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Robex Resources Inc. — M&A Activity 2026
Apr 24, 2026
43202_rns_2026-04-24_ce1f2960-f0ce-4a01-a98a-d00f06cc5c25.pdf
M&A Activity
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FORM 51-102F3
MATERIAL CHANGE REPORT
- Name and Address of Company
Robex Resources Inc. (the “Company” or “Robex”)
Edifice Le Delta 1
2875 Laurier Boulevard, D1-1000
Québec, Québec, G1V 2M2
- Date of Material Change
April 15, 2026
- News Release
A news release disclosing the material change issued by the Company on April 16, 2026 was disseminated through Newswire Canada and subsequently filed under the Company’s profile on SEDAR+.
- Summary of Material Change
On April 15, 2026, the Company, Predictive Discovery Limited (“PDI”) and 9548-5991 Québec Inc. (“Acquireco”) completed the previously-announced arrangement (the “Arrangement”) by way of a statutory plan of arrangement under the Business Corporations Act (Québec) (the “Plan of Arrangement”). Pursuant to the terms of the Plan of Arrangement and an arrangement agreement entered into by PDI, Robex, and Acquireco on October 5, 2025, as amended on December 10, 2025 and April 7, 2026 (the “Arrangement Agreement”), Acquireco, a wholly-owned subsidiary of PDI, acquired all the issued and outstanding common shares of Robex (the “Robex Shares”).
5.1 Full Description of Material Change
On April 15, 2026, the Company, PDI and Acquireco completed the Arrangement. Pursuant to the Arrangement, PDI, through Acquireco, acquired all the issued and outstanding Robex Shares. In accordance with the terms of the Plan of Arrangement, former holders of Robex Shares and Robex Chess Depositary Interests (“Robex CDIs”) received 7.862 ordinary shares (“Exchange Ratio”) in the capital of PDI (“PDI Shares”) for each Robex Share or Robex CDI held immediately prior to the effective time of the Arrangement. In aggregate, PDI issued 2,173,322,332 PDI Shares as consideration to former holders of Robex Shares and Robex CDIs pursuant to the Arrangement, representing approximately C$1,983 million in aggregate and C$7.172 per Robex Share/Robex CDI. Outstanding Robex convertible securities that are exercisable or exchangeable for Robex Shares remain outstanding in accordance with their terms, but are exercisable or exchangeable for a number of PDI Shares and at an exercise price (as applicable) that is appropriately adjusted based on the Exchange Ratio.
-2-
As a result of the Arrangement, the PDI Shares were listed for trading on the Toronto Stock Exchange on April 20, 2026. In addition, the Robex Shares were delisted from the TSX Venture Exchange on April 17, 2026, and from the OTC market and the Frankfurt Stock Exchange on or about April 20, 2026. Robex has applied to cease to be a reporting issuer under applicable Canadian securities laws.
Further information about the Arrangement is set out in the management information circular of Robex dated November 11, 2025, as amended and restated on December 12, 2025 and the addendum thereto dated December 12, 2025, which can be accessed online under Robex’s issuer profile on SEDAR+ at www.sedarplus.ca.
5.2 Disclosure for Restructuring Transactions
Not Applicable.
6. Reliance on Section 7.1(2) of National Instrument 51-102
Not Applicable.
7. Omitted Information
Not Applicable.
8. Executive Officer
The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:
Matthew Wilcox
Managing Director and Chief Executive Officer
E: [email protected]
9. Date of Report
April 24, 2026