Robex Resources Inc. — M&A Activity 2025

Dec 20, 2025

Form 51-102F3

Material Change Report

Item 1 Name and Address of Company
Robex Resources Inc. (“Robex”)
Edifice Le Delta 1
2875 Laurier Boulevard, D1-1000
Québec, Québec, G1V 2M2
Canada

Item 2 Date of Material Change
December 10, 2025

Item 3 News Release
Robex issued a news release with respect to the material change on December 10, 2025 through the facilities of Globe Newswire and subsequently filed a copy of the news release on SEDAR+ at www.sedarplus.ca under Robex’s issuer profile.

Item 4 Summary of Material Change
On December 10, 2025, Robex entered into an amending agreement (the “Amending Agreement”) with Predictive Discovery Limited (“Predictive”) and 9548-5991 Québec Inc. (“Acquireco”), a wholly owned subsidiary of Predictive, to amend the definitive arrangement agreement dated October 5, 2025 (together with the Amending Agreement, the “Arrangement Agreement”), pursuant to which Predictive has agreed, subject to the terms and conditions of the Arrangement Agreement, to acquire all of the issued and outstanding common shares of Robex (the “Robex Shares” and each, a “Robex Share”) by way of a statutory plan of arrangement (the “Plan of Arrangement”) under Chapter XVI – Division II of the Business Corporations Act (Québec) (the “Arrangement”).

Item 5.1 Full Description of Material Change
On December 10, 2025, Robex entered into the Amending Agreement with Predictive and Acquireco.

Summary of Amending Agreement
Under the terms of the Amending Agreement, shareholders of Robex (“Robex Shareholders”) will now be entitled to receive 7.862 fully paid ordinary shares of Predictive (“Predictive Shares”) for each Robex Share (the “Amended Consideration”) held immediately prior to the effective time of the Arrangement.

Second Fairness Opinions Board of Directors’ Recommendations
The board of directors of Robex (the “Robex Board”) received an updated opinion of Canaccord Genuity Corp. and the special committee of independent directors of the Robex

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Board (the “Robex Special Committee”) received an updated opinion of Cormark Securities Inc. (together, the “Second Fairness Opinions”) to the effect that, as of the date of each such Second Fairness Opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Amended Consideration to be received by Robex Shareholders is fair, from a financial point of view, to the Robex Shareholders.

Based on the unanimous recommendation of the Robex Special Committee, and after consultation with its outside financial and legal advisors, the Robex Board unanimously approved the Amending Agreement and determined that the Arrangement is in the best interests of Robex, and that the Amended Consideration to be received by Robex Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Robex Shareholders. The Robex Board unanimously recommends that Robex Shareholders vote in favour of the special resolution to approve the Arrangement (the “Arrangement Resolution”) at the special meeting of Robex Shareholders scheduled for December 30, 2025 at 8:00 a.m. (Eastern Time) (9:00 p.m. Australian Western Standard Time).

Voting Support Agreements

Pursuant to the terms of the Amending Agreement, the Cohen Group, Eglinton Mining and all of the directors and certain members of senior management of Robex (each, a “Supporting Shareholder”), who in the aggregate own approximately 23.8% of the issued and outstanding Robex Shares, have each entered into amended and restated voting support agreements with Predictive, pursuant to which each Supporting Shareholder has consented to the Amended Consideration contemplated by the Amending Agreement and agreed to vote all of their Robex Shares in favour of approving the Arrangement Resolution.

Additional Information

Further details regarding the terms of the Arrangement are set out in the Amending Agreement, which is available on SEDAR+ at www.sedarplus.ca under Robex’s issuer profile.

Additional information regarding the Amending Agreement is set out in an addendum dated December 12, 2025 (the “Addendum”) to the management information circular of Robex dated November 11, 2025, which is available on SEDAR+ at www.sedarplus.ca under Robex’s issuer profile. Shareholders are urged to read the Amending Agreement, the Addendum and other relevant materials for further information.

Item 5.2 Disclosure for Restructuring Transactions

Not Applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not Applicable.

Item 7 Omitted Information

Not Applicable.

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Item 8 Executive Officer

Alain William
Chief Financial Officer
Edifice Le Delta 1
2875 Laurier Boulevard, D1-1000
Québec, Québec, G1V 2M2
Canada

Item 9 Date of Report

December 19, 2025.

Forward-looking Statements

This material change report includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “forecast”, “expect”, “potential”, “project”, “target”, “schedule”, “budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives and grammatical variations thereof. All statements other than statements of historical fact included in this material change report, including, without limitation, statements with respect to the Amending Agreement, the proposed Arrangement and the terms thereof, the completion of the Arrangement, and the receipt of all necessary court, shareholder and regulatory approvals and timing thereof. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the ability to obtain approvals in respect of the Arrangement and to consummate the Arrangement on the timing envisioned (or at all). Forward-looking statements involve numerous risks and uncertainties. Such factors may include, but are not limited to, risks related to the closing of the Arrangement, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary approvals, licenses and permits and diminishing quantities or grades of reserves, political and social risks (including, but not limited to, in Guinea, Ivory Coast, Mali and West Africa more broadly), changes to the legal and regulatory framework within which Predictive and Robex operate or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation, as well as other risks detailed herein and from time to time in the filings made by Robex with securities regulators. Although Robex has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Robex disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.