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Robex Resources Inc. — M&A Activity 2025
Oct 15, 2025
43202_rns_2025-10-15_074c07be-f084-47e3-8423-b921ccb692a8.pdf
M&A Activity
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VOTING AND SUPPORT AGREEMENT
This voting and support agreement (this “Agreement”) between Predictive Discovery Limited (“Predictive”), Robex Resources Inc. (“Robex”) and Georges Cohen, Julien Cohen, Emilie Cohen, Laetitia Cohen, Benjamin Cohen and Johan Contat Cohen (the “Shareholder”) and together with Predictive and Robex, (the “Parties” and each a “Party”) is made this 5th day of October, 2025.
WHEREAS Predictive, Robex and a wholly-owned subsidiary of Predictive (“Acquireco”), have entered into an arrangement agreement (the “Arrangement Agreement”) dated as of the date hereof pursuant to which Acquireco will, inter alia, acquire all of the outstanding common shares in the capital of Robex (“Robex Shares”) by way of a statutory plan of arrangement under the provisions of Chapter XVI – Division II of the Business Corporations Act (Québec), under which the holders of Robex Shares will receive ordinary shares in the capital of Predictive (the “Proposed Transaction”).
AND WHEREAS this Agreement sets out the terms and conditions on which the Shareholder has agreed to support the Proposed Transaction. The Shareholder is the owner of, or has the power to control or direct, 42,609,027 Robex Shares (“Subject Shares”) and 3,179,724 Robex Warrants (together with the Subject Shares, the “Subject Securities”); provided that, for greater certainty, the term “Subject Shares” shall include any Robex Shares or Robex CDIs issuable upon the exercise of any Robex Warrants, and the term “Subject Securities” shall include any and all Robex Shares, Robex CDIs and Robex Warrants of which the Shareholder acquires beneficial ownership, or control or direction over, directly or indirectly, after the date thereof.
AND WHEREAS capitalized terms used in this Agreement and not otherwise defined herein that are defined in the Arrangement Agreement shall have the respective meanings ascribed thereto in the Arrangement Agreement. For greater certainty, the term “affiliate” as used in this Agreement shall have the meaning ascribed thereto in Section 1.13 of the Arrangement Agreement.
NOW THEREFORE 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:
- Voting. The Shareholder hereby agrees that he, she or it shall:
(a) vote (or cause to be voted) all of the Subject Shares at any meeting of the holders of Robex Shares, and in any action by written consent of the holders of Robex Shares (unless, and only then to the extent, prohibited by Law): (i) in favour of the approval, consent, ratification and adoption of the Proposed Transaction (and any actions required in furtherance thereof) and all other resolutions to be put to the meeting of holders of Robex Shares in respect of approving the Proposed Transaction as contained in the Arrangement Agreement; and (ii) against any proposed action by Robex, the holders of Robex Shares, any affiliate of Robex or any other Person: (A) in respect of any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, liquidation or take-over bid or similar transaction involving Robex or Robex Shares, Robex CDIs and/or Robex Warrants other than the Proposed Transaction; or (B) which might reasonably be expected to prevent or delay the completion of the Proposed Transaction, including any Acquisition Proposal;
(b) no later than five Business Days prior to the cut-off date for the deposit of votes by proxy or voting instruction form in respect of any meeting of the holders of Robex Shares to consider the Proposed Transaction, duly complete (or cause to be completed) and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Shares to be validly delivered and
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cause the Subject Shares to be voted in favour of the Proposed Transaction, and such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent of both Predictive and Robex has been obtained or this Agreement has been terminated pursuant to Section 5 of this Agreement.
- Non-Solicitation. The Shareholder hereby agrees that he, she or it shall not, directly or indirectly, except in accordance with the terms of this Agreement, as expressly permitted by the Arrangement Agreement or with the prior written consent of each of Predictive and Robex:
(a) solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) any inquiries or proposals, whether publicly or otherwise, regarding an Acquisition Proposal or potential Acquisition Proposal; or
(b) enter into, engage, continue or participate, directly or indirectly, in any negotiations or discussions regarding, or provide any non-public information with respect to Robex or any of its affiliates or otherwise cooperate in any way with, any Acquisition Proposal or potential Acquisition Proposal.
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Affiliates. The Shareholder shall at all times cause any affiliates through which he, she or it beneficially owns or exercises control or direction over, directly or indirectly, Subject Securities to act in accordance with the terms of this Agreement, to the extent applicable thereto.
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Alternative Transaction. If Predictive and Robex mutually conclude after entering into this Agreement that it is necessary or desirable to proceed with a form of transaction other than pursuant to the Arrangement Agreement, whereby Predictive or its affiliates would effectively acquire all of the Subject Securities on economic terms and conditions that are equivalent to or better than those contemplated by the Arrangement Agreement (any such transaction is referred to as an “Alternative Transaction”), then the Shareholder vote its Subject Securities in favour of approving such Alternative Transaction and reasonably cooperate to facilitate the objectives of Robex and Predictive in respect of such Alternative Transaction.
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Termination.
(a) This Agreement shall terminate automatically upon the earlier of: (i) the Effective Time; and (ii) the termination of the Arrangement Agreement in accordance with its terms, including in connection with a Superior Proposal being accepted by the Robex Board or the Predictive Board, as applicable.
(b) Prior to the occurrence of any termination event set out in Section 5(a), this Agreement may be terminated: (a) at any time upon the written agreement of the Parties; or (b) by the Shareholder if, without the prior written consent of the Shareholder, there is any decrease or change in the form of Consideration set out in the Arrangement Agreement.
(c) If this Agreement is terminated in accordance with its terms, the provisions of this Agreement will become void and of no further force or effect without liability of any Party to any other Party to this Agreement except in respect of any liability for any breach of this Agreement which occurred prior to such termination, including any non-performance by it of their covenants made herein. The Shareholder shall
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be entitled to withdraw any form of proxy in respect of the Proposed Transaction in the event that this Agreement is terminated in accordance with this Article 5.
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Consent to Disclosure. The Shareholder hereby consents to the disclosure of the substance of this Agreement in any press release, the Robex Circular and to the filing of this Agreement as may be required pursuant to Law.
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Assignment and Severability. This Agreement shall not be assigned by any Party hereto without the prior written consent of the other Parties hereto. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. The Parties hereto will engage in good faith negotiations to replace any provision hereof or any part thereof that is declared invalid or unenforceable with a valid and enforceable provision or part thereof, the economic effect of which approximates as much as possible the invalid or unenforceable provision or part thereof that it replaces.
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Notices. Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party hereto shall be in writing and shall be delivered by hand to the Party hereto to which the notice is to be given, or sent by electronic mail to the address set forth opposite the signature of such Party below. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business Day) and if sent by electronic mail be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 5:00 p.m. (Toronto time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.
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Governing Law. This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of Québec and the federal laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of Québec. 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.
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Time. Time shall be of the essence in this Agreement.
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Equitable Remedies. The Shareholder recognizes and acknowledges that this Agreement is an integral part of Predictive and Robex entering into the Arrangement Agreement, and that Predictive and Robex would not contemplate proceeding with the transactions contemplated by the Arrangement Agreement unless this Agreement was entered into by the Shareholder, and that a breach by the Shareholder of any covenants or other commitments contained in this Agreement will cause Predictive and Robex to sustain injury for which money damages would not be an adequate remedy at law. Therefore, the Shareholder agrees that, in the event of any such breach, each of Predictive and Robex shall be entitled to the remedy of specific performance of such covenants or commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity.
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Further Assurances. The Parties will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other Parties may reasonably require and at the requesting Party’s cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
JC
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Counterparts and Electronic Execution. This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by electronic mail shall be as effective as delivery of a manually executed counterpart of this Agreement.
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Language. The Parties expressly acknowledge that it is their express wish that this Agreement and all ancillary and related documents thereto be drafted in the English language. Les Parties aux présentes confirment leur volonté expresse que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais.
IN WITNESS WHEREOF the Parties have signed this Agreement.
SHAREHOLDER:
Address:
[Redacted - Personal Information]
Georges Cohen, Julien Cohen, Emilie Cohen, Laetitia Cohen, Benjamin Cohen and Johan Contat Cohen
Attention: Julien Cohen
Email: [Redacted - Personal Information]
By:
(s) Julien Cohen
Name: Julien Cohen
Title: Capacity authority of each of Georges Cohen, Emilie Cohen, Laetitia Cohen, Benjamin Cohen, and Johan Contat Cohen
Address:
Suite 8
110 Hay Street
Subiaco WA 6008
Attention: Andrew Pardey
Email: [Redacted - Personal Information]
PREDICTIVE DISCOVERY LIMITED
By: (s) Andrew Pardey
Name: Andrew Pardey
Title: Managing Director
Address:
Édifice Le Delta
2875, boulevard Laurier
bureau 1000
Québec (Québec) G1V 2M2
Attention: Matthew Wilcox
Email: [Redacted - Personal Information]
ROBEX RESOURCES INC.
By: (s) Matthew Wilcox
Name: Matthew Wilcox
Title: Managing Director