2 Interpretation Not Affected by Headings

The division of this Agreement into Articles, Sections, subsections, paragraphs and Schedules, and the insertion of a table of contents and headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

1.3 Number and Gender

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.4 Certain Phrases and References, etc.

The words: (i) "including", "includes" and "include" mean "including (or includes or include) without limitation", (ii) "day" means "calendar day", (iii) "hereof", "herein", "hereunder" and words of similar import, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, (iv) "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of", and (v) unless stated otherwise, "Article" or "Section" followed by a number or letter mean and refer to the specified Article or Section of this Agreement. The term "made available" means that copies of the subject materials were included in the Robex Data Room or Predictive Data Room, as applicable, as of 5:00 p.m. (Toronto time) on October 3, 2025.

23 -

24 -

1.5 Capitalized Terms

All capitalized terms used in any Schedule or in either of the Robex Disclosure Letter or the Predictive Disclosure Letter have the meanings ascribed to them in this Agreement.

1.6 Date for Any Action

If the date on which any action is required or permitted to be taken hereunder by a Party is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

1.7 Time References

References to time are to local time, Montreal, Québec. When computing any time period in this Agreement, the day marking the commencement of the time period shall be excluded but the day of the deadline or expiry of the time period shall be included.

1.8 Statutes

Any reference to a statute refers to such statute and all rules and regulations made or promulgated under it, as it or they may have been or may from time to time be amended, consolidated, replaced or re-enacted, unless stated otherwise.

1.9 Currency

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and “$” refers to Canadian dollars. All references to “Australian Dollars” or “A$” mean the lawful money of Australia.

1.10 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made shall be made in a manner consistent with IFRS, consistently applied.

1.11 Knowledge

In this Agreement, references to (i) “the knowledge of Robex” means the actual knowledge of Matthew Wilcox (Managing Director and Chief Executive Officer), Clinton Bennett (Chief Operating Officer), Alain William (Chief Financial Officer), Ross McLean (Company Secretary and Group Financial Controller) and Tracy Heris (Legal & Corporate Affairs Manager), after making reasonable inquiries of such Persons as would reasonably be expected to have actual knowledge of the matters that are the subject of the representations and warranties, and (ii) “the knowledge of Predictive” means the actual knowledge of Andrew Pardey (Managing Director), Sandra Bates (Executive Director – Legal and ESG), Pierre Louw (Chief Financial Officer) and Henk Diederichs (Chief Operating Officer), after making reasonable inquiries of such Persons as would reasonably be expected to have actual knowledge of the matters that are the subject of the representations and warranties.

25 -

1.12 Consent

If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

1.13 Affiliates and Subsidiaries

(a) For the purpose of this Agreement:

(i) a Person is an “affiliate” of another Person if one of them is a subsidiary of the other or each one of them is controlled, directly or indirectly, by the same Person;

(ii) a “subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a subsidiary of that subsidiary; and

(iii) a Person is considered to “control” another Person if (A) the first Person beneficially owns or directly or indirectly exercises control or direction over securities of the second Person carrying votes which, if exercised, would entitle the first Person to elect a majority of the directors of the second Person, unless that first Person holds the voting securities only to secure an obligation, (B) the second Person is a partnership, other than a limited partnership, and the first Person holds more than 50% of the interests of the partnership, or (C) the second Person is a limited partnership, and the general partner of the limited partnership is the first Person.

(b) To the extent any covenants or agreements relate, directly or indirectly, to a subsidiary of either Robex or Predictive, each such provision shall be construed as a covenant by Robex or Predictive, as the case may be, to cause (to the fullest extent to which it is legally capable) such subsidiary to perform the required action.

1.14 Schedules

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part thereof:

Schedule “A” - Plan of Arrangement

Schedule “B” - Arrangement Resolution

Schedule “C” - Representations and Warranties of Robex

Schedule “D” - Representations and Warranties of Predictive and Acquireco

Schedule “E” - Robex Supporting Shareholders

Schedule “F” - Governance Matters

ARTICLE 2
THE ARRANGEMENT AND MEETING

2.1 Arrangement

Robex, Predictive and Acquireco agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

2.2 Interim Order

As soon as reasonably practicable following the date of execution of this Agreement, and in any event no later than November 12, 2025, Robex shall, in a manner and form acceptable to Predictive, acting reasonably, prepare, file and diligently pursue an application to the Court pursuant to Chapter XVI – Division II of the QBCA for the Interim Order, which shall provide, among other things:

(a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Robex Meeting and the manner in which such notice is to be provided;

(b) confirmation of the record date for the purpose of determining which Robex Shareholders are entitled to receive notice of, and to vote at, the Robex Meeting;

(i) 66⅔% of the votes cast on the Arrangement Resolution by the Robex Shareholders present in person or represented by proxy at the Robex Meeting and entitled to vote at the Robex Meeting; and

(ii) if, and to the extent, required under applicable Canadian Securities Laws, a simple majority of the votes cast on the Arrangement Resolution by the Robex Shareholders present in person or represented by proxy at the Robex Meeting and entitled to vote at the Robex Meeting excluding for this purpose votes attached to the Robex Shares held or controlled by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;

(d) for the grant of Dissent Rights to registered holders of the Robex Shares as contemplated in the Plan of Arrangement;

(e) that the Robex Meeting may be adjourned or postponed from time to time by the management of Robex in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court;

(f) that the record date for the Robex Shareholders entitled to receive notice of and to vote at the Robex Meeting will not change in respect of any adjournment(s) or postponement(s) of the Robex Meeting, unless required by the Court or by applicable Law;

26 -

(g) that the Parties intend to rely upon the Section 3(a)(10) Exemption, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Robex Shareholders, with respect to the issuance and distribution of the Consideration pursuant to the Arrangement, to implement the transactions contemplated hereby in respect of the Robex Shareholders;

(h) that each Robex Shareholder and any other affected Person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a specified reasonable time;

(i) that in all other respects, the terms, conditions and restrictions of Robex’s Constating Documents, including quorum requirements and other matters, shall apply in respect of the Robex Meeting;

(j) that the deadline for the submission of proxies by Robex Shareholders for the Robex Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Montreal, Québec) prior to the time of the Robex Meeting, subject to waiver by Robex in accordance with the terms of this Agreement;

(k) that, subject to the discretion of the Court, the Robex Meeting may be held as a virtual or hybrid meeting, and that the Robex Shareholders that participate in the Robex Meeting through virtual means, if applicable, shall be deemed to be present at the Robex Meeting;

(l) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and

(m) for such other matters as Robex and Predictive may reasonably require, as the case may be, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably conditioned, withheld or delayed.

2.3 Robex Meeting

Subject to receipt of the Interim Order and the terms of this Agreement:

(a) Robex shall convene and conduct the Robex Meeting as soon as practicable following the date hereof, and in any event no later than December 19, 2025, in accordance with the Interim Order, Robex’s Constating Documents and applicable Laws for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Robex Circular and agreed to by Predictive, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Robex Meeting without the prior written consent of Predictive (such consent not to be unreasonably withheld, conditioned or delayed), except as:

(i) required for quorum purposes (in which case the Robex Meeting shall be adjourned and not cancelled), by Law or by a Governmental Entity;

(ii) if legally required by a valid Robex Shareholder action which is not solicited, facilitated or proposed by Robex or the Robex Board and

27 -

subject to compliance by Robex with Section 7.2 (in which case the Robex Meeting shall be adjourned and not cancelled); or

(iii) required or permitted under Section 7.1(d) or Section 7.3(e);

(b) Robex shall consult with Predictive in fixing the date of the Robex Meeting, promptly give notice to Predictive of the Robex Meeting and shall allow Predictive’s Representatives (including its legal counsel and financial advisor) to attend the Robex Meeting;

(c) unless the Robex Board has made a Change in Recommendation, Robex shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted or proposed by any Robex Shareholder that is inconsistent with the Arrangement Resolution, and Robex shall retain and use the services of a proxy solicitation services firm to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted or proposed by any Robex Shareholder that is inconsistent with the Arrangement Resolution, provided that (i) any proxy solicitation firm engaged pursuant to this Section 2.3(c) shall be a suitably qualified Person that is mutually agreed upon by Robex and Predictive, each acting reasonably, and (ii) all fees, costs and expenses of any proxy solicitation firm engaged pursuant to this Section 2.3(c) shall be borne equally by Robex and Predictive;

(d) Robex shall provide Predictive with copies of or access to information regarding the Robex Meeting generated by Robex’s transfer agent or any proxy solicitation services firm, as reasonably requested from time to time by Predictive, and instruct its transfer agent or any proxy solicitation services firm retained by Robex to report to Predictive concurrently with their reports to Robex;

(e) Robex shall advise Predictive as Predictive may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Robex Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes “for” and votes “against” the Arrangement Resolution) by Robex in respect of the Arrangement Resolution;

(f) Robex shall not change the record date for Robex Shareholders entitled to vote at the Robex Meeting in connection with any adjournment or postponement of the Robex Meeting unless required by applicable Law or the Interim Order, or with Predictive’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed;

(g) Robex shall not without the prior written consent of Predictive, not to be unreasonably withheld, conditioned or delayed, waive the deadline for the submission of proxies by Robex Shareholders for the Robex Meeting;

(h) Robex shall promptly advise Predictive of any known communication (written or oral) received from, or claims brought by (or, to the knowledge of Robex, threatened to be brought by), any Person in opposition to the Arrangement or the Robex Meeting, and/or any purported exercise or withdrawal of Dissent

28 -

Rights by Robex Shareholders and, subject to applicable Law, cooperate and provide Predictive with (i) an opportunity to review and comment upon in advance any written communications to be sent by or on behalf of Robex to any such Person, (ii) a copy of any such written communication and (iii) the opportunity to participate with Robex in any discussions, negotiations or Proceedings with or including any such Persons, provided that this Section 2.3(h) shall not apply in respect of a Superior Proposal, for which Section 7.2 shall apply;

(i) Robex shall not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of Dissent Rights without the prior written consent of Predictive, such consent not to be unreasonably withheld, conditioned or delayed;

(j) Robex shall not waive any failure by any holder of Robex Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Predictive, such consent not to be unreasonably withheld, conditioned or delayed; and

(k) at the reasonable request of Predictive from time to time, provide Predictive with a list of (i) the registered Robex Shareholders, together with their addresses and respective holdings of Robex Shares, (ii) the names, addresses and holdings of all Persons having rights issued by Robex to acquire Robex Shares including the holders of Robex DSUs, Robex PSUs, Robex Warrants and Robex Options, and (iii) participants and book-based nominee registrants such as CDS & Co. and CEDE & Co., and non-objecting beneficial owners of Robex Shares, together with their addresses and respective holdings of Robex Shares, all as can be reasonably obtained by Robex using the procedures set forth under Securities Laws. Robex shall from time to time require that its registrar and transfer agent furnish Predictive with such additional information, including updated or additional lists of Robex Shareholders, and lists of securities positions and other assistance as Predictive may reasonably request in order to be able to communicate with respect to the Arrangement with the Robex Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution.

2.4 Robex Circular

(a) As soon as practicable following the execution of this Agreement, Robex shall prepare the Robex Circular in compliance with applicable Securities Laws and, as soon as practicable after obtaining the Interim Order and in any event by no later than November 19, 2025, shall file the Robex Circular in all jurisdictions where the same is required to be filed and mail the same as required by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required, complying in all material respects with all applicable Laws on the date of mailing thereof.

(b) Subject to Predictive’s compliance with its obligations under Section 2.4(d), Robex shall ensure that the Robex Circular complies in all material respects

29 -

with the Interim Order and all applicable Laws, and, without limiting the generality of the foregoing, that the Robex Circular provides Robex Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Robex Meeting. Robex shall also ensure that the Robex Circular does not contain, at the time of mailing thereof, any misrepresentation (other than in respect of any written information with respect to Predictive that is furnished in writing by or on behalf of Predictive for inclusion in the Robex Circular) and shall, to Robex's knowledge, constitute full, true and plain disclosure of all material facts concerning Robex (other than in respect of any written information with respect to Predictive that is furnished in writing by or on behalf of Predictive for inclusion in the Robex Circular). Robex hereby indemnifies and saves harmless Predictive from and against any and all liabilities, claims, demands, losses (other than loss of profits), costs, damages (other than exemplary, aggravated, punitive, consequential, incidental or special damages) and reasonable expenses to which Predictive may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Robex Circular, other than in respect of any information included in the Robex Circular that was provided by Predictive or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Entity based on such a misrepresentation or alleged misrepresentation in the Robex Circular other than in respect of any information included in the Robex Circular that was provided by Predictive or its Representatives specifically for inclusion therein.

(c) Without limiting the generality of Section 2.4(b), Robex shall ensure that the Robex Circular includes: (i) a copy of the Interim Order, (ii) a summary of the terms and conditions of this Agreement and the Plan of Arrangement, (iii) summaries and copies of the Robex Fairness Opinions, (iv) a statement that the Robex Board has received the Robex Fairness Opinions and has, after receiving advice from its financial advisors and outside legal counsel, unanimously determined that the Arrangement is in the best interests of Robex and is fair to the Robex Shareholders and that the Robex Board unanimously recommends that the Robex Shareholders vote in favour of the Arrangement Resolution (the "Robex Board Recommendation"), and (v) a statement that each Robex Supporting Shareholder has entered into the Robex Voting Agreement pursuant to which such Robex Supporting Shareholder has agreed to vote all of their Robex Shares for and in favour of the Arrangement Resolution.

(d) Predictive shall furnish in writing to Robex all such information regarding Predictive and Acquireco, its affiliates and the Predictive Shares, as may be reasonably requested by Robex (including financial statements of Predictive prepared in accordance with AIFRS, Predictive Technical Report, and other information required by Section 14.2 of Form 51-102F5 and applicable Laws and the Interim Order for inclusion in the Robex Circular, if applicable) in the preparation and filing of the Robex Circular and other documents related thereto. Predictive shall also use commercially reasonable efforts to obtain any necessary consents from Qualified Persons and its auditors to the use of any financial or technical information required to be included in the Robex Circular.

30 -

Predictive shall ensure that, to Predictive’s knowledge, no such information furnished in writing by Predictive or its Representatives to Robex will include any misrepresentation and shall, to Predictive’s knowledge, constitute full, true and plain disclosure of all material facts concerning Predictive, Acquireco and the Predictive Shares to be delivered to the Robex Shareholders as the Consideration. Predictive hereby indemnifies and saves harmless Robex from and against any and all liabilities, claims, demands, losses (other than loss of profits), costs, damages (other than exemplary, aggravated, punitive, consequential, incidental or special damages) and reasonable expenses to which Robex may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information relating solely to Predictive included in the Robex Circular that was provided by Predictive or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Governmental Entity based on such a misrepresentation or alleged misrepresentation in respect of any information relating solely to Predictive included in the Robex Circular that was provided by Predictive or its Representatives specifically for inclusion therein

(e) Robex shall give Predictive and its outside legal counsel a reasonable opportunity to review and comment on the Robex Circular, prior to the Robex Circular being printed and mailed to the Robex Shareholders and filed with the Securities Authorities, and reasonable and good faith consideration shall be given to any comments made by Predictive and its outside legal counsel, provided that all information relating solely to Predictive and Acquireco included in the Robex Circular must be in form and content satisfactory to Predictive. Robex shall provide Predictive with a final copy of the Robex Circular prior to mailing to the Robex Shareholders.

(f) Robex and Predictive shall each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of Robex, only with respect to information regarding Robex and in the case of Predictive, only with respect to information regarding Predictive and Acquireco) that the Robex Circular contains a misrepresentation, or that otherwise requires an amendment or supplement to the Robex Circular, and the Parties shall cooperate in the preparation of any amendment or supplement to the Robex Circular, as required or appropriate, and Robex shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Robex Circular to the Robex Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

(g) Robex shall use its commercially reasonable efforts to obtain any necessary consents from any of its advisors to the use of any expert information required to be included in the Robex Circular and to the identification in the Robex Circular of each such advisor.

(h) Robex shall promptly notify Predictive upon the receipt of any correspondence with respect to the Robex Circular or the Arrangement, whether written or oral, from any Securities Authority or Exchange with respect to the Robex Circular or the Arrangement or any request from any Securities Authority or Exchange for information related to the Robex Circular or the Arrangement or

31 -

amendments or supplements to the Robex Circular, and shall promptly provide Predictive with copies of all correspondence between Robex and its Representatives, on the one hand, and the Securities Authority or Exchange, on the other hand. Robex shall use its commercially reasonable efforts to respond promptly to any correspondence with respect to the Robex Circular or the Arrangement from any Securities Authority or Exchange with respect to the Robex Circular or the Arrangement, and Robex shall consult with and give reasonable and good faith consideration to recommendations provided by Predictive and its outside legal counsel prior to submitting to the Securities Authority or Exchange any response to any such correspondence. In connection with the filing of the Robex Circular or the dissemination thereof to the Robex Shareholders, or submitting to any Securities Authority or Exchange any response to any correspondence of any Securities Authority or Exchange with respect thereto, Robex shall provide Predictive and its outside legal counsel a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and Robex shall give reasonable and good faith consideration to any comments of Predictive and/or its outside legal counsel prior to such filing, dissemination or submission.

2.5 Final Order

If (a) the Interim Order is obtained and (b) the Arrangement Resolution is approved by Robex Shareholders at the Robex Meeting as provided for in the Interim Order and as required by applicable Law, Robex shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order as soon as reasonably practicable, but in any event not later than five (5) Business Days after the Arrangement Resolution is passed at the Robex Meeting.

2.6 Court Proceedings

In connection with all Proceedings relating to obtaining the Interim Order and the Final Order, Robex shall, subject to the terms of this Agreement:

(a) diligently pursue, and cooperate with Predictive in diligently pursuing, the Interim Order and the Final Order;

(b) provide Predictive and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court or any Governmental Entity in connection with the Arrangement, including drafts of the motion for Interim Order and Final Order, affidavits, Interim Order and Final Order, and give reasonable and good faith consideration to all such comments of Predictive and its outside legal counsel, provided that all information relating to Predictive included in such materials shall be in a form and substance satisfactory to Predictive;

(c) provide to Predictive and its outside legal counsel, on a timely basis, copies of any notice of appearance, evidence or other documents served on Robex or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;

32 -

(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;

(e) not file any material with the Court in connection with the Arrangement or serve any such material, or modify or amend or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with Predictive’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that Predictive shall not be required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases Predictive’s obligations, or diminishes or limits Predictive’s rights set forth in any such filed or served materials or under this Agreement, the Arrangement, or the Robex Voting Agreements;

(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement and consult with Predictive with respect to the defense or settlement of any Robex Shareholder or derivative Proceeding and shall not settle in respect of any such Proceeding without Predictive’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed;

(g) not unreasonably object to Predictive’s outside legal counsel making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided that such submissions are consistent with this Agreement and the Plan of Arrangement, and further provided that Predictive’s outside legal counsel advises Robex’s outside legal counsel of the nature of such submissions at least the day before the hearing; and

(h) if Robex is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, only do so after notice to, and in consultation and cooperation with, Predictive.

2.7 Articles of Arrangement and Effective Date

(a) The Articles of Arrangement shall include and implement the Plan of Arrangement.

(b) Robex shall file the Articles of Arrangement with the Registrar as soon as practicable and in any event within five (5) Business Days of the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties.

(c) The Arrangement shall be effective at the Effective Time on the Effective Date and the transactions comprising the Arrangement shall be deemed to occur in the order set out in the Plan of Arrangement without any further act or formality.

33 -

The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective at the Effective Time. From and after the Effective Time, the Arrangement will have all of the effects provided by Law, including the QBCA, as set out in the Articles of Arrangement.

(d) The closing of the Arrangement and the transactions contemplated by this Agreement will take place (i) by remote communication and by the exchange of documents by electronic transmission or (ii) as may otherwise be agreed upon by the Parties.

2.8 Payment and Delivery of Consideration

(a) As soon as reasonably practicable following receipt of the Final Order and in any event no later than the Business Day prior to the Effective Date determined in accordance with Section 2.7, Predictive shall deposit in escrow with the Depositary sufficient Predictive Shares to satisfy the aggregate Consideration to be delivered and paid by Predictive, on behalf of Acquireco, to the Robex Shareholders (other than Robex Shareholders who have validly exercised Dissent Rights and have not withdrawn their notice of objection).

(b) The Depositary shall hold the Consideration as agent and nominee for the Robex Shareholders for distribution to such Robex Shareholders and, upon completion of the Arrangement, the Depositary shall deliver the Predictive Shares deposited with the Depositary pursuant to Section 2.8(a) to Robex Shareholders in accordance with the Plan of Arrangement and the depositary agreement to be entered into among the Parties and the Depositary.

2.9 Withholding Taxes

(a) Subject to Sections 2.9(b) and 7.4(c), Predictive, Robex, Acquireco, the Depositary and their respective agents, as applicable, shall be entitled to deduct and withhold from any Consideration or any other amount payable or otherwise deliverable to any Robex Securityholder or any other Person under this Agreement and the Plan of Arrangement (including any payment to Robex Shareholders who have validly exercised their Dissent Rights) such Taxes or other amounts as Predictive, Robex, Acquireco, the Depositary or their respective agents, as the case may be, may reasonably determine is required to be deducted or withheld with respect to such payment under the Tax Act, the U.S. Tax Code, the Income Tax Assessment Act or any provision of applicable Laws in respect of Taxes. For the purposes hereof, all such deducted or withheld amounts shall be treated as having been paid to the Person in respect of which such deduction or withholding was made on account of the obligation to make payment to such Person hereunder, provided that such deducted or withheld amounts are timely remitted to the appropriate Governmental Entity by or on behalf of Predictive, Robex, Acquireco, the Depositary or their respective agents, as the case may be. To the extent that the amount so required to be deducted or withheld from any payment to a Robex Securityholder exceeds the cash component, if any, of the amount otherwise payable, subject to prior approval of Predictive, any of Predictive, Robex, Acquireco, the Depositary or their respective agents, as the case may be, are hereby authorized to sell or otherwise dispose of such portion of the Consideration issuable as is necessary

34 -

to provide sufficient funds to Predictive, Robex, Acquireco, the Depositary or their respective agents, as the case may be, to enable it to comply with all applicable deduction or withholding requirements, and Predictive, Robex, Acquireco, the Depositary or their respective agents, as the case may be, shall remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate Governmental Entity and shall remit to such Robex Securityholder any unapplied balance of the net proceeds of such sale. Any sale will be made in accordance with applicable Laws and at prevailing market prices and none of Predictive, Robex, Acquireco, the Depositary or their respective agents, as the case may be, shall have any liability to, or be under any obligation to obtain a particular price or to indemnify, any Robex Securityholder in respect of a particular price, for the portion of the Consideration so sold.

(b) Despite any provision to the contrary in this Agreement or the Plan of Arrangement:

(i) Predictive and Acquireco acknowledge and agree that, except as permitted by Section 2.9(b)(ii), they will not, and they shall procure that the Depositary, and their respective agents will not, withhold or deduct any amount on account of Taxes payable pursuant to the Income Tax Assessment Act from any Consideration or any other amount payable or otherwise deliverable to any Robex Securityholder (including any payment to Robex Shareholders who have validly exercised their Dissent Rights) under this Agreement and the Plan of Arrangement to the extent such withholding or deduction is in respect of or in connection with a foreign resident CGT amount payable to the Australian Commissioner of Taxation under Subdivision 14-D of Schedule 1 to the Taxation Administration Act 1953 (Cth).

(ii) If Predictive and Acquireco determine (acting reasonably) that a foreign resident CGT amount is payable to the Australian Commissioner of Taxation under Subdivision 14-D of Schedule 1 of the Taxation Administration Act 1953 (Cth) in respect of or in connection with the Consideration payable or otherwise deliverable to any Robex Shareholder under this Agreement and the Plan of Arrangement, Predictive or Acquireco:

(A) may withhold and remit to the Australian Taxation Office a sum of up to 15% (or some lesser rate expressly approved by the Australian Commissioner of Taxation in writing) of the market value of the Consideration payable or otherwise deliverable to that Robex Shareholder (“CGT Withholding Amount”); and

(B) is taken to have paid the CGT Withholding Amount to the Robex Shareholder for the purposes of this Agreement,

provided that:

(C) Predictive or Acquireco has given Robex, at least twenty (20) Business Days prior to the Effective Date, information which is

35 -

to Robex’s satisfaction (acting reasonably), which identifies the reasons as to why a liability arises under Subdivision 14-D of Schedule 1 of the Taxation Administration Act 1953 (Cth), and the basis of the calculation of the CGT Withholding Amount; and

(D) Robex has not, at least five (5) Business Days prior to the Effective Date, given information to Predictive or Acquireco which demonstrates to Predictive’s or Acquireco’s satisfaction (acting reasonably), that the CGT Withholding Amount should be nil.

2.10 U.S. Securities Law Matters

The Parties intend that the Arrangement shall be carried out such that the issuance of the Predictive Shares to Robex Shareholders as the Consideration pursuant to the Arrangement, qualifies for the exemption from the registration requirements of the U.S. Securities Act under the Section 3(a)(10) Exemption and applicable U.S. state securities (Blue Sky) Laws in reliance upon exemptions under applicable U.S. state securities Laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.10. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court;

(b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the Court hearing required to issue the Interim Order;

(c) the Court will be required to satisfy itself, prior to approval of the Arrangement, as to the substantive and procedural fairness of the Arrangement;

(d) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement;

(e) the Final Order will expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the Robex Shareholders to whom Consideration will be issued;

(f) the Parties will ensure that the Robex Circular is sent to Robex Shareholders, and will provide them with (i) adequate notice advising them of their right to attend the Court hearing and providing them with sufficient information necessary for them to exercise that right, and (ii) advice that the Consideration issuable pursuant to the Arrangement has not been and will not be registered under the U.S. Securities Act and will be issued and delivered to the Robex Shareholders in reliance on the Section 3(a)(10) Exemption, and that certain restrictions on resale under the securities laws of the United States, including, as applicable, Rule 144 under the U.S. Securities Act, will be applicable with respect to securities issued to Robex Shareholders who are affiliates of Predictive upon the completion of the Arrangement;

36 -

(g) the Interim Order will specify that each Person entitled to receive Consideration on completion of the Arrangement will have the right to appear before the Court at the Court hearing on the Final Order and in accordance with the requirements of the Section 3(a)(10) Exemption, so long as such Person enters an appearance within a reasonable time; and

(h) the Final Order will include a statement to substantially the following effect: "This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Predictive, pursuant to the Plan of Arrangement."

2.11 Treatment of Convertible Securities

(a) The Parties acknowledge that the outstanding Robex DSUs, Robex PSUs, Robex Warrants and Robex Options shall be treated in accordance with the terms of the Plan of Arrangement.

(b) Robex acknowledges and agrees that Predictive may, as determined by the Predictive Board, take such action as is necessary to cause any or all of the Predictive PRs listed in Section 2.11(b) of the Predictive Disclosure Letter to vest on or prior to the Effective Date, which may include (i) the Predictive Board accelerating vesting of, or waiving any vesting conditions or vesting periods applying to, any or all of the Predictive PRs subject to any conditions as determined by the Predictive Board (and subject to the terms of the Predictive PRs and the ASX Listing Rules); (ii) Predictive making all necessary applications to the ASX for waivers or confirmations under the ASX Listing Rules (if required); (iii) to the extent Predictive considers necessary, seeking the approval of Predictive Shareholders to obtain shareholder approval for the accelerated vesting of the Predictive PRs; or (iv) Predictive issuing or transferring (or procuring the issue or transfer of) such number of Predictive Shares as required by the terms of the Predictive PRs.

2.12 Adjustment to Consideration

Notwithstanding anything in this Agreement to the contrary, if between the date of this Agreement and the Effective Time: (i) Predictive changes the number of Predictive Shares issued and outstanding as a result of a reclassification, consolidation, stock split, stock dividend, recapitalization, subdivision, or other similar transaction, or (ii) Robex changes the number of Robex Shares issued and outstanding as a result of a reclassification, consolidation, stock split, stock dividend, recapitalization, subdivision, or other similar transaction, then in each case, to provide each Party and their respective shareholders the same economic effect as contemplated in this Agreement and the Arrangement but for such circumstances so arising, and to reflect the same good faith mutual intent of the Parties as of the date of this Agreement, the Consideration, the Exchange Ratio, and any other dependent item set out in this Agreement or the Plan of Arrangement, as applicable, shall be adjusted to eliminate the effects of such event, except as may be otherwise agreed by the Parties in writing.

37 -

38 -

2.13 U.S. Tax Treatment

The Arrangement is intended to qualify as a tax-deferred reorganization within the meaning of Section 368(a) of the U.S. Tax Code, and this Agreement and the Plan of Arrangement are intended to be a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the U.S. Tax Code. Provided the Arrangement satisfies all requirements applicable to a tax-deferred reorganization within the meaning of Section 368(a) of the U.S. Tax Code, each Party hereto shall treat the Arrangement as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all U.S. federal income tax purposes, shall treat this Agreement and the Plan of Arrangement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the U.S. Tax Code, and shall not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Law. Notwithstanding the foregoing, no Party makes any representation or warranty to any other Party or to any Robex Shareholder or any other Robex Securityholder as to the U.S. federal income tax treatment or consequences of the Arrangement.

2.14 Australian CGT Rollover

Neither Predictive or Acquireco will do anything to preclude any Robex Shareholder from seeking or obtaining capital gains tax rollover relief under Subdivision 124-M of the Income Tax Assessment Act (“CGT Rollover”), to the extent it is otherwise available (except for anything (i) otherwise required by, or in connection with, this Agreement or the Plan of Arrangement, or (ii) required by any Law), and both Predictive and Acquireco will take such steps reasonably requested by any such Robex Shareholder to facilitate the obtaining of such CGT Rollover. In particular, neither Predictive nor Acquireco will make a choice under Subsection 124-795(4) of the Income Tax Assessment Act 1997 (Cth) (Australia) such that Robex Shareholders could not obtain a roll-over under Subdivision 124-M in respect of the CGT event happening in relation to the exchange of Robex Shares.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF ROBEX

3.1 Representations and Warranties

(a) Except as set forth in the Robex Disclosure Letter, Robex represents and warrants to Predictive and Acquireco as set forth in Schedule “C” and acknowledges and agrees that Predictive and Acquireco are relying upon such representations and warranties in connection with the entering into of this Agreement.

(b) Predictive acknowledges and agrees that, except as set forth in Schedule “C”, neither Robex nor any other Person has made or makes any other representation and warranty (written or oral, express or implied, or at Law or in equity), with respect to Robex, its subsidiaries, their respective businesses, the past, current or future financial condition of any of their assets, liabilities or operations, their past, current or future profitability or performance, individually or in the aggregate, the accuracy or completeness of any information furnished or made available to the Predictive (or any officer, director, employee, representative (including any financial or other advisor) or agent of Predictive) or any other Person in connection with the transactions contemplated hereby, and any such

other representations or warranties are expressly disclaimed. No investigation by or on behalf of Predictive prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by Robex in this Agreement.

3.2 Survival of Representations and Warranties

The representations and warranties of Robex contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PREDICTIVE AND ACQUIRECO

4.1 Representations and Warranties

(a) Except as set forth in the Predictive Disclosure Letter, Predictive represents and warrants to Robex as set forth in Schedule “D” and acknowledges and agrees that Robex is relying upon such representations and warranties in connection with the entering into of this Agreement.

(b) Robex acknowledges and agrees that, except as set forth in Schedule “D”, neither Predictive nor any other Person has made or makes any other representation and warranty (written or oral, express or implied, or at Law or in equity), with respect to Predictive, its subsidiaries, their respective businesses, the past, current or future financial condition of any of their assets, liabilities or operations, their past, current or future profitability or performance, individually or in the aggregate, the accuracy or completeness of any information furnished or made available to Robex (or any officer, director, employee, representative (including any financial or other advisor) or agent of Robex) or any other Person in connection with the transactions contemplated hereby, and any such other representations or warranties are expressly disclaimed. No investigation by or on behalf of Robex prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by Predictive in this Agreement.

4.2 Survival of Representations and Warranties

The representations and warranties of Predictive contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5

COVENANTS

5.1 Covenants of Robex Regarding the Conduct of Business

(a) Robex covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or

39 -

permitted by this Agreement or the Plan of Arrangement, as set out in the Robex Disclosure Letter (which, for greater certainty, do not require the consent of Predictive or Acquireco), as required by applicable Laws or any Governmental Entities, or as consented to by Predictive in writing (such consent not to be unreasonably withheld or delayed), Robex shall, and shall cause each of its subsidiaries to:

(i) conduct its business and affairs and maintain its assets, properties and facilities, in the ordinary course of business consistent with past practice and in accordance, in all material respects, with applicable Laws;

(ii) use commercially reasonable efforts to preserve intact its present business organization, assets, Authorizations and goodwill, maintain the Robex Mineral Rights and its real property interests (including title to, and leasehold interests in respect of, any real property) in good standing, keep available the services of its officers and employees as a group and preserve the current material relationships with Governmental Entities, suppliers, distributors, Employees, Independent Contractors, customers and others having business relationships with it; and

(iii) keep Predictive fully informed as to material decisions or actions made or required to be made with respect to, and material developments or changes relating to, the operation of its businesses and other items in Sections 5.1(a)(i) and 5.1(a)(ii), provided that such disclosure is not otherwise restricted by reason of confidentiality owed to another Person or prohibited by applicable Law or is in respect of competitively sensitive information.

(b) Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required by Law, required, provided or permitted by this Agreement or the Plan of Arrangement, or as set out in the Robex Disclosure Letter (which, for greater certainty, do not require the consent of Predictive or Acquireco), Robex shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, without the prior written consent of Predictive (which consent shall not be unreasonably withheld or delayed):

(i) amend, restate, rescind, alter, enact or adopt all or any portion of any of Robex's Constating Documents or the Constating Documents of any of its subsidiaries;

(ii) issue, sell, pledge, lease, dispose of or encumber, or agree to issue, sell, pledge, lease, dispose of or encumber, any securities of or any securities convertible into securities of Robex (other than in connection with the exercise, redemption or conversion, in accordance with their respective terms, of outstanding Robex DSUs, Robex PSUs, Robex Warrants or Robex Options) or amend, extend or terminate, or agree to amend, extend or terminate, any of the terms of, or agreements governing, any outstanding securities of Robex or right that is linked in any way to the price of any securities of Robex;

40 -

(iii) split, consolidate or reclassify, or propose to split, consolidate or reclassify, any of its shares or undertake or propose to undertake any other capital reorganization or change in its common shares, any other of its securities or its share capital;

(iv) reduce the stated capital of any of its securities;

(v) make, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) on, or purchase, redeem, repurchase or otherwise acquire, any securities of Robex or any of its subsidiaries;

(vi) create any new subsidiary;

(vii) adopt a plan of complete or partial liquidation, arrangement, dissolution, amalgamation, merger, consolidation, restructuring, recapitalization, winding-up or other reorganization of Robex or any of its subsidiaries (other than pursuant to this Agreement and the transactions contemplated by this Agreement), or file a petition in bankruptcy under any applicable Law on behalf of Robex or any of its subsidiaries, or consent to the filing of any bankruptcy petition against Robex or any of its subsidiaries under any applicable Law;

(viii) sell, sell and lease back, pledge, licence, lease, sublease, alienate, dispose, swap, transfer or voluntarily lose the right to use, in whole or in part, or otherwise dispose of, or subject to any Lien (other than Permitted Liens), any asset or any interest in any asset, or waive, cancel, release or assign to any Person (other than Robex or any of its subsidiaries) any material right or claim (including indebtedness owed to Robex or any of its subsidiaries), in either case having a value greater than A$2,000,000, except for (A) assets sold, leased, disposed of or otherwise transferred in the ordinary course and that are not, individually or in the aggregate, material to Robex or any of its subsidiaries, (B) obsolete, damaged or destroyed assets in the ordinary course of business and that are not, individually or in the aggregate, material to Robex or any of its subsidiaries, (C) returns of leased assets at the end of the lease term, (D) transfers of assets between Robex and a subsidiary of Robex or transfers between subsidiaries of Robex, and (E) as required pursuant to the terms of any Material Contract in effect on the date of this Agreement and set out in the Robex Disclosure Letter;

(ix) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any company, partnership or other business organization or division, or incorporate or form, or agree to incorporate or form, any company, partnership or other business organization or make or agree to make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of, any property or assets of any other Person, company, partnership or other business organization having a value greater than A$2,000,000 in the aggregate;

41 -

(x) enter into or agree to the terms of, or terminate or amend any shareholders agreements, joint venture or similar agreement, arrangement or relationship;

(xi) make any capital expenditures or commitments other than (A) capital expenditures that are included in the Robex Budget, or (B) any other capital expenditures that do not exceed A$2,000,000 in the aggregate per mine site;

(xii) make, rescind or amend any material Tax election, information schedule, return or designation, settle or compromise any material Tax claim, assessment, reassessment or liability, or change any of its methods of reporting income, deductions or accounting for income Tax purposes;

(xiii) take any action inconsistent with past practice relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any Tax;

(xiv) enter into any Tax sharing, Tax allocation, Tax related waiver or Tax indemnification agreement, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;

(xv) fail to pay or cause to be paid all accounts when due or invoices promptly upon receipt, in any way related to the business, operations and assets of Robex or any of its subsidiaries, in each case in the ordinary course of business, consistent with past practice;

(xvi) pay, discharge or satisfy any material claims, liabilities or obligations other than (A) the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in the Robex Financial Statements, (B) as reflected in the Robex Budget, (C) any other claims, liabilities, obligations or expenditures that do not exceed A$2,000,000 in the aggregate, or (D) incurred in the ordinary course of business consistent with past practice;

(xvii) waive, release, grant or transfer any rights of value in, or modify, amend or change in any material respect, any existing material licence, lease, Authorization or Material Contract;

(xviii) modify, amend, supplement or change any Robex Royalty Agreement;

(xix) except as may be required by the terms of any written employment Contract, written consulting Contract, Robex Benefit Plan or Collective Agreement existing on the date hereof: (A) enter into or modify any employment, consulting, severance, change of control, transaction bonus, retention or similar agreements or arrangements with, grant any salary or fee increases to, or grant or increase any bonuses, severance, termination pay, change of control entitlements, retention bonuses or any other benefit or entitlement to or of, any officers or directors, or (B)

42 -

in the case of Employees or Independent Contractors who are not officers or directors, take any action other than in the ordinary, regular and usual course of business and consistent with past practice with respect to salary or fee increases or the grant or increase of any bonuses, severance, termination pay, change of control entitlements, transaction bonuses, retention bonuses or any other benefits or entitlements; provided, however, that (1) Robex shall abide by the terms and conditions of any employment Contracts and consulting Contracts in respect of any Person who will no longer be employed or retained by Predictive or Robex, as the case may be, after the Arrangement, including with respect to the payments of any severance amounts or change of control payments, if applicable, or (2) if any material amendments or revisions are to be made by Robex to the terms and conditions of any employment Contract and consulting Contract, such amendments and revisions shall only be made with the prior written consent of Predictive;

(xx) (A) hire any new Employee, Independent Contractor or service provider, as applicable, of Robex or any of its subsidiaries with total annual remuneration (including contingent remuneration) exceeding A$250,000 or who will be a director or officer of Robex or any of its subsidiaries, (B) promote any Employee or Independent Contractor to an annual base compensation level greater than A$250,000, (C) remove any director or terminate any officer other than for cause, (D) terminate any Employee or Independent Contractor who is not an officer or director without cause, unless such Employee or Independent Contractor has an annual base compensation of less than A$250,000, (E) give notice of termination to Employees that requires the delivery of a group notice of termination to a Governmental Entity, or (F) other than in the ordinary, regular and usual course of business and consistent with past practice, place any Employee on a temporary layoff;

(xxi) (A) incur, create, assume or otherwise become liable for any indebtedness, or refinance any existing indebtedness, other than: (1) indebtedness under credit cards incurred in the ordinary course of business and lines of credit and factoring agreements incurred in the ordinary course of business, (2) as contemplated in the Robex Budget, or (3) any other loans or, advances guarantees or other obligations, individually or in the aggregate, in an amount not to exceed A$2,000,000, (B) incur, create, assume or otherwise become liable for any other material liability or obligation, other than in the ordinary course of business, or (C) issue any debt securities, or guarantee, endorse or otherwise become responsible for, the obligations of any other Person; or make any loans or advances to any other Person, other than loans or advances made by Robex to a subsidiary of Robex, or by a subsidiary to Robex, or between subsidiaries of Robex, or pursuant to transactions contemplated in this Agreement;

43 -

(xxii) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts, off-take, royalty or similar financial instruments including any streaming transactions;

(xxiii) commence, pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations relating to any Proceeding or threatened Proceeding (A) by any Governmental Entity, or (B) the settlement of which would result in any relief, other than the payment by Robex or any of its subsidiaries of an amount in cash, including debarment, corporate integrity agreements, any undertaking restricting the operations of Robex’s or any of its subsidiaries’ business or the granting of Authorizations, deferred prosecution agreements, consent decrees, plea agreements or mandatory or permissive exclusion, seizure or detention of product, or notification, repair or replacement; other than the payment, discharge, settlement, or satisfaction of liabilities reflected or reserved against in Robex’s consolidated annual financial statements, or payment of any fees related to the Arrangement;

(xxiv) enter into or adopt any shareholder rights plan or similar agreement or arrangement;

(xxv) enter into or modify any Collective Agreement, or enter into any Contract that would be a Collective Agreement if in effect on the date hereof or grant recognition to any labour union or similar labour organization for purposes of collective bargaining;

(xxvi) engage in any transaction with any senior management Employee, vice-president Employee, director or any of their immediate family members (including spouses) or any related party (within the meaning of MI 61-101), other than (A) expense reimbursements and advances in the ordinary course of business, (B) employment Contracts with Employees hired in accordance with Section 5.1(b)(xx), or (C) transactions between Robex and a subsidiary of Robex or between subsidiaries of Robex;

(xxvii) prepay any long-term indebtedness before its scheduled maturity;

(xxviii) enter into any agreement or arrangement that would limit or restrict in any material respect Robex and the subsidiaries of Robex from competing or carrying on any business in any manner;

(xxix) materially change the business carried on by Robex and the subsidiaries of Robex, taken as a whole;

(xxx) enter into or amend any Contract with any broker, finder or investment banker, including any amendment to any Contracts listed in Section 33(a) of the Robex Disclosure Letter;

(xxxi) amend any existing material Authorization of Robex or any of its subsidiaries, or abandon or fail to diligently pursue any application for or renewal of any required material Authorization, or take or omit to take any action that would reasonably be expected to lead to the

44 -

termination of, or imposition of conditions on, any such material Authorization of Robex or any of its subsidiaries;

(xxxii) conduct any write-off, capitalisation or other action in respect of any intercompany loans and balances between Robex and/or between any other wholly-owned subsidiary of Robex except in the ordinary course of business consistent with past practice or in connection with this Agreement or the transactions contemplated hereby;

(xxxiii) amend, restate, rescind, alter, enact or adopt all or any portion of any Robex Benefit Plan except as required by applicable Law;

(xxxiv) increase or supplement, or commit to increase or supplement, any contribution, premium or benefit payable to or on behalf of an Employee under any Robex Benefit Plan, except in the ordinary course of business consistent with past practice;

(xxxv) take any action that would reasonably be expected to interfere with or be inconsistent with the completion of the Arrangement or the transactions contemplated in this Agreement; or

(xxxvi) authorize, agree, resolve or otherwise commit, whether or not in writing, directly or indirectly, to do any of the foregoing.

(c) Robex shall use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by Robex or any of its subsidiaries, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that, subject to Section 5.7, none of Robex or any of its subsidiaries shall obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months.

(d) Robex shall promptly notify Predictive in writing of any circumstance or development that, to the knowledge of Robex, has or would reasonably be expected to have a Material Adverse Effect in respect of Robex.

(e) Nothing contained in this Agreement shall give Predictive, directly or indirectly, the right to direct or control Robex’s business and operations prior to the Effective Time. Prior to the Effective Time, Robex shall exercise, consistent with the terms of this Agreement, control and supervision over its business and operations. Nothing in this Agreement, including any of the restrictions set forth herein, shall be interpreted in such a way as to place any Party in violation of applicable Law.

(f) For greater certainty, nothing in this Agreement will restrict Robex or any of its subsidiaries from incurring and paying costs and expenses in connection with the transactions contemplated by this Agreement, including all legal,

45 -

accounting, financial advisory, printing and other administrative or professional fees, the fees of its financial advisors, including in connection with the receipt and consideration of expressions of interest from Persons other than Predictive prior to the execution of this Agreement, the negotiation and settlement of this Agreement, the preparation and mailing of the Robex Circular, the convening of the Robex Meeting, applications for the Interim Order and Final Order, the solicitation of proxies in respect of the Robex Meeting and structuring and completion of the transactions contemplated herein.

5.2 Covenants of Predictive Regarding the Conduct of Business

(a) Predictive covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted by this Agreement or the Plan of Arrangement, or as set out in the Predictive Disclosure Letter (which, for greater certainty, do not require the consent of Robex), as required by applicable Laws or any Governmental Entities or as consented to by Robex in writing (such consent not to be unreasonably withheld or delayed), Predictive shall, and shall cause each of its subsidiaries to:

(i) conduct its business and affairs, and maintain its assets, properties and facilities, in the ordinary course of business consistent with past practice and in accordance, in all material respects, with applicable Laws;

(ii) use commercially reasonable efforts to preserve intact its present business organization, assets, Authorizations and goodwill, maintain the Predictive Mineral Rights and its real property interests (including title to, and leasehold interests in respect of, any real property) in good standing, keep available the services of its officers and employees as a group and preserve the current material relationships with Governmental Entities, suppliers, distributors, Employees, Independent Contractors, customers and others having business relationships with it; and

(iii) keep Robex fully informed as to material decisions or actions made or required to be made with respect to, and material developments or changes relating to, the operation of its businesses and other items in Sections 5.2(a)(i) and 5.2(a)(ii), provided that such disclosure is not otherwise restricted by reason of confidentiality owed to a Person or prohibited by applicable Law or is in respect of competitively sensitive information.

(b) Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required by Law, required, provided or permitted by this Agreement or the Plan of Arrangement, or as set out in the Predictive Disclosure Letter (which, for greater certainty, do not require the consent of Robex), Predictive shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, without the prior written consent of Robex (which consent shall not be unreasonably withheld or delayed):

46 -

(i) amend, restate, rescind, alter, enact or adopt all or any portion of any of the Constating Documents of Predictive or any of its subsidiaries;

(ii) (A) issue, sell, pledge, lease, dispose of or encumber, or agree to issue, sell, pledge, lease, dispose of or encumber, any securities of or any securities convertible into securities of Predictive (other than in connection with the exercise or conversion, in accordance with their respective terms or as contemplated by Section 2.11(b), of outstanding Predictive PRs or Predictive Options or other convertible securities or right that is linked in any way to the price of any securities of Predictive) or amend, extend or terminate, or agree to amend, extend or terminate, any of the terms of, or agreements governing, any outstanding securities of Predictive or right that is linked in any way to the price of any securities of Predictive or (B) issue any Predictive Shares or other securities pursuant to the Predictive Incentive Plan;

(iv) reduce the stated capital of any of its securities;

(vi) create any new subsidiary;

(vii) adopt a plan of complete or partial liquidation, arrangement, dissolution, amalgamation, merger, consolidation, restructuring, recapitalization, winding-up or other reorganization of Predictive or any of its subsidiaries (other than pursuant to this Agreement and the transactions contemplated by this Agreement), or file a petition in bankruptcy under any applicable Law on behalf of Predictive or any of its subsidiaries, or consent to the filing of any bankruptcy petition against Predictive or any of its subsidiaries under any applicable Law;

(viii) sell, sell and lease back, pledge, licence, lease, sublease, alienate, dispose, swap, transfer or voluntarily lose the right to use, in whole or in part, or otherwise dispose of, or subject to any Lien (other than Permitted Liens), any asset or any interest in any asset, or waive, cancel, release or assign to any Person (other than Predictive or a subsidiary of Predictive) any material right or claim (including indebtedness owed to Predictive or a subsidiary of Predictive) in either case having a value greater than A$2,000,000, except for (A) assets sold, leased, disposed of or otherwise transferred in the ordinary course of business and that are not, individually or in the aggregate, material to Predictive or a subsidiary of Predictive, (B) obsolete, damaged or destroyed assets in the ordinary course of business and that are not, individually or in the

47 -

aggregate, material to Predictive or a subsidiary of Predictive, (C) returns of leased assets at the end of the lease term, (D) transfers of assets between Predictive and a subsidiary of Predictive or transfers between subsidiaries of Predictive, and (E) as required pursuant to the terms of any Predictive Material Contract in effect on the date of this Agreement as set out in the Predictive Disclosure Letter;

(x) enter into or agree to the terms of, or terminate or amend any shareholders agreements, joint venture or similar agreement, arrangement or relationship;

(xi) make any capital expenditures or commitments other than (A) capital expenditures that are included in the Predictive Budget, or (B) any other capital expenditures that do not exceed A$2,000,000 in the aggregate;

(xiii) take any action inconsistent with past practice relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any Tax;

(xv) fail to pay or cause to be paid all accounts when due or invoices promptly upon receipt, in any way related to the business, operations and assets of Predictive or a subsidiary of Predictive, in each case in the ordinary course of business, consistent with past practice;

(xvi) pay, discharge or satisfy any material claims, liabilities or obligations other than (A) the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in the Predictive Financial Statements, (B) as reflected in the Predictive Budget, (C) any other claims, liabilities, obligations or expenditures that do not exceed A$2,000,000 in the

48 -

aggregate, or (D) incurred in the ordinary course of business consistent with past practice;

(xvii) waive, release, grant or transfer any rights of value in, or modify, amend, supplement or change in any material respect, any existing material licence, lease, Authorization or Material Contract;

(xviii) except as may be required by the terms of any written employment Contract, written consulting Contract, Predictive Benefit Plan or Collective Agreement existing on the date hereof, (A) enter into or modify any employment, consulting, severance, change of control, transaction bonus, retention or similar agreements or arrangements with, grant any salary or fee increases to, or grant or increase any bonuses, severance, termination pay, change of control entitlements, retention bonuses or other benefits or entitlements to or of, any officers or directors, or (B) in the case of Employees or Independent Contractors who are not officers or directors, take any action other than in the ordinary, regular and usual course of business and consistent with past practice with respect to salary or fee increases or the grant or increase of any bonuses, severance, termination pay, change of control entitlements, transaction bonuses, retention bonuses or any other benefits or entitlements; provided, however, that (1) Predictive shall abide by the terms and conditions of any employment Contracts and consulting Contracts in respect of any Person who will no longer be employed or retained by Robex or Predictive, as the case may be, after the Arrangement, including with respect to the payments of any severance amounts or change of control payments, if applicable, or (2) if any material amendments or revisions are to be made by Predictive to the terms and conditions of any employment Contract and consulting Contract, such amendments and revisions shall only be made with the prior written consent of Robex;

(xix) (A) hire any new Employee, Independent Contractor or service provider as applicable, of Predictive or any of its subsidiaries with total annual remuneration (including contingent remuneration) exceeding A$250,000 or who will be a director or officer of Predictive, (B) promote any Employee or Independent Contractor to an annual base compensation level greater than A$250,000, (C) remove any director or terminate any officer other than for cause, (D) terminate any Employee or Independent Contractor who is not an officer or director without cause, unless such Employee or Independent Contractor has an annual base compensation of less than A$250,000, (E) give notice of termination to Employees that requires the delivery of a group notice of termination to a Governmental Entity, or (F) other than in the ordinary, regular and usual course of business and consistent with past practice, place any Employee on a temporary layoff;

(xx) (A) incur, create, assume or otherwise become liable for any indebtedness, or refinance any existing indebtedness, other than: (1) indebtedness under credit cards incurred in the ordinary course of business and lines of credit and factoring agreements incurred in the

49 -

ordinary course of business; (2) as contemplated in the Predictive Budget, or (3) any other loans or, advances guarantees or other obligations, individually or in the aggregate, in an amount not to exceed A$2,000,000, (B) incur, create, assume or otherwise become liable for any other material liability or obligation, other than in the ordinary course of business, or (C) issue any debt securities, or guarantee, endorse or otherwise become responsible for, the obligations of any other Person; or make any loans or advances to any other Person, other than loans or advances made by Predictive to a subsidiary of Predictive, or by a subsidiary to Predictive, or between subsidiaries of Predictive, or pursuant to transactions contemplated in this Agreement;

(xxi) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts, off-take, royalty or similar financial instruments including any streaming transactions;

(xxii) commence, pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations, relating to any Proceeding or threatened Proceeding (A) by any Governmental Entity, or (B) the settlement of which would result in any relief, other than the payment by Predictive or a subsidiary of Predictive of an amount in cash, including debarment, corporate integrity agreements, any undertaking restricting the operations of Predictive or a subsidiary of Predictive's business or the granting of Authorizations, deferred prosecution agreements, consent decrees, plea agreements or mandatory or permissive exclusion, seizure or detention of product, or notification, repair or replacement; other than the payment, discharge, settlement, or satisfaction of liabilities reflected or reserved against in Predictive's consolidated annual financial statements, or payment of any fees related to the Arrangement;

(xxiii) enter into or adopt any shareholder rights plan or similar agreement or arrangement;

(xxiv) enter into or modify any Collective Agreement, or enter into any Contract that would be a Collective Agreement if in effect on the date hereof or grant recognition to any labour union or similar labour organization for purposes of collective bargaining;

(xxv) engage in any transaction with any senior management Employee, vice-president Employee, director or any of their immediate family members (including spouses) or any related party (within the meaning of MI 61-101), other than (A) expense reimbursements and advances in the ordinary course of business, (B) employment Contracts with Employees hired in accordance with Section 5.2(b)(xix), or (C) transactions between Predictive and a subsidiary of Predictive or between subsidiaries of Predictive;

(xxvi) prepay any long-term indebtedness before its scheduled maturity;

50 -

(xxvii) enter into any agreement or arrangement that would limit or restrict in any material respect Predictive and the subsidiaries of Predictive from competing or carrying on any business in any manner;

(xxviii) materially change the business carried on by Predictive and the subsidiaries of Predictive, taken as a whole;

(xxix) enter into or amend any Contract with any broker, finder or investment banker, including any amendment to any Contracts listed in Section 29(a) of the Predictive Disclosure Letter;

(xxx) amend any existing material Authorization of Predictive or a subsidiary of Predictive, or abandon or fail to diligently pursue any application for or renewal of any required material Authorization, or take or omit to take any action that would reasonably be expected to lead to the termination of, or imposition of conditions on, any such material Authorization of Predictive or a subsidiary of Predictive;

(xxxi) conduct any write-off, capitalisation or other action in respect of any intercompany loans and balances between Predictive and/or between any other wholly-owned subsidiary of Predictive except in the ordinary course of business consistent with past practice or in connection with this Agreement or the transactions contemplated hereby;

(xxxii) amend, restate, rescind, alter, enact or adopt all or any portion of any Predictive Benefit Plan except as required by applicable Law;

(xxxiii) increase or supplement, or commit to increase or supplement, any contribution, premium or benefit payable to or on behalf of an Employee under any Predictive Benefit Plan, except in the ordinary course of business consistent with past practice;

(xxxiv) take any action that would reasonably be expected to interfere with or be inconsistent with the completion of the Arrangement or the transactions contemplated in this Agreement; or

(xxxv) authorize, agree, resolve or otherwise commit, whether or not in writing, directly or indirectly, to do any of the foregoing.

(c) Predictive shall use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by Predictive or any of its subsidiaries, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect.

51 -

(d) Predictive shall promptly notify Robex in writing of any circumstance or development that, to the knowledge of Predictive, has or would reasonably be expected to have a Material Adverse Effect in respect of Predictive.

(e) Nothing contained in this Agreement shall give Robex, directly or indirectly, the right to direct or control Predictive’s business and operations prior to the Effective Time. Prior to the Effective Time, Predictive shall exercise, consistent with the terms of this Agreement, control and supervision over its business and operations. Nothing in this Agreement, including any of the restrictions set forth herein, shall be interpreted in such a way as to place any Party in violation of applicable Law.

(f) For greater certainty, nothing in this Agreement will restrict Predictive or a subsidiary of Predictive from incurring and paying costs and expenses in connection with the transactions contemplated by this Agreement, including all legal, accounting, financial advisory, printing and other administrative or professional fees, the fees of its financial advisors and the receipt and consideration of expressions of interest from Persons other than Robex prior to the execution of this Agreement, the negotiation and settlement of this Agreement and structuring and completion of the transactions contemplated herein.

5.3 Covenants Relating to the Arrangement

(a) Subject to the terms and conditions of this Agreement, including Section 5.4 (which shall govern in connection with obtaining Regulatory Approvals), each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

(i) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Laws to complete the Arrangement, including using commercially reasonable efforts to promptly:

(A) obtain and/or maintain all necessary Authorizations as are required to be obtained by it under applicable Law;

(B) upon reasonable consultation with the other Party, to oppose, lift or rescind any order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; provided that neither Party, nor any of their respective subsidiaries, will consent to the entry of any judgment or settlement with respect to any such lawsuit or proceeding

52 -

without the prior written approval of the other Party, not to be unreasonably withheld, conditioned or delayed;

(C) effect all necessary notifications, registrations, filings and submissions of information required by Governmental Entities relating to the Arrangement;

(D) (1) obtain and/or maintain all Key Third Party Consents and (2) obtain and/or maintain all consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required under any Material Contracts in connection with the Arrangement, in each case, (I) on terms that are satisfactory to the Parties, acting reasonably, or (II) without paying, and without committing itself or the other Party or any of its subsidiaries to pay any consideration or incur any liability or obligation without the prior written consent of the other Party (except for any fees chargeable by any Governmental Entity and except for payments contracted for with a Person or a payment to a Person to cover such Person’s reasonable expenses associated therewith);

(E) defend all lawsuits or other legal, regulatory or other Proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability of the Parties to consummate the Arrangement; and

(F) cooperate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder;

(ii) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or its subsidiaries with respect to this Agreement or the Arrangement; and

(iii) not take any action, refrain from taking any action or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially delay or impede the consummation of the Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvals and the consummation of the Arrangement.

(b) Predictive shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain approval or authorization of the listing and posting for trading on the ASX of the Consideration Shares, subject only to satisfaction of the customary listing conditions of the ASX. Robex shall cooperate with Predictive in respect of the foregoing, including by providing information reasonably requested by Predictive in connection therewith in a timely manner.

53 -

(c) Subject to the terms and conditions of this Agreement and of the Plan of Arrangement and applicable Laws, Predictive shall pay, on behalf of Acquireco, the aggregate Consideration to be paid pursuant to the Arrangement at the time and in the manner provided herein.

5.4 Regulatory Approvals

(a) Subject to Section 5.9, the Parties agree to use their respective commercially reasonable efforts to obtain all Regulatory Approvals and to effect all necessary notifications, registrations, applications, filings and submissions of information required by Governmental Entities or advisable in order to obtain the Regulatory Approvals or otherwise relating to the Arrangement, as soon as reasonably practicable and in any event, in order to allow the Effective Time to occur before the Outside Date.

(b) Without limiting the generality of Section 5.4(a), the Parties shall:

(i) with respect to any proposed applications, notices, filings, submissions, correspondence, agreements, orders, undertakings, or other information or communications relating to the Regulatory Approvals by one Party provide the other Party the assistance it may reasonably request in the preparation of the same (including providing any information reasonably requested by the other Party or its outside legal counsel), provide the other Party with draft copies thereof in advance and a reasonable opportunity to review and comment thereon prior to supplying to or filing with a Governmental Entity, and provide the other Party with final copies thereof once supplied or filed, as applicable;

(ii) coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section 5.4;

(iii) cooperate on a timely basis in the preparation of any response by the other Party to any request for additional information received by such other Party from a Governmental Entity in connection with the Regulatory Approvals;

(iv) promptly provide or submit all documentation and information that is required by applicable Law or a Governmental Entity in connection with obtaining the Regulatory Approvals;

(v) provide each other with advance copies and reasonable opportunity to comment on all materials supplied to or filed with any Governmental Entity, and all materials received from any Governmental Entity and consider in good faith any reasonable comments made by the other Party and its outside legal counsel on the materials submitted to or filed with any Governmental Entity and will provide the other Party and its outside legal counsel with final copies of all materials;

(vi) keep each other fully apprised of all written and oral communications with any Governmental Entity with respect to the Regulatory Approvals

54 -

and provide each other with copies of any written or electronic communication received from Governmental Entities and summaries of any verbal communications received, with respect to all applications, filings or other processes in respect of the Regulatory Approvals; and

(vii) where practicable, provide advance notice and the opportunity to attend and participate in all material meetings, telephone calls or other discussions with Governmental Entities in respect of the Regulatory Approvals, except to the extent that competitively sensitive information may be discussed, in which case the applicable Party will allow outside legal counsel for the other Party to participate.

(c) To the extent any materials to be provided to a Party pursuant to this Section 5.4 contain competitively sensitive information, such information may be provided to outside legal counsel for the other Party on an outside legal counsel-only basis. In addition, any submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable solicitor-client or other privilege or confidentiality concerns; provided that a Party shall provide outside legal counsel to the other Party a summary of the nature of information so redacted or excluded on the basis that such summary information will not be shared with its client.

(d) If any objections are asserted by any Governmental Entity under any Law with respect to the transactions contemplated by this Agreement, or if any Proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with any Law or as not satisfying any applicable legal text under a Law necessary to obtain the Regulatory Approvals, each of the Parties shall use commercially reasonable efforts consistent with the terms of this Agreement to resolve or avoid such Proceeding, including by using its commercially reasonable efforts to avoid, oppose or seek to have lifted or rescinded any Order that would restrain, prevent or delay the Closing and defending any Proceedings challenging, impeding or delaying this Agreement or the consummation of the Arrangement, so as to allow the Effective Time to occur on or prior to the Outside Date.

(e) The Parties shall not, and shall not allow any of their subsidiaries to, take any action or enter into any transaction, including any merger, acquisition, business combination, joint venture, disposition, lease or Contract, that would reasonably be expected to prevent, delay or impede the obtaining of, or increase the risk of not obtaining, the Regulatory Approvals, or otherwise prevent, delay or impede the consummation of the transactions contemplated by this Agreement.

(f) All filing and similar fees paid to Governmental Entities associated with obtaining the Regulatory Approvals, including applicable Taxes, shall be shared by the Parties equally.

(g) Notwithstanding the provisions of this Section 5.4, in connection with applying for and obtaining the Regulatory Approvals, no Party shall have any obligation to propose, negotiate, accept, agree to and/or effect (i) the sale, assignment,

55 -

amendment, licence, separate holding, divestiture, disposition or termination of any assets, properties, products, businesses, mineral rights (including the Predictive Mineral Rights or the Robex Mineral Rights, as applicable), Contracts, Authorizations or financing arrangements of such Party or any of its subsidiaries, or (ii) any behavioural or other remedy or undertaking imposing conditions, restraints, amendments or limitations on the assets, properties, products, businesses, contracts, Authorizations or financing arrangements of such Party or any of its subsidiaries.

5.5 Pre-Closing Reorganization

(a) Subject to Section 5.5(b), Robex agrees that, upon request of Predictive, Robex shall use commercially reasonable efforts to: (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as Predictive may request, acting reasonably (each a "Pre-Closing Reorganization"), and (ii) cooperate with Predictive and its advisors to determine the nature of the Pre-Closing Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken, and (iii) cooperate with Predictive and its advisors to seek to obtain any consents, approvals, waivers or similar authorizations which are reasonably required by Predictive (based on the terms of any Contract or Authorization) in connection with the Pre-Closing Reorganizations, if any, provided that such consents, approvals, waivers or similar authorizations have been set out in the notice delivered to Robex pursuant to Section 5.5(c)

(b) Robex will not be obligated to participate in any Pre-Closing Reorganization under Section 5.5(a) unless Robex determines, acting reasonably, that such Pre-Closing Reorganization:

(i) can be completed as close as reasonably practicable prior to the Effective Time, and can be unwound in the event the Arrangement is not consummated without adversely affecting Robex, any of its subsidiaries, or the Robex Securityholders in any material respect;

(ii) is not prejudicial to Robex, any of its subsidiaries, or the Robex Securityholders in any material respect;

(iii) does not require the approval of the Robex Securityholders or to proceed absent any required consent of any Person where the failure to obtain such consent would reasonably be expected to have a material adverse impact upon Robex and its subsidiaries (including any Regulatory Approval);

(iv) does not require Robex or its subsidiaries to take any action that would reasonably be expected to result in Taxes being imposed on, or any adverse Tax or other consequences to, any Robex Securityholders incrementally greater than the Taxes or other consequences to such Person in connection with the completion of the Arrangement in the absence of action being taken pursuant to this Section 5.5;

56 -

(v) does not result in (A) any material breach by Robex or any of its subsidiaries of any Material Contract, (B) any breach by Robex of Robex’s Constating Documents or applicable Law, or (C) any breach by any of Robex’s subsidiaries of its Constating Documents or applicable Law;

(vi) does not impair the ability of Robex to consummate, and will not materially delay the consummation of, the Arrangement and would not reasonably be expected to prevent any Person from making a Superior Proposal;

(vii) does not reduce or change the form of the Consideration provided for under the Arrangement;

(viii) does not unreasonably interfere with Robex’s material operations prior to the Effective Time; and

(ix) does not require the directors, officers, employees or agent of Robex or its subsidiaries to take any action in any capacity other than as director, officer, employee or agent or that would reasonably be expected to result in such Person incurring personal liability.

(c) Predictive must provide written notice to Robex of any proposed Pre-Closing Reorganization at least fifteen (15) Business Days prior to the Effective Date. Upon receipt of such notice, Robex and Predictive shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Closing Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Closing Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Effective Date (but after Predictive has waived or confirmed that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied).

(d) Predictive agrees that it will be responsible for all costs and expenses associated with any Pre-Closing Reorganization to be carried out at its request and shall indemnify and save harmless Robex and its affiliates and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Closing Reorganization (including in respect of any reversal, modification or termination of a Pre-Closing Reorganization) and that any Pre-Closing Reorganization will not be considered in determining whether a representation or warranty of Robex under this Agreement has been breached (including where any such Pre-Closing Reorganization requires the consent of any Person under a Contract).

5.6 Public Communications

(a) Predictive and Robex agree to issue a joint press release with respect to this Agreement and the Arrangement promptly following the execution of this

57 -

Agreement, the text and timing of such announcement to be approved by Robex and Predictive in advance, each acting reasonably and without delay.

(b) Predictive and Robex agree to cooperate and participate in: (i) the preparation of presentations to Predictive Shareholders, Robex Shareholders or the financial analyst community in general regarding the Arrangement; (ii) issuing any press releases or otherwise making public statements or public disclosures with respect to this Agreement or the Arrangement or matters relating to the Arrangement; and (iii) making any filing with any Governmental Entity or with any stock exchange, including the Exchanges, with respect to this Agreement or the Arrangement or the transactions contemplated hereby and thereby. Except as required by applicable Law, no Party shall: (i) issue any press release or otherwise make public statements with respect to this Agreement or the Arrangement without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, or (ii) make any filing with any Governmental Entity with respect to this Agreement or the Arrangement without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing (i) and (ii) shall not prohibit any Party from making any disclosure or filing required by applicable Laws or expressly permitted by this Agreement, and if such disclosure or filing is so required or permitted and the other Party has not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use commercially reasonable efforts to give prior oral or written notice to the other Party, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent any Party from making internal announcements to Employees, and having discussions with shareholders and financial analysts and other stakeholders regarding this Agreement or the Arrangement so long as the content of such statements and announcements are consistent with the content contained in the prior public disclosures made by such Party in respect of which the other Party's consent was obtained. Notwithstanding the foregoing, the provisions of this Section 5.6 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, the Robex Circular, the Interim Order or the Final Order which are governed by other sections of this Agreement. The restrictions set forth in this Section 5.6 shall not apply to any release or public statement in connection with any dispute regarding this Agreement or the transactions contemplated hereby or pursuant to Section 7.2(g).

5.7 Insurance and Indemnification

(a) Prior to the Effective Time: (i) Robex shall, in consultation with Predictive, purchase customary "tail" policies of directors' and officers' liability insurance from an insurance company of nationally recognized standing providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Robex and its subsidiaries which are in effect immediately prior to the Effective Time and providing protection in respect of

58 -

claims arising from facts or events which occurred on or prior to the Effective Time and Predictive shall, or shall cause Robex and its subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six (6) years after the Effective Date; provided that Predictive shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of Robex's and its subsidiaries' current annual aggregate premium for directors' and officers' liability insurance policies currently maintained by Robex or its subsidiaries; and (ii) Predictive may, in its sole discretion, purchase customary "tail" policies of directors' and officers' liability insurance from an insurance company of nationally recognized standing providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Predictive and its subsidiaries which are in effect immediately prior to the Effective Time and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Time, and any such tail policies so purchased shall be maintained in effect by Predictive without any reduction in scope or coverage for six (6) years after the Effective Date.

(b) From and after the Effective Time, Predictive shall honour all rights to indemnification or exculpation existing as of the date hereof in favour of present and former Employees, officers and directors of Robex or any subsidiary of Robex, as applicable, under: (i) applicable Law, (ii) any Contracts, as disclosed in Section 5.7(b) of the Robex Disclosure Letter, or (iii) Robex's Constating Documents or the Constating Documents of any subsidiary of Robex. From and after the Effective Time, Predictive shall honour all rights to indemnification or exculpation existing as of the date hereof in favour of present and former Employees, officers and directors of Predictive or any subsidiary of Predictive, as applicable, under: (i) applicable Law, (ii) any Contracts, or (iii) Predictive's Constating Documents or the Constating Documents of any subsidiary of Predictive. Predictive acknowledges and agrees that such rights, shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years after the Effective Date.

(c) If Predictive, Robex or any of their respective subsidiaries, successors or assigns (i) consolidates or amalgamates with, or merges or liquidates into, any other Person and is not a continuing or surviving corporation or entity of such consolidation, amalgamation, merger, amalgamation or liquidation, or (ii) transfers all or substantially all of its properties and assets to any Person, the Parties shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of Robex, Predictive or their respective subsidiaries) assumes all of the obligations set forth in this Section 5.7.

(d) The provisions of this Section 5.7 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, Predictive hereby confirms that it is acting as agent on their behalf. Furthermore, this Section 5.7 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six (6) years.

59 -

5.8 Exchange Delisting and Listing; Ceasing to be a Reporting Issuer

Subject to applicable Law, each of Robex and Predictive agrees to use its commercially reasonable efforts to, and to cooperate with the other Party in taking, or causing to be taken, all actions necessary to: (a) delist the Robex Shares from the TSXV, ASX, FSX and OTC on or promptly following the Effective Date, (b) cause Robex to cease to be a reporting issuer under applicable Canadian Securities Laws as soon as reasonably practicable following the Effective Time, and (c) list the Predictive Shares on the TSXV on, or as soon as reasonably practicable following, the Effective Date.

5.9 Transferred Information

(a) Each Disclosing Party acknowledges and confirms that the disclosure of Transferred Information is necessary for the purposes of determining if the parties shall proceed with the transactions contemplated herein, and that the disclosure of Transferred Information relates solely to the carrying on of the business and the completion of the transactions contemplated herein.

(b) Each Disclosing Party covenants and agrees to, upon request, use reasonable efforts to advise the Recipient of all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such use or disclosure.

(c) In addition to its other obligations hereunder, Recipient covenants and agrees to: (i) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions, (ii) after the completion of the transactions contemplated herein, (A) collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (I) the Disclosing Party or Recipient have first notified such individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such additional purpose, or (II) such use or disclosure is permitted or authorized by Laws, without notice to, or consent from, such individual, and (B) give effect to any withdrawal of consent to the collection, use or disclosure of the Transferred Information by such individual, (iii) where required by Laws, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Recipient, (iv) return or destroy the Transferred Information, at the option of the Disclosing Party, should the transactions contemplated herein not be completed, and (v) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first

60 -

notified such individual of such disclosure or transfer and the purpose for same, and where required by Laws, obtained the individual’s consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Laws.

(d) Recipient shall at all times keep strictly confidential and protect all Transferred Information provided to it using security safeguards appropriate to the sensitivity of the information, and shall instruct those employees or advisors responsible for processing such Transferred Information to protect the confidentiality of such information in a manner consistent with the Recipient’s obligations hereunder and according to applicable Laws.

(e) Recipient shall ensure that access to the Transferred Information shall be restricted to those employees or advisors of the respective Recipient who have a bona fide need to access such information in order to complete the transactions contemplated herein.

5.10 Predictive Guarantee

Predictive hereby unconditionally and irrevocably guarantees the due and punctual performance by Acquireco of each and every covenant and obligation of Acquireco arising under this Agreement. Predictive hereby agrees that Robex shall not have to proceed first against Acquireco before exercising its rights under this guarantee against Predictive and Predictive agrees to be solidarily (jointly and severally) liable with Acquireco for all guaranteed obligations as if it were the principal obligor of such obligations. Predictive and Acquireco each hereby waives the benefit of division and discussion.

5.11 Governance and Employee Matters

(a) The Parties shall take all steps (including passing all resolutions) necessary to implement the governance matters set out in Schedule “F” with effect at the Effective Time.

(b) After the Effective Time, each of Robex and Predictive covenants and agrees that it will, and will cause its subsidiaries, to honour and comply in all material respects with the terms of all existing employment, consulting, indemnification, change in control, severance, termination, leave, redundancy or other compensation arrangements and employment and severance obligations of Robex and Predictive, as applicable, and any of their respective subsidiaries, under (i) applicable Law, (ii) any employment, consulting or other Contract, (iii) any Robex Benefit Plan or Predictive Benefit Plan, or (iv) any Collective Agreement. Nothing in this Agreement shall confer upon any Person any right to continue in the employ or service of Predictive, Robex, or any of their respective subsidiaries, or affect the right of Predictive, Robex or any of their respective subsidiaries to (i) amend any employment, consulting or other Contract or any Benefit Plan, or (ii) terminate his, her or its employment or service, as applicable, at any time, subject to applicable Law.

61 -

5.12 Filings

The Parties will cooperate reasonably and in good faith to determine whether the transactions set out in this Agreement and any related transactions are required to be reported to any applicable taxing authority pursuant to Sections 237.3 or 237.4 of the Tax Act (or any provisions of similar effect). The Parties may request reasonable representations and warranties from each other to the extent necessary to establish any factual matters relevant to the determination of whether reporting is required and the content of such reporting. If any Party determines that any such transaction is reportable then it shall so notify the other Party and each of the Parties shall reasonably cooperate in good faith (including sharing of draft reporting forms) to make any such reporting in a comprehensive and timely manner, in the form required by such Law. Notwithstanding the foregoing, and for greater certainty, each Party shall be permitted to report any transaction to an applicable Governmental Entity to the extent that such Party determines, acting reasonably, that such reporting is required by Law.

ARTICLE 6
CONDITIONS

6.1 Mutual Conditions Precedent

The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which is for the mutual benefit of the Parties and which may only be waived with the mutual consent of the Parties at any time, in whole or in part:

(a) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, in form and substance satisfactory to each of Robex and Predictive, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to Robex or Predictive, acting reasonably, on appeal or otherwise;

(b) the Robex Shareholder Approval shall have been obtained at the Robex Meeting in accordance with the Interim Order and applicable Laws;

(c) no Governmental Entity shall have (i) enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect, or (ii) commenced any Proceeding under applicable Law, in each case which has, or would reasonably be expected to have, the effect of making the Arrangement illegal or otherwise preventing or prohibiting the consummation of the Arrangement;

(d) the distribution of the Predictive Shares to be issued as the Consideration pursuant to the Arrangement shall either: (i) be exempt from the prospectus and registration requirements (as applicable) of applicable Securities Laws either by virtue of exemptive relief granted from the Securities Authorities of Australia (including in respect of the on-sale disclosure obligations imposed by Subsections 707(3) and (4) of the Corporations Act 2001 (Cth) for the on-sale of Predictive Shares following implementation of the Arrangement) and each of the Provinces and Territories of Canada, or by virtue of applicable exemptions under Securities Laws, and shall not be subject to resale or on-sale restrictions or disclosure obligations under applicable Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument

62 -

45-102 – Resale of Securities), or (ii) if exemptive relief from the prospectus and registration requirements under applicable Australian Securities Laws is not granted by the relevant Securities Authorities of Australia, Predictive shall have filed a prospectus or cleansing statement in connection with the issuance of the Predictive Shares to be issued pursuant to the Arrangement;

(e) the Predictive Shares to be issued as the Consideration pursuant to the Arrangement shall have been conditionally approved or authorized for listing on the ASX (subject only to customary listing conditions);

(f) confirmation having been obtained by Predictive from the ASX that the ASX will not exercise its discretion under ASX Listing Rule 11.1.3 in respect of any transaction contemplated under this Agreement and the Plan of Arrangement;

(g) the Key Regulatory Approvals and Key Third Party Consents required to be obtained by each of Robex and Predictive shall have been obtained on terms satisfactory to each of Robex and Predictive, acting reasonably, and shall remain in full force and effect and shall not have been withdrawn, reversed, rescinded or otherwise determined not to apply;

(h) the issuance and distribution of the Consideration pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and applicable (Blue Sky) securities laws of any state of the United States; and

(i) the Parties shall have taken all actions required to be taken by them pursuant to Section 5.11(a) and to give effect to the governance matters set out in Schedule “F” with effect as of and from the Effective Time.

6.2 Additional Conditions Precedent to the Obligations of Predictive and Acquireco

The obligations of Predictive and Acquireco to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent (each of which is for the exclusive benefit of Predictive and Acquireco and may be waived by Predictive on behalf of itself and Acquireco at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that Predictive and Acquireco may have):

(a) all covenants of Robex under this Agreement to be performed on or before the Effective Time which have not been waived by Predictive shall have been duly performed by Robex in all material respects;

(b) (i) the representations and warranties of Robex set forth in Section 1 [Organization], Section 2 [Authorization; Validity of Agreement], Section 3 [Execution and Binding Obligations], and Section 4(a)(i) [Consents and Approvals; No Violations] of Schedule “C” shall be true and correct in all respects as of the date of this Agreement and as of Effective Time as if made at and as of such time, (ii) the representations and warranties of Robex set forth in Section 6 [Subsidiaries] and Section 9 [Capitalization] of Schedule “C” shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and true and correct in all respects (except for de minimis

63 -

inaccuracies and as a result of transactions, changes, conditions, events or circumstances permitted hereunder) as of the Effective Time as if made at and as of such time, and (iii) all other representations and warranties of Robex set forth in this Agreement shall be true and correct in all respects (disregarding for purposes of this Section 6.2(b)(iii) any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the date of this Agreement and as of the Effective Time as if made at and as of such time, except that (A) any such representation and warranty referred to in Sections 6.2(b)(i), 6.2(b)(ii) or 6.2(b)(iii) that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date, and (B) in the case of Section 6.2(b)(iii), where the failure to be so true and correct in all respects, individually and in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect in respect of Robex;

(c) since the date of this Agreement, there shall not have occurred a Material Adverse Effect in respect of Robex which is continuing;

(d) Robex shall have delivered to Predictive a certificate of Robex addressed to Predictive, signed on behalf of Robex by a senior officer of Robex and dated as of the Effective Date, certifying (on the Robex’s behalf and without personal liability) that the conditions set out in Sections 6.2(a), 6.2(b) and 6.2(c) have been satisfied; and

(e) holders of no more than 5% of the issued and outstanding Robex Shares shall have exercised Dissent Rights in respect of the Arrangement Resolution.

6.3 Additional Conditions Precedent to the Obligations of Robex

The obligation of Robex to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent (each of which is for the exclusive benefit of Robex and may be waived by Robex at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that Robex may have):

(a) all covenants of Predictive and Acquireco under this Agreement to be performed on or before the Effective Time which have not been waived by Robex shall have been duly performed by Predictive and Acquireco in all material respects;

(b) (i) the representations and warranties of Predictive set forth in Section 1 [Organization], Section 2 [Authorization; Validity of Agreement], Section 3 [Execution and Binding Obligations], and Section 4(a)(i) [Consents and Approvals; No Violations] of Schedule “D” shall be true and correct in all respects as of the date of this Agreement and as of Effective Time as if made at and as of such time, (ii) the representations and warranties of Predictive set forth in Section 6 [Subsidiaries] and Section 9 [Capitalization] of Schedule “D” shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and true and correct in all respects (except for de minimis inaccuracies and as a result of transactions, changes, conditions, events or circumstances permitted hereunder) as of the Effective Time as if made at and as of such time, and (iii) all other representations and warranties of Predictive

64 -

set forth in this Agreement shall be true and correct in all respects (disregarding for purposes of this Section 6.3(b)(iii) any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the date of this Agreement and as of the Effective Time as if made at and as of such time, except that (A) any such representation and warranty referred to in Sections 6.3(b)(i), 6.3(b)(ii) or 6.3(b)(iii) that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date, and (B) in the case of Section 6.3(b)(iii), where the failure to be so true and correct in all respects, individually and in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect in respect of Predictive.

(c) since the date of this Agreement, there shall not have occurred a Material Adverse Effect in respect of Predictive which is continuing;

(d) Predictive shall have delivered to Robex a certificate of Predictive addressed to Robex, signed on behalf of Predictive by a senior officer of Predictive and dated as of the Effective Date, certifying (on Predictive’s behalf and without personal liability) that the conditions set out in Sections 6.3(a), 6.3(b) and 6.3(c) have been satisfied; and

(e) Predictive shall have complied with its obligations under Section 2.8 and the Depositary shall have confirmed receipt of the Predictive Shares contemplated by Section 2.8.

6.4 Satisfaction of Conditions

The conditions precedent set out in Sections 6.1, 6.2 and 6.3 shall be conclusively deemed to have been satisfied, waived or released upon issuance of the Certificate of Arrangement by the Registrar.

ARTICLE 7 ADDITIONAL AGREEMENTS

7.1 Notice and Cure Provisions

(a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

(i) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect;

(ii) give rise to or result in, a failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement; or

(iii) result in the failure to satisfy any of the conditions precedent contained in Sections 6.1, 6.2 or 6.3,

in each case to the extent that the conditions in Sections 6.2(a) and 6.2(b), in the case of Robex’s representations, warranties and covenants, and Sections 6.3(a) and 6.3(b), in the case of Predictive’s representations, warranties and covenants, would not be capable of being satisfied at any time from the date hereof until the Effective Time.

(b) Notification provided under Section 7.1(a) will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

(c) Predictive may not exercise its rights to terminate this Agreement pursuant to Section 8.2(a)(iii)(C) and Robex may not exercise its right to terminate this Agreement pursuant to Section 8.2(a)(iv)(B) unless the Party seeking to terminate this Agreement (in this Section 7.1, the “Non-Breaching Party”) has delivered a written notice (“Breach Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Non-Breaching Party asserts as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. After delivering the Breach Notice, provided that the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured, the Non-Breaching Party may not terminate this Agreement until the earlier of (i) the Outside Date, and (ii) the date that is ten (10) Business Days following receipt of such Breach Notice by the Breaching Party, and then only if such matter has not been cured by such date, provided that, if any matter is not capable of being cured by the Outside Date, the Non-Breaching Party may immediately exercise the applicable termination right hereunder.

(d) If a Breach Notice is delivered to the Breaching Party pursuant to Section 7.1(c) prior to the date of the Robex Meeting or the making of the application for the Final Order, as the case may be, unless the Parties agree otherwise, the Parties shall delay the Robex Meeting or the making the Final Order application, as applicable, until the earlier of (i) five (5) Business Days prior to the Outside Date, and (ii) the date that is ten (10) Business Days following receipt of such Breach Notice by the Breaching Party.

7.2 Non-Solicitation

(a) Each Party shall, and shall direct and cause its respective officers, directors, employees, representatives, advisors and agents and its subsidiaries and their representatives, advisors, agents, officers, directors and employees (collectively, the “Representatives”) to immediately cease and cause to be terminated any solicitation, activity, discussion or negotiation with any Person (other than the other Parties, their respective subsidiaries and their respective Representatives), if any, that commenced prior to the date hereof with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to an Acquisition Proposal whether or not initiated by such Party, and in connection therewith each Party shall:

66 -

(i) immediately discontinue access to, and disclosure of, all information regarding such Party and such Party’s subsidiaries (including access to the Predictive Data Room or the Robex Data Room, as applicable); and

(ii) promptly, and in any event within two (2) Business Days after the date hereof, request, and exercise all rights it or any of its subsidiaries has to require: (A) the return or destruction of all copies of any information regarding such Party or any of its subsidiaries provided to any Person (other than the other Party) in connection with any Acquisition Proposal or any inquiry, proposal, expression of interest or offer that constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal, and (B) the destruction of all materials including or incorporating or otherwise reflecting such information regarding such Party or any of its subsidiaries, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights.

(b) Each Party represents and warrants that since January 1, 2024 it has not waived any confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which such Party or a subsidiary is a party, except to permit submissions of expressions of interest prior to the date thereof.

(c) Each Party covenants and agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant (including any Acceptable Confidentiality Agreement) to which it or a subsidiary is a party or may hereafter become party in accordance with this Section 7.2, and (ii) neither it, nor its subsidiary nor any of their respective Representatives have released or shall, without the prior written consent of the other Party (which may be withheld or delayed at the other Party’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify or otherwise forbear in the enforcement of such Person’s obligations under any confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which such Party or its subsidiary is a party and that remains in effect as of the date thereof; provided that (A) the automatic termination or release of any such agreement, restriction or covenant, including as a result of entering into this Agreement shall not be a violation of this Section 7.2(c), and (B) a Party that receives an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Section 7.2 may unilaterally (and without consulting the other Party) release the Person or Persons making such Acquisition Proposal from, or waive, amend, suspend or otherwise modify or otherwise forbear in the enforcement of such Person’s or Persons’ obligations under any standstill agreement, restriction or covenant to which such Party or its subsidiary is a party, solely in order to engage or participate in non-public discussions or negotiations with such Person or Persons regarding such Acquisition Proposal in accordance with this Section 7.2 (which, for certainty shall not be a violation of this Section 7.2(c)).

67 -

(d) Except as expressly provided in this Section 7.2, each Party shall not, and shall not authorize or permit any of its Representatives or its subsidiaries, directly or indirectly, to:

(i) make, solicit, initiate, entertain, promote or otherwise knowingly facilitate, including by way of furnishing information, permitting any visit to its facilities or properties or entering into any form of agreement, arrangement or understanding (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 7.2), any inquiry, proposal, expression of interest or offer that constitutes, or would reasonably be expected to constitute or lead to an Acquisition Proposal;

(ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than the other Party) regarding, or furnish any information to any Person (other than the other Party) in connection with any inquiry, proposal, expression of interest or offer that constitutes, or would reasonably be expected to constitute or lead to an Acquisition Proposal in respect of such Party, or otherwise knowingly facilitate, cooperate with, assist or participate in, any effort or attempt of any other Person to do or seek to do any of the foregoing;

(iii) in the case of Robex only, make a Change in Recommendation;

(iv) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement, undertaking, understanding or Contract in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement); or

(v) make any public announcement of its intention to do any of the foregoing.

(e) If a Party (in this Section 7.2, the “Solicited Party”) or its Representatives receives any inquiry, proposal, expression of interest or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to such Solicited Party, including information, access or disclosure relating to the properties, facilities, books and records of such Solicited Party or any discussions or negotiations are sought to be initiated or continued with such Solicited Party in connection with an actual or potential Acquisition Proposal, the Solicited Party:

(i) may, provided the Solicited Party is then in compliance with its obligations under this Section 7.2, communicate with the Person or Persons making an inquiry, proposal, expression of interest or offer solely for the purpose of (A) advising such Person or Persons of the non-solicitation restrictions in this Agreement, (B) clarifying the terms of the inquiry, proposal, expression of interest or offer made by such Person or Persons, and (C) advising such Person or Persons that the inquiry, proposal, expression of interest or offer does not constitute a Superior Proposal;

68 -

(ii) shall promptly, and in any event within 24 hours, notify the other Party (at first orally and then as soon as practicable thereafter in writing) of such Acquisition Proposal, inquiry, proposal, expression of interest, offer or request, including a description of its material terms and conditions; and

(iii) shall keep the other Party fully informed, on a prompt basis, of the status of all material developments with respect to such Acquisition Proposal, inquiry, proposal, expression of interest, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, expression of interest, offer or request and shall promptly provide to the other Party copies of all material correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material or substantive terms of such correspondence communicated to the Solicited Party by or on behalf of any Person or Persons making such Acquisition Proposal, inquiry, proposal, expression of interest, offer or request.

(f) Notwithstanding any other provisions of this Agreement but subject to compliance with the other provisions of this Section 7.2, if at any time prior to obtaining the Robex Shareholder Approval, a Solicited Party receives an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Section 7.2, such Solicited Party and its Representatives may engage in or participate in discussions or negotiations with such Person or Persons regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries, if and only if:

(i) the board of directors of the Solicited Party first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal;

(ii) except as provided in Section 7.2(c), the Person or Persons making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant contained in any Contract entered into with the Solicited Party or its subsidiaries;

(iii) the Solicited Party has been, and continues to be at the time of taking any action permitted under this Section 7.2(f), in compliance in with its obligations under this Section 7.2; and

(iv) prior to providing any such copies, access, or disclosure or engaging or participating in any discussions or negotiations with such Person or Persons: (A) the Solicited Party promptly delivers a written notice to the other Party stating its intention to participate in such discussions or negotiations and to provide such copies, access or disclosure, which notice shall include confirmation of the determination by the Solicited Party’s board of directors that such Acquisition Proposal constitutes or

69 -

would reasonably be expected to constitute a Superior Proposal; (B) such Party enters into an Acceptable Confidentiality Agreement with such Person or Persons and a true, complete and final executed copy of such Acceptable Confidentiality Agreement is provided to the other Party; and (C) any such copies, access or disclosure provided to such Person or Persons shall have already been (or shall simultaneously be) provided to the other Party.

(g) Nothing contained in this Agreement shall prohibit a Party or its board of directors from (i) making any disclosure to its security holders (through a director’s circular or otherwise) in response to an Acquisition Proposal (which response shall comply with the terms, conditions, covenants and requirements set out in this Agreement) if such Party’s board of directors, acting in good faith and upon the advice of outside legal counsel, first determines that such disclosure is required by Law, a Governmental Entity or an Order of a court of competent jurisdiction, (ii) calling or holding a meeting of its security holders validly and legally requisitioned in accordance with applicable Laws, or (iii) taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise required by Law, a Governmental Entity or an Order of a court of competent jurisdiction.

(h) Without limiting the generality of any of the provisions of this Section 7.2, each Party shall advise its Representatives of the prohibitions set out in this Section 7.2 and any violation of the restrictions set forth in this Section 7.2 by such Party’s Representatives shall be deemed to be a breach of this Section 7.2 by such Party.

7.3 Right to Accept a Superior Proposal

(a) If a Party (in this Section 7.3, the “Terminating Party”) receives an Acquisition Proposal that constitutes a Superior Proposal at any time prior to obtaining the Robex Shareholder Approval, the Terminating Party may either (i) where Robex is the Terminating Party, make a Change in Recommendation and/or approve, recommend or enter into an Alternative Transaction Agreement with respect to such Superior Proposal or (ii) where Predictive is the Terminating Party, approve, recommend or enter into an Alternative Transaction Agreement with respect to such Superior Proposal, in each case if, and only if:

(i) except as provided in Section 7.2(c), the Person or Persons making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant contained in any Contract entered into with the Terminating Party or a subsidiary of the Terminating Party;

(ii) the Terminating Party has been, and continues to be, in compliance with its obligations under Section 7.2;

(iii) the Terminating Party has delivered to the other Party a written notice which shall include: (A) confirmation that the Terminating Party’s board

70 -

of directors has determined that such Acquisition Proposal constitutes a Superior Proposal; (B) confirmation that the Terminating Party’s board of directors has resolved to, as applicable (I) approve, recommend or enter into an Alternative Transaction Agreement with respect to such Superior Proposal (subject only to this Section 7.3), and/or (II) where Robex is the Terminating Party, make a Change in Recommendation, (C) a summary of all material terms and conditions of the Alternative Transaction Agreement for the Superior Proposal (including a summary of the material terms and conditions of any supporting agreements); and (D) the value and financial terms that the Terminating Party’s board of directors, after consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (a “Superior Proposal Notice”);

(iv) at least five (5) Business Days (the “Matching Period”) have elapsed from the date on which the other Party received the Superior Proposal Notice;

(v) during any Matching Period, the other Party has had the opportunity (but not the obligation), in accordance with Section 7.3(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(vi) if the other Party has offered to amend this Agreement and the Arrangement before the expiry of the Matching Period, the board of directors of the Terminating Party has determined in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Agreement and the Arrangement as proposed to be amended by the other Party under Section 7.3(b); and

(vii) prior to or concurrently with entering into an Alternative Transaction Agreement and/or making a Change in Recommendation, as applicable, in respect of the Superior Proposal, the Terminating Party shall terminate this Agreement pursuant to Section 8.2 and pay the Termination Fee pursuant to Section 7.4 as applicable.

(b) During any Matching Period, or such longer period as the Terminating Party may approve in writing, in its sole discretion: (i) the other Party shall have the opportunity (but not the obligation) to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal and the board of directors of the Terminating Party will review any such offer to amend the terms of this Agreement and the Arrangement in good faith, after consultation with its financial advisors and its outside legal counsel, in order to determine whether such offer would, upon acceptance by the Terminating Party, result in such Acquisition Proposal that constituted a Superior Proposal ceasing to be a Superior Proposal, and (ii) the Terminating Party shall, and shall cause its Representatives to, negotiate in good faith with the other Party to make such mutually agreed amendments to the terms of this Agreement and the Plan of Arrangement as would enable the other Party to proceed with the transactions contemplated by this Agreement on such amended

71 -

terms. If the board of directors of the Terminating Party, after consultation with its financial advisors and its outside legal counsel, determines that such Acquisition Proposal would cease to be a Superior Proposal, the Terminating Party shall advise the other Party, and the Parties shall amend this Agreement and the Plan of Arrangement to reflect such offer made by the other Party and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. If the board of directors of the Terminating Party, after consultation with its financial advisors and its outside legal counsel, determines that such Acquisition Proposal remains a Superior Proposal and therefore rejects the other Party’s offer to amend this Agreement and the Arrangement, if any, the Terminating Party may, subject to compliance with the other provisions hereof, terminate this Agreement and enter into an Alternative Transaction Agreement with respect to such Superior Proposal.

(c) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Terminating Party’s securityholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 7.3, and the other Party shall be afforded a new five (5) Business Day Matching Period which shall commence on the date on which the other Party received the Superior Proposal Notice with respect to each new Acquisition Proposal from the Terminating Party.

(d) The board of directors of the Terminating Party shall promptly, as applicable: (i) where Robex is the Terminating Party, reaffirm the Robex Board Recommendation, or (ii) where Predictive is the Terminating Party, issue a statement that the Predictive Board has, after receiving advice from its financial advisors and outside legal counsel, unanimously determined that the Arrangement is in the best interests of Predictive, by news release after any Acquisition Proposal which is determined to not be a Superior Proposal is publicly announced or the Terminating Party determines that a proposed amendment to the terms of this Agreement and the Arrangement as contemplated under Section 7.3(b) would result in an Acquisition Proposal no longer being a Superior Proposal. The Terminating Party shall provide the other Party and its outside legal counsel with a reasonable opportunity to review and comment on the form and content of any such news release and shall give reasonable and good faith consideration to any comments made by the other Party and its outside legal counsel.

(e) In the event that Robex is the Terminating Party and provides a Superior Proposal Notice to Predictive on a date that is less than ten (10) Business Days before the Robex Meeting, Predictive shall be entitled to require Robex to, and Robex shall upon such request, proceed with, or adjourn or postpone such Robex Meeting, in accordance with the terms of this Agreement to a date specified by Predictive that is not more than fifteen (15) Business Days after the scheduled date of the Robex Meeting; provided that in no event shall such adjourned or postponed Robex Meeting be held on a date that is less than five (5) Business Days prior to the Outside Date and that would prevent the Effective Date from occurring prior to the Outside Date.

72 -

7.4 Termination Fees

(a) Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Agreement and the Plan of Arrangement shall be paid by the Party incurring such fees, costs or expenses.

(b) Notwithstanding any other provision in this Agreement relating to the payment of fees and expenses:

(i) if a Robex Termination Fee Event occurs, Robex shall pay the Robex Termination Fee to Predictive (or as Predictive may otherwise direct in writing) as consideration for the disposition by Predictive of its rights under this Agreement and the Plan of Arrangement; and

(ii) if a Predictive Termination Fee Event occurs, Predictive shall pay the Predictive Termination Fee to Robex (or as Robex may otherwise direct in writing) as consideration for the disposition by Robex of its rights under this Agreement and the Plan of Arrangement.

(c) The parties acknowledge and agree that the payer of any Termination Fee, shall not (despite any provision to the contrary in this Agreement) withhold or deduct any amount from the Termination Fee on account of (i) Australian Tax, including (but not limited to) Australian Tax under Division 11A of Part III of the Income Tax Assessment Act 1936 (Cth), Subdivision 14-D of Schedule 1 to the Taxation Administration Act 1953 (Cth) or Subdivision 12-F of Schedule 1 to the Taxation Administration Act 1953 (Cth), or (ii) Canadian Tax, including (but not limited to) Canadian Tax under Part XIII of the Tax Act, unless required by Law. If a party (in this Section 7.4(c), the “payer”) is required by Law to withhold or deduct any amount from the Termination Fee on account of Australian Tax or Canadian Tax, then the payer shall pay to the other party (in this Section 7.4(c), the “recipient”) an additional amount necessary to ensure that the net amount received by the recipient after the withholding or deduction equals the amount the recipient would have otherwise received if not for the withholding or deduction. However, the payer is not required to pay any additional amount to the recipient to the extent that:

(i) the withholding or deduction is required pursuant to section 255 of the Income Tax Assessment Act 1936 (Cth), section 260-5 of Schedule 1 to the Taxation Administration Act 1953 (Cth), or similar legislative or regulatory provisions in relation to any other Australian Tax;

(ii) the amount required to be withheld or deducted is calculated by reference to the net income received or receivable by the recipient; or

(iii) the recipient could have lawfully reduced or avoided the withholding or deduction by providing or complying with, or procuring that any third party provide or comply with, any statutory notification requirement such as quoting an Australian Business Number, Tax File Number, or relevant exemption or form.

73 -

(d) For the purposes of this Agreement:

(i) “Robex Termination Fee” means A$37,000,000.

(ii) “Robex Termination Fee Event” means the termination of this Agreement:

(A) by Predictive pursuant to Section 8.2(a)(iii)(A) [Change in Recommendation]; or

(B) by Predictive pursuant to Section 8.2(a)(iii)(D) [Breach of Non-Solicitation]; or

(D) by Robex pursuant to Section 8.2(a)(iv)(A) [Superior Proposal]; or

(E) by either Party pursuant to Section 8.2(a)(ii)(C) [Robex Shareholder Approval] if at such time Predictive is entitled to terminate this Agreement pursuant to Section 8.2(a)(iii)(A) [Change in Recommendation]; or

(F) by either Party pursuant to Section 8.2(a)(ii)(C) [Robex Shareholder Approval] if:

(1) prior to the earlier of the termination of this Agreement and the holding of the Robex Meeting, a bona fide Acquisition Proposal with respect to Robex by any Person or group of Persons (other than Predictive or any of its affiliates) is made to Robex and publicly announced by Robex or the Person or group of Persons who made such Acquisition Proposal, and such Acquisition Proposal has not expired or been withdrawn or terminated at least five (5) Business Days prior to the Robex Meeting; and

(2) within twelve (12) months following the date of such termination, either (I) any Acquisition Proposal is consummated (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (1) above), or (II) Robex or one or more of its subsidiaries, directly or indirectly, in a single transaction or series of related transactions, accepts, approves or enters into a legally binding agreement in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (1) above) and such Acquisition Proposal is later consummated or effected (whether or not within such 12 month period),

74 -

provided that, for the purposes of this Section 7.4(d)(ii)(F) all references to "20%" in the definition of "Acquisition Proposal" shall be deemed to be references to "50%".

(iii) "Predictive Termination Fee" means A$37,000,000.

(iv) "Predictive Termination Fee Event" means the termination of this Agreement:

(A) by Robex pursuant to Section 8.2(a)(iv)(C) [Breach of Non-Solicitation]; or
(B) by Robex pursuant to Section 8.2(a)(iv)(D) [Superior Proposal]; or
(C) by Predictive pursuant to Section 8.2(a)(iii)(B) [Superior Proposal].

(e) The Termination Fee shall be paid by Robex or Predictive, as applicable, by wire transfer of immediately available funds to an account designated by the other Party, as follows:

(i) if a Robex Termination Fee Event described in Section 7.4(d)(ii)(D) occurs, concurrently with the occurrence of such Robex Termination Fee Event;
(ii) if a Robex Termination Fee Event described in Sections 7.4(d)(ii)(A), 7.4(d)(ii)(B), 7.4(d)(ii)(C) or 7.4(d)(ii)(E) occurs, within two (2) Business Days following the occurrence of such Robex Termination Fee Event;
(iii) if a Robex Termination Fee Event described in Section 7.4(d)(ii)(F) occurs, concurrently with the consummation of the Acquisition Proposal referred to in Section 7.4(d)(ii)(F);
(iv) if a Predictive Termination Fee Event described in Section 7.4(d)(iv)(C) occurs, concurrently with the occurrence of such Predictive Termination Fee Event; and
(v) if a Predictive Termination Fee Event described in Sections 7.4(d)(iv)(A) or 7.4(d)(iv)(B) occurs, within two (2) Business Days following the occurrence of such Predictive Termination Fee Event.

(f) For greater certainty, in no event shall either Party be obligated to pay the Termination Fee on more than one occasion.

(g) Each of the Parties acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. Each Party acknowledges that all of the payment amounts set out in this Section 7.4 are payments of liquidated damages, in consideration for the disposition of the rights of such Party under this Agreement, which are a genuine pre-estimate

75 -

of the damages, including opportunity costs, reputational damage and out-of-pocket expenditures, which the Party will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Subject to the rights of the Parties to injunctive and other equitable relief or specific performance in accordance with Section 9.3, each Party agrees that that the payment of the Termination Fee in the manner provided in this Section 7.4 shall be the sole and exclusive remedy (including damages, specific performance and injunctive relief) of the Party and its affiliates against the other Party in respect of the event giving rise to such payment and that, upon any termination of this Agreement under circumstances where a Party is entitled to the Termination Fee, and such amount is paid in full, such Party and its affiliates shall be in such circumstances precluded and barred from any other remedy against the other Party at Law or in equity or otherwise (including an order for specific performance), and shall not seek, and shall be barred from seeking, to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the other Party or any of its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective representatives in connection with this Agreement or the transactions contemplated hereby.

(h) Nothing in this Section 7.4 shall relieve or have the effect of relieving any Party in any way from liability for damages incurred or suffered by a Party as a result of a willful breach of this Agreement or fraud.

(i) Nothing in this Section 7.4 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreements, without the necessity of posting bond or security in connection therewith, provided that under no circumstances shall a Party be permitted or entitled to receive both a grant of specific performance of the other Party’s obligation to complete the transactions contemplated hereby and any monetary damages, including all or any portion of the Termination Fee.

7.5 Access to Information; Confidentiality

(a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law, Robex shall, and shall cause its subsidiaries and their Representatives to, as promptly as reasonably possible in each instance: (i) give Predictive and its Representatives, consultants and independent contractors reasonable access to its and its subsidiaries’ offices, premises, properties, assets, senior personnel, Contracts and Books and Records (including continuing access to the Robex Data Room), and (ii) furnish to Predictive and its Representatives, consultants, and independent contractors such financial and operating data or other information with respect to the assets or business of Robex as Predictive may reasonably request (and, the Parties agree that the diligence requests made by Predictive to date, and requests for updates or additional detail beyond such requests, will be considered reasonable); including for the purpose of facilitating integration business planning, provided that Robex’s compliance with any request under this Section

76 -

7.5(a) shall not unduly interfere with the conduct of the business of Robex and the subsidiaries of Robex.

(b) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law, Predictive shall, and shall cause its subsidiaries and their Representatives to, as promptly as reasonably possible in each instance: (i) give Robex and its Representatives, consultants and independent contractors reasonable access to its and its subsidiaries’ offices, premises, properties, assets, senior personnel, Contracts and Books and Records (including continuing access to the Predictive Data Room), and (ii) furnish to Robex and its Representatives, consultants, and independent contractors such financial and operating data or other information with respect to the assets or business of Predictive as Robex may reasonably request (and, the Parties agree that the diligence requests made by Robex to date, and requests for updates or additional detail beyond such requests, will be considered reasonable); including for the purpose of facilitating integration business planning, provided that Predictive’s compliance with any request under this Section 7.5(b) shall not unduly interfere with the conduct of the business of Predictive and its subsidiaries.

(c) Investigations made by or on behalf of either Predictive or Robex, whether under this Section 7.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by any Party in this Agreement (or remedies with respect thereto).

(d) Each Party acknowledges that the Confidentiality Agreement continues to apply and, in the case any information provided under Section 7.5(a) or Section 7.5(b) above that is non-public and/or proprietary in nature shall be subject to the terms of the Confidentiality Agreement; provided that to the extent any provision of the Confidentiality Agreement conflicts with the terms of this Agreement, the terms of this Agreement shall prevail. For greater certainty, if this Agreement is terminated in accordance with its terms, any obligations of the Parties and their respective Representatives under the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms of the Confidentiality Agreement. The information provided in the Robex Disclosure Letter and the Predictive Disclosure Letter is confidential information and subject to the terms and conditions of the Confidentiality Agreement.

(e) This Section 7.5 shall not require either Party to permit any access, or to disclose any information that in the reasonable good faith judgment of such Party, after consultation with outside legal counsel, would (i) breach, contravene or violate of any Law, (ii) result in the loss of any privilege (including solicitor-client privilege), (iii) result in the disclosure of any competitively sensitive information, or (iv) breach, contravene or violate any confidentiality obligations owed by such Party or any of its subsidiaries to another Person, provided that the Parties shall use commercially reasonable efforts to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of such Party, after consultation with outside legal counsel) be managed through the use of customary “clean-room” or other similar arrangements.

77 -

(f) If the receiving Party is ordered in any judicial or administrative Proceeding, or by any Governmental Entity, to disclose any confidential information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise), the receiving Party will give the furnishing Party prompt notice of such request so that the furnishing Party may seek an appropriate protective order, and, upon the furnishing Party’s request and at the furnishing Party’s expense, will cooperate with the furnishing Party in seeking such an order. If the receiving Party is nonetheless compelled to disclose confidential information, the receiving Party will disclose only that portion of the confidential information which the receiving Party is legally required to disclose and, upon the furnishing Party’s request and at the furnishing Party’s expense, will use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such confidential information to the extent such assurances are available.

(g) Each party acknowledges that the confidential information may contain material non-public information concerning the furnishing Party. Each Party further acknowledges its awareness of the restrictions imposed by applicable Securities Laws on Persons in possession of material non-public information, and agrees that while it is in possession of material non-public information with respect to the other Parties, it will not purchase or sell any securities of the other Parties, or communicate such information to any Person, in violation of applicable Securities Laws. Nothing herein will constitute an admission by either Party that any confidential information in fact contains material non-public information concerning the furnishing Party.

ARTICLE 8

TERM, TERMINATION, AMENDMENT AND WAIVER

8.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

8.2 Termination and Effect of Termination

(a) This Agreement may be terminated at any time prior to the Effective Time:

(i) by mutual written agreement of Robex and Predictive; or
(ii) by either Robex or Predictive, if:

(A) the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 8.2(a)(ii)(A) shall not be available to any Party whose failure to fulfill any of its obligations or whose breach of any of its representations and warranties under this Agreement has been the principal cause of the failure of the Effective Time to occur by such Outside Date; or

78 -

(B) after the date hereof, there shall be enacted, enforced, amended or made any applicable Law that makes consummation of the Arrangement illegal or otherwise prohibited or enjoins Robex or Predictive or Acquireco from consummating the Arrangement and such Law (if applicable) or enjoinment shall have become final and non-appealable, provided that the enactment, enforcement, amendment or making of such Law was not caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants under this Agreement (including Sections 5.4 or 5.9); or

(C) the Robex Shareholder Approval is not obtained at the Robex Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order, provided that a Party may not terminate this Agreement pursuant to this Section 8.2(a)(ii)(C) if the failure to obtain the Robex Shareholder Approval has been principally caused by a breach by such Party of any of its representations or warranties, or the failure of such Party to perform any of its covenants or agreements, under this Agreement; or

(iii) by Predictive, if:

(A) the Robex Board makes a Change in Recommendation; or

(B) prior to the Effective Time, Predictive enters into an Alternative Transaction Agreement with respect to a Superior Proposal in accordance with the terms of this Agreement, provided that concurrently with such termination, Predictive pays the Predictive Termination Fee pursuant to Section 7.4; or

(C) subject to Section 7.1, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Robex under this Agreement (other than as set forth in Section 7.2) occurs that would cause the conditions in Section 6.2(a) or Section 6.2(b) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 7.1; provided that any willful breach of any representation, warranty, covenant or agreement shall be deemed to be incapable of being cured and provided further that Predictive is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.2(a) or Section 6.2(b) not to be satisfied; or

(D) Robex is in breach or in default of any of its obligations or covenants set forth in Section 7.2 in any material respect; or

(E) Robex enters into an Alternative Transaction Agreement with respect to a Superior Proposal; or

79 -

(F) a Material Adverse Effect in respect of Robex has occurred and is continuing such that the condition in Section 6.2(c) is incapable of being satisfied by the Outside Date; or

(iv) by Robex, if:

(A) prior to the approval of the Arrangement Resolution at the Robex Meeting, Robex enters into an Alternative Transaction Agreement with respect to a Superior Proposal in accordance with the terms of this Agreement, provided that concurrently with such termination, Robex pays the Robex Termination Fee pursuant to Section 7.4; or

(B) subject to Section 7.1, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Predictive under this Agreement (other than as set forth in Section 7.2) occurs that would cause the conditions in Section 6.3(a) or Section 6.3(b) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 7.1; provided that any willful breach of any representation, warranty, covenant or agreement shall be deemed to be incapable of being cured and provided further that Robex is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.3(a) or Section 6.3(b) not to be satisfied; or

(C) Predictive is in breach or in default of any of its obligations or covenants set forth in Section 7.2 in any material respect; or

(D) Predictive enters into an Alternative Transaction Agreement with respect to a Superior Proposal; or

(E) a Material Adverse Effect in respect of Predictive has occurred and is continuing such that the condition in Section 6.3(c) is incapable of being satisfied by the Outside Date.

(b) The Party desiring to terminate this Agreement pursuant to this Section 8.2 (other than pursuant to Section 8.2(a)(i)) shall give prompt written notice of such termination to the other Parties.

(c) If this Agreement is terminated pursuant to Section 8.1 or Section 8.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or other Representative of such Party) to the other Party, except that:

(i) in the event of termination under Section 8.1 as a result of the Effective Time occurring, this Section 8.2(c) and Sections 5.7, 5.8, 5.11, 9.2, 9.4 and 9.13 (and all related definitions set forth in Section 1.1) shall survive for a period of six (6) years following such termination, and Section 2.9 shall survive indefinitely;

80 -

(ii) in the event of termination under Section 8.2, this Section 8.2(c), Sections 5.7(d), 7.4, Section 7.5(d) and Section 9.1 through to and including 9.12 (and all related definitions set forth in Section 1.1) shall survive;

(iii) except as otherwise provided in Section 7.4(g), and provided a Party has paid the Termination Fee to the other Party in the manner provided in Section 7.4 upon any termination of this Agreement under circumstances where such other Party is entitled to the Termination Fee, neither the termination of this Agreement under Section 8.2, nor anything contained in this Section 8.2, shall relieve a Party from of any liability arising prior to such termination; and

(iv) neither the termination of this Agreement nor anything contained in this Section 8.2(c), shall relieve a Party of any liability for any willful breach of this Agreement or fraud.

8.3 Amendment

Subject to the provisions of the Interim Order, the Final Order and the Plan of Arrangement, this Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Robex Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties without, subject to applicable Laws, further notice to or authorization on the part of the Robex Shareholders, and any such amendment may, subject to the terms of the Interim Order, the Final Order, the Plan of Arrangement and applicable Law, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;

(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

(c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and/or

(d) waive compliance with or modify any mutual conditions precedent herein contained.

8.4 Waiver

Any Party may: (i) extend the time for the performance of any of the obligations or acts of any other Party, (ii) waive compliance, except as provided herein, with any of the other Parties' agreements or the fulfilment of any conditions to its own obligations contained herein, or (iii) waive inaccuracies in any of the other Parties' representations or warranties contained herein or in any document delivered by any other Party, provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

81 -

ARTICLE 9
GENERAL PROVISIONS

9.1 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email sent to and addressed:

(a) if to Predictive or Acquireco:

Predictive
Suite 8, 110 Hay Street
Subiaco, WA
6008
Australia

Attention: Andrew Pardey / Sandra Bates
Email: [Redacted - Personal Information]

with a copy (which shall not constitute notice) to:

Fasken Martineau DuMoullin LLP

Bay-Adelaide Centre, West Tower
333 Bay Street, Suite 2400 Toronto, ON
M5H 2T6
Canada

Attention: John Sabetti / Zach Austin
Email: [Redacted - Personal Information]

with a copy (which shall not constitute notice) to:

Herbert Smith Freehills Kramer

Level 11, 1 The Esplanade
Perth, WA
6000
Australia

Attention: Paul Branston
Email: [Redacted - Personal Information]

(b) if to Robex:

Robex
Edifice Le Delta 1
2875 Laurier Boulevard, D1-1000, Québec, QC
G1V 2M2
Canada

82 -

Attention: Ross McLean / Tracy Heris
E-mail: [Redacted - Personal Information]

with a copy (which shall not constitute notice) to:

Osler, Hoskin & Harcourt LLP
Suite 3000, Bentall Four
1055 Dunsmuir Street, Vancouver, BC
V7X 1K8
Canada

Attention: Alan Hutchison
Email: [Redacted - Personal Information]

with a copy (which shall not constitute notice) to:

Peloton Legal Pty Ltd
222 Onslow Rd
Shenton Park, WA
6008
Australia

Attention: Shaun McRobert
Email: [Redacted - Personal Information]

Any notice or other communication is deemed to be given and received (a) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (b) if sent by overnight courier, on the next Business Day, or (c) if sent by email, on the date such email was sent if it is a Business Day and such email was sent prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day (provided in the case of email that no “bounce back” or notice of non-delivery is received by the sender within thirty (30) minutes of the time of sending). A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party’s outside legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to outside legal counsel does not invalidate delivery of that notice or other communication to a Party.

9.2 Governing Law

This Agreement, and all matters related hereto, will be governed by and interpreted and enforced in accordance with the Laws of the Province of Québec and the federal Laws of Canada applicable therein. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Québec courts situated in the City of Montreal and waives objection to the venue of any Proceeding in such court or that such court provides an inconvenient forum.

83 -

84 -

9.3 Injunctive Relief

Subject to Section 7.4, the Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, specific performance and other injunctive, equitable or other relief or remedies to prevent breaches of or to enforce provisions of this Agreement, any requirement for the securing or posting of any bond as a condition to obtaining or in connection with the obtaining of any such injunctions, relief or remedies hereby being waived, this being in addition to any other remedy to which a Party may be entitled at law or in equity.

9.4 Third Party Beneficiaries

(a) Except as provided in Sections 5.7 and 5.11 which, without limiting their terms, are intended as stipulations for the benefit of the Persons mentioned in such provision (such third Persons referred to in this Section 9.4 as the “Third Party Beneficiaries”), and except for the rights of the Robex Securityholders to receive the consideration to which they are entitled under the Plan of Arrangement following the occurrence of the Effective Time, the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any Proceeding.

(b) Despite the Section 9.4(a), the Parties acknowledge to each of the Third Party Beneficiaries their direct rights against the applicable Party under Sections 5.7 and 5.11, which are intended for the benefit of, and shall be enforceable by, each Third Party Beneficiary, his, her or their heirs and legal representatives, and, and for such purpose, the Parties confirm that they are acting as trustee on their behalf, and agree to enforce such provisions on their behalf.

(c) Nothing contained in this Agreement, express or implied, shall entitle a Party to seek damages relating to (i) any potential synergies that could have been realized following completion of the Arrangement or (ii) the loss of the economic benefits of the Arrangement to a Party’s securityholders, which the Parties acknowledge and agree are not damages or losses of any Party.

9.5 Entire Agreement

This Agreement (including the exhibits and schedules hereto, the Robex Disclosure Letter and the Predictive Disclosure Letter), together with the Confidentiality Agreement, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties with respect thereto except as expressly set forth in this Agreement and the Confidentiality Agreement.

85 -

9.6 Successors and Assigns

(a) This Agreement becomes effective only when executed by Robex, Predictive and Acquireco. After that time, it will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

(b) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Parties.

9.7 Mutual Intent

Notwithstanding the fact that any part of this Agreement has been drafted or prepared by or on behalf of one of the Parties, all Parties confirm that they and their respective outside legal counsel have reviewed and negotiated this Agreement and that the Parties have adopted this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and the Parties waive the application of any Laws or rules of construction providing that ambiguities in any agreement or other document will be construed against the Party drafting such agreement or other document and agree that no rule of construction providing that a provision is to be interpreted in favour of the Person who contracted the obligation and against the Person who stipulated it will be applied against any Party.

9.8 Further Assurances

Subject to the provisions of this Agreement, and as set forth in Section 9.8 of the Predictive Disclosure Letter and Section 9.8 of the Robex Disclosure Letter, the Parties shall, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other Party may, either before or after the Effective Time, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

9.9 No Liability

No director, officer or equityholder of Predictive shall have any personal liability whatsoever to Robex or any other Person under this Agreement or any other document or instrument delivered in connection with the transactions contemplated hereby on behalf of Predictive. No director or officer of Robex or any of its subsidiaries shall have any personal liability whatsoever to Predictive or any other Person under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of Robex or any of its subsidiaries.

9.10 Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this

Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

9.11 Counterparts, Execution

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

9.12 Language

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les Parties reconnaissent expressément avoir demandé que la présente convention et les documents ancillaires et autres documents s'y rattachant soient rédigées en anglais.

9.13 Australian Stamp Duties

Acquireco must pay all Australian stamp duties in respect of its acquisition of all of the issued and outstanding Robex Shares under this Agreement.

[Remainder of page intentionally left blank. Signature page follows]

86 -

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

PREDICTIVE DISCOVERY LIMITED

By: (s) Andrew Pardey
Name: Andrew Pardey
Title: Managing Director

9548-5991 QUÉBEC INC.

By: (s) Alberto Lavandeira
Name: Alberto Lavandeira
Title: Director

ROBEX RESOURCES INC.

By: (s) Matthew Wilcox
Name: Matthew Wilcox
Title: Managing Director & CEO

A-1

SCHEDULE “A”

PLAN OF ARRANGEMENT

See attached.

PLAN OF ARRANGEMENT UNDER CHAPTER XVI – DIVISION II OF THE BUSINESS CORPORATIONS ACT (QUÉBEC)

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“Acquireco” means 9548-5991 Québec Inc. a corporation existing under the Laws of the Province of Québec and a direct wholly-owned subsidiary of Predictive;

“Acquireco Shares” means the class A shares in the capital of Acquireco;

“affiliate” has the meaning ascribed to such term in the Arrangement Agreement;

“Arrangement” means the arrangement under Chapter XVI – Division II of the QBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations hereto made in accordance with the terms of the Arrangement Agreement or Section 6.1 of this Plan of Arrangement or made at the direction of the Court in either the Interim Order or the Final Order with the prior written consent of Robex and Predictive, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated October 5, 2025 among Predictive, Robex and Acquireco, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“Arrangement Resolution” means the special resolution of the Robex Shareholders approving the Arrangement to be considered at the Robex Meeting, substantially in the form and content of Schedule “B” to the Arrangement Agreement;

“Articles of Arrangement” the articles of arrangement of Robex in respect of the Arrangement required by the QBCA to be sent to the Registrar after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to Robex and Predictive, each acting reasonably;

“Australian Tax Act” means the Income Tax Assessment Act 1936 (Cth), Income Tax Assessment Act 1997 (Cth) and Taxation Administration Act 1953 (Cth);

“Business Day” means a day, other than a Saturday or a Sunday, on which the principal commercial banks located in Montreal, Québec and Perth, Western Australia are generally open for the conduct of business;

“Certificate” means a share certificate, direct registration statement (DRS) advice or any other document or instrument representing shares or securities of a person;

“Certificate of Arrangement” means the certificate giving effect to the Arrangement to be issued by the Registrar in accordance with the QBCA in respect of the Articles of Arrangement;

A-2

"Consideration" means the Predictive Shares to be issued to the Robex Shareholders in exchange for the Robex Shares pursuant to this Plan of Arrangement, being a number of Predictive Shares for each Robex Share equal to the Exchange Ratio;

"Court" means the Superior Court of Québec;

"Depository" means any suitably qualified Person that Robex and Predictive mutually agree in writing to appoint to act as depositary in relation to the Arrangement;

"Dissent Rights" shall have the meaning ascribed thereto in Section 4.1 of this Plan of Arrangement;

"Dissenting Shareholder" means a registered Robex Shareholder that has validly exercised their Dissent Rights in strict compliance with the procedures set out in Chapter XIV – Division I of the QBCA, as may be modified by the Interim Order, the Final Order and Section 4.1 hereof, and has neither withdrawn, nor been deemed to have withdrawn, such exercise of Dissent Rights, but only in respect of the Robex Shares in respect of which Dissent Rights are validly exercised by such registered Robex Shareholder;

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

"Effective Time" means 12:01 a.m. (Montreal time) on the Effective Date;

"Exchange Ratio" means 8.667 Predictive Shares for each Robex Share, subject to adjustment in accordance with Section 2.12 of the Arrangement Agreement and Section 3.4 hereof;

"Final Order" means the final order of the Court pursuant to Chapter XVI – Division II of the QBCA approving the Arrangement, after being informed of the intention to rely upon the Section 3(a)(10) Exemption with respect to the issuance and distribution of the Consideration, approving the Arrangement, in form and substance acceptable to both Robex and Predictive, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement as such order may be affirmed, amended, modified, supplemented or varied by the Court (which must be acceptable to both Robex and Predictive, each acting reasonably) at any time prior to the Effective Time or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to both Robex and Predictive, each acting reasonably);

"Interim Order" means the interim order of the Court after the application to the Court pursuant to the QBCA, after being informed of the intention to rely upon the Section 3(a)(10) Exemption with respect to the issuance and distribution of the Consideration, to be issued following the application therefor, providing for, among other things, the calling and holding of the Robex Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court (which must be acceptable to both Robex and Predictive, each acting reasonably);

"Letter of Transmittal" means the letter of transmittal enclosed with the Robex Circular for use in connection with the Arrangement, or such other equivalent form of letter of transmittal acceptable to Predictive, acting reasonably;

"Market Price" at any date in respect of the Predictive Shares shall be, the volume weighted average trading price of the Predictive Shares on the ASX (or, if the Predictive Shares are not then listed on the ASX, such other stock exchange on which the Predictive Shares are then listed and posted for trading) for the ten trading days ending on the last trading date immediately before the date on which the Market Price is determined, provided that in the event that the Predictive Shares are not then listed and posted for trading on

A-3

the ASX or any other stock exchange, the Market Price shall be the fair market value of such Predictive Shares as determined by the board of directors of Predictive in its sole discretion;

"Party" means any one of Robex, Predictive or Acquireco as the case may be, and "Parties" means all of them, collectively;

"Plan of Arrangement" means this plan of arrangement and any amendments or variations hereto made in accordance with Section 8.3 of the Arrangement Agreement or Section 6.1 of this Plan of Arrangement or at the direction of the Court and agreed to in writing by both Robex and Predictive, each acting reasonably;

"Predictive" means Predictive Discovery Limited, a corporation existing under the Laws of Australia with Australian Company Number 127 171 877;

"Predictive Share" means a fully paid ordinary share in the capital of Predictive;

"Predictive Shareholders" means the holders of Predictive Shares;

"QBCA" means the Business Corporations Act (Québec);

"Registrar" means the enterprise registrar (Registrar des entreprises) appointed by the Minister of Employment and Social Solidarity of Québec;

"Robex" means Robex Resources Inc., a corporation existing under the QBCA;

"Robex Board" means the board of directors of Robex as the same is constituted from time to time;

"Robex CDIs" means the outstanding CHESS Depositary Interests (as defined in the Settlement Operating Rules of ASX) representing a unit of beneficial ownership in a Robex Share and registered in the name of CHESS Depositary Nominees Pty Ltd;

"Robex Circular" means the notice of the Robex Meeting and accompanying management information circular, including all schedules, appendices, and exhibits thereto, sent to the Robex Shareholders in connection with the Robex Meeting, as amended, supplemented or otherwise modified from time to time;

"Robex DSUs" means the outstanding deferred share units of Robex issued under the Robex Incentive Plans;

"Robex Equity Awards" means, collectively, the Robex Options, Robex DSUs and Robex PSUs;

"Robex Incentive Plans" means, collectively: (a) the omnibus compensation plan of Robex, which was adopted by the Robex Board on March 25, 2025, (b) Robex's Amended and Restated Share Purchase Options Plan dated May 15, 2023 and (c) Robex's Directors' Deferred Share Unit Plan dated December 9, 2024.

"Robex Listed Warrants" means the Robex Warrants issued under the Robex Warrant Agency Agreement;

"Robex Meeting" means the special meeting of the Robex Shareholders, including any adjournments or postponements thereof in accordance with the terms of the Arrangement Agreement, called and held in accordance with the Interim Order to consider the Arrangement Resolution and any other matters as may be set out in the Robex Circular and agreed to in writing by Predictive, acting reasonably;

A-4

"Robex Options" means the outstanding options of Robex to purchase Robex Shares issued under the Robex Incentive Plans;

"Robex PSUs" means the outstanding performance share units of Robex issued under the Robex Incentive Plans;

"Robex Securityholders" means, collectively, the Robex Shareholders, the holders of Robex Warrants and the holders of Robex Equity Awards;

"Robex Shareholder" means a registered or beneficial holder of one or more Robex Shares, and includes a registered or beneficial holder of one or more Robex CDIs, in any case as the context requires or permits;

"Robex Shares" means the common shares in the capital of Robex, and includes those common shares in the capital of Robex represented by Robex CDIs;

"Robex Warrant Agency Agreement" means the warrant agency agreement between Robex and Computershare Trust Company of Canada dated June 27, 2024 which created and governs the Robex Listed Warrants;

"Robex Warrants" means the outstanding warrants of Robex to purchase Robex Shares, including the Robex Listed Warrants;

"Tax" or "Taxes" mean any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income or profits taxes (including Canadian federal, provincial, territorial or foreign income taxes), payroll and employee withholding taxes, employment taxes, unemployment insurance, disability taxes, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, mining royalties, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers' compensation, Canada and other government pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which a Party or any of its subsidiaries is required to pay, withhold or collect, whether disputed or not;

"Tax Act" means the Income Tax Act (Canada);

"U.S. Securities Act" means the United States Securities Act of 1933; and

"U.S. Tax Code" means the United States Internal Revenue Code of 1986.

In addition, words and phrases used herein and defined in the QBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the QBCA unless the context otherwise requires.

A-5

A-6

1.2 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

1.3 Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of any gender shall include all genders and the word “person” and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, company, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

1.4 Date for any Action

If the date on which any action is required or permitted to be taken hereunder is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

1.5 Statutory References

Any reference in this Plan of Arrangement to a statute includes all rules and regulations made or promulgated thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.6 Currency

Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada. As used herein, all references to “$” refer to Canadian dollars.

1.7 Governing Law

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of Québec and the federal Laws of Canada applicable therein.

1.8 Certain Phrases and References, etc.

In this Plan of Arrangement, unless the context otherwise requires: (a) “including”, “includes” and “include” mean “including (or includes or include) without limitation”; (b) “day” means “calendar day”; (c) “hereof”, “herein”, “hereunder” and words of similar import, shall refer to this Plan of Arrangement as a whole and not to any particular provision of this Plan of Arrangement; (d) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”; (e) unless stated otherwise, “Article” or “Section” followed by a number or letter mean and refer to the specified Article or Section of this Plan of Arrangement; and (f) when used in reference to a Robex Shareholder, Robex Securityholder, holder of Robex Shares, holder of Robex Warrants, or holder of Robex Equity Awards, “former” means and refers to a Robex Shareholder, Robex Securityholder, holder of Robex Shares, holder of Robex Warrants or holder of Robex Equity Awards, as applicable, immediately

prior to the Effective Time.

ARTICLE 2

ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement

This Plan of Arrangement constitutes an arrangement as referred to in Chapter XVI – Division II of the QBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement will become effective and be binding on Robex, Predictive, Acquireco, all Robex Securityholders (including Dissenting Shareholders), any trustee, registrar, depositary or transfer agent of Robex and the Depositary at and after the Effective Time, in each case without any further authorization, act or formality required on the part of any person, except as expressly provided in this Plan of Arrangement.

ARTICLE 3

ARRANGEMENT

3.1 Arrangement

At the Effective Time, the following shall, unless specifically provided otherwise in this Section 3.1, occur and shall be deemed to occur sequentially in the following order without any further authorization, act or formality by Robex, Predictive, Acquireco, any Robex Securityholder or any other person, in each case, unless stated otherwise, at five-minute intervals starting at the Effective Time:

(a) each Robex Share outstanding immediately prior to the Effective Time held by a Dissenting Shareholder shall be, and shall be deemed to be, assigned and transferred (free and clear of all Liens) to Robex in exchange for a debt claim against Robex (to be settled by Robex with its own available funds on hand and not funds directly or indirectly provided by Predictive or Acquireco or any other affiliate of Predictive) in an amount determined in accordance with Article 4 hereof, and:

(ii) each Robex Share so assigned and transferred to Robex pursuant to this Section 3.1(a), and each Robex CDI that immediately prior to the Effective Time represented one or more such Robex Shares so assigned and transferred, shall be, and shall be deemed to be, cancelled and cease to be outstanding;

(b) each Robex Share outstanding immediately prior to the Effective Time (other than any Robex Shares held by Predictive immediately prior to the Effective Time or which were

A-7

held by Dissenting Shareholders immediately prior to the Effective Time and which were assigned and transferred to Robex pursuant to Section 3.1(a)) shall be, and shall be deemed to be, assigned and transferred (free and clear of all Liens) by the registered holder of such Robex Share to Acquireco in exchange for the Consideration issued by Predictive to the registered holder of such Robex Share so assigned and transferred (subject to Section 3.2 and Article 5) and:

(i) the registered holders of such Robex Shares immediately prior to the Effective Time shall: (A) cease to be the registered holders of such Robex Shares and shall cease to have any rights as a Robex Shareholder other than the right to be paid the Consideration pursuant to this Plan of Arrangement; (B) be removed from the register of Robex Shareholders maintained by or on behalf of Robex in respect of the Robex Shares; (C) be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to so assign and transfer such Robex Shares; and (D) subject to Article 6, be entered in the register of Predictive Shareholders maintained by or on behalf of Predictive in respect of the Predictive Shares as the registered holder of such Predictive Shares representing the Consideration so received pursuant to this Section 3.1(b);

(ii) Acquireco shall be, and shall be deemed to be: (A) the transferee of such Robex Shares, free and clear of all Liens; and (B) entered in the register of Robex Shareholders maintained by or on behalf of Robex in respect of the Robex Shares as the registered holder of such Robex Shares so assigned and transferred pursuant to this Section 3.1(b); and

(iii) each Robex CDI that immediately prior to the Effective Time represented one or more Robex Shares so assigned and transferred pursuant to this Section 3.1(b) shall be, and shall be deemed to be, cancelled and cease to be outstanding and, for greater certainty, the Robex Shares represented by such Robex CDI shall be treated in accordance with and subject to Section 3.1(b)(i) and Section 3.1(b)(ii) above;

(c) concurrently with the transfer in Section 3.1(b), Acquireco shall: (i) issue to Predictive, as consideration for issuance and delivery by Predictive of the Predictive Shares representing the Consideration payable to Robex Shareholders pursuant to Section 3.1(b), a number of Acquireco Shares equal to the aggregate number of Predictive Shares representing the Consideration issued by Predictive pursuant to Section 3.1(b); and (ii) add an amount equal to the fair market value of the aggregate Consideration to the issued and paid-up share capital account maintained by Acquireco in respect of the Acquireco Shares;

(d) each Robex Option outstanding immediately prior to the Effective Time shall, and shall be deemed to, remain outstanding in accordance with its terms and the terms of the applicable Robex Incentive Plan that governed such Robex Option immediately prior to the Effective Time, provided that from and after the Effective Time:

(i) such Robex Option shall be exercisable to purchase from Predictive such number of Predictive Shares equal to the product of (A) the number of Robex Shares issuable upon exercise of such Robex Option immediately prior to the Effective Time, and (B) the Exchange Ratio, provided that if the foregoing would result in a fraction of a Predictive Share being issuable, the number of Predictive Shares to be issued upon the exercise of such Robex Option shall be rounded down to the nearest whole Predictive Share, and the holder of such Robex Option shall not be

A-8

entitled to any payment or other compensation in respect of such fractional Predictive Share;

(ii) the exercise price per Predictive Share issuable upon the exercise of such Robex Option from and after the Effective Time shall be an amount (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per Robex Share under such Robex Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio;

(iii) the variations to the terms of such Robex Option as provided in Sections 3.1(d)(i) and 3.1(d)(ii) shall constitute an amendment to such Robex Option in accordance with the applicable Robex Incentive Plan that governed such Robex Option immediately prior to the Effective Time, and the registered holder of such Robex Option shall be notified of such variations; and

(iv) except as provided in Sections 3.1(d)(i) and 3.1(d)(ii): (A) the terms and conditions of such Robex Option (including the term to expiry, conditions to and manner of exercise) shall be the same as the terms and conditions as were applicable to such Robex Option immediately prior to the Effective Time; (B) such Robex Option shall continue to be governed by the applicable Robex Incentive Plan that governed such Robex Option immediately prior to the Effective Time; and (C) any document evidencing such Robex Option immediately prior to the Effective Time shall continue to evidence such Robex Option, as supplemented by the notification contemplated in Section 3.1(d)(iii);

(e) each Robex DSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall, and shall be deemed to, remain outstanding in accordance with its terms and the terms of the applicable Robex Incentive Plan that governed such Robex DSU immediately prior to the Effective Time, provided that from and after the Effective Time:

(i) such Robex DSU shall, if vested or upon vesting, entitle the holder thereof to receive from Predictive either:

(A) such number of Predictive Shares equal to the product of (I) the number of Robex Shares issuable upon vesting of such Robex DSU immediately prior to the Effective Time, and (II) the Exchange Ratio, provided that if the foregoing would result in a fraction of a Predictive Share being issuable, the number of Predictive Shares to be issued shall be rounded down to the nearest whole Predictive Share, and the holder of such Robex DSU shall not be entitled to any payment or other compensation in respect of such fractional Predictive Share; or

(B) a cash payment in an amount (rounded down to the nearest whole cent) equal to the Market Price on the settlement date of such number of Predictive Shares equal to the product of (I) the number of Robex Shares issuable upon vesting of such Robex DSU immediately prior to the Effective Time, and (II) the Exchange Ratio,

in each case as determined by Predictive in its sole discretion; and

A-9

(ii) the variations to the terms of such Robex DSU as provided in Section 3.1(e)(i) shall constitute an amendment to such Robex DSU in accordance with the applicable Robex Incentive Plan that governed such Robex DSU immediately prior to the Effective Time, and the registered holder of such Robex DSU shall be notified of such variations; and

(iii) except as provided in Section 3.1(e)(i): (A) the terms and conditions of such Robex DSU (including the term to expiry and vesting conditions) shall be the same as the terms and conditions as were applicable to such Robex DSU immediately prior to the Effective Time; (B) such Robex DSU shall continue to be governed by the applicable Robex Incentive Plan that governed such Robex DSU immediately prior to the Effective Time; and (C) any document evidencing such Robex DSU immediately prior to the Effective Time shall continue to evidence such Robex DSU, as supplemented by the notification contemplated in Section 3.1(e)(ii);

(f) each Robex PSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall, and shall be deemed to, remain outstanding in accordance with its terms and the terms of the applicable Robex Incentive Plan that governed such Robex PSU immediately prior to the Effective Time, provided that from and after the Effective Time:

(i) such Robex PSU shall, if vested or upon vesting, entitle the holder thereof to receive from Predictive such number of Predictive Shares equal to the product of (A) the number of Robex Shares issuable upon vesting of such Robex PSU immediately prior to the Effective Time, and (B) the Exchange Ratio, provided that if the foregoing would result in a fraction of a Predictive Share being issuable, the number of Predictive Shares to be issued shall be rounded down to the nearest whole Predictive Share, and the holder of such Robex PSU shall not be entitled to any payment or other compensation in respect of such fractional Predictive Share;

(ii) the variations to the terms of such Robex PSU as provided in Section 3.1(f)(i) shall constitute an amendment to such Robex PSU in accordance with the applicable Robex Incentive Plan that governed such Robex Option immediately prior to the Effective Time, and the registered holder of such Robex PSU shall be notified of such variations; and

(iii) except as provided in Section 3.1(f)(i): (A) the terms and conditions of such Robex PSU (including the term to expiry and vesting conditions) shall be the same as the terms and conditions as were applicable to such Robex PSU immediately prior to the Effective Time; (B) such Robex PSU shall continue to be governed by the applicable Robex Incentive Plan that governed such Robex PSU immediately prior to the Effective Time; and (C) any document evidencing such Robex PSU immediately prior to the Effective Time shall continue to evidence such Robex PSU, as supplemented by the notification contemplated in Section 3.1(f)(ii);

(g) each Robex Warrant outstanding immediately prior to the Effective Time shall, and shall be deemed to, remain outstanding in accordance with its terms and, in the case of the Robex Listed Warrants, in accordance with the terms of the Robex Warrant Agency Agreement, provided that from and after the Effective Time:

(i) such Robex Warrant shall be exercisable to purchase from Predictive such number of Predictive Shares equal to the product of (A) the number of Robex Shares

A-10

issuable upon exercise of such Robex Warrant immediately prior to the Effective Time, and (B) the Exchange Ratio, provided that if the foregoing would result in a fraction of a Predictive Share being issuable, the number of Predictive Shares to be issued shall be rounded down to the nearest whole Predictive Share, and the holder of such Robex Warrant shall not be entitled to any payment or other compensation in respect of such fractional Predictive Share;

(ii) the exercise price per Predictive Share issuable upon the exercise of such Robex Warrant from and after the Effective Time shall be an amount (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per Robex Share under such Robex Warrant immediately prior to the Effective Time, divided by (B) the Exchange Ratio;

(iii) the variations to the terms of such Robex Warrant as provided in Sections 3.1(g)(i) and 3.1(g)(ii) shall constitute an amendment to such Robex Warrant in accordance with its terms and, in the case of the Robex Listed Warrants, in accordance with the Robex Warrant Agency Agreement, and the holder of such Robex Warrants shall be notified of such variations; and

(iv) except as provided in Sections 3.1(g)(i) and 3.1(g)(ii): (A) the terms and conditions of such Robex Warrant (including the term to expiry, conditions to and manner of exercise) shall be the same as the terms and conditions as were applicable to such Robex Warrant immediately prior to the Effective Time; (B) in the case of the Robex Listed Warrants, such Robex Listed Warrant shall continue to be governed by the Robex Warrant Agency Agreement; and (C) any document evidencing such Robex Warrant immediately prior to the Effective Time shall continue to evidence such Robex Warrant, as supplemented by the notification contemplated in Section 3.1(g)(iii);

3.2 No Fractional Shares

No fractional Predictive Shares shall be issued to any Robex Securityholder pursuant to this Plan of Arrangement. Where the aggregate number of Predictive Shares to be issued to a Robex Securityholder under the Arrangement would otherwise result in a fraction of a Predictive Share being issuable, the number of Predictive Shares to be issued to such Robex Securityholder shall be rounded down to the nearest whole Predictive Share, and such Robex Securityholder shall not be entitled to any payment or other compensation in respect of such fractional Predictive Share.

3.3 Post-Effective Time Procedures

The events provided for in Section 3.1 shall be deemed to occur on the Effective Date, notwithstanding that certain procedures related thereto may not be completed until after the Effective Date.

3.4 Adjustment of Consideration

The Consideration, the Exchange Ratio, and any other dependent item set out in this Plan of Arrangement or the Arrangement Agreement, shall be adjusted in the circumstances and in the manner described in Section 2.12 of the Arrangement Agreement, except as may otherwise be agreed in writing by the Parties.

A-11

ARTICLE 4
DISSENT RIGHTS

4.1 Dissent Rights

Each registered Robex Shareholder may exercise dissent rights with respect to the Robex Shares held by such registered Robex Shareholder in connection with this Plan of Arrangement pursuant to and in the manner set forth in Chapter XIV – Division I of the QBCA (“Dissent Rights”), as modified by the Interim Order, the Final Order and this Section 4.1, provided that notwithstanding Section 376 of the QBCA, the written notice of intent to exercise the right to demand the purchase of Robex Shares contemplated by Section 376 of the QBCA must be received by Robex not later than 4:00 p.m. (Montreal time) on the Business Day that is two (2) Business Days before the Robex Meeting (as it may be adjourned or postponed from time to time), and provided that such notice of intent must otherwise comply with the requirements of the QBCA. Each Dissenting Shareholder who validly exercises Dissent Rights in accordance with this Section 4.1 shall be deemed to have irrevocably assigned and transferred all Robex Shares held by such Dissenting Shareholder, to Robex free and clear of all Liens, as provided in Section 3.1(a) and if such Dissenting Shareholder:

(a) is ultimately entitled to be paid fair value for their Robex Shares, such Dissenting Shareholder shall: (i) be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)); (ii) be entitled to be paid the fair value of such Robex Shares by Robex in cash (with Robex’s own available funds on hand and not funds directly or indirectly provided by Predictive or Acquireco or any other affiliate of Predictive), less any applicable withholdings, which fair value, notwithstanding anything to the contrary in the QBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted at the Robex Meeting; and (iii) will not be entitled to any other payment or consideration, including any payment or consideration that would be payable under the Arrangement if such Dissenting Shareholder had not exercised their Dissent Rights in respect of such Robex Shares; or

(b) is ultimately not entitled, for any reason, to be paid the fair value for their Robex Shares, such Dissenting Shareholder shall be: (i) deemed to have participated in the Arrangement as of the Effective Time on the same basis as the other Robex Shareholders who did not exercise Dissent Rights; and (ii) entitled to receive only the Consideration, as contemplated by Section 3.1(b), that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised Dissent Rights.

4.2 Recognition of Dissenting Holders

(a) In no case shall any Party, the Depositary or any other person be required to recognize any person purporting to exercise Dissent Rights unless such person: (i) is the registered holder of the Robex Shares in respect of which such Dissent Rights are purported to be exercised; and (ii) has exercised its Dissent Rights in strict compliance with the procedures set out in Chapter XIV – Division I of the QBCA, as may be modified by the Interim Order, the Final Order and Section 4.1 hereof, and has neither withdrawn, nor been deemed to have withdrawn, such exercise of Dissent Rights.

(b) In no case shall any Party or any other person be required to recognize any Dissenting Shareholder as a registered or beneficial holder of Robex Shares or any interest therein (other than the rights set out in Section 4.1) at or after the Effective Time, the names of each Dissenting Shareholder shall be removed from the

A-12

(c) In addition to any other restrictions under the Interim Order or the QBCA, none of the following shall be entitled to exercise Dissent Rights: (i) any holder of Robex Equity Awards or Robex Warrants (in their capacity as holders of such securities); (ii) any Robex Shareholder who voted or instructed a proxyholder to vote such Robex Shareholder’s Robex Shares in favour of the Arrangement Resolution or who abstained from voting on the Arrangement Resolution or who failed to exercise all the voting rights carried by the such Robex Shareholder’s Robex Shares against the Arrangement Resolution; (iii) any person (including any beneficial owner of Robex Shares) who is not a registered holder of Robex Shares; and (iv) any person who has not strictly complied with the procedures for exercising Dissent Rights or who has withdrawn, or been deemed to have withdrawn, such person’s exercise of Dissent Rights prior to the Effective Time.

(d) For greater certainty and for the purposes of this Article 4, all references to Robex Shares shall be, and shall be deemed to be, references to common shares in the capital of Robex and shall exclude Robex CDIs.

ARTICLE 5

DELIVERY OF CONSIDERATION

5.1 Delivery of Consideration

(a) Following receipt of the Final Order and in any event no later than the Business Day prior to the Effective Date, Predictive shall deliver or arrange to be delivered to the Depositary, on behalf of Acquireco, such number of Predictive Shares as are required to satisfy the aggregate Consideration payable to Robex Shareholders (other than Dissenting Shareholders), in accordance with the provisions of Section 3.1, which Predictive Shares shall be held by the Depositary in escrow as agent and nominee for such former Robex Shareholders for distribution to such former Robex Shareholders in accordance with the provisions of this Article 5.

(b) As soon as reasonably practicable following the later of the Effective Time and the surrender to the Depositary of a Certificate that immediately prior to the Effective Time represented one or more outstanding Robex Shares that were transferred to Acquireco in accordance with Section 3.1, together with a duly completed Letter of Transmittal and such additional documents and instruments as the Depositary or Predictive may reasonably require, the former Robex Shareholder surrendering such Certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such former Robex Shareholder or make available for pick up at its offices during normal business hours, a Certificate representing the Predictive Shares that such former Robex Shareholder is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.4 and any Certificate representing such Robex Shares so surrendered shall forthwith thereafter be cancelled.

(c) After the Effective Time and until surrendered for cancellation as contemplated by this Section 5.1, each Certificate that immediately prior to the Effective Time represented one or more Robex Shares (other than Robex Shares in respect of which Dissent Rights have been validly exercised and not withdrawn) shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such Certificate is

A-13

entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.4.

5.2 Lost Certificates

If any Certificate that immediately prior to the Effective Time represented one or more outstanding Robex Shares that were transferred in accordance with Section 3.1 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former Robex Shareholder claiming such Certificate to be lost, stolen or destroyed, the Depositary shall pay and deliver in exchange for such lost, stolen or destroyed Certificate, the Consideration that such former Robex Shareholder is entitled to receive pursuant to Section 3.1 in accordance with such former Robex Shareholder’s Letter of Transmittal. When authorizing such delivery of the Consideration in exchange for such lost, stolen or destroyed certificate, the former Robex Shareholder to whom the Consideration is to be delivered shall, as a condition precedent to the delivery of the Consideration, give a bond satisfactory to Predictive, Robex, Acquireco and the Depositary in such amount as Predictive, Robex, Acquireco and the Depositary may direct, or otherwise indemnify Predictive, Robex, Acquireco and the Depositary in a manner satisfactory to Predictive, Robex, Acquireco and the Depositary, against any claim that may be made against Predictive, Robex, Acquireco or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be reasonably required by Predictive, Robex, Acquireco and the Depositary.

5.3 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to Predictive Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered Certificate that, immediately prior to the Effective Time, represented outstanding Robex Shares unless and until the holder of such Certificate shall have complied with the provisions of Section 5.1 or Section 5.2. Subject to applicable Law and to withholding required pursuant to Section 5.4, at the time of such compliance, there shall, in addition to the delivery of certificates representing Predictive Shares to which such holder is thereby entitled, be delivered to such holder, without interest, (i) the amount of the dividend or other distribution with a record date after the Effective Time theretofoe paid with respect to such Predictive Shares and (ii) on the applicable payment date, the amount of any dividend or other distribution with a record date after the Effective Time and a payment date subsequent to the date of such compliance payable with respect to such Predictive Shares.

5.4 Withholding Rights

Predictive, Robex, Acquireco, the Depositary and their respective agents, as applicable, shall be entitled to deduct and withhold from any consideration or any other amount payable or otherwise deliverable to any Robex Shareholder or any other person under this Plan of Arrangement (including any payment to Dissenting Shareholders) such Taxes or other amounts as Predictive, Robex, Acquireco, the Depositary or any of their respective agents, as the case may be, may reasonably determine is required to be deducted or withheld with respect to such payment under the Tax Act, the U.S. Tax Code, the Australian Tax Act or any other applicable Law in respect of Taxes, provided that no such deduction or withholding may be made with respect to the Consideration to the extent such withholding or deduction is in respect of or in connection with a foreign resident CGT amount payable to the Australian Commissioner of Taxation under Subdivision 14-D of Schedule 1 to the Taxation Administration Act 1953 (Cth) except in accordance with Section 2.9(b) of the Arrangement Agreement. For the purposes hereof, all such deducted or withheld amounts shall be treated as having been paid to the person in respect of which such deduction or withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are timely remitted to the appropriate Governmental Entity by or on behalf of Predictive, Robex, Acquireco, the Depositary or any of their respective agents, as the case may be. To the extent that the

A-14

amount so required to be deducted or withheld from any payment to a Robex Shareholder exceeds the cash component, if any, of the consideration payable to such Robex Shareholder pursuant to this Plan of Arrangement, subject to the prior approval of Predictive, any of Predictive, Robex, Acquireco, the Depositary or any of their respective agents, as the case may be, are hereby authorized to sell or otherwise dispose of such portion of the Predictive Shares payable to such Robex Shareholder pursuant to Section 3.1 as is necessary to provide sufficient funds to Predictive, Robex, Acquireco, the Depositary or their respective agents, as the case may be, to enable it to comply with all applicable deduction or withholding requirements, and Predictive, Robex, Acquireco, the Depositary or their respective agents, as the case may be, shall: (a) remit the applicable portion of the net proceeds of such sale of such Predictive Shares (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate Governmental Entity in satisfaction of such deduction or withholding requirement; and (b) if applicable, deliver to such Robex Shareholder any unapplied balance of the net proceeds of such sale of such Predictive Shares after making the remittance in (a). Any sale of Predictive Shares pursuant to this Section 5.4 will be made in accordance with applicable Laws and at prevailing market prices and none of Predictive, Robex, Acquireco, the Depositary or their respective agents, as the case may be, shall be under any obligation to obtain a particular price, or indemnify any former Robex Shareholder in respect of a particular price, for the Predictive Shares so sold. None of the Predictive, Robex, Acquireco, the Depositary or their respective agents, as the case may be, will be liable for any loss arising out of any sale or disposition of Predictive Shares under this Section 5.4.

5.5 Extinction of Rights

If (a) any former Robex Shareholder fails to deliver to the Depositary the Certificates, documents or instruments required to be delivered to the Depositary in accordance with Section 5.1 or Section 5.2 in order for such former Robex Shareholder to receive the Consideration which such former Robex Shareholder is entitled to receive pursuant to Section 3.1; or (b) any payment made by way of cheque (or other form of immediately available funds) by the Depositary or by Robex pursuant to the Arrangement has not been deposited or has been returned to the Depositary or Robex or otherwise remains unclaimed, in each case, on or before the date that is six (6) years after the Effective Date: (i) such former Robex Shareholder shall be deemed to have donated and forfeited to Predictive or its successors, all such Consideration held by the Depositary in trust for such former Robex Shareholder to which such former Robex Shareholder is entitled under this Plan of Arrangement, in each case, together with all entitlements to any dividends or distributions thereon; (ii) any payment made by way of cheque (or other form of immediately available funds) and any other right or claim to payment hereunder that remains outstanding shall cease to represent a right or claim of any kind or nature and shall be deemed to have been surrendered to Predictive and shall be paid over by the Depositary to Predictive or as directed by Predictive; (iii) any Certificate representing Robex Shares formerly held by such former Robex Shareholder shall cease to represent a right or claim of any kind or nature; (iv) the Predictive Shares which such former Robex Shareholder was entitled to receive shall be transferred to Predictive and cancelled without any repayment of capital in respect thereof, and any Certificates representing such Predictive Shares shall be delivered by the Depositary to Predictive for cancellation and the interest of such former Robex Shareholder in such Predictive Shares (and any dividends or distributions thereon) shall be terminated. None of Robex, Predictive, Acquireco or any of their respective successors, shall be liable to any person in respect of any Consideration (including any Consideration previously held by the Depositary in trust for any such former Robex Shareholder) which is forfeited to Predictive or Robex or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

5.6 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any and all Liens and other claims of third parties of any kind.

A-15

A-16

5.7 Illegality of Delivery of Predictive Shares

Notwithstanding any other provision of this Plan of Arrangement, if Predictive determines that it would be contrary to any applicable Law to issue or deliver the Predictive Shares pursuant to the Arrangement to any former Robex Shareholder that is not a resident in Canada, the United States or Australia: (a) the Predictive Shares that otherwise would be issued to such former Robex Shareholder pursuant to Section 3.1 may, at Predictive’s direction, be delivered to the Depositary or another nominee appointed by Predictive (a “Sale Agent”) acting as agent for such former Robex Shareholder; and (b) such Predictive Shares so delivered to the Depositary or the Sale Agent, as applicable, will be sold on behalf of such former Robex Shareholder as soon as practicable after the Effective Date in the normal course of trading on the ASX, on such dates and at such prices as the Depositary or the Sale Agent, as applicable, determines in its discretion as agent for such former Robex Shareholder. Each such former Robex Shareholder shall be entitled to receive their pro rata portion of the aggregate proceeds of the sale of Predictive Shares pursuant to this Section 5.7 (less any applicable brokerage fees, selling costs, charges, after withholding or deducting any applicable Taxes and subject to rounding to the nearest whole cent and any applicable foreign exchange conversion), which pro rata portion shall be determined based on the number of Predictive Shares that such former Robex Shareholder would otherwise be entitled to receive pursuant to Section 3.1 relative to the total number of Predictive Shares sold by the Depositary or Sale Agent, as applicable, at the relevant time. Any payment to a former Robex Shareholder pursuant to this Section 5.7 will be remitted to such person in the same manner as any other cash payments pursuant to this Article 5. None of Predictive, Robex, Acquireco, the Depositary, the Sale Agent or any other person will be liable for any loss arising out of or in connection with any sales of Predictive Shares pursuant to this Section 5.7. For all tax purposes, such person shall be treated as receiving such Predictive Shares on the Effective Date and then selling such Predictive Shares on the ASX after the Effective Date.

5.8 Interest

Under no circumstances shall interest accrue or be paid by Predictive, Robex, Acquireco, the Depositary or any other person to former Robex Shareholders depositing Certificates pursuant to this Plan of Arrangement in respect of Robex Shares, regardless of any delay in making any payment or delivery of consideration contemplated hereunder.

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

(a) Predictive and Robex may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be: (i) set out in writing; (ii) approved by Predictive and Robex, each acting reasonably; (iii) filed with the Court and, if made following the Robex Meeting, approved by the Court; and (iv) communicated to Robex Shareholders if and as required by the Court.

(b) Subject to the provisions of the Interim Order, any amendment, modification and/or supplement to this Plan of Arrangement may be made by Robex or Predictive at any time prior to the Robex Meeting provided that Predictive and Robex, each acting reasonably, shall have consented thereto in writing, with or without any other prior notice or communication, and, if so proposed and accepted by the Robex Shareholders voting at the Robex Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c) Robex and Predictive may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time after the Robex Meeting and prior to the Effective Time with the approval of the Court, and, if and only if: (i) it is agreed to in writing by Predictive and Robex, each acting reasonably; and (ii) if required by the Court, it is approved to by some or all of the Robex Shareholders voting in the manner directed by the Court.

(d) Notwithstanding anything to the contrary contained herein, Robex and Predictive may amend, modify and/or supplement this Plan of Arrangement without the approval of the Court, the Robex Shareholders or any other persons, provided that each such amendment, modification and/or supplement (i) must be set out in writing, (ii) must concern a matter which, in the reasonable opinion of each of Robex and Predictive, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement; and (iii) is not materially adverse to the economic interests of any Robex Shareholders, and (iv) need not be filed with the Court or communicated to Robex Shareholders.

6.2 Withdrawal

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 7 FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the Arrangement and other transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further authorization, act or formality, each of the Parties will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

ARTICLE 8 U.S. SECURITIES LAW MATTERS

8.1 U.S. Securities Law Matters

Notwithstanding any provision herein to the contrary, the Parties agree that this Plan of Arrangement will be carried out with the intention that all Predictive Shares to be issued and distributed pursuant to this Plan of Arrangement will be issued and exchanged in reliance on the Section 3(a)(10) Exemption and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

ARTICLE 9 PARAMOUNTCY

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Robex Shares, Robex Warrants and Robex Equity Awards issued prior to the Effective Time; (b) the rights and obligations of registered and beneficial holders of Robex Shares (including Dissenting Shareholders), Robex Warrants, Robex Equity Awards and Robex, Predictive, Acquireco, the Depositary and any trustee, registrar, depositary or transfer agent for the Robex Shares or Robex Warrants or Robex Equity Awards shall be solely as provided for in this Plan of Arrangement; and (b) all actions, causes of

A-17

action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Robex Shares, Robex Warrants and Robex Equity Awards shall be deemed to have been settled, discharged, compromised, released and determined without liability except as set forth herein.

A-18

B-1

SCHEDULE “B”

ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the arrangement (the “Arrangement”) under the provisions of Chapter XVI – Division II of the Business Corporations Act (Québec) (the “QBCA”) of Robex Resources Inc. (“Robex”), all as more particularly described and set forth in the management information circular of Robex (the “Circular”) accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), and all transactions contemplated thereby, are hereby authorized, approved and adopted;
the arrangement agreement dated October 5, 2025 (the “Arrangement Agreement”) among Predictive Discovery Limited, 9548-5991 Québec Inc. and Robex, as it may be, or may have been, amended, modified or supplemented from time to time, the transactions contemplated therein, the actions of the directors of Robex in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of Robex in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by Robex of its obligations thereunder, including Robex’s application for an interim order from the Superior Court of Québec (the “Court”), are hereby confirmed, ratified, authorized and approved;
the plan of arrangement as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”) of Robex implementing the Arrangement, the full text of which is set out in Schedule “A” to the Arrangement Agreement, is hereby authorized, approved and adopted;
Robex be and is hereby authorized to apply for a final order from the Court to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular);
notwithstanding that this resolution has been passed (and the Arrangement approved) by the shareholders of Robex or that the Arrangement has been approved by the Court, the directors of Robex are hereby authorized and empowered, without further notice to, or approval of, the shareholders of Robex to:

(a) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or

(b) subject to the terms of the Arrangement Agreement, not proceed with the Arrangement;

any director or officer of Robex, acting alone, is hereby authorized and directed for and on behalf of Robex to execute, whether under corporate seal of Robex or otherwise, and to

deliver such other documents as are necessary or desirable in accordance with the Arrangement Agreement for filing;

any director or officer of Robex, acting alone, is hereby authorized and directed for and on behalf of Robex to make or cause to be made an application to the Court for an order approving the Arrangement and to execute and deliver, or cause to be executed and delivered, for filing with the Enterprise Registrar under the QBCA, the articles of arrangement and all such other documents and instruments as may be necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement or any such other document or instrument; and
any director or officer of Robex, acting alone, is hereby authorized, for and on behalf and in the name of Robex, to execute and deliver, whether under corporate seal of Robex or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:

(a) all actions required to be taken by or on behalf of Robex, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and

(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Robex;

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

B-2

SCHEDULE “C”
REPRESENTATIONS AND WARRANTIES OF ROBEX

Organization.

(a) Robex is a corporation duly incorporated, validly existing and in good standing under the QBCA, and has all necessary corporate power and capacity to own its property and assets as now owned and to carry on its business as it is presently being conducted. Robex is duly registered, qualified or licensed to do its business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business makes such registration, qualification or licensing necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

(b) Robex has made available to Predictive complete and correct copies of the Constating Documents of Robex. Copies of such Constating Documents are accurate and complete and have not been amended or superseded and no steps or proceedings have been taken or are pending or contemplated to amend, supplement or cancel such Constating Documents. Robex is not in material default of the performance, observance or fulfillment of any of the provisions of its Constating Documents. Robex has made available to Predictive true, complete and correct copies of the minutes of, and resolutions approved and adopted at, all meetings of the Robex Board held since January 1, 2023.

Authorization; Validity of Agreement.

Robex has all necessary corporate power and authority to execute and deliver this Agreement. The execution, delivery and performance by Robex of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by Robex of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the Robex Board, and no other corporate proceeding on the part of Robex is necessary in connection therewith, other than obtaining the Robex Shareholder Approval in the manner required by applicable Law, the Interim Order and the Final Order, to consummate the transactions contemplated hereunder and thereunder.

Execution and Binding Obligations.

This Agreement has been duly and validly executed and delivered by Robex and, assuming due and valid authorization, execution and delivery of this Agreement by Predictive and Acquireco, is a valid and binding obligation of Robex enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

C-1

Consents and Approvals; No Violations.

The execution and delivery by Robex of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(a) Except as disclosed in Section 4(a) of the Robex Disclosure Letter, violate, conflict with or result in a breach of:

(i) any provision of the Constating Documents of Robex or any of its subsidiaries;

(ii) any Material Contract to which Robex or any of its subsidiaries are a party or by which Robex or any of its subsidiaries are bound, or any material Lease or material Authorization held by Robex or any of its subsidiaries;

(iii) assuming satisfaction of, or compliance with, the matters set out in Section 5 of this Schedule "C", and receipt of the authorizations, licenses, permits, certificates, registrations, consents or approvals referred to therein, any Law to which Robex or any of its subsidiaries, or their properties or assets, are subject or by which Robex or any of its subsidiaries is bound in any material respect,

(b) except as disclosed in Section 4(b) of the Robex Disclosure Letter, give rise to any right of termination or cause or permit the termination, cancellation, event of default, cash cover requirement (each however described) or other change of any right or obligation or the loss of any benefit to which Robex or any of its subsidiaries is entitled, under any Material Contract to which Robex or any of its subsidiaries are a party or any material Authorization held by Robex or any of its subsidiaries; or

(c) except as disclosed in Section 4(c) of the Robex Disclosure Letter, trigger any change of control provision or any other restriction or limitation, or require any consent or approval to be obtained by any Person under, any Material Contract to which Robex or any of its subsidiaries are a party or material Authorization held by Robex or any of its subsidiaries, or result in the suspension or material adverse alteration in the terms of any material Authorization held by Robex or any of its subsidiaries or in the creation of any Lien (other than Permitted Liens) upon any of Robex's or any of its subsidiaries' properties or material assets.

Required Approvals.

The execution, delivery and performance by Robex of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or Regulatory Approval, or any other action by or in respect of, or filing with, or notification to, any Governmental Entity by Robex or any of its subsidiaries other than:

C-2

(a) the Robex Shareholder Approval;
(b) the Key Regulatory Approvals;
(c) the Interim Order and any filings required in order to obtain, and approvals required under, the Interim Order;
(d) the Final Order, and any filings required in order to obtain the Final Order;
(e) filings with the Director under the QBCA required under applicable Laws;
(f) such filings and other actions required under applicable Securities Laws and the rules and policies of the TSXV as are contemplated by this Agreement; and
(g) any other Authorization or Regulatory Approval which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not, individually or in the aggregate, have a Material Adverse Effect.

6. Subsidiaries.

(a) All of Robex’s subsidiaries, or equity interests (whether registered or beneficial) in any Person that are material to Robex, are set forth in Section 6(a) of the Robex Disclosure Letter. The following information with respect to each of Robex’s material subsidiaries (“Robex’s Material Subsidiaries”) is accurately set out in Section 6(a) of the Robex Disclosure Letter: (A) its name, (B) the number, type or percentage of equity interests held by Robex or one of Robex’s Material Subsidiaries and the registered holder thereof, and (C) its jurisdiction of incorporation, organization or formation. Except as set forth in Section 6(a) of the Robex Disclosure Letter, Robex does not otherwise own, directly or indirectly, any share capital or capital stock or other equity securities of any Person or have any direct or indirect equity or ownership interest in any business that is material to Robex.

(b) Each subsidiary of Robex is duly incorporated and is validly existing under the Laws of its jurisdiction of incorporation and has the corporate power and authority to own its assets and conduct its business as now owned and conducted. Each subsidiary of Robex is duly qualified to carry on business in each jurisdiction in which its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities, make such qualification necessary.

(c) Except as set forth in Section 6(c) of the Robex Disclosure Letter, Robex is, directly or indirectly, the registered and beneficial owner of all of the issued and outstanding securities of each of Robex’s Material Subsidiaries, free and clear of all Liens (other than Permitted Liens), and all such securities have been duly and validly authorized and issued, are fully paid, and if the subsidiary is a corporation, are non-assessable. No such securities have been issued in violation of any Law or pre-emptive or similar rights.

C-3

(d) True and complete copies of the Constating Documents of each of Robex’s Material Subsidiaries have been made available to Predictive, and no action has been taken to amend or supersede such documents.

Compliance with Laws and Constating Documents.

(a) The operations of Robex and Robex’s subsidiaries have been since January 1, 2023, and are now being, conducted in material compliance with all Laws applicable to the operations of the Robex and Robex’s subsidiaries, and none of the Robex or any of Robex’s subsidiaries has received any notice of any alleged violation of any such Laws, other than non-compliance or violations which have not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(b) None of Robex or any of its subsidiaries is in conflict with, or in default under or in violation of its Constating Documents in any material respect.

Authorizations.

(a) Except as set forth in Section 8(a) of the Robex Disclosure Letter, each of Robex and Robex’s Material Subsidiaries are duly qualified, licensed or registered and hold all Authorizations, including the Robex Mineral Rights, required to carry on its business related to the Robex Material Properties, including the Robex Mining Operations, as now conducted in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or operated by it, or the nature of its activities make such qualification, license, registration or holding of the Authorizations necessary, except where failure to be so qualified, licensed or registered or to possess such Authorizations (i) has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, and (ii) would not reasonably be expected to prevent, delay or impede the consummation of the transactions contemplated by this Agreement. All such Authorizations of Robex and Robex’s Material Subsidiaries are in full force and effect in accordance with their terms, and Robex and Robex’s Material Subsidiaries have in all material respects since January 1, 2023 complied with, and are in compliance with, all such Authorizations; there is no action, investigation or proceeding pending or, to the knowledge of Robex, threatened, regarding any such Authorization; and neither Robex nor any of its subsidiaries or, any of their respective officers or directors has received any notice, whether written or oral, of breach, revocation, cancellation, forfeiture, suspension or non-renewal or material amendments of any such Authorizations, or of any intention of any Person to revoke, cancel, forfeit, suspend or refuse to renew or to materially amend any of such Authorizations and all such Authorizations continue to be effective in order for Robex and Robex’s Material Subsidiaries to continue to conduct their respective businesses as they are currently being conducted. All Authorizations of Robex and its subsidiaries not related to the Robex Material Properties are in full force and effect in accordance with their terms, and Robex and its subsidiaries have in all material respects since January 1, 2023 complied with, and are in compliance with,

C-4

all such Authorizations; there is no action, investigation or proceeding pending or, to the knowledge of Robex, threatened, regarding any such Authorization; and none of Robex or any of its subsidiaries or, any of their respective officers or directors has received any notice, whether written or oral, of breach, revocation, cancellation, forfeiture, suspension or non-renewal or material amendments of any such Authorizations, or of any intention of any Person to revoke, cancel, forfeit, suspend or refuse to renew or to materially amend any of such Authorizations and all such Authorizations continue to be effective in order for Robex and its subsidiaries to continue to conduct their respective businesses as they are currently being conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of Robex, no Person other than Robex or a subsidiary thereof owns or has any proprietary, financial or other interest (direct or indirect) in any such Authorizations.

9. Capitalization.

(a) Except as may otherwise be provided in Section 9(a) of the Robex Disclosure Letter, as of the close of business on the Business Day prior to the date of this Agreement, there were (A) 244,079,269 Robex Shares issued and outstanding, (B) 6,780,000 Robex Options outstanding, (C) 500,000 Robex DSUs outstanding, (D) 5,150,000 Robex PSUs outstanding, (E) no Robex RSUs outstanding, and (F) 44,879,540 Robex Warrants outstanding, and there are no other securities of Robex issued and outstanding at the date of this Agreement. All outstanding Robex Shares have been, and all Robex Shares issuable upon the exercise, vesting, settlement or conversion of rights under Robex Options, Robex DSUs, Robex PSUs, Robex RSUs, and Robex Warrants in accordance with their terms (including, in the case of Robex Options, the receipt by Robex of the exercise price therefor), will be duly authorized in accordance with the respective terms thereof, validly issued, fully paid and non-assessable.

(b) There is no indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of Robex or any of its subsidiaries issued and outstanding.

(c) Except for the outstanding Robex Options, Robex DSUs, Robex PSUs, Robex RSUs and Robex Warrants set out in Section 9(a) and other than as disclosed in Section 9(c) of the Robex Disclosure Letter, (A) there are no existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, restricted share awards, restricted share unit awards, agreements, arrangements, understandings or commitments of any kind relating to the issued or unissued capital stock of, or other equity interests in, Robex or any of its subsidiaries obligating Robex or such subsidiary to issue, transfer, register or sell or cause to be issued, transferred, registered or sold any shares of capital stock or Voting Debt of, or other equity interest in, Robex or such subsidiary or securities convertible into or exchangeable for such shares or equity interests or other securities, (B) there are no outstanding agreements, arrangements, understandings or commitments of Robex or any of its subsidiaries to repurchase, redeem or otherwise acquire any Robex Shares or any

C-5

shares of a subsidiary or qualify securities for public distribution in Canada or elsewhere, or with respect to the voting or disposition of any securities of Robex or any of its subsidiaries (including shareholder or voting trust agreements), (C) there are no outstanding agreements or binding commitments of Robex or any of its subsidiaries requiring it to provide any amount of funds or to make any investment (in the form of a loan, capital contribution or otherwise) in any Person, and (D) there are no outstanding or authorized share appreciation, phantom share, restricted share units, performance-based awards, profit participation or other similar rights with respect to Robex or any of its subsidiaries.

(d) Section 9(d) of the Robex Disclosure Letter sets forth, with respect to each Robex Option, Robex DSU, Robex PSU, Robex RSU, Robex LTIP Award and Robex Warrant outstanding as of the close of business on the Business Day prior to the date of this Agreement, (A) the holder of each Robex Option, Robex DSU, Robex PSU, Robex RSU, Robex LTIP Award and Robex Warrant and whether each such holder is an current director, officer, consultant or Employee of Robex, (B) the number of Robex Shares issuable therefor, as applicable, (C) the purchase price payable therefor upon the exercise of each such Robex Option or Robex Warrant, (D) the date on which such Robex Option, Robex DSU, Robex PSU, Robex RSU, Robex LTIP Award and Robex Warrant was issued or granted, as applicable, (E) the vesting schedule, expiration date and other material terms of each such Robex Option, Robex DSU, Robex PSU, Robex RSU, Robex LTIP Award and Robex Warrant, and (F) the applicable Robex Incentive Plan that governs each Robex Option, Robex DSU, Robex PSU, Robex RSU, Robex LTIP Award and Robex Warrant. All grants of Robex Options, Robex DSUs, Robex PSUs, Robex RSUs, Robex LTIP Awards and Robex Warrants were validly issued and properly approved by the Robex Board (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Laws. No Robex Option is held by or on behalf of any person who is a resident of the United States.

(e) Robex has made available to Predictive complete and correct copies of the Robex Incentive Plans and any instruments governing the Warrants.

(f) The Robex Incentive Plans and the grants of Robex Options, Robex DSUs, Robex PSUs, Robex RSUs and Robex LTIP Awards, thereunder have been recorded on Robex's financial statements in accordance with IFRS, and no such grants involved any "back dating," "forward dating," "spring loading" or similar practices.

Shareholders' and Similar Agreements.

Robex is not party to any unanimous shareholders agreement, shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of Robex or any of its subsidiaries or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in Robex or any of its subsidiaries and Robex has not entered into or adopted a shareholder rights plan, poison pill or any other similar plan or agreement.

C-6

Reporting Issuer Status and Stock Exchange Compliance.

(a) As of the date hereof, Robex is a reporting issuer not on the list of reporting issuers in default (or the equivalent) under Canadian Securities Laws in each of the provinces and territories of Canada. There is no Order delisting, suspending or ceasing trading of any securities of Robex. The Robex Shares and Robex Listed Warrants are listed and posted for trading on the TSXV (under symbols “RBX” and “RBX.WT”, respectively), and the Robex Shares trade over the counter on the OTC Market (under the symbol “RSRBF”) and on the Frankfurt Stock Exchange (under the symbol “RB4”). The Robex CDIs are listed and posted for trading on the ASX (under symbol “RXR”). None of Robex nor any of its subsidiaries has taken any affirmative action to list (A) the Robex Shares on any market other than the TSXV, OTC Market or Frankfurt Stock Exchange, or (B) the Robex CDIs on any market other than the ASX. Robex is in compliance with the applicable rules and regulations of the TSXV, ASX, OTC Market and Frankfurt Stock Exchange.

(b) Robex has not taken any action to cease to be a reporting issuer in any jurisdiction nor has Robex received notification from the AMF or any other applicable securities commissions or securities regulatory authority of a province or territory of Canada, in each case seeking to revoke Robex’s reporting issuer status. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of Robex is pending, in effect, or, to the knowledge of Robex, has been threatened, or is expected to be implemented or undertaken, and Robex is not currently subject to any (formal or informal) review, enquiry, investigation or other proceeding relating to any such order or restriction. Robex is not subject to any continuous or periodic, or other disclosure requirements under any Securities Laws in any jurisdiction.

(c) Robex and its subsidiaries are in compliance, in all material respects, with all applicable Securities Laws and there are no current, pending or, to the knowledge of Robex, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non-compliance by Robex or any of its subsidiaries with any Securities Laws.

(d) Robex is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act. Robex is not registered or required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended. Robex has no class of securities outstanding that is or is required to be registered under Section 12 of the U.S. Exchange Act or that is subject to the reporting requirements of Section 13 of 15(d) of the U.S. Exchange Act. Neither Robex nor any of its predecessors is or has ever been subject to an order pursuant to Section 12(j) of the U.S. Exchange Act.

C-7

C-8

12. Reports.

Robex has, since January 1, 2023, timely filed all documents that Robex is required to file under applicable Securities Laws and, where applicable, the rules and policies of the Exchange. Each of the Robex Filings, at the time filed or, if amended, as of the date of such amendment, complied in all material respects with the requirements of applicable Securities Laws and did not contain any misrepresentation. Any amendments to Robex Filings required to be made have been filed on a timely basis with the applicable Securities Authority or the Exchange. Robex has not filed any confidential material change report with any Securities Authority which at the date hereof remains confidential or any other confidential filings (including redacted filings) filed or furnished, as applicable, to any Securities Authority.

13. Comments, Review, Audits, Etc.

There are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of Robex Filings and, to the knowledge of Robex, neither Robex nor any of Robex Filings is the subject of an ongoing audit, review, comment or investigation by the TSXV, the ASX, the AMF, any other Securities Authority.

14. Financial Statements.

(a) The Robex Financial Statements (including any notes or schedules thereto, the auditor’s report thereon and related management’s discussion and analysis), and all financial statements of Robex (including any notes or schedules thereto and related management’s discussion and analysis) which are filed on SEDAR+ in respect of any subsequent periods prior to the Effective Date (i) have been or will be, as the case may be, prepared in accordance with IFRS applied on a basis consistent with prior periods and all applicable Laws and accounting requirements in Canada and (ii) present or will present, as the case may be, fairly, in all material respects, the financial position of Robex and its subsidiaries on a consolidated basis as at the respective dates thereof and the revenues, results of operations, changes in shareholders’ equity and cash flow of Robex and its subsidiaries on a consolidated basis for the periods covered thereby (except as may be indicated in the notes to such financial statements), subject to normal year-end adjustments and the absence of notes in the case of any interim financial statements. Robex does not intend to correct or restate, nor, to the knowledge of Robex, is there any basis for any correction or restatement of, any of the Robex Financial Statements.

(b) There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Robex or any of its subsidiaries with unconsolidated entities or other Persons which are not reflected in the Robex Financial Statements.

(i) have been maintained, in all material respects, in accordance with IFRS, and

(ii) accurately and fairly reflect the basis for Robex’s financial statements as at the relevant time in all material respects.

(d) Robex has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by Robex in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Robex in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to Robex’s management, as applicable, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Robex has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. To the knowledge of Robex, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Robex. To the knowledge of Robex, none of Robex, any of its subsidiaries, or any of their respective directors, officers, auditors, accountants or Representatives has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that Robex or any of its subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

(e) None of Robex, any subsidiary of Robex or, to the knowledge of Robex, any director, officer, Employee, auditor, accountant or representative of Robex or any of Robex’s subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Robex or any subsidiary of Robex or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Robex or any subsidiary of Robex has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Robex Board.

(f) There are no outstanding loans made by Robex to any director, officer or Employee of Robex.

C-9

(g) Section 14(g) of the Robex Disclosure Letter sets forth a complete and accurate list of all intercompany indebtedness between and among Robex and its subsidiaries. Copies of all agreements evidencing such indebtedness have been provided in the Robex Data Room.

No Undisclosed Liabilities.

Except for liabilities and obligations (i) reflected or to the extent reserved against on Robex Financial Statements or (ii) incurred in the ordinary course of business consistent with past practice since December 31, 2024 or in connection with the transactions contemplated by this Agreement and which would not reasonably be expected to have a Material Adverse Effect, neither Robex nor any of its subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent, absolute or otherwise and whether or not required to be disclosed in the liabilities column of a balance sheet prepared in accordance with IFRS.

Auditors.

Robex’s current auditors are independent with respect to Robex within the meaning of the rules of professional conduct applicable to auditors in Canada and there has not been a reportable event (within the meaning of Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations) with Robex’s current or former auditors.

No Hedging.

Except as set forth in Section 17 of the Robex Disclosure Letter, neither Robex nor any of its subsidiaries will, on the date of this Agreement, have any foreign currency or commodity hedging arrangements in effect. Except as set forth in Section 17 of the Robex Disclosure Letter, neither Robex nor any of its subsidiaries have any material obligations or liabilities, direct or indirect, vested or contingent in respect of any streaming transactions, rate swap transactions, basis swaps, forward rate transactions, commodity swap, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cross-currency rate swap transactions or currency options or other similar transactions (including any option with respect to any such transactions) or any combination of such transactions.

Competition Act.

For the purposes of determining the application of the pre-merger filing requirements of the Competition Act, the aggregate value of the assets in Canada being acquired and the gross revenues from sales in, and from or into Canada generated from all of the assets that are owned by Robex and its Competition Act affiliates, determined in each case as prescribed in the Competition Act, are each less than C$93 million.

Hart-Scott-Rodino Act.

Robex (including all entities controlled by Robex for purposes of the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976):

C-10

(a) does not hold assets in the United States with a fair market value in excess of US$126.4 million, and
(b) did not make sales in or into the United States in excess of US$126.4 million in its last fiscal year.

20. Environmental Matters.

(a) Robex and its subsidiaries have in the past five (5) years been, and the business of Robex and its subsidiaries and the assets of Robex and its subsidiaries are (and have in the past five (5) years been carried on, as applicable), in compliance with all applicable Environmental Laws in all material respects, and, to the knowledge of Robex, there are no facts or circumstances that could reasonably be expected to result in a material breach of any Environmental Laws by Robex or its subsidiaries.

(b) All material Authorizations issued or required pursuant to Environmental Laws necessary to operate the business of Robex and its subsidiaries as currently being conducted:

(i) have been obtained;
(ii) are in full force and effect;
(iii) are being complied with in all material respects; and
(iv) are not being appealed by any Person and, to the knowledge of Robex, no proceeding is threatened, and no grounds exist that could reasonably be expected to result in revocation or limitation of any Authorization issued or required pursuant to Environmental Laws.

(c) To the knowledge of Robex, there are no Hazardous Substances present on or at any Robex Property except in such quantities and stored in such a manner as is allowed by an Environmental Law applicable to the business.

(d) There has been no Release, nor, to the knowledge of Robex, are there any conditions or circumstances that could reasonably be expected to give rise to a Release, of any Hazardous Substance at, on or under any property owned, leased, controlled or operated by Robex or its subsidiaries (including under any Robex Mineral Rights) that could reasonably be expected to result in liability under Environmental Laws on the part of Robex or its subsidiaries.

(e) In the past five (5) years, neither Robex nor any subsidiary of Robex has:

C-11

(ii) received nor been threatened with any written notice, complaint, citation, summons or order of any alleged non-compliance in respect of, or any potential liability under any Environmental Law that remains outstanding or unresolved; or

(iii) been required by any Governmental Entity to conduct a cessation of activities at, a change of use, a closure, an environmental rehabilitation or an environmental remediation of, any property owned or leased by Robex or its subsidiaries (including under any Robex Mineral Rights).

(f) Except pursuant to any customary indemnities in any Lease or pursuant to any Material Contract listed in Section 33(a) of the Robex Disclosure Letter, neither Robex nor its subsidiaries has agreed by Contract or otherwise (including any order or consent agreement) to indemnify or hold harmless any Person for any liability pursuant to Environmental Laws.

(g) To the knowledge of Robex, no event has occurred which may reasonably be expected to require Robex or any of its subsidiaries to carry out any work or pay any money in relation to any Robex Property in order to ensure that the Robex Property can be used in compliance with applicable Environmental Law in the manner it is being used as at the date of this Agreement.

(h) There is:

(i) other than the applicable closure and remediation management plans required by Law and as reflected in the Robex Financial Statements or the Robex Budget, and other than routine plans or policies required under Environmental Laws and Authorizations for routine operations, no material plan or policy which has been or is required to be prepared in relation to any Robex Property under any Environmental Law applicable to the business; and

(ii) other than as required by applicable closure and remediation management plans required by Law, to the knowledge of Robex, nothing in, on or under any Robex Property (including but not limited to underground tanks and associated piping) that requires notification to any Governmental Entity or could reasonably be expected to entitle any Governmental Entity to require monitoring, closure, clean up or remediation under any Environmental Law applicable to the business.

(i) Robex and its subsidiaries have, or caused to be, provided all financial assurance to applicable Governmental Entities, required under Environmental Laws relating to the Robex Property and to conduct the business of Robex and its subsidiaries and have not, in the past five (5) years, received any request or other communication from any Governmental Entity indicating that additional financial assurance may be required in relation to any Robex Property.

C-12

(j) No Robex Property is the subject of any charge in favour of any Governmental Entity as security for the cleaning up of the Robex Property or other costs under any Environmental Law.

(k) To the knowledge of Robex, there are no material environmental issues relating to past activities on, or in relation to, the Robex Mineral Rights requiring remedial action which has not been completed as required by Environmental Law or which is not contemplated by applicable closure and remediation management plans required by Law.

21. Local Communities.

Neither Robex nor any subsidiary of Robex, nor any Person acting on behalf of Robex or a subsidiary of Robex, is a party to any Contract with any Indigenous or other local communities, nor are they currently in discussions or negotiations with any Indigenous or other local community with respect to entering into any such Contract.

22. NGOs and Community Groups.

No authorized legal representative of any community in the vicinity of any of the Robex Property has communicated in writing to Robex or any of its subsidiaries, or their respective Representatives, a requirement that (i) the consent of such community be obtained as a condition to continued operation of any such properties, or (ii) a material increase in the compensation payments by Robex or any of its subsidiaries under any community development or social framework or similar agreements as a condition to continued operation of any such properties. No material dispute between Robex or any of its subsidiaries and any non-governmental organization, community, or community group exists or, to the knowledge of Robex, is threatened or imminent with respect to any of the Robex Property or operations of Robex or its subsidiaries. Robex has provided Predictive and its Representatives with full and complete access to all material correspondence received by Robex, its subsidiaries or their Representatives from any non-governmental organization, community or community group.

23. Employment Matters.

(a) To the knowledge of Robex, each Independent Contractor of Robex or any of its subsidiaries has been properly classified as an independent contractor by Robex or such subsidiary, as applicable, and neither Robex nor any of its subsidiaries has received any notice from any Person (including any Governmental Entity) disputing such classification, and Robex and its subsidiaries have otherwise complied in all material respects with all obligations pursuant to the engagement of Independent Contractors.

(b) To the knowledge of Robex, each Casual Employee of Robex who is in Australia has been properly classified as a Casual Employee and neither Robex nor any of its subsidiaries has received any notice from any Person (including any Governmental Entity) disputing such classification, and Robex and its subsidiaries have otherwise

C-13

complied in all material respects with all obligations pursuant to the engagement of Casual Employees.

(c) No Employee or Independent Contractor of Robex or any of its subsidiaries has been given notice of dismissal or termination by Robex or any of its subsidiaries, has given notice resigning from employment with Robex or any of its subsidiaries, or terminating a contractor agreement with Robex or any of its subsidiaries, or, to the knowledge of Robex, has otherwise indicated an intention to terminate an employment or contractor engagement with Robex or any of its subsidiaries, or has been placed on gardening leave or any equivalent arrangement, in each case in anticipation, and as a result, of the performance of this Agreement and the consummation of the Arrangement.

(d) Except as set forth in Section 23(d) of the Robex Disclosure Letter, the execution, delivery and performance of this Agreement and the consummation of the Arrangement will not (A) result in any payment or other entitlement (including bonus, change of control payment, retention, retirement, severance or other benefit) becoming due or payable or to be provided to any current or former director, officer, Employee, consultant or Independent Contractor of Robex or any of its subsidiaries, including under any Robex Benefit Plan, (B) accelerate the vesting or provision of or increase the salary, compensation (in any form) or benefits otherwise payable to or to be provided to any current or former director, officer, Employee, consultant or Independent Contractor of Robex or any of its subsidiaries, including under any Robex Benefit Plan, (C) entitle the recipient of any payment or benefit to receive any "gross up" payment for any income or other Taxes that might be owed with respect to such payment or benefit payments, or (D) result in the triggering or imposition of any restrictions or limitations on the rights of Robex or any of its subsidiaries to amend or terminate any Robex Benefit Plan.

(e) Except as set forth in Section 23(e) of the Robex Disclosure Letter, neither Robex nor any of its subsidiaries is subject to any current, pending or, to the knowledge of Robex, threatened claim, complaint or proceeding for wrongful dismissal, constructive dismissal, discrimination or retaliation, or any other claim relating to termination of employment of any current or former Employee, Independent Contractor or consultant.

(f) Except as set forth in Section 23(f) of the Robex Disclosure Letter, neither Robex nor any of its subsidiaries (A) is a party to or bound by any Collective Agreement nor is any future Collective Agreement currently being negotiated or (B) is subject to any application for certification or any apparent or, to the knowledge of Robex, threatened union-organizing campaigns and no trade union, council of trade unions, Employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any Employee or Independent Contractor of Robex or any of its subsidiaries in their capacity as such by way of certification, interim certification, voluntary recognition or succession rights. There is no labour strike, dispute, work slowdown or stoppage, picketing, hand-billing or boycotts pending or involving, or

C-14

to the knowledge of Robex, threatened against, Robex or any of its subsidiaries and no such event has occurred within the last three (3) years.

(g) Robex and its subsidiaries have been in the past three (3) years, and are, in compliance in all material respects with all terms and conditions of employment and all applicable Laws with respect to employment and labour, including but not limited to Modern Award coverage and compliance, employment and labour standards, occupational health and safety, workers' compensation, human rights, immigration, Tax withholding, labour relations, privacy, accessibility, classification of workers, pay equity, and wage and hour Laws, and there are no current, pending, or to the knowledge of Robex, threatened Proceedings with respect to any such Laws.

(h) Robex and its subsidiaries have not in the past three (3) years, and are not, engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of Robex, threatened against Robex or any of its subsidiaries.

(i) All amounts due or accrued due for all salary, wages, overtime, bonuses, commissions, vacation (or leave) with pay, sick days, termination and severance pay and benefits under Robex Benefit Plans and other similar accruals have either been paid, or are accurately reflected, or sufficient provision has been made, in the Books and Records of Robex or of its applicable subsidiary.

(j) Robex and each of its subsidiaries are registered for and in good standing with workers' compensation coverage if and as required by applicable Law. There are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by Robex or any of its subsidiaries pursuant to any workplace safety and insurance legislation and neither Robex nor any of its subsidiaries has been reassessed in any material respect under such legislation during the past three (3) years and, to the knowledge of Robex, no audit of Robex or any of its subsidiaries is currently being performed pursuant to any applicable workplace safety and insurance legislation.

(k) There are no material claims or charges pending under applicable occupational health and safety legislation ("OHSA") related to Robex or any of its subsidiaries. Robex and each of its subsidiaries has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

(l) In the past three (3) years, there have been no fatal or critical accidents which have occurred in the course of the operation of the business which could reasonably be expected to lead to charges under any applicable Law.

(m) Within the past three (3) years, with respect to each allegation or claim related to workplace harassment (including sexual harassment) of which Robex or any of its subsidiaries has received notice, Robex and each of its subsidiaries, as applicable,

C-15

has investigated such allegation or claim in accordance in all material respects with its obligations under applicable Law and, for each such substantiated allegation or claim, taken prompt corrective action that is reasonably calculated to prevent further workplace harassment (including sexual harassment). Robex and its subsidiaries do not reasonably expect any material liability with respect to any such allegations or claims.

24. Absence of Certain Changes or Events.

Except as specifically contemplated by this Agreement or as disclosed in the Robex Filings, since December 31, 2024, (i) Robex and Robex’s subsidiaries have conducted their business in the ordinary course of business consistent with past practice, and (ii) there has not been any event, circumstance or occurrence which has had, or is reasonably likely to give rise to, a Material Adverse Effect.

25. Litigation; Orders.

(a) There is no suit, claim, action, charge, investigation, inquiry, including arbitration proceeding, alternative dispute resolution proceeding, other Proceeding or investigation that has been commenced or, to the knowledge of Robex, threatened against or naming as a party thereto Robex or any subsidiary of Robex or any of their respective property or assets or any of their respective current or former directors, officers or Employees (in their capacities as such) that:

(i) has been, or would reasonably be expected, individually or in the aggregate, to give rise to a Material Adverse Effect;

(ii) could be or is being prosecuted as a criminal offence; or

(iii) has impaired, or would reasonably be expected, individually or in the aggregate, to impair, in any material respect, the ability of Robex to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement.

(b) No Order is outstanding against Robex, any of Robex’s subsidiaries or any of their respective properties or assets that:

(i) has been, or would reasonably be expected, individually or in the aggregate, to give rise to a Material Adverse Effect; or

(ii) has impaired, or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of Robex to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement.

C-16

(c) As of the date hereof, Robex and Robex’s subsidiaries do not have any Proceeding, or investigation pending against any other Person.

(d) There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Robex, threatened against or relating to Robex or its subsidiaries before any Governmental Entity.

Taxes.

(a) Each of Robex and Robex’s subsidiaries has duly and in a timely manner filed all Tax Returns required to be filed by it with the appropriate Governmental Entity, and all such Tax Returns were complete and correct in all material respects. Neither Robex nor any of Robex’s subsidiaries is currently a beneficiary of any extension of time within which to file any Tax Return other than extensions that are automatically granted.

(b) Robex and each of its subsidiaries has paid all material Taxes, including instalments required by applicable Law on account of Taxes for the current year, which are due and payable by it (whether or not assessed by the appropriate Governmental Entity), and Robex has provided adequate accruals in accordance with IFRS in the most recently published financial statements of Robex for any Taxes of Robex and each of its subsidiaries that have not been paid with respect to the period covered by such financial statements whether or not shown as being due on any Tax Returns. No liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business.

(c) Each of Robex and its subsidiaries has, in all material respects, duly and timely withheld all Taxes required by Law to be withheld by it (including Taxes required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the benefit of any Person) and has, in all material respects, duly and timely remitted to the appropriate Governmental Entity such Taxes or other amounts required by Law to be remitted by it.

(d) Each of Robex and its subsidiaries has, in all material respects, duly and timely collected all amounts on account of any sales, use or transfer Taxes, including without limitation goods and services, harmonized sales, provincial and territorial sales taxes and state and local taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity such amounts required by Law to be remitted by it.

(e) Except as set forth in Section 26(e) of the Robex Disclosure Letter, there are no proceedings, investigations, audits or claims now pending against Robex or any of its subsidiaries in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Entity relating to Taxes. Neither Robex nor any of its subsidiaries has granted a waiver to extend a reassessment period that is still in force.

C-17

(f) Except as set forth in Section 26(f) of the Robex Disclosure Letter, for the purposes of the Tax Act, the Income Tax Assessment Act and any other relevant Tax purposes:

(i) Robex is resident in Canada and is not resident in any other country;

(ii) each of Robex’s subsidiaries has at all times during its existence been resident in the jurisdiction in which it was formed, and has never been resident in any other country; and

(iii) neither Robex nor any of its subsidiaries has, or had, a permanent establishment in a country other than its country of residence.

(g) Neither Robex nor any of its subsidiaries is liable for Taxes of any other Person by reason of contract, transferee liability, indemnification or otherwise.

(h) There are no Liens for Taxes upon any properties or assets of Robex or any of its subsidiaries (other than Permitted Liens).

(i) None of the Robex Shares constitute indirect Australian real property interests for the purposes of Section 855-25 of the Income Tax Assessment Act.

(j) Each of Robex and Robex’s subsidiaries has complied, in all material respects, with all applicable transfer pricing rules and has maintained appropriate documentation in connection with its Tax positions relating to transactions between it and related parties.

(k) Robex is not aware of any fact or circumstance that could reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code.

(l) Neither Robex nor any of its subsidiaries has undertaken, participated in or been contractually obligated to participate in any “reportable transaction” as defined in Subsection 237.3(1) of the Tax Act or any “notifiable transaction” as defined in Subsection 237.4(1) of the Tax Act. Neither Robex nor any of its subsidiaries has been required to file any information returns in respect of a “reportable uncertain tax treatment” as defined in Subsection 237.5(1) of the Tax Act.

Books and Records.

The Books and Records of Robex and its subsidiaries are currently maintained in accordance, in all material respects, with applicable Laws, are stated in reasonable detail, are complete and accurate, in all material respects, and accurately and fairly reflect the basis for Robex’s financial statements. All of Robex and its subsidiaries’ corporate records are in the possession of Robex or its Representatives.

C-18

Minute Books.

The corporate minute books of Robex and its subsidiaries have been maintained in accordance with applicable Laws in all material respects and such minute books are complete and accurate in all material respects.

Insurance.

Robex and its subsidiaries have in place the insurance policies set out in Section 29 of the Robex Disclosure Letter. All such policies are in full force and effect and no notice of early cancellation has been received or threatened, all premiums due thereon have been paid by Robex or one of its subsidiaries, and Robex and its subsidiaries are otherwise in compliance in all material respects with the terms and provisions of such policies. Robex is not in default with respect to any of the provisions contained in the insurance policies and has not failed to give any notice or to present any claim under any insurance policy in a due and timely fashion. There is no material claim pending under any of such policies or arrangements as to which coverage has been denied or disputed by the underwriters of such policies or arrangements. The limits contained within such policies have not been exhausted or significantly diminished and no further premiums or payments will be due following the Effective Time with respect to periods of time occurring prior to the Effective Time.

Non-Arm's Length Transactions.

Other than employment or compensation agreements entered into in the ordinary course of business or as disclosed in the Robex Filings, no director, officer, Employee or agent of, or Independent Contractor to, Robex or any of its subsidiaries or holder of record or beneficial owner of 5% or more of the Robex Shares, or associate or affiliate of any such officer, director or beneficial owner, is a party to, or beneficiary of, any loan, guarantee, Contract, arrangement or understanding or other transactions with Robex or any of its subsidiaries.

Benefit Plans.

(a) Section 31(a) of the Robex Disclosure Letter contains a true and complete list of all material Robex Benefit Plans and, in respect of each Robex Benefit Plan, where applicable, Robex has provided or made available to Predictive current and complete copies of the plan document(s) establishing the Robex Benefit Plans and all material documents relating to the Robex Benefit Plans, including, as applicable, any Employee booklets, trust agreements, funding arrangements, and insurance contracts.

(b) All of Robex Benefit Plans are and have been established, registered (where required), funded, maintained, invested, contributed to and administered in compliance, in all material respects, with all applicable Laws, the terms of each Robex Benefit Plan and, as applicable, any trust agreement, funding arrangement or insurance policy thereto. To the knowledge of Robex, no fact or circumstance

C-19

exists which could reasonably be expected to adversely affect the registered status or tax-qualification of any such Robex Benefit Plan under applicable Law.

(c) All obligations of Robex regarding Robex Benefit Plans have been satisfied in all material respects and all contributions, benefits, premiums or Taxes required to be remitted, made, withheld or paid by Robex by applicable Laws, or under the terms of each Robex Benefit Plan, have been remitted, made, withheld or paid when or before due. No currently outstanding notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Robex or any of its subsidiaries from any applicable Governmental Entity in respect of any Robex Benefit Plan that is a pension or retirement plan. There are no outstanding amounts or penalties owing to any applicable Governmental Entity in respect to matters regarding Robex Benefit Plans.

(d) Robex is not obliged to meet any additional obligations on behalf of Employees or Independent Contractors, for example, in respect of insurance or administration fees.

(e) Robex and its subsidiaries have not committed to increase or supplement the amount of the contributions (except in the ordinary course of insurance renewals) to any Robex Benefit Plan or benefit payable to or on behalf of an Employee thereunder to which they are obliged or have voluntarily committed to make contributions.

(f) All reports and filings with Governmental Entities required to be made by Robex or any of its subsidiaries in connection with each Robex Benefit Plan, have been timely made, and all disclosures and notices required to be given to participants and beneficiaries in connection with each Robex Benefit Plan have, in all material respects, been properly and timely made in accordance with applicable Laws and the terms of Robex Benefit Plans.

(g) No Robex Benefit Plan is subject to any current, pending or, to the knowledge of Robex, threatened investigation, examination, action, claim (including claims for Taxes, interest, penalties or fines) or any other proceeding initiated by any Person (other than routine claims for benefits) and, to the knowledge of Robex, there exists no state of facts which could reasonably be expected to give rise to any such investigation, examination, action, claim or other proceeding.

(h) No Robex Benefit Plan is a “registered pension plan”, a “multi-employer plan”, a “retirement compensation arrangement”, or a “salary deferral arrangement”, each as defined in the Tax Act, or a multi-employer pension plan for purposes of applicable pension standards legislation in Canada or a province thereof. No current or former Employee or Independent Contractor of Robex accrues benefits which are, or will be, determined by reference to a formula based on length of service and/or superannuation salary under any Robex Benefit Plan and no assurance has been made to any current or former Employee or Independent Contractor of Robex

C-20

that their accumulation benefits under any Robex Benefit Plan will at any point in the future equate to or not be less than any particular amount however calculated.

(i) All data necessary to administer each Robex Benefit Plan is in the possession of Robex or its agents and is in a form which is sufficient for the proper administration of such Robex Benefit Plan in accordance with its terms and all applicable Laws and such data is complete and correct in all material respects.

(j) None of the Robex Benefit Plans (other than retirement income or savings plans) provide for post-retirement or post-termination of service benefits, except for benefits required to be provided after termination of employment pursuant to applicable Laws relating to employment or labour standards.

32. Restrictions on Business Activities.

There is no Contract or Order binding upon Robex or any of its subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any business practice of Robex or any of its subsidiaries or the conduct of business by Robex or any of its subsidiaries as currently conducted (including following the transaction contemplated by this Agreement).

33. Material Contracts.

(a) Section 33(a) of the Robex Disclosure Letter sets out a complete and accurate list of all Material Contracts to which Robex or any of its subsidiaries is a party, or by which Robex or any of its subsidiaries is bound ("Robex Material Contracts"). True and complete copies of the Robex Material Contracts have been disclosed in the Robex Data Room.

(b) Each Robex Material Contract is legal, valid, binding and in full force and effect and is enforceable by Robex or a subsidiary of Robex, as applicable, in accordance with its terms (subject to bankruptcy, insolvency and other Laws affecting creditors' rights generally, and to general principles of equity).

(c) Robex and each of its subsidiaries have performed in all material respects all respective obligations required to be performed by them to date under the Robex Material Contracts and neither Robex nor any of its subsidiaries is in breach or default under any Robex Material Contract in any material respect, nor does there exist any condition that with the passage of time or the giving of notice or both would result in such a breach or default.

(d) Neither Robex nor any of its subsidiaries knows of, or has given or received any notice (whether written or oral) of, any breach or default under any Robex Material Contract nor, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under, any such Robex Material Contract by any other party to a Robex Material Contract.

C-21

(e) Neither Robex nor any of its subsidiaries has received any notice (whether written or oral), that any party to a Robex Material Contract intends to amend, cancel, terminate or otherwise modify or not renew its relationship with Robex or any of its subsidiaries, and, to the knowledge of Robex, no such action has been threatened.

34. Real Property and Personal Property.

(a) Robex and its subsidiaries have good title to, or valid leasehold interests in, all of their respective properties and assets, free and clear of all Liens (other than Permitted Liens).

(b) Robex and its subsidiaries enjoy peaceful and undisturbed possession under all leases, subleases, licenses or occupancy agreements for Robex Leased Real Property.

(c) Robex and its subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all personal or movable property leased by Robex or any of its subsidiaries as used, possessed and controlled by Robex or its subsidiaries, as applicable.

(d) Section 34(d) of the Robex Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of all property leased, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement (whether written or otherwise)) by Robex or any of its subsidiaries in connection with the operation of Robex’s or such subsidiary’s business as it is now being conducted that are material to Robex (collectively, including the improvements thereon, the “Robex Leased Real Property”).

(e) Robex or a subsidiary of Robex, as applicable, holds all Authorizations, easements, rights, interests and privileges necessary for the conduct of the business on property owned or leased by Robex or its subsidiaries (including under any Robex Mineral Rights).

(f) There are no pending or, to the knowledge of Robex, threatened proceedings to take all or any portion of any property owned or leased by Robex or its subsidiaries (including under any Robex Mineral Rights) or any interest therein by expropriation or any condemnation proceeding or any sale or disposition in lieu thereof.

(g) No Person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any real or immovable property owned or, to the knowledge of Robex, leased or otherwise held by Robex or its subsidiaries, or any part thereof or interest therein including any Robex Mineral Rights.

C-22

(h) To the knowledge of Robex, there are no disputes regarding boundaries, easements, covenants, rights or means to access or other matters relating to any property owned or, to the knowledge of Robex, leased by, Robex and its subsidiaries.

(i) To the knowledge of Robex, all required consents and approvals have been obtained in respect of any property leased or licenced by Robex and its subsidiaries and any alteration, extension or other improvement thereof.

(j) To the knowledge of Robex, no notice has been received by Robex and there is no order, declaration, recommendation or approved proposal of a public authority or Governmental Entity which would materially affect the use of any property owned or leased by Robex or its subsidiaries (including under any Robex Mineral Rights).

(k) To the knowledge of Robex, Robex will not have any residual liability in respect of any leasehold premises that it has assigned, whether or not the relevant lessor gave any release to Robex.

(l) To the knowledge of Robex, there is no material breach of, or material default under, any lease, agreement or covenant in relation to any property owned or leased by Robex or its subsidiaries (including under any Robex Mineral Rights) and the transactions contemplated by this Agreement will not trigger any such breach or default.

Title to Assets.

Robex and its subsidiaries own (with good and valid title) all of the properties, mining rights and assets (whether real, personal, immovable, movable or mixed and whether tangible or intangible) that they purport to own including all the properties and assets reflected as being owned by Robex or its subsidiaries in the Books and Records. Except for the Robex Leased Real Property, the personal property leased by Robex and its subsidiaries pursuant to the Robex Material Contracts, the Intellectual Property licensed to Robex and its subsidiaries, and as set forth in Section 35 of the Robex Disclosure Letter, no Person other than Robex or its subsidiaries owns any material property, mining rights or assets which are being used in the business of Robex or Robex's Material Subsidiaries.

Sufficiency of Assets.

The property and assets of Robex and its subsidiaries include all rights and property necessary to enable them to conduct their business after the Effective Time substantially in the same manner as it was conducted prior to the Effective Time.

No Options, etc. to Purchase Assets.

No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from Robex or any of its subsidiaries of any material assets of Robex or any of its subsidiaries (including any Robex Mineral Right or any portion thereof).

C-23

Interest in Robex Mineral Rights.

(a) All of Robex’s and its subsidiaries’ interests in any rights, titles and interests held in respect of mining claims, mining leases, mining concessions, exploration licenses, leases to mine minerals, surface deposit rights, other forms of mineral or land tenures, whether contractual, statutory or other, and other mining titles, granted, assigned, acquired or held by any Person at any time and from time to time that are material to Robex (collectively, the “Robex Mineral Rights”), are listed in Section 38(a) of the Robex Disclosure Letter. Other than the Robex Mineral Rights, neither Robex nor any of its subsidiaries own or has any interest in any other mining claims, mining leases, mining concessions and other mining titles. The Robex Mineral Rights are all the mineral rights that are required to operate the mineral exploration, development and mining business of Robex and its subsidiaries as currently being conducted.

(b) Except as set forth in Section 38(b) of the Robex Disclosure Letter, Robex, through its subsidiaries, is the sole registered and legal and beneficial owner (with good and valid title) of all right, title and interest in and to the Robex Mineral Rights, free and clear of any Lien (other than Permitted Liens). Neither Robex nor any of its subsidiaries (i) is party to any agreement to grant any Lien (other than Permitted Liens) over any of the Robex Mineral Rights, or (ii) have cancelled, waived, released or discontinued any material rights or claims under the Robex Mineral Rights.

(c) To the knowledge of Robex, the Robex Mineral Rights are in full force and effect, in good standing, not liable to be forfeited, cancelled, terminated, suspended or not renewed for any reason under applicable Laws and, to the knowledge of Robex, all work required to be performed and reports required to be filed in respect of Robex Mineral Rights by applicable Law have been performed and filed, all Taxes, royalties, rentals, rates, levies, fees, expenditures and other payments required to be made in respect thereof have been paid, incurred or complied with, all filings in respect thereof have been made and there is no material breach of any of the conditions of any of the Robex Mineral Rights. There are no adverse claims against or challenge to the title to or ownership of any Robex Mineral Rights.

(d) Except as set forth in Section 38(d) of the Robex Disclosure Letter, no Person other than Robex and its subsidiaries has any interest in Robex Mineral Rights or the production or profits therefrom or, other than Robex Royalty Agreements, any royalty or streaming interest in respect thereof or any right to acquire any such interest, except pursuant to applicable Laws and other than Permitted Liens.

(e) There are no back-in rights, earn-in rights, purchase options, rights of first offer, rights of first refusal or similar provisions, rights requiring Robex or any of its subsidiaries to share or make available the Robex Mineral Rights to any Person or rights which would adversely affect any interest of Robex and its subsidiaries in Robex Mineral Rights.

C-24

(f) There are no material restrictions on the ability of Robex or any of its subsidiaries to transfer, use or exploit Robex Mineral Rights, except pursuant to applicable Laws or the terms of Robex Mineral Rights.

(g) Robex is not aware of: (i) any surface rights held or purported to be held by any Person to occupy or otherwise use the surface of the land comprising the Robex Mineral Rights, or of any fact or condition which would result in the interference with or termination of Robex or any of Robex’s subsidiaries (as applicable) access to the land comprising the Robex Mineral Rights or of its surface rights necessary to explore and exploit the Robex Mineral Rights and to conduct all exploration and mining activities thereon, or (ii) any notice, charge, claim or action to which the Robex Mineral Rights is subject that has been taken or threatened by any Person which would in any way encumber, limit, restrict or cause interference, in any material respect, with any development or mining operations carried out in connection with any of the Robex Property.

(h) Neither Robex nor any of its subsidiaries have been threatened with or received any notice, whether written or oral, from any Governmental Entity or any third party of any revocation, expropriation, or challenge to ownership or intention to revoke, expropriate or challenge the ownership of Robex in any of the Robex Mineral Rights. As of the date hereof, Robex has submitted an application to the appropriate regulatory authority in Guinea for the conversion of the Mansounia exploration permits into Mansounia exploitation permits, which was confirmed as complete and compliant by the Guinean Minister of Mines on March 7, 2025. To the knowledge of Robex, neither Robex nor any of its subsidiaries have received notice, whether written or oral, from any Governmental Entity or any third party indicating that the Government of Guinea will not issue the Mansounia exploitation permit to Robex.

(i) Section 38(i) of the Robex Disclosure Letter sets forth a complete list of all Royalty Agreements to which Robex or any of its subsidiaries is a party or by which the Robex Mineral Rights are affected (the “Robex Royalty Agreements”). Other than the Robex Royalty Agreements, there are no Royalty Agreements to which Robex or any of its subsidiaries is a party or, to the knowledge of Robex, by which the Robex Mineral Rights are affected which continue to be in force. Robex has made available to Predictive true and complete copies of each Robex Royalty Agreement.

Mineral Resources and Reserves; Technical Report.

(a) The most recent estimated mineral resources and mineral reserves disclosed in the Robex Technical Reports and Robex Filings before the date of this Agreement have been prepared and disclosed in all material respects in accordance with accepted mining, engineering, geoscience and other approved industry practices and all applicable Laws, including the requirements of NI 43-101. The information provided by Robex to the Qualified Persons in connection with the preparation of such estimates was complete and accurate in all material respects at the time such information was furnished. Except for reductions arising in the ordinary course of mining operations, there has been no reduction in the aggregate amount of

C-25

estimated mineral resources or mineral reserves of Robex from the amounts disclosed in the Robex Technical Reports and Robex Filings.

(b) All material information regarding Robex’s properties, including drill results, technical reports and studies, that are required to be disclosed by Canadian Securities Laws, have been disclosed in the Robex Technical Reports and Robex Filings.

(c) Robex is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports required thereby, and to the knowledge of Robex there has been no change in mineral resources, mineral reserves or economic analysis disclosed in the Robex Technical Reports that constitutes a material change in relation to Robex that would require the filing of a new technical report under NI 43-101.

Operational Matters.

(a) All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect material assets of Robex or any of its subsidiaries and any of their joint ventures, have been: (A) duly paid, (B) duly performed, or (C) provided for prior to the date hereof; and

(b) All costs, expenses, and liabilities due and payable on or prior to the date hereof under the terms of any contracts and agreements to which Robex or any of its subsidiaries or any of their joint ventures is directly or indirectly bound, have in all material respects, been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.

Corrupt Practices Legislation.

There have been no violations or breaches of Anti-Corruption Laws by Robex or its subsidiaries or, to the knowledge of Robex, by any director, officer, agent, Employee of Robex or any of its subsidiaries or any other Person acting on behalf of Robex or any of its subsidiaries (collectively, “Robex Agents”), and Robex and its subsidiaries have implemented and maintain policies, standards, procedures and controls designed to ensure compliance by them and the Robex Agents with Anti-Corruption Laws, including measures for the detection, prevention and reporting of violations. In connection with this Agreement, neither Robex nor its subsidiaries nor, to the knowledge of Robex, any Robex Agent, directly or indirectly, has (prior to or upon entering this Agreement), given, made, offered or received, or will (until completion or termination of this Agreement, as applicable) give, make, offer or receive anything of value, including any payment (including a facilitation payment), gift, contribution, expenditure or other advantage (i) in violation of any applicable Law, including any Anti-Corruption Law, or (ii) to a Public Official with the intention of: (A) improperly influencing any act or decision of a Public Official, (B) inducing a Public Official to do or omit to do any act in violation of his lawful

C-26

duty, or (C) securing any improper advantage, in each case in order to obtain or retain business or any business advantage (such as, for example, securing any concession, permit, authorization, contract, or other agreement with any party). Neither Robex nor any of its subsidiaries is, has been, or is reasonably expected to become the subject of or a party to any proceeding, claim, action, or regulatory investigation related to any Anti-Corruption Laws and there are no circumstances reasonably likely to lead or give rise to any such proceeding, claim, action or investigation. For the purposes of this Section 41, “Public Official” includes any (a) officer, employee, or agent employed by, representing or acting on behalf of a (i) Governmental Entity or public international organization or any department, agency or instrumentality thereof, (ii) legislative, administrative or judicial office, or (iii) government owned or controlled enterprise, (b) political party or party official, or any candidate for any political office, (c) individual who holds or performs the duties of an appointment, office or position created by custom or convention, including (as applicable) any Indigenous community leader, (d) immediate family member, such as a parent, spouse, sibling, or child of a Person in anyone specified in (a), (b) or (c) above, or (e) Person who holds themselves out to be an authorized representative or intermediary of anyone specified in (a), (b), (c) or (d) above.

42. Compliance with Sanction Legislation.

(a) Neither Robex nor any of its subsidiaries nor, to the knowledge of Robex, any Robex Agent is, or is directly or indirectly owned or controlled by, an individual or entity that is currently a listed or designated entity (a “Sanctioned Person”) under:

(i) any sanction administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (including, but not limited to, designation as a “specially designated national,” “blocked person” or “foreign sanctions evaders” thereunder and sanctions pursuant to the U.S. Iran Sanctions Act of 1996, Public Law 104-172, as amended by the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010, Public Law 111-195) or the U.S. Departments of State and Commerce (“US Economic Sanctions”);

(ii) the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), the Freezing Assets of Corrupt Foreign Officials Act, Part II.1 of the Criminal Code, the United Nations Act, any regulation promulgated under the aforementioned legislation, or any other similar legislation administered by the Government of Canada (“Canadian Economic Sanctions”);

(iii) any similar legislation administered by or promulgated by the United Kingdom, the United Nations Security Council, the European Union or any of its member states, Australia, Singapore or any other relevant sanctions authority (“Other Economic Sanctions” and, collectively with Canadian Economic Sanctions and US Economic Sanctions, “Sanctions Laws”).

C-27

(b) Neither Robex nor any of its subsidiaries nor, to the knowledge of Robex, any Robex Agent is or ever has been, directly or indirectly, engaged in any conduct, dealings, or transactions that violate Sanctions Laws, including any applicable trade embargoes or export control regulations.

(c) Neither Robex nor any of its subsidiaries nor, to the knowledge of Robex, any Robex Agent is or has been, directly or indirectly:

(i) dealing in the property owned, controlled, or held by a Sanctioned Person;
(ii) providing financial or related services to a Sanctioned Person; or
(iii) engaged in any other dealing or transaction with a Sanctioned Person.

(d) Neither Robex nor any of its subsidiaries is located, organized or resident within, or doing business or operating from a country or territory that is, or whose government is, the subject of Sanctions Laws which would prohibit a Person or entity resident in or a national of Canada, the United States, the United Kingdom, Australia, Singapore, or the European Union from doing business with or in that jurisdiction (for example, and without limiting the foregoing, the Crimea Region of Ukraine).

(e) Neither Robex nor any of its subsidiaries nor, to the knowledge of Robex, any Robex Agent has received notice of or has knowledge of any claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any relevant Governmental Entity.

Intellectual Property; Privacy; Data Protection; Cybersecurity.

(a) Robex or one of its subsidiaries is the sole and exclusive legal and beneficial owner of all right, title and interest in and to the Intellectual Property owned or purported to be owned by Robex or one of its subsidiaries and Robex and its subsidiaries have a valid and enforceable right to use all Intellectual Property that is material to Robex's business.

(b) There are no actions (including any opposition, cancellation, revocation, review, or other proceeding), whether settled, pending, or to the knowledge of Robex or its subsidiaries threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, or other violation by Robex or any of its subsidiaries of the Intellectual Property of any Person, (ii) challenging the validity, enforceability, registrability, patentability or ownership of any Intellectual Property owned or purported to be owned by Robex or any of its subsidiaries or Robex's or any of its subsidiaries' right, title or interest in or to any Intellectual Property owned or purported to be owned by Robex or any of its subsidiaries, or (iii) by Robex or any of its subsidiaries alleging any infringement, misappropriation, or other violation by any Person of the Intellectual Property owned or purported to be owned by Robex or any of its subsidiaries. Robex is not

C-28

aware of any facts or circumstances that could reasonably be expected to give rise to any such action.

(c) Robex and its subsidiaries have established commercially reasonable physical, technological and operational measures consistent with industry practice to protect the security and integrity of their information technology systems, their proprietary and/or confidential information, and Personal Information in their custody or control, including without limitation firewalls, antivirus protection, security information and event management system, intrusion detection and prevention system, employee security training, maintenance of reliable and tested backups, patch management protocols and governance structures on security.

(d) Robex and its subsidiaries have established reasonable governance structures consistent with industry practice to comply with their obligations under Privacy Laws including without limitation the obligations to: limit collection, use or disclosure of Personal Information for appropriate purposes; obtain valid consent for collection, use or disclosure of Personal Information; limit collection, use or disclosure of Personal Information to those purposes disclosed to data subjects at the time of collection; limit retention of Personal Information to the period of time required to meet the designated purpose; and impose reasonable restrictions on third parties which have access to Personal Information in the custody or control of Robex or its subsidiaries.

(e) Robex and its subsidiaries have complied in all material respects with Privacy Laws and their own governance structures, and there is no set of facts or circumstances known to Robex or any of its subsidiaries that (i) has required, requires or could require Robex or any of its subsidiaries to provide data breach notification under Privacy Laws, (ii) could reasonably be expected to give rise to claims against them by data subjects regarding Personal Information or related to Privacy Laws, or (iii) could reasonably be expected to give rise to investigation, inquiry, directions, orders or penalties against them under Privacy Laws.

(f) Neither Robex nor its subsidiaries have experienced any material loss, damage, or unauthorized access, disclosure, use or breach of security of any Personal Information in their possession, custody or control, or otherwise held or processed on their behalf.

Brokers; Expenses.

Except as set out in Section 44 of the Robex Disclosure Letter, none of Robex, any of its subsidiaries or any of their respective officers, directors or Employees has employed any broker, finder, investment banker, financial advisor or other Person or incurred any liability for any brokerage fees, commissions, finder's fees, financial advisory fees or other similar fees in connection with the transactions contemplated by this Agreement.

Opinions of Financial Advisors.

As of the date hereof:

C-29

(a) the Robex Special Committee and the Robex Board have received the Fairness Opinions and the Robex Fairness Opinions have not been withdrawn or modified; and

(b) Robex has been authorized by each of Canaccord Genuity Inc. and Cormark Securities Inc., as applicable, to permit inclusion of the Robex Fairness Opinions and references thereto in the Robex Circular.

Special Committee and Board Approval.

The Robex Special Committee, at a meeting duly called and held, has unanimously upon consultation with legal and financial advisors determined that the Arrangement is fair to the Robex Shareholders and is in the best interests of Robex and unanimously determined to recommend approval of this Agreement and the Arrangement to the Robex Board and that the Robex Board recommend that the Robex Shareholders vote in favour of the Arrangement Resolution. The Robex Board, at a meeting duly called and held, upon consultation with legal and financial advisors, has determined that the Arrangement is fair to the Robex Shareholders and is in the best interests of Robex, has approved the execution and delivery of this Agreement and the transactions contemplated by this Agreement and has resolved to recommend that the Robex Shareholders vote in favour of the Arrangement Resolution. Each Robex Supporting Shareholder has agreed that the news release announcing the execution of this Agreement may so state that such Robex Supporting Shareholders have signed a Robex Voting Agreement pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote all of their Robex Shares in favour of the Arrangement Resolution.

Collateral Benefits.

Except as disclosed in Section 47 of the Robex Disclosure Letter, no related party of Robex (within the meaning of MI 61-101) together with its associated entities, beneficially owns or exercises control or direction over 1% or more of the outstanding Robex Shares, except for related parties who will not receive a "collateral benefit" (within the meaning of such instrument) as a consequence of the transactions contemplated by this Agreement.

C-30

SCHEDULE “D”
REPRESENTATIONS AND WARRANTIES OF PREDICTIVE AND ACQUIRECO

Organization.

(a) Predictive is a corporation duly incorporated, validly existing and in good standing under the laws of Australia, and has all necessary corporate power and capacity to own its property and assets as now owned and to carry on its business as it is presently being conducted. Predictive is duly registered, qualified or licensed to do its business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business makes such registration, qualification or licensing necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

(b) Predictive has made available to Robex complete and correct copies of the Constating Documents of Predictive. Copies of such Constating Documents are accurate and complete and have not been amended or superseded and no steps or proceedings have been taken or are pending or contemplated to amend, supplement or cancel such Constating Documents. Predictive is not in material default of the performance, observance or fulfillment of any of the provisions of its Constating Documents. Predictive has made available to Robex true, complete and correct copies of the minutes of, and resolutions approved and adopted at, all meetings of the Predictive Board held since January 1, 2023.

Authorization; Validity of Agreement.

Each of Predictive and Acquireco has all necessary corporate power and authority to execute and deliver this Agreement. The execution, delivery and performance by Predictive and Acquireco of this Agreement, the Arrangement and the agreements and other documents to be entered into by each of them hereunder and the consummation by Predictive and Acquireco of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the Predictive Board and the Acquireco board of directors, and no other corporate proceeding on the part of Predictive or Acquireco is necessary in connection therewith to consummate the transactions contemplated hereunder and thereunder.

Execution and Binding Obligations.

This Agreement has been duly and validly executed and delivered by Predictive and Acquireco and, assuming due and valid authorization, execution and delivery of this Agreement by Robex, is a valid and binding obligation of Predictive and Acquireco enforceable against Predictive and Acquireco in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

Consents and Approvals; No Violations.

The execution and delivery by each of Predictive and Acquireco of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not

D-1

and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(a) violate, conflict with or result in a breach of:

(i) any provision of the Constating Documents of Predictive, Acquireco or any of their subsidiaries;

(ii) any Material Contract to which Predictive, Acquireco or any of their subsidiaries are a party or by which Predictive, Acquireco or any of their subsidiaries are bound, or any material Lease or material Authorization held by Predictive, Acquireco or any of their subsidiaries;

(iii) assuming satisfaction of, or compliance with, the matters set out in Section 5 of this Schedule "D", and receipt of the authorizations, licenses, permits, certificates, registrations, consents or approvals referred to therein, any Law to which Predictive, Acquireco or any of their subsidiaries, or their properties or assets, are subject or by which Predictive, Acquireco or any of their subsidiaries is bound in any material respects;

(b) except as disclosed in Section 4(b) of the Predictive Disclosure Letter, give rise to any right of termination or cause or permit the termination, cancellation, event of default, cash cover requirement (each however described) or other change of any right or obligation or the loss of any benefit to which Predictive or its subsidiaries is entitled, under any Material Contract to which Predictive or any of its subsidiaries are a party or any material Authorization held by Predictive or any of its subsidiaries; or

(c) except as disclosed in Section 4(c) of the Predictive Disclosure Letter, trigger any change of control provision or any other restriction or limitation, or require any consent or approval to be obtained by any Person under, any Material Contract to which Predictive, Acquireco or any of their subsidiaries are a party or material Authorization held by Predictive, Acquireco or any of their subsidiaries, or result in the suspension or material adverse alteration in the terms of any material Authorization held by Predictive, Acquireco or any of their subsidiaries or in the creation of any Lien (other than Permitted Liens) upon any of Predictive's, Acquireco's or any of their subsidiaries' properties or material assets.

Required Approvals.

The execution, delivery and performance by each of Predictive and Acquireco of their obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or Regulatory Approval, or any other action by or in respect of, or filing with, or notification to, any Governmental Entity by Predictive or Acquireco other than:

(a) the Key Regulatory Approvals;

(b) the actions, filings, notifications, Authorizations or Regulatory Approvals described in Sections 6.1(f), 6.1(g), 6.1(h) and 6.1(i) of this Agreement; and

D-2

(c) any other Authorization or Regulatory Approval which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not, individually or in the aggregate, have a Material Adverse Effect.

6. Subsidiaries.

(a) All of Predictive’s subsidiaries, or equity interests (whether registered or beneficial) in any Person that are material to Predictive, are set forth in Section 6(a) of the Predictive Disclosure Letter. The following information with respect to each of Predictive’s material subsidiaries (“Predictive’s Material Subsidiaries”) is accurately set out in Section 6(a) of the Predictive Disclosure Letter: (A) its name, (B) the number, type or percentage of equity interests held by Predictive or one of Predictive’s Material Subsidiaries and the registered holders thereof, and (C) its jurisdiction of incorporation, organization or formation. Except as set forth in Section 6(a) of the Predictive Disclosure Letter, Predictive does not otherwise own, directly or indirectly, any share capital or capital stock or other equity securities of any Person or have any direct or indirect equity or ownership interest in any business that is material to Predictive.

(b) Each subsidiary of Predictive is duly incorporated and is validly existing under the Laws of its jurisdiction of incorporation and has the corporate power and authority to own its assets and conduct its business as now owned and conducted. Each subsidiary of Predictive is duly qualified to carry on business in each jurisdiction in which its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities make such qualification necessary.

(c) Except as set forth in Section 6(c) of the Predictive Disclosure Letter, Predictive is, directly or indirectly, the registered and beneficial owner of all of the issued and outstanding securities of each of Predictive’s Material Subsidiaries, free and clear of all Liens (other than Permitted Liens), and all such securities have been duly and validly authorized and issued, are fully paid, and if the subsidiary is a company or corporation, are non-assessable. No such securities have been issued in violation of any Law or preemptive or similar rights.

(d) True and complete copies of the Constating Documents of each of Predictive’s Material Subsidiaries have been made available to Robex, and no action has been taken to amend or supersede such documents.

7. Compliance with Laws and Constating Documents.

(a) The operations of Predictive and Predictive’s subsidiaries have been since January 1, 2023, and are now being, conducted in material compliance with all Laws applicable to the operations of the Predictive and Predictive’s subsidiaries, and neither Predictive nor any of Predictive’s subsidiaries has received any notice of any alleged violation of any such Laws, other than non-compliance or violations which have not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(b) Neither Predictive nor any of Predictive’s subsidiaries is in conflict with, or in default under or in violation of its Constating Documents in any material respect.

D-3

Authorizations.

(a) Except as set forth in Section 8(a) of the Predictive Disclosure Letter, each of Predictive and Predictive’s Material Subsidiaries are duly qualified, licensed or registered and hold all Authorizations, including the Predictive Mineral Rights, required to carry on its business related to the Predictive Material Property, including the Predictive Mining Operations, as now conducted in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or operated by it, or the nature of its activities make such qualification, license, registration or holding of the Authorizations necessary, except where failure to be so qualified, licensed or registered or to possess such Authorizations (i) has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, and (ii) would not reasonably be expected to prevent, delay or impede the consummation of the transactions contemplated by this Agreement. All such Authorizations of Predictive and Predictive’s Material Subsidiaries are in full force and effect in accordance with their terms, and Predictive and Predictive’s Material Subsidiaries have in all material respects since January 1, 2023 complied with, and are in compliance with, all such Authorizations; there is no action, investigation or proceeding pending or, to the knowledge of Predictive, threatened, regarding any such Authorization; and neither Predictive nor any of its subsidiaries or, any of their respective officers or directors has received any notice, whether written or oral, of breach, revocation, cancellation, forfeiture, suspension or non-renewal or material amendments of any such Authorizations, or of any intention of any Person to revoke, cancel, forfeit, suspend or refuse to renew or to materially amend any of such Authorizations and all such Authorizations continue to be effective in order for Predictive and Predictive’s Material Subsidiaries to continue to conduct their respective businesses as they are currently being conducted. All Authorizations of Predictive and its subsidiaries not related to the Predictive Material Property are in full force and effect in accordance with their terms, and Predictive and its subsidiaries have in all material respects since January 1, 2023 complied with, and are in compliance with, all such Authorizations; there is no action, investigation or proceeding pending or, to the knowledge of Predictive, threatened, regarding any such Authorization; and neither Predictive nor any of its subsidiaries or, any of their respective officers or directors has received any notice, whether written or oral, of breach, revocation, cancellation, forfeiture, suspension or non-renewal or material amendments of any such Authorizations, or of any intention of any Person to revoke, cancel, forfeit, suspend or refuse to renew or to materially amend any of such Authorizations and all such Authorizations continue to be effective in order for Predictive and its subsidiaries to continue to conduct their respective businesses as they are currently being conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of Predictive, no Person other than Predictive or a subsidiary thereof owns or has any proprietary, financial or other interest (direct or indirect) in any such Authorizations.

Capitalization.

(a) As of the close of business on the Business Day prior to the date of this Agreement, there were (A) 2,622,467,936 fully paid Predictive Shares issued and outstanding, (B) 31,968,750 Predictive Options outstanding, and (C) 73,880,000 Predictive PRs, and there are no other securities of Predictive issued and outstanding at the date of this Agreement. All outstanding Predictive Shares have been, and all Predictive Shares

D-4

D-5
Shareholders’ and Similar Agreements.

issuable upon the exercise, vesting, settlement or conversion of rights under the Predictive Options and Predictive PRs in accordance with their terms (including, in the case of Predictive Options, the receipt of Predictive of the exercise price thereof) will be duly authorized in accordance with the respective terms thereof, validly issued, fully paid and non-assessable.

(b) There is no Voting Debt of Predictive or any of its subsidiaries issued and outstanding.

(c) Except for the outstanding Predictive Options and Predictive PRs set out in Section 9(a) and other than as disclosed in Section 9(c) of the Predictive Disclosure Letter, (A) there are no existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, restricted share awards, restricted share unit awards, agreements, arrangements, understandings or commitments of any kind relating to the issued or unissued shares of, or other equity interests in, Predictive or any of its subsidiaries obligating Predictive or such subsidiary to issue, transfer, register or sell or cause to be issued, transferred, registered or sold any shares of capital stock or Voting Debt of, or other equity interest in, Predictive or such subsidiary or securities convertible into or exchangeable for such shares or equity interests or other securities, (B) there are no outstanding agreements, arrangements, understandings or commitments of Predictive or any of its subsidiaries to repurchase, redeem or otherwise acquire any Predictive Shares or any shares of a subsidiary or qualify securities for public distribution in Australia or elsewhere, or with respect to the voting or disposition of any securities of Predictive or any of its subsidiaries (including shareholder or voting trust agreements), (C) there are no outstanding agreements or binding commitments of Predictive or any of its subsidiaries requiring it to provide any amount of funds or to make any investment (in the form of a loan, capital contribution or otherwise) in any Person, and (D) there are no outstanding or authorized share appreciation, phantom share, restricted share units, performance-based awards, profit participation or other similar rights with respect to Predictive or any of its subsidiaries.

(d) Section 9(d) of the Predictive Disclosure Letter sets forth, with respect to the Predictive Options and Predictive PRs outstanding as of the close of business on the Business Day prior to the date of this Agreement, (A) the holder of the Predictive Options and Predictive PRs, (B) the number of Predictive Shares issuable therefor, (C) the purchase price payable therefor upon the exercise of each such Predictive Option or Predictive PR, if any, and (D) the date on which such Predictive Option or Predictive PR was granted. All grants of Predictive Options and Predictive PRs were validly issued and properly approved by the Predictive Board (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Laws.

(e) Predictive has made available to Robex complete and correct copies of the Predictive Incentive Plan.

(f) The Predictive Incentive Plan and the grants of Predictive Shares, Predictive PRs and Predictive Options thereunder have been recorded on Predictive’s financial statements in accordance with AIFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practices.

Predictive is not party to any unanimous shareholders agreement, shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of Predictive or any of its subsidiaries or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in Predictive or any of its subsidiaries and Predictive has not entered into or adopted a shareholder rights plan, poison pill or any other similar plan or agreement.

11. Securities Laws Matters.

(a) Predictive is an Australian listed public company and the Predictive Shares are quoted for trading on the ASX (under the symbol “PDI”). Predictive is not subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction other than Australia. None of Predictive’s subsidiaries are subject to any continuous or periodic, or other disclosure requirements under any Securities Laws in any jurisdiction. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of Predictive is pending, in effect or, to the knowledge of Predictive, has been threatened, or is expected to be implemented or undertaken, and Predictive is not currently subject to any (formal or informal) review, enquiry, investigation or other proceeding relating to any such order or restriction.

(b) Predictive is in compliance, in all material respects, with all applicable Securities Laws and the ASX Listing Rules, and there are no current, pending or, to the knowledge of Predictive, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non-compliance by Predictive with any Securities Laws or the ASX Listing Rules.

(c) Predictive has, since January 1, 2023, timely filed all documents that Predictive is required to file under applicable Securities Laws and the ASX Listing Rules. Except as set forth in Section 11(c) of the Predictive Disclosure Letter, each of the Predictive Filings at the time filed or, if amended, as of the date of such amendment, complied in all material respects with the requirements of applicable Securities Laws and the ASX Listing Rules and did not contain any misrepresentation. Any amendments to Predictive Filings required to be made have been filed on a timely basis with the applicable Securities Authority or the Exchange. Predictive has not made any confidential filings with any Securities Authority which at the date hereof remains confidential or any other confidential filings (including redacted filings) filed or furnished, as applicable, to any Securities Authority.

(d) There are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the Predictive Filings and, to the knowledge of Predictive, neither Predictive nor any of its filings is the subject of an ongoing audit, review, comment or investigation by any Securities Authority or the ASX.

(e) Predictive is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act. Predictive is not registered or required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended. Predictive has no class of securities outstanding that is or is required to be registered under Section 12 of the U.S. Exchange Act or that is subject to the reporting requirements of Section 13 of 15(d) of the U.S. Exchange Act. Neither

D-6

Predictive nor any of its predecessors is or has ever been subject to an order pursuant to Section 12(j) of the U.S. Exchange Act.

12. Financial Statements.

(a) The Predictive Financial Statements (including, in each case, any of the notes or schedules thereto and, if applicable, the auditor’s report thereon) and all financial statements of Predictive (including any notes or schedules thereto) which are filed pursuant to the ASX Listing Rules and with ASIC in respect of any subsequent periods prior to the Effective Date: (i) have been or will be, as the case may be, prepared in accordance with AIFRS applied on a basis consistent with prior periods and all applicable Laws and accounting requirements in Australia, and (ii) present or will present, as the case may be, fairly, in all material respects, the financial position of Predictive and its subsidiaries on a consolidated basis as at the respective dates thereof and the revenues, results of operations, changes in shareholders’ equity and cash flow of Predictive and its subsidiaries on a consolidated basis for the periods covered thereby (except as may be indicated in the notes to such financial statements). Predictive does not intend to correct or restate, nor, to the knowledge of Predictive, is there any basis for any correction or restatement of, any of the Predictive Financial Statements.

(b) There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Predictive or any of its subsidiaries with unconsolidated entities or other Persons which are not reflected in the Predictive Financial Statements.

(i) have been maintained, in all material respects, in accordance with AIFRS on a basis consistent with prior years;

(ii) accurately and fairly reflect the basis for Predictive’s financial statements as at the relevant time in all material respects.

(d) Predictive has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by Predictive in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Predictive in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to Predictive’s management, as applicable, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Predictive has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with AIFRS.

(e) None of Predictive, any subsidiary of Predictive or, to the knowledge of Predictive, any director, officer, Employee, auditor, accountant or representative of Predictive or any

D-7

of Predictive's subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Predictive or any subsidiary of Predictive or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Predictive or any subsidiary of Predictive has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit & risk committee of the Predictive Board.

(f) There are no outstanding loans made by Predictive to any director, officer or Employee of Predictive.

(g) Section 12(g) of the Predictive Disclosure Letter sets forth a complete and accurate list of all material intercompany indebtedness between and among Predictive and its subsidiaries. Copies of all agreements evidencing such indebtedness have been provided in the Predictive Data Room.

No Undisclosed Liabilities.

Except for liabilities and obligations (i) reflected or to the extent reserved against on the Predictive Financial Statements or (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2024 or in connection with the transactions contemplated by this Agreement and which would not reasonably be expected to have a Material Adverse Effect, neither Predictive nor any of its subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent, absolute or otherwise and whether or not required to be disclosed in the liabilities column of a balance sheet prepared in accordance with AIFRS.

No Hedging.

Except as set forth in Section 14 of the Predictive Disclosure Letter, neither Predictive nor any of its subsidiaries will, on the date of this Agreement, have any foreign currency or commodity hedging arrangements in effect. Neither Predictive nor any of its subsidiaries have any material obligations or liabilities, direct or indirect, vested or contingent in respect of any streaming transactions, rate swap transactions, basis swaps, forward rate transactions, commodity swap, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cross-currency rate swap transactions or currency options or other similar transactions (including any option with respect to any such transactions) or any combination of such transactions.

[Intentionally deleted]
Environmental Matters.

(a) Predictive and each of its subsidiaries have in the past five (5) years been and the business of Predictive and its subsidiaries and the assets of Predictive and its subsidiaries are (and have in the past five (5) years been carried on, as applicable), in compliance with all applicable Environmental Laws in all material respects, and, to the knowledge of Predictive, there are no facts or circumstances that could reasonably be

D-8

expected to result in a material breach of any Environmental Laws by Predictive or its subsidiaries.

(b) All material Authorizations issued or required pursuant to Environmental Laws necessary to operate the business of Predictive and its subsidiaries as currently being conducted:

(i) have been obtained;
(ii) are in full force and effect;
(iii) are being complied with in all material respects; and
(iv) are not being appealed by any Person and, to the knowledge of Predictive, no proceeding is threatened, and no grounds exist that could reasonably be expected to result in revocation or limitation of any Authorization issued pursuant to Environmental Laws.

(c) To the knowledge of Predictive, there are no Hazardous Substances present on or at any Predictive Property except in such quantities and stored in such a manner as is allowed by an Environmental Law applicable to the business.

(d) Except as set forth in Section 16(d) of the Predictive Disclosure Letter, there has been no Release, nor, to the knowledge of Predictive, are there any conditions or circumstances that could reasonably be expected to give rise to a Release, of any Hazardous Substance at, on or under any property owned, leased, controlled or operated by Predictive or its subsidiaries (including under any Predictive Mineral Rights) that could reasonably be expected to result in liability under Environmental Laws on the part of Predictive or its subsidiaries.

(e) In the past five (5) years, neither Predictive nor any subsidiary of Predictive has:

(i) been convicted of an offence or been subjected to any Order, judgment, injunction or other proceeding or been fined or otherwise sentenced for non-compliance with any Environmental Laws, and no such Person has settled any prosecution short of conviction in connection therewith;
(ii) received nor been threatened with any written notice, complaint, citation, summons or order of any alleged non-compliance in respect of, or any potential liability under any Environmental Law that remains outstanding or unresolved; or
(iii) been required by any Governmental Entity to conduct a cessation of activities at, a change of use, a closure, an environmental rehabilitation or an environmental remediation of, any property owned or leased by Predictive or its subsidiaries (including under any Predictive Mineral Rights).

(f) Except pursuant to any customary indemnities in any Lease or pursuant to any Material Contract listed in Section 29(a) of the Predictive Disclosure Letter, neither Predictive nor its subsidiaries has agreed by Contract or otherwise (including any order or consent

D-9

agreement) to indemnify or hold harmless any Person for any liability pursuant to Environmental Laws.

(g) To the knowledge of Predictive, no event has occurred which may reasonably be expected to require Predictive or any of its subsidiaries to carry out any work or pay any money in relation to any Predictive Property in order to ensure that the Predictive Property can be used in compliance with applicable Environmental Law in the manner it is being used as at the date of this Agreement.

(h) There is:

(i) other than the applicable closure and remediation management plans required by Law and as reflected in the Predictive Financial Statements or the Predictive Budget, and other than routine plans or policies required under Environmental Laws and Authorizations for routine operations, no material plan or policy which has been or is required to be prepared in relation to any Predictive Property under any Environmental Law applicable to the business; and

(ii) other than as required by applicable closure and remediation management plans required by Law, to the knowledge of Predictive, nothing in, on or under any Predictive Property (including but not limited to underground tanks and associated piping) that requires notification to any Governmental Entity or could reasonably be expected to entitle any Governmental Entity to require monitoring, closure, clean up or remediation under any Environmental Law applicable to the business.

(i) Predictive and its subsidiaries have, or caused to be, provided all financial assurance to applicable Governmental Entities, required under Environmental Laws relating to the Predictive Property and to conduct the business of Predictive and its subsidiaries and have not, in the past five (5) years, received any request or other communication from any Governmental Entity indicating that additional financial assurance may be required in relation to any Predictive Property.

(j) No Predictive Property is the subject of any charge in favour of any Governmental Entity as security for the cleaning up of the Predictive Property or other costs under any Environmental Law.

(k) To the knowledge of Predictive, there are no material environmental issues relating to past activities on, or in relation to, the Predictive Mineral Rights requiring remedial action which has not been completed as required by Environmental Law or which is not contemplated by applicable closure and remediation management plans required by Law.

Local Communities.

Neither Predictive nor any subsidiary of Predictive, nor any Person acting on behalf of Predictive or a subsidiary of Predictive, is a party to any Contract with any Indigenous or other local communities, nor are they currently in discussions or negotiations with any Indigenous or other local community with respect to entering into any such Contract.

D-10

NGOs and Community Groups.

No authorized legal representative of any community in the vicinity of any of the Predictive Property has communicated in writing to Predictive or any of its subsidiaries, or their respective Representatives, a requirement that (i) the consent of such community be obtained as a condition to continued operation of any such properties, or (ii) a material increase in the compensation payments by Predictive or any of its subsidiaries under any community development or social framework or similar agreements as a condition to continued operation of any such properties. No material dispute between Predictive or any of its subsidiaries and any non-governmental organization, community, or community group exists or, to the knowledge of Predictive, is threatened or imminent with respect to any of the Predictive Property or operations of Predictive or its subsidiaries. Predictive has provided Robex and its Representatives with full and complete access to all material correspondence received by Predictive, its subsidiaries or their Representatives from any non-governmental organization, community or community group.

Employment Matters.

(a) To the knowledge of Predictive, each Independent Contractor of Predictive or any of its subsidiaries has been properly classified as an independent contractor by Predictive or such subsidiary, as applicable, and neither Predictive nor any of its subsidiaries has received any notice from any Person (including any Governmental Entity) disputing such classification, and Predictive and its subsidiaries have otherwise complied in all material respects with all obligations pursuant to the engagement of Independent Contractors.

(b) To the knowledge of Predictive, each Casual Employee of Predictive who is in Australia has been properly classified as a Casual Employee and neither Predictive nor any of its subsidiaries has received any notice from any Person (including any Governmental Entity) disputing such classification, and Predictive and its subsidiaries have otherwise complied in all material respects with all obligations pursuant to the engagement of Casual Employees.

(c) No Employee or Independent Contractor of Predictive of any of its subsidiaries has been given notice of dismissal or termination by Predictive or any of its subsidiaries, has given notice resigning from employment with Predictive or any of its subsidiaries or terminating a contractor agreement with Predictive or any of its subsidiaries or, to the knowledge of Predictive, has otherwise indicated an intention to terminate an employment or contractor engagement with Predictive or any of its subsidiaries, or has been placed on gardening leave or any equivalent arrangement, in each case in anticipation, and as a result, of the performance of this Agreement and the consummation of the Arrangement.

(d) Except as set forth in Section 19(d) of the Predictive Disclosure Letter, the execution, delivery and performance of this Agreement and the consummation of the Arrangement will not (A) result in any payment or other entitlement (including bonus, change of control payment, retention, retirement, severance or other benefit) becoming due or payable or to be provided to any current or former director, officer, Employee, consultant or Independent Contractor of Predictive or any of its subsidiaries, including under any Predictive Benefit Plan, (B) accelerate the vesting or provision or increase

D-11

the salary, compensation (in any form) or benefits otherwise payable to or to be provided to any current or former director, officer, Employee, consultant or Independent Contractor of Predictive or any of its subsidiaries, including under any Predictive Benefit Plan, (C) entitle the recipient of any payment or benefit to receive any "gross up" payment for any income or other Taxes that might be owed with respect to such payment or benefit payments, or (D) result in the triggering or imposition of any restrictions or limitations on the rights of Predictive or any of its subsidiaries to amend or terminate any Predictive Benefit Plan.

(e) Neither Predictive nor any of its subsidiaries is subject to any current, pending or, to the knowledge of Predictive, threatened claim, complaint or proceeding for wrongful dismissal, constructive dismissal, discrimination or retaliation, or any other claim relating to termination of employment of any current or former Employee, Independent Contractor or consultant.

(f) Neither Predictive nor any of Predictive's subsidiaries (A) is a party to or bound by any Collective Agreement nor is any future Collective Agreement currently being negotiated or (B) is subject to any application for certification or any apparent or, to the knowledge of Predictive, threatened union-organizing campaigns and no trade union, council of trade unions, Employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any Employee or Independent Contractor of Predictive or any of its subsidiaries in their capacity as such by way of certification, interim certification, voluntary recognition or succession rights. There is no labour strike, dispute, work slowdown or stoppage, picketing, hand-billing or boycotts pending or involving, or to the knowledge of Predictive threatened against Predictive or any of Predictive's subsidiaries and no such event has occurred within the last three (3) years.

(g) Predictive and its subsidiaries have been in the past three (3) years, and are, in compliance in all material respects with all terms and conditions of employment and all applicable Laws with respect to employment and labour, including but not limited to Modern Award coverage and compliance, employment and labour standards, occupational health and safety, workers' compensation, human rights, immigration, Tax withholding, labour relations, privacy, accessibility, classification of workers, pay equity, and wage and hour Laws, and there are no current, pending, or to the knowledge of Predictive, threatened Proceedings with respect to any such Laws.

(h) Predictive and its subsidiaries have not in the past three (3) years, and are not, engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of Predictive, threatened against Predictive or any of its subsidiaries.

(i) All amounts due or accrued due for all salary, wages, overtime, bonuses, commissions, vacation (or leave) with pay, sick days, termination and severance pay and benefits under Predictive Benefit Plans and other similar accruals have either been paid, or are accurately reflected, or sufficient provision has been made, in the Books and Records of Predictive or of its applicable subsidiary.

(j) Predictive and each of its subsidiaries are registered for and in good standing with workers' compensation coverage if and as required by applicable Law. There are no

D-12

material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by Predictive or any of its subsidiaries pursuant to any workplace safety and insurance legislation and neither Predictive nor any of its subsidiaries has been reassessed in any material respect under such legislation during the past three (3) years and, to the knowledge of Predictive, no audit of Predictive or any of its subsidiaries is currently being performed pursuant to any applicable workplace safety and insurance legislation.

(k) There are no material claims or charges pending under applicable OHSA legislation related to Predictive or any of its subsidiaries. Predictive and each of its subsidiaries has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

(m) Within the past three (3) years, with respect to each allegation or claim related to workplace harassment (including sexual harassment) of which Predictive or any of its subsidiaries has received notice, Predictive and each of its subsidiaries, as applicable, has investigated such allegation or claim in accordance in all material respects with its obligations under applicable Law and, for each such substantiated allegation or claim, taken prompt corrective action that is reasonably calculated to prevent further workplace harassment (including sexual harassment). Predictive and its subsidiaries do not reasonably expect any material liability with respect to any such allegations or claims.

Absence of Certain Changes or Events.

Except as specifically contemplated by this Agreement or as disclosed in the Predictive Filings, since December 31, 2024, (i) Predictive and Predictive’s subsidiaries have conducted their business in the ordinary course of business consistent with past practice, and (ii) there has not been any event, circumstance or occurrence which has had, or is reasonably likely to give rise to, a Material Adverse Effect.

Litigation; Orders.

(a) There is no suit, claim, action, charge, investigation, inquiry, including arbitration proceeding, alternative dispute resolution proceeding, other Proceeding or investigation that has been commenced or, to the knowledge of Predictive, threatened against or naming as a party thereto Predictive or any subsidiary of Predictive or any of their respective property or assets or any of their respective current or former directors, officers or Employees (in their capacities as such) that:

(i) has been, or would reasonably be expected, individually or in the aggregate, to give rise to a Material Adverse Effect;

(ii) could be or is being prosecuted as a criminal offence; or

D-13

(iii) has impaired, or would reasonably be expected, individually or in the aggregate, to impair, in any material respect, the ability of Predictive to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement.

(b) No Order is outstanding against Predictive, any of Predictive’s subsidiaries or any of their respective properties or assets that:

(i) has been, or would reasonably be expected, individually or in the aggregate, to give rise to a Material Adverse Effect; or

(ii) has impaired, or would reasonably be expected, individually or in the aggregate to impair, in any material respect, the ability of Predictive to perform its obligations under this Agreement or to consummate the Arrangement, or prevent or materially delay the consummation of any of the Arrangement and the other transactions contemplated by this Agreement.

(c) As of the date hereof, Predictive and Predictive’s subsidiaries do not have any Proceeding, or investigation pending against any other Person.

(d) There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Predictive, threatened against or relating to Predictive or its subsidiaries before any Governmental Entity.

Taxes.

(a) Each of Predictive and Predictive’s subsidiaries has duly and in a timely manner filed all Tax Returns required to be filed by it with the appropriate Governmental Entity, and all such Tax Returns were complete and correct in all material respects. Neither Predictive nor any of Predictive’s subsidiaries is currently a beneficiary of any extension of time within which to file any Tax Return other than extensions that are automatically granted.

(b) Predictive and each of Predictive’s subsidiaries has paid all material Taxes, including instalments required by applicable Law on account of Taxes for the current year, which are due and payable by it (whether or not assessed by the appropriate Governmental Entity), and Predictive has provided adequate accruals in accordance with AIFRS in the most recently published financial statements of Predictive for any Taxes of Predictive and each of Predictive’s subsidiaries that have not been paid with respect to the period covered by such financial statements whether or not shown as being due on any Tax Returns. No liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business.

(c) Each of Predictive and Predictive’s subsidiaries has, in all material respects, duly and timely withheld all Taxes required by Law to be withheld by it (including Taxes required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the benefit of any Person) and has, in all material respects,

D-14

duly and timely remitted to the appropriate Governmental Entity such Taxes or other amounts required by Law to be remitted by it.

(d) Each of Predictive and Predictive’s subsidiaries has, in all material respects, duly and timely collected all amounts on account of any sales, use or transfer Taxes, including without limitation goods and services, harmonized sales, provincial and territorial sales taxes and state and local taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity such amounts required by Law to be remitted by it.

(e) There are no proceedings, investigations, audits or claims now pending against Predictive or any of Predictive’s subsidiaries in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Entity relating to Taxes. Neither Predictive nor any of Predictive’s subsidiaries has granted a waiver to extend a reassessment period that is still in force.

(f) For the purposes of the Tax Act, the Income Tax Assessment Act and any other relevant Tax purposes:

(i) Predictive is resident in Australia and is not resident in any other country;

(ii) each of Predictive’s subsidiaries has at all times during its existence been resident in the jurisdiction in which it was formed, and has never been resident in any other country; and

(iii) neither Predictive nor any of its subsidiaries has, or had, a permanent establishment in a country other than its country of residence.

(g) Neither Predictive nor any of Predictive’s subsidiaries is liable for Taxes of any other Person by reason of contract, transferee liability, indemnification or otherwise.

(h) There are no Liens for Taxes upon any properties or assets of Predictive or any of Predictive’s subsidiaries (other than Permitted Liens).

(i) Each of Predictive and Predictive’s subsidiaries has complied, in all material respects, with all applicable transfer pricing rules and has maintained appropriate documentation in connection with its Tax positions relating to transactions between it and related parties.

(j) Predictive is not aware of any fact or circumstance that could reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code.

Books and Records.

The Books and Records of Predictive and its subsidiaries are currently maintained in accordance, in all material respects, with applicable Laws, are stated in reasonable detail, are complete and accurate, in all material respects, and accurately and fairly reflect the basis for Predictive’s financial statements. All of Predictive and its subsidiaries’ corporate records are in the possession of Predictive or its Representatives.

D-15

Minute Books.

The corporate minute books of Predictive and its subsidiaries have been maintained in accordance with applicable Laws in all material respects and such minute books are complete and accurate in all material respects.

Insurance.

Predictive and its subsidiaries have in place the insurance policies set out in Section 25 of the Predictive Disclosure Letter. All such policies are in full force and effect and no notice of early cancellation has been received or threatened, all premiums due thereon have been paid by Predictive or one of its subsidiaries, and Predictive and its subsidiaries are otherwise in compliance in all material respects with the terms and provisions of such policies. Predictive is not in default with respect to any of the provisions contained in the insurance policies and has not failed to give any notice or to present any claim under any insurance policy in a due and timely fashion. There is no material claim pending under any of such policies or arrangements as to which coverage has been denied or disputed by the underwriters of such policies or arrangements. The limits contained within such policies have not been exhausted or significantly diminished and no further premiums or payments will be due following the Effective Time with respect to periods of time occurring prior to the Effective Time.

Non-Arm’s Length Transactions.

Other than employment or compensation agreements entered into in the ordinary course of business or as disclosed in the Predictive Filings, no director, officer, Employee or agent of, or Independent Contractor to, Predictive or any of its subsidiaries or holder of record or beneficial owner of 5% or more of the Predictive Shares, or associate or affiliate of any such officer, director or beneficial owner, is a party to, or beneficiary of, any loan, guarantee, Contract, arrangement or understanding or other transactions with Predictive or any of its subsidiaries.

Benefit Plans.

(a) Section 27(a) of the Predictive Disclosure Letter contains a true and complete list of all material Predictive Benefit Plans and, in respect of each Predictive Benefit Plans, where applicable, Predictive has provided or made available to Predictive current and complete copies of the plan document(s) establishing the Predictive Benefit Plans and all material documents relating to the Predictive Benefit Plans, including, as applicable, any Employee booklets, trust agreements, funding arrangements, and insurance contracts.

(b) All of Predictive Benefit Plans are and have been established, registered (where required), funded, maintained, invested, contributed to and administered in compliance, in all material respects, with all applicable Laws (and for the avoidance of doubt, to the extent relevant, each relevant Predictive Benefit Plan is a complying superannuation fund within the meaning of the Superannuation Industry (Supervision) Act 1993, or retirement savings account, or contributions are otherwise made via a clearing house) and the terms of each Predictive Benefit Plan and, as applicable, any trust agreement, funding arrangement or insurance policy thereto. To the knowledge of Predictive, no fact or circumstance exists which could reasonably be expected to adversely affect the

D-16

registered status or tax-qualification of any such Predictive Benefit Plan under applicable Law.

(c) All obligations of Predictive regarding Predictive Benefit Plans have been satisfied in all material respects and all contributions, benefits, premiums or Taxes required to be remitted, made, withheld or paid by Predictive by applicable Laws, or under the terms of each Predictive Benefit Plan, have been remitted, made, withheld or paid when or before due (including so as to avoid any liability for a Superannuation Guarantee Charge). No currently outstanding notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Predictive or any of its subsidiaries from any applicable Governmental Entity in respect of any Predictive Benefit Plan that is a pension or retirement plan. There are no outstanding amounts or penalties owing to any applicable Governmental Entity in respect to matters regarding Predictive Benefit Plans.

(d) Predictive is not obliged to meet any additional obligations on behalf of Employees or Independent Contractors, for example, in respect of insurance or administration fees.

(e) Predictive and its subsidiaries have not committed to increase or supplement the amount of the contributions (except in the ordinary course of insurance renewals) to any Predictive Benefit Plan or benefit payable to or on behalf of an Employee thereunder to which they are obliged or have voluntarily committed to make contributions.

(f) All reports and filings with Governmental Entities required to be made by Predictive or any of its subsidiaries in connection with each Predictive Benefit Plan, have been timely made, and all disclosures and notices required to be given to participants and beneficiaries in connection with each Predictive Benefit Plan have, in all material respects, been properly and timely made in accordance with applicable Laws and the terms of Predictive Benefit Plans.

(g) No Predictive Benefit Plan is subject to any current, pending or, to the knowledge of Predictive, threatened investigation, examination, action, claim (including claims for Taxes, interest, penalties or fines) or any other proceeding initiated by any Person (other than routine claims for benefits) and, to the knowledge of Predictive, there exists no state of facts which could reasonably be expected to give rise to any such investigation, examination, action, claim or other proceeding.

(h) No Predictive Benefit Plan is a “registered pension plan”, a “multi-employer plan”, a “retirement compensation arrangement”, or a “salary deferral arrangement”, each as defined in the Tax Act, or a multi-employer pension plan for purposes of applicable pension standards legislation in Canada or a province thereof. No current or former Employee or Independent Contractor of Predictive accrues benefits which are, or will be, determined by reference to a formula based on length of service and/or superannuation salary under any Predictive Benefit Plan and no assurance has been made to any current or former Employee or Independent Contractor of Predictive that their accumulation benefits under any Predictive Benefit Plan will at any point in the future equate to or not be less than any particular amount however calculated.

D-17

(i) All data necessary to administer each Predictive Benefit Plan is in the possession of Predictive or its agents and is in a form which is sufficient for the proper administration of such Predictive Benefit Plan in accordance with its terms and all applicable Laws and such data is complete and correct in all material respects.

(j) None of the Predictive Benefit Plans (other than retirement income or savings plans) provide for post-retirement or post-termination of service benefits, except for benefits required to be provided after termination of employment pursuant to applicable Laws relating to employment or labour standards.

Restrictions on Business Activities.

There is no Contract or Order binding upon Predictive or any of its subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any business practice of Predictive or any of its subsidiaries or the conduct of business by Predictive or any of its subsidiaries as currently conducted (including following the transaction contemplated by this Agreement).

Material Contracts.

(a) Section 29(a) of the Predictive Disclosure Letter sets out a complete and accurate list of all Material Contracts to which Predictive or any of its subsidiaries is a party, or by which Predictive or any of its subsidiaries is bound ("Predictive Material Contracts"). True and complete copies of the Predictive Material Contracts have been disclosed in the Predictive Data Room.

(b) Each Predictive Material Contract is legal, valid, binding and in full force and effect and is enforceable by Predictive or a subsidiary, as applicable, in accordance with its terms (subject to bankruptcy, insolvency and other Laws affecting creditors' rights generally, and to general principles of equity).

(c) Predictive and each of its subsidiaries have performed in all material respects all respective obligations required to be performed by them to date under the Predictive Material Contracts and neither Predictive nor any of its subsidiaries is in breach or default under any Predictive Material Contract in any material respect, nor does there exist any condition that with the passage of time or the giving of notice or both would result in such a breach or default.

(d) Neither Predictive nor any of its subsidiaries knows of, or has given or received any notice (whether written or oral) of, any breach or default under any Predictive Material Contract nor, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under any such Predictive Material Contract by any other party to a Predictive Material Contract.

(e) Neither Predictive nor any of its subsidiaries has received any notice (whether written or oral), that any party to a Predictive Material Contract intends to amend, cancel, terminate or otherwise modify or not renew its relationship with Predictive or any of its subsidiaries, and, to the knowledge of Predictive, no such action has been threatened.

Real Property and Personal Property.

D-18

D-19

(a) Predictive and its subsidiaries have good title to, or valid leasehold interests in, all of their respective properties and assets, free and clear of all Liens (other than Permitted Liens).

(b) Predictive and its subsidiaries enjoy peaceful and undisturbed possession under all leases, subleases, licenses or occupancy agreements for Predictive Leased Real Property.

(c) Predictive and its subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all personal or movable property leased by and material to Predictive or any of its subsidiaries as used, possessed and controlled by Predictive or its subsidiaries, as applicable.

(d) Section 30(d) of the Predictive Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of all real property leased, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement (whether written or otherwise)) by Predictive or any of its subsidiaries in connection with the operation of Predictive’s or such subsidiary’s business as it is now being conducted that are material to Predictive (collectively, including the improvements thereon, the “Predictive Leased Real Property”).

(e) Predictive or a subsidiary of Predictive, as applicable, holds all Authorizations, easements, rights, interests and privileges necessary for the conduct of the business on property owned or leased by Predictive or its subsidiaries (including under any Predictive Mineral Rights).

(f) There are no pending or, to the knowledge of Predictive, threatened proceedings to take all or any portion of any property owned or leased by Predictive or its subsidiaries (including under any Predictive Mineral Rights) or any interest therein by expropriation or any condemnation proceeding or any sale or disposition in lieu thereof.

(g) No Person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any real or immovable property owned or, to the knowledge of Predictive, leased or otherwise held, by Predictive or its subsidiaries, or any part thereof or interest therein including any Predictive Mineral Rights.

(h) To the knowledge of Predictive, there are no disputes regarding boundaries, easements, covenants, rights or means to access or other matters relating to any real property owned or, to the knowledge of Predictive, leased by, Predictive and its subsidiaries.

(i) To the knowledge of Predictive, all required consents and approvals have been obtained in respect of any real property leased or licenced by Predictive and its subsidiaries and any alteration, extension or other improvement thereof.

(j) To the knowledge of Predictive, no notice has been received by Predictive and there is no order, declaration, recommendation or approved proposal of a public authority or Governmental Entity which would materially affect the use of any property owned or leased by Predictive or its subsidiaries (including under any Predictive Mineral Rights).

(k) To the knowledge of Predictive, Predictive will not have any residual liability in respect of any leasehold premises that it has assigned, whether or not the relevant lessor gave any release to Predictive.

(l) To the knowledge of Predictive there is no material breach of, or material default under, any lease, agreement or covenant in relation to any property owned or leased by Predictive or its subsidiaries (including under any Predictive Mineral Rights) and the transactions contemplated by this Agreement will not trigger any such breach or default.

31. Title to Assets.

Predictive and its subsidiaries own (with good and valid title) all of the properties, mining rights and assets (whether real, personal, immovable, movable or mixed and whether tangible or intangible) that they purport to own including all the properties and assets reflected as being owned by Predictive or its subsidiaries in the Books and Records. Except for the Predictive Leased Real Property, the personal property leased by Predictive and its subsidiaries pursuant to the Predictive Material Contracts, the Intellectual Property licensed to Predictive and its subsidiaries, and as set forth in Section 31 of the Predictive Disclosure Letter, no Person other than Predictive or its subsidiaries owns any material property, mining rights or assets which are being used in the business of Predictive or Predictive’s Material Subsidiaries.

32. Sufficiency of Assets.

The property and assets of Predictive and its subsidiaries include all rights and property necessary to enable them to conduct their business after the Effective Time substantially in the same manner as it was conducted prior to the Effective Time.

33. No Options, etc. to Purchase Assets.

No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from Predictive or any of its subsidiaries of any material assets of Predictive or any of its subsidiaries (including any Predictive Mineral Right or any portion thereof).

34. Interest in Predictive Mineral Rights.

(a) All of Predictive’s and its subsidiaries’ interests in any rights, titles and interests held in respect of mining claims, mining leases, mining concessions, exploration licenses, leases to mine minerals, surface deposit rights, other forms of mineral or land tenures, whether contractual, statutory or other, and other mining titles, granted, assigned, acquired or held by any Person at any time and from time to time that are material to Predictive (collectively, the “Predictive Mineral Rights”), are listed in Section 34(a) of the Predictive Disclosure Letter. Other than the Predictive Mineral Rights, neither Predictive nor any of its subsidiaries own or has any interest in any other mining claims, mining leases, mining concessions and other mining titles. The Predictive Mineral Rights are all the mineral rights that are required to operate the mineral exploration and mining business of Predictive and its subsidiaries as currently being conducted.

D-20

(b) Except as set forth in Section 34(b) of the Predictive Disclosure Letter, Predictive through its subsidiaries, is the sole registered and legal and beneficial owner (with good and valid title) of all right, title and interest in and to the Predictive Mineral Rights, free and clear of any Lien (other than Permitted Liens). Neither Predictive nor any of its subsidiaries (i) is party to any agreement to grant any Lien (other than Permitted Liens) over any of the Predictive Mineral Rights, or (ii) have cancelled, waived, released or discontinued any material rights or claims under the Predictive Mineral Rights.

(c) To the knowledge of Predictive, the Predictive Mineral Rights are in full force and effect, in good standing, not liable to be forfeited, cancelled, terminated, suspended or not renewed for any reason under applicable Laws and, to the knowledge of Predictive, all work required to be performed and reports required to be filed in respect of Predictive Mineral Rights by applicable Law have been performed and filed, all Taxes, royalties, rentals, rates, levies, fees, expenditures and other payments required to be made in respect thereof have been paid, incurred or complied with, all filings in respect thereof have been made and there is no material breach of any of the conditions of any of the Predictive Mineral Rights. There are no adverse claims against or challenge to the title to or ownership of any Predictive Mineral Rights.

(d) Except as set forth in Section 34(d) of the Predictive Disclosure Letter, no Person other than Predictive and its subsidiaries has any interest in Predictive Mineral Rights or the production or profits therefrom or, other than Predictive Royalty Agreements, any royalty or streaming interest in respect thereof or any right to acquire any such interest, except pursuant to applicable Laws and other than Permitted Liens.

(e) There are no back-in rights, earn-in rights, purchase options, rights of first offer, rights of first refusal or similar provisions, rights requiring Predictive or any of its subsidiaries to share or make available the Predictive Mineral Rights to any Person or rights which would adversely affect any interest of Predictive and its subsidiaries in Predictive Mineral Rights.

(f) There are no material restrictions on the ability of Predictive or any of its subsidiaries to transfer, use or exploit Predictive Mineral Rights, except pursuant to applicable Laws or the terms of Predictive Mineral Rights.

(g) Predictive is not aware of: (i) any surface rights held or purported to be held by any Person to occupy or otherwise use the surface of the land comprising the Predictive Mineral Rights, or of any fact or condition which would result in the interference with or termination of Predictive or any of its subsidiaries (as applicable) access to the land comprising the Predictive Mineral Rights or of its surface rights necessary to explore and exploit the Predictive Mineral Rights and to conduct all exploration and mining activities thereon, or (ii) any notice, charge, claim or action to which the Predictive Mineral Rights is subject that has been taken or threatened by any Person which would in any way encumber, limit, restrict or cause interference, in any material respect, with any mining operations carried out in connection with any of the Predictive Mineral Rights.

(h) Neither Predictive nor any of its subsidiaries have been threatened with or received any notice, whether written or oral, from any Governmental Entity or any third party of any

D-21

revocation, expropriation, or challenge to ownership or intention to revoke, expropriate or challenge the ownership of Predictive in any of Predictive Mineral Rights.

(i) Section 34(i) of the Predictive Disclosure Letter sets forth a complete list of all Royalty Agreements to which Predictive or any of its subsidiaries is a party or by which the Predictive Mineral Rights are affected (the “Predictive Royalty Agreements”). Other than the Predictive Royalty Agreements, there are no Royalty Agreements to which Predictive or any of its subsidiaries is a party or, to the knowledge of Predictive, by which the Predictive Mineral Rights are affected which continue to be in force. Predictive has made available to Robex true and complete copies of each Predictive Royalty Agreement.

Mineral Resources and Ore Reserves.

The most recent estimated mineral resources and ore reserves disclosed in the Predictive Filings before the date of this Agreement have been prepared and disclosed in all material respects in accordance with accepted mining, engineering, geoscience and other approved industry practices and all applicable Laws, including the requirements of the JORC Code. The information provided by Predictive to the Competent Persons (within the meaning of the JORC Code) in connection with the preparation of such estimates was complete and accurate in all material respects at the time such information was furnished. Except for reductions arising in the ordinary course of mining operations, there has been no reduction in the aggregate amount of estimated mineral resources or ore reserves of Predictive from the amounts disclosed in the Predictive Filings. All material information regarding Predictive’s properties, including drill results, technical reports and studies, that are required to be disclosed by Australian Securities Laws, have been disclosed in the Predictive Filings. The most recent technical reports with respect to Predictive Material Property filed on ASX are current technical reports for purposes of compliance with the JORC Code.

Operational Matters.

(a) All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect material assets of Predictive or any of its subsidiaries and any of their joint ventures, have been: (A) duly paid, (B) duly performed, or (C) provided for prior to the date thereof; and

(b) All costs, expenses, and liabilities due and payable on or prior to the date hereof under the terms of any contracts and agreements to which Predictive or any of its subsidiaries or any of their joint ventures is directly or indirectly bound, have in all material respects, been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.

Corrupt Practices Legislation.

There have been no violations or breaches of Anti-Corruption Laws by Predictive or its subsidiaries or, to the knowledge of Predictive, by any director, officer, agent, Employee of Predictive or any of its subsidiaries or any other Person acting on behalf of Predictive or any of its subsidiaries (collectively, “Predictive Agents”), and Predictive and its subsidiaries have

D-22

implemented and maintain policies, standards, procedures and controls designed to ensure compliance by them and the Predictive Agents with Anti-Corruption Laws, including measures for the detection, prevention and reporting of violations. In connection with this Agreement, neither Predictive nor its subsidiaries nor, to the knowledge of Predictive, any Predictive Agent, directly or indirectly, has (prior to or upon entering this Agreement), given, made, offered or received, or will (until completion or termination of this Agreement, as applicable) give, make, offer or receive anything of value, including any payment (including a facilitation payment), gift, contribution, expenditure or other advantage (i) in violation of any applicable Law, including any Anti-Corruption Law, or (ii) to a Public Official with the intention of: (A) improperly influencing any act or decision of a Public Official, (B) inducing a Public Official to do or omit to do any act in violation of his lawful duty, or (C) securing any improper advantage, in each case in order to obtain or retain business or any business advantage (such as, for example, securing any concession, permit, authorization, contract, or other agreement with any party). Neither Predictive nor any of its subsidiaries is, has been, or is reasonably expected to become the subject of or a party to any proceeding, claim, action, or regulatory investigation related to any Anti-Corruption Laws and there are no circumstances reasonably likely to lead or give rise to any such proceeding, claim, action or investigation. For the purposes of this Section 37, "Public Official" includes any (a) officer, employee, or agent employed by, representing or acting on behalf of a (i) Governmental Entity or public international organization or any department, agency or instrumentality thereof, (ii) legislative, administrative or judicial office, or (iii) government owned or controlled enterprise, (b) political party or party official, or any candidate for any political office, (c) individual who holds or performs the duties of an appointment, office or position created by custom or convention, including (as applicable) any Indigenous community leader, (d) immediate family member, such as a parent, spouse, sibling, or child of a Person in anyone specified in (a), (b) or (c) above, or (e) Person who holds themselves out to be an authorized representative or intermediary of anyone specified in (a), (b), (c) or (d) above.

38. Compliance with Sanction Legislation.

(a) Neither Predictive nor any of its subsidiaries nor, to the knowledge of Predictive, any Predictive Agent is, or is directly or indirectly owned or controlled by, an individual or entity that is currently a Sanctioned Person under Sanctions Laws.

(b) Neither Predictive nor any of its subsidiaries nor, to the knowledge of Predictive, any Predictive Agent is or ever been, directly or indirectly, engaged in any conduct, dealings, or transactions that violate Sanctions Laws, including any applicable trade embargoes or export control regulations.

(c) Neither Predictive nor any of its subsidiaries nor, to the knowledge of Predictive, any Predictive Agent, is or has been, directly or indirectly:

(d) Neither Predictive nor any of its subsidiaries, are located, organized or resident within, or doing business or operating from a country or territory that is, or whose government

D-23

is, the subject of Sanctions Laws which would prohibit a Person or entity resident in or a national of Canada, the United States, the United Kingdom, Australia, Singapore, or the European Union from doing business with or in that jurisdiction (for example, and without limiting the foregoing, the Crimea Region of Ukraine).

(e) Neither Predictive nor any of its subsidiaries nor, to the knowledge of Predictive, any Predictive Agent has received notice of or has knowledge of any claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any relevant Governmental Entity.

Intellectual Property; Privacy; Data Protection; Cybersecurity.

(a) Predictive or one of its subsidiaries is the sole and exclusive legal and beneficial owner of all right, title and interest in and to the Intellectual Property owned or purported to be owned by Predictive and its subsidiaries and has the valid and enforceable right to use all Intellectual Property that is material to Predictive's business.

(b) There are no actions (including any opposition, cancellation, revocation, review or other proceeding), whether settled, pending, or to the knowledge of Predictive or its subsidiaries threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation or other violation by Predictive or any of its subsidiaries of the Intellectual Property of any Person, (ii) challenging the validity, enforceability, registrability, patentability or ownership of any Intellectual Property owned or purported to be owned by Predictive or any of its subsidiaries or Predictive's or any of its subsidiaries' right, title or interest in or to any Intellectual Property owned or purported to be owned by Predictive or any of its subsidiaries, or (iii) by Predictive or any of its subsidiaries alleging any infringement, misappropriation, or other violation by any Person of the Intellectual Property owned or purported to be owned by Predictive or any of its subsidiaries. Predictive is not aware of any facts or circumstances that could reasonably be expected to give rise to any such action.

(c) Predictive and its subsidiaries have established commercially reasonable physical, technological and operational measures consistent with industry practice to protect the security and integrity of their information technology systems, their proprietary and/or confidential information, and Personal Information in their custody or control, including without limitation firewalls, antivirus protection, security information and event management system, intrusion detection and prevention system, employee security training, maintenance of reliable and tested backups, patch management protocols and governance structures on security.

(d) Predictive and its subsidiaries have established reasonable governance structures consistent with industry practice to comply with their obligations under Privacy Laws including without limitation the obligations to: limit collection, use or disclosure of Personal Information for appropriate purposes; obtain valid consent for collection, use or disclosure of Personal Information; limit collection, use or disclosure of Personal Information to those purposes disclosed to data subjects at the time of collection; limit retention of Personal Information to the period of time required to meet the designated purpose; and impose reasonable restrictions on third parties which have access to Personal Information in the custody or control of Predictive or its subsidiaries.

D-24

(e) Predictive and its subsidiaries have complied in all material respects with Privacy Laws and their own governance structures, and there is no set of facts or circumstances known to Predictive or any of its subsidiaries that (i) has required, requires or could require Predictive or any of its subsidiaries to provide data breach notification under Privacy Laws, (ii) could reasonably be expected to give rise to claims against them by data subjects regarding Personal Information or related to Privacy Laws, or (iii) could reasonably be expected to give rise to investigation, inquiry, directions, orders or penalties against them under Privacy Laws.

(f) Neither Predictive nor its subsidiaries have experienced any material loss, damage, or unauthorized access, disclosure, use or breach of security of any Personal Information in their possession, custody or control, or otherwise held or processed on their behalf.

Investment Canada Act.

Predictive is not a state-owned enterprise and is a trade agreement investor within the meaning of the Investment Canada Act.

Brokers; Expenses.

Except as set forth in Section 41 of the Predictive Disclosure Letter, none of Predictive, any of its subsidiaries or any of their respective officers, directors or Employees has employed any broker, finder, investment banker, financial advisor or other Person or incurred any liability for any brokerage fees, commissions, finder's fees, financial advisory fees or other similar fees in connection with the transactions contemplated by this Agreement.

D-25

E-1

SCHEDULE "E"

ROBEX SUPPORTING SHAREHOLDERS

Matthew Wilcox
Clinton Bennett
Alain William
Dimitrios Felekis
Gwendal Bonno
Jim Askew
John Dorward
Howard Golden
Gerard de Hert
Thomas Lagrée
The Cohen Group (Georges Cohen, Julien Cohen, Emilie Cohen, Laetitia Cohen, Benjamin Cohen and Johan Contat Cohen)
Eglinton Mining

SCHEDULE “F”
GOVERNANCE MATTERS

Board of Directors

(a) On the Effective Date with effect as of the Effective Time, the Predictive Board shall consist of the following seven directors:

(i) Andrew Pardey;
(ii) Matthew Wilcox;
(iii) Simon Jackson;
(iv) Steven Michael;
(v) Alberto Lavandaria;
(vi) Alain William; and
(vii) Howard Golden.

Predictive Board and Executive Leadership Positions

(a) On the Effective Date with effect as of the Effective Time, the following individuals shall be appointed to the following Predictive Board and/or executive leadership positions of Predictive:

(i) Chairman: Andrew Pardey;
(ii) Chief Executive Officer and Managing Director: Matthew Wilcox;
(iii) Senior Independent Non-Executive Director: Simon Jackson;
(iv) Non-Executive Director, Chair of Audit & Risk and Remuneration Committees: Steven Michael;
(v) Non-Executive Director, Chair of Technical Committee: Alberto Lavanderia;
(vi) Non-Executive Director: Howard Golden;
(vii) Executive Director: Alain William;
(viii) Chief Operating Officer: Clinton Bennett;
(ix) Chief Development Officer: Dimitrios Felekis;

F-1

(x) Chief Financial Officer: Ross McLean;
(xi) Chief Exploration Officer: Justin Rivers; and
(xii) General Manager, People & Communication: Gwendal Bonno.

F-2

AI assistant

Robex Resources Inc. — M&A Activity 2025

43202_rns_2025-10-15_bb06264c-d7fd-4b0e-9632-5a7c81d59737.pdf

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

WHEREAS:

ARTICLE 1

1.1 Definitions

1.2 Interpretation Not Affected by Headings

1.3 Number and Gender

1.4 Certain Phrases and References, etc.

1.5 Capitalized Terms

1.6 Date for Any Action

1.7 Time References

1.8 Statutes

1.9 Currency

1.10 Accounting Matters

1.11 Knowledge

1.12 Consent

1.13 Affiliates and Subsidiaries

1.14 Schedules

2.3 Robex Meeting

2.4 Robex Circular

2.5 Final Order

2.6 Court Proceedings

2.7 Articles of Arrangement and Effective Date

2.8 Payment and Delivery of Consideration

2.9 Withholding Taxes

2.10 U.S. Securities Law Matters

2.11 Treatment of Convertible Securities

2.12 Adjustment to Consideration

2.13 U.S. Tax Treatment

2.14 Australian CGT Rollover

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF ROBEX

3.1 Representations and Warranties

3.2 Survival of Representations and Warranties

ARTICLE 4

4.1 Representations and Warranties

4.2 Survival of Representations and Warranties

ARTICLE 5

5.1 Covenants of Robex Regarding the Conduct of Business

5.2 Covenants of Predictive Regarding the Conduct of Business

5.3 Covenants Relating to the Arrangement

5.4 Regulatory Approvals

5.5 Pre-Closing Reorganization

5.7 Insurance and Indemnification

5.10 Predictive Guarantee

5.11 Governance and Employee Matters

6.2 Additional Conditions Precedent to the Obligations of Predictive and Acquireco

6.3 Additional Conditions Precedent to the Obligations of Robex

6.4 Satisfaction of Conditions

ARTICLE 7 ADDITIONAL AGREEMENTS

7.1 Notice and Cure Provisions

7.2 Non-Solicitation

7.3 Right to Accept a Superior Proposal

7.5 Access to Information; Confidentiality

ARTICLE 8

8.1 Term

8.2 Termination and Effect of Termination

8.3 Amendment

8.4 Waiver

9.1 Notices

9.2 Governing Law

9.3 Injunctive Relief

9.4 Third Party Beneficiaries

9.5 Entire Agreement

9.6 Successors and Assigns

9.7 Mutual Intent

9.8 Further Assurances

9.9 No Liability

9.10 Severability

9.11 Counterparts, Execution

9.12 Language

9.13 Australian Stamp Duties

PREDICTIVE DISCOVERY LIMITED

SCHEDULE “A”

PLAN OF ARRANGEMENT

1.2 Interpretation Not Affected by Headings

1.3 Number, Gender and Persons

1.4 Date for any Action

Robex Resources Inc. M&A Activity 2025