Robex Resources Inc. (TSX-V: RBX) is pleased to announce that it has closed its previously announced “best efforts” public offering of 58,294,880 units of the Company at a price of $2.17 per Unit for gross proceeds of $126,499,889.60. The Offering was led by SCP Resource Finance LP, as sole bookrunner and lead agent, on behalf of a syndicate of agents including BMO Nesbitt Burns Inc.

The number of Units sold and gross proceeds realized by the Company have been adjusted to reflect the exercise in full by the Agents of the over-allotment option granted to purchase from the treasury of the Company an additional number of Units equal to 15% of the number of the Units issued pursuant to the Offering.

Following the successful closing of the equity offering, Matthew Wilcox is appointed Managing Director and Chief Executive Officer of Robex. He will lead the Company as it becomes a new Guinean pureplay development in order to accelerate the development of the Kiniero Gold Project with expected first gold poured in Q4 2025.

All currency amounts in this news release are stated in Canadian dollars, unless otherwise indicated.

Aurelien Bonneviot, former CEO and Director: “This equity raise and new company direction is the result of a holistic strategic process involving all stakeholders. The combined board and management will accelerate the development of Kiniero and is designed to deliver superior returns to shareholders.

I would like to express our grateful thanks to the retiring directors who have significantly contributed to Robex’s development across the last years, in particular, Mr. Richard Faucher and Claude Goulet.

Most importantly, we express our thanks to the Cohen family, especially to Georges Cohen, who supported the growth of the Company over the last decade.

They significantly transformed Robex from a small exploration company into a growing mining company in West Africa”.

Jim Askew, Incoming Chairman: “The appointment of Matthew Wilcox marks the beginning of an exciting new chapter for Robex. Matthew’s deep construction expertise, as well as experience in developing gold mines in West Africa will be pivotal to executing the first gold poured at Kiniero. We are fortunate to have someone of Matthew’s calibre in the Company to lead the next leg of growth for Robex.”

Matthew Wilcox, Managing Director & CEO: “I want to thank the board members and the management for their trust, giving me the opportunity to move this Company into the next phase. The upside potential of Kiniero is significant and once in production we plan to grow resources and reserves to become a leading producer in a prime gold district. I share the vision of the board to create the next leading gold producer in West Africa”.

The Offering was completed under a prospectus supplement to the Company’s short form base shelf prospectus dated July 20, 2023, filed with the securities regulatory authorities in each of the provinces and territories of Canada. The Units were also offered by way of private placement in the United States, in the European Union, the United Kingdom and Australia and in other jurisdictions outside of Canada, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

Each Unit is comprised of one common share in the capital of the Company  and one full Common Share purchase warrant. Each Warrant will entitle the holder thereof to acquire one common share of the Company at an exercise price of $2.55 per common Share, until the date that is two years following the closing date of the Offering, subject to adjustment in certain customary events, provided that in the event the Common Shares trade at a volume weighted average price of $3.50 or higher over a period of 10 consecutive trading days, the Corporation can accelerate the exercise of the Warrants to 10 days post provision of notice, which shall be not less than 30 calendar days following delivery of such notice.

The Offering has received conditional TSX Venture Exchange acceptance, and final approval of the TSXV is subject to receipt by the TSXV of customary closing materials.

The Company intends to use the net proceeds from the equity financing, for the development of the Kiniero Project, including: (i) continuing the development of the early works programs and procurement of the long lead items; (ii) replenishing the working capital as a result of the repayment of an amount of US$ 15.5 million under the US$ 35.0 million bridge facility provided to the Company by Taurus Mining Finance Fund No. 2, L.P.; (iii) infilling the Mansounia project and other exploration expenditures; (iv) funding the Kiniero updated feasibility study to include the Mansounia property and further pit and process optimization; and (v) general and administrative as well as working capital. The remaining funds will be considered as headroom/cash buffer.

Georges Cohen, a former director of the Company, purchased 3,179,724 Units under the Offering for an aggregate subscription price of $6,900,001.08. The director’s participation constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions. Such transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of any securities issued to nor the consideration paid by such person exceeds 25% of the Company’s market capitalization. The participants in the Offering and the extent of their participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of the related party participation in the Offering prior to completion of the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Units, including the underlying common shares and Warrants (and the common shares issuable upon the exercise of the warrants), in any jurisdiction in which such offer, solicitation or sale would be unlawful, including in the United States of America. Such securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.