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Robex Resources Inc. — M&A Activity 2025
Oct 15, 2025
43202_rns_2025-10-15_608f8c70-a434-4680-90f0-7c78094ae896.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 John Dorward (the “Holder” and together with Predictive and Robex, the “Parties” and each a “Party”) is made this 5th day of October, 2025.
RECITALS
Predictive, Robex and 9548-5991 Québec Inc. (“Acquireco”), being a direct wholly-owned subsidiary of Predictive, 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 in accordance with the plan of arrangement (the “Proposed Transaction”).
This Agreement sets out the terms and conditions on which the Holder has agreed to support the Proposed Transaction.
The Holder is the owner of, or has the power to control or direct, the Robex Shares and Robex CDIs (collectively, the “Subject Shares”) and the convertible securities of Robex, including Robex Options, Robex DSUs, Robex PSUs, Robex RSUs and Robex Warrants (collectively, the “Robex Convertible Securities” and together with the Subject Shares, the “Subject Securities”), as applicable, listed in Schedule A hereto; provided that, for greater certainty, the term “Subject Shares” shall include any Robex Shares or Robex CDIs issuable upon the exercise of any Robex Convertible Securities, and the term “Subject Securities” shall include any and all Robex Shares, Robex CDIs, Robex Options, Robex DSUs, Robex PSUs, Robex RSUs and Robex Warrants of which the Holder acquires beneficial ownership, or control or direction over, directly or indirectly, after the date hereof.
The Holder is a director and/or officer of Robex.
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.
ARTICLE 1
COVENANTS OF HOLDER
1.1 The Holder hereby agrees that he or she 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):
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(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 Convertible Securities other than the Proposed Transaction; or (B) which might reasonably be regarded as being directed towards preventing or delaying or likely to prevent or delay the implementation or the successful completion of the Proposed Transaction, including, without limitation, 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 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 Article 4 of this Agreement.
1.2
The Holder hereby agrees that he or she shall not, directly or indirectly, except in accordance with the terms of this Agreement, as contemplated by the Arrangement Agreement or with the prior written consent of each of Predictive and Robex:
(a) option, sell, assign, dispose of, pledge, encumber, grant a security interest in or otherwise convey any Subject Securities or any right or interest therein, or agree to do any of the foregoing (each of the foregoing, a “Transfer”), other than to one or more of a parent, spouse, child or grandchild of, or a corporation, partnership, limited liability company or other entity controlled solely by, the Holder or a trust or account (including a Registered Retirement Savings Plan, Registered Education Savings Plan, Registered Retirement Income Fund or similar account) existing for the benefit of such person or entity; provided, that a Transfer referred to in this sentence shall only be permitted if, as a precondition to such Transfer, the transferee agrees in writing, in form and substance reasonably acceptable to Predictive, to be bound by all of the terms of this Agreement with respect to the Subject Securities; and provided further, that in the case of a Transfer to a corporation, partnership, limited liability company or other entity solely controlled by the Holder, such entity shall remain solely controlled by the Holder until the earlier of: (i) the Effective Time; and (ii) the termination of this Agreement in accordance with Article 4;
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(b) exercise any securityholder rights or remedies available at common law or pursuant to any applicable Law, or take any other action of any kind, in each case which would reasonably be regarded as likely to delay or interfere with the completion of, the Proposed Transaction;
(c) exercise or cause to be exercised any rights of dissent or appraisal or repurchase right in respect of any resolution approving the Proposed Transaction or any aspect thereof or matter related thereto, and not exercise or cause to be exercised any other securityholder rights or remedies available at common law or pursuant to any applicable Law and not take any action that is reasonably likely to in any manner impede, interfere with, delay, postpone, hinder, prevent or challenge the Proposed Transaction;
(d) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information, permitting any visit to any facilities 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;
(e) 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 offer or provide access to the business, properties, assets, books or records of Robex or any of its affiliates or otherwise cooperate in any way with, any Acquisition Proposal or potential Acquisition Proposal;
(f) requisition or join in a requisition of any meeting of the securityholders of Robex for the purpose of considering any resolution;
(g) solicit or arrange (or provide assistance to any other person to arrange) for the solicitation of proxies relating to, or purchases of or offers to sell, Subject Securities or act in concert or jointly with any other person for the purpose of acquiring any Subject Securities for the purpose of influencing the voting of Robex Shares or Robex CDIs or affecting the control of Robex, other than, in the case of proxy solicitation, in support of the Proposed Transaction;
(h) do indirectly, including through any of his or her representatives, anything which would not be permitted to be done directly pursuant to the foregoing provisions of this Section 1.2; or
(i) take any action to encourage or assist any other Person to do any of the prohibited acts referred to in the foregoing provisions of this Section 1.2.
1.3 The Holder covenants to co-operate with Predictive and Robex in making all requisite regulatory filings in connection with the Proposed Transaction.
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1.4
The Holder shall at all times cause any affiliates through which he or she 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.
1.5
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 Holder shall 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.
ARTICLE 2
FIDUCIARY OBLIGATIONS
2.1
Notwithstanding any other provision of this Agreement, Robex and Predictive hereby agree and acknowledge that the Holder is bound hereunder solely in his or her capacity as a securityholder of Robex and that the provisions hereof shall not be deemed or interpreted to bind the Holder in his or her capacity as a director or officer of Robex or any of Robex’s affiliates. Nothing in this Agreement shall: (a) limit or affect any actions or omissions taken by the Holder in his or her capacity as a director or officer of Robex or any of Robex’s affiliates, including in exercising rights under the Arrangement Agreement and no such actions or omissions shall be deemed a breach of this Agreement; or (b) be construed to prohibit, limit or restrict the Holder from fulfilling his or her fiduciary duties as a director or officer of Robex or any of Robex’s affiliates. The Holder acknowledges that the Arrangement Agreement imposes certain restrictions on the actions of Robex and its officers and directors.
2.2
Notwithstanding any provisions of this Agreement to the contrary, the Holder will be entitled to exercise his or her rights to acquire Robex Shares (if any) issuable upon the exercise or settlement of the Convertible Securities held by the Holder upon the vesting thereof, as applicable, in compliance with the respective terms of such securities (which such Robex Shares will be subject to the terms of this Agreement).
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1
The Holder represents and warrants as follows and acknowledges that each of Predictive and Robex is relying upon such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement:
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(a) (i) the Holder beneficially owns, directly or indirectly, or has control or direction over, the Subject Securities as listed in Schedule A and (ii) the Holder has no agreement or options, or rights or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by him or her or transfer to him or her of additional securities of Robex other than the Robex CDIs and the Robex Convertible Securities as listed in Schedule A and subject to any Transfer permitted pursuant to Section 1.2(a);
(b) the Holder has the sole right to vote (or cause to be voted) all the Subject Shares now held, and will have the right to vote (or cause to be voted) all the Subject Shares hereafter acquired by him or her;
(c) no Person has any agreement, option, or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Holder of any of the Subject Securities or any interest therein or right thereto, including without limitation any right to vote, except Predictive pursuant to this Agreement;
(d) the execution and delivery by the Holder of this Agreement, the authorization of this Agreement by the Holder, and the performance by the Holder of his or her obligations under this Agreement, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (i) any Law; (ii) any note, bond, mortgage, indenture or contract or agreement to which the Holder is party or by which he or she is bound; or (iii) any judgment, decree, order or award of any Governmental Entity or arbitrator;
(e) the Holder has the necessary power, capacity and right to enter into this Agreement and to perform his or her obligations hereunder;
(f) this Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of it, enforceable against him or her in accordance with its terms, subject to bankruptcy, insolvency and other Law affecting creditors’ rights generally, and to general principles of equity; and
(g) the Holder has had adequate opportunity to obtain independent legal advice with respect to this Agreement and fully understands the terms contained in this Agreement.
3.2 Predictive represents and warrants as follows and acknowledges that the Holder is relying upon such representations and warranties in connection with the entering into of this Agreement:
(a) Predictive is a corporation duly organized under the laws of Western Australia and is validly existing;
(b) Predictive has the necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder and, its execution and delivery of this Agreement and the consummation by Predictive of the Proposed Transaction
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have been duly authorized and no other corporate proceedings on its part are necessary to authorize this Agreement;
(c) this Agreement has been duly executed and delivered by Predictive and constitutes a legal, valid and binding obligation of Predictive, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Law affecting creditors’ rights generally, and to general principles of equity;
(d) the authorization of this Agreement, the execution and delivery by Predictive of this Agreement and the performance by it of its obligations under this Agreement, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of (i) its constating documents or bylaws; (ii) any Law; (iii) any note, bond, mortgage, indenture or contract or agreement to which Predictive is party or by which it is bound; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator; and
(e) there are no legal proceedings in progress or pending against or, to the knowledge of Predictive, threatened against Predictive, or any of its affiliates that would adversely affect in any manner the ability of Predictive to enter into this Agreement and to perform its obligations hereunder or that would reasonably be expected to prevent or materially delay the completion of the Arrangement.
3.3 Robex represents and warrants as follows and acknowledges that the Holder is relying upon such representations and warranties in connection with the entering into of this Agreement:
(a) Robex is a corporation duly organized under the laws of the Province of Québec and is validly existing;
(b) Robex has the necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder and, its execution and delivery of this Agreement and the consummation by Robex of the Proposed Transaction have been duly authorized and, subject to the Robex Shareholder Approval, no other corporate proceedings on its part are necessary to authorize this Agreement;
(c) this Agreement has been duly executed and delivered by Robex and constitutes a legal, valid and binding obligation of Robex, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Law affecting creditors’ rights generally, and to general principles of equity;
(d) the authorization of this Agreement, the execution and delivery by Robex of this Agreement and the performance by it of its obligations under this Agreement, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of (i) its constating documents or bylaws; (ii) any Law; (iii) any note, bond, mortgage, indenture or contract or agreement to which Robex is party or by which it is bound; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator; and
(e) there are no legal proceedings in progress or pending against or, to the knowledge of Robex, threatened against Robex, or any of its affiliates that would adversely affect in any manner the ability of Robex to enter into this Agreement and to perform its obligations hereunder or that would reasonably be expected to prevent or materially delay the completion of the Arrangement.
ARTICLE 4 TERMINATION
4.1 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, without limitation, in connection with a Superior Proposal being accepted by the Robex Board or the Predictive Board, as applicable.
4.2 Prior to the occurrence of any termination event set out in Section 4.1, this Agreement may be terminated: (a) at any time upon the written agreement of the Parties; or (b) by the Holder if, without the prior written consent of the Holder, there is any decrease or change in the form of Consideration set out in the Arrangement Agreement.
4.3 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 from any inaccuracy in their representations and warranties and any non-performance by it of their covenants made herein. The Holder shall 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 4.
ARTICLE 5 GENERAL
5.1 The division of this Agreement into Articles, Sections, subsections and paragraphs and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The terms "this Agreement", "hereof", "herein", "hereto", "hereunder" and similar expressions refer to this Agreement and not to any particular article, section or other portion thereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto. 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.
5.2 In this Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter.
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5.3 The Holder 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.
5.4 This Agreement shall not be assigned by any Party hereto without the prior written consent of the other Parties hereto. This Agreement shall enure to the benefit of the Parties and their respective successors and permitted assigns and shall be binding upon the Parties and their respective successors.
5.5 Time shall be of the essence in this Agreement.
5.6 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. To the extent permitted by Law, the Parties hereto waive any provision of Law that renders any provision of this Agreement or any part thereof invalid or unenforceable in any respect. 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.
5.7 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, sent by electronic mail to the following address, or to such other address or number as shall be specified by a Party hereto by like notice. 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. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.
The addresses and numbers for service of each of the Parties hereto shall be as follows:
(a) if to the Holder:
Attention: John Dorward
Email: [Redacted - Personal Information]
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With a copy (which shall not constitute notice) to:
Attention: _____
Email: _______
(b) if to Robex:
Robex Resources Inc.
Edifice Le Delta 1
2875 Laurier Boulevard, D1-1000, Québec, QC
G1V 2M2
Canada
Attention: Matthew Wilcox
Email: [Redacted - Personal Information]
With a copy (which shall not constitute notice) to:
Osler, Hoskin & Harcourt
Suite 3000, Bentall Four
1055 Dunsmuir Street, Vancouver, BC
V7X 1K8
Canada
Attention: Alan Hutchison
Email: [Redacted - Personal Information]
(c) if to Predictive:
Predictive Discovery Limited
Suite 8, 110 Hay Street
Subiaco, WA 6008
Australia
Attention: Sandra Bates
Email: [Redacted - Personal Information]
With a copy (which shall not constitute notice) to:
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Fasken Martineau DuMoulin LLP
Bay-Adelaide Centre, West Tower
333 Bay Street, Suite 2400
Toronto, Ontario, Canada
M5H 2T6
Attention: John Sabetti / Zach Austin
Email: [Redacted - Personal Information]
5.8 This Agreement, together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the Parties hereto pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein.
5.9 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.
5.10 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.
5.11 Unless otherwise stated, all references in this Agreement to amounts of money are expressed in lawful money of Canada.
5.12 The Holder 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 Holder, and that a breach by the Holder 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 Holder 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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5.13 Each of the Parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
5.14 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.
5.15 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.
5.16 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.
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IN WITNESS WHEREOF the Parties have signed this Agreement.
PREDICTIVE DISCOVERY LIMITED
By: _______ (s) Andrew Pardey
Name: Andrew Pardey
Title: Managing Director
[Voting and Support Agreement – Director/Officer]
ROBEX RESOURCES INC.
By: (s) Matthew Wilcox
Name: Matthew Wilcox
Title: Managing Director & CEO
[Voting and Support Agreement – Director/Officer]
HOLDER:
(s) John Dorward
John Dorward
[Voting and Support Agreement – Director/Officer]
SCHEDULE A
OWNERSHIP OR CONTROL/DIRECTION OF SUBJECT SECURITIES
| Name | Robex Shares / CDIs | Robex Options | Robex DSUs | Robex PSUs | Robex RSUs | Robex Warrants |
|---|---|---|---|---|---|---|
| John Dorward | 25,723 | 250,000 | 100,000 | - | - | - |