Robex Resources Inc. (TSX-V: RBX) is pleased to announce the fulfilment of the initial conditions precedent and the closing today of the previously announced syndicated facility agreement with Sprott Resource Lending (US Manager) Corp., as agent and lead arranger Sycamore Mine Guinée-SAU, a subsidiary of the Company, as borrower, and others, in respect of a US$130 million senior secured syndicated facility to finance the construction of the Kiniero Gold Project in Guinea.

The key terms of the Facility Agreement were previously announced in the news release dated March 4, 2025, available under the Company’s profile on SEDAR+ at www.sedarplus.ca. On March 13, 2025, the parties to the Facility Agreement agreed to amend and restate certain of its terms, including an increase in additional interest ounces from 4,457 oz to 4,667 oz of gold per quarter for 15 quarters, an increased Original Issue Discount of US$1 million upon funding of the Initial Utilization and a cash sweep account agreement to be implemented should certain conditions not be met under the Facility Agreement. Such amendments were made as a result of certain amendments to conditions precedent and other terms being agreed to by Sprott.

The initial conditions precedent under the Facility Agreement have now been satisfied and the Borrower has drawn down the initial utilization of the Debt Facility in the amount of US$25 million. Subsequent utilizations of the Debt Facility are subject to certain conditions precedent as outlined in the Facility Agreement.

Robex Managing Director and Chief Executive Officer Matthew Wilcox said: “Robex is pleased to reach this milestone and would like to thank Sprott for their support and continued cooperation. We also appreciate the effort of the various advisers on this transaction, namely Terrafranca Capital Partners as debt adviser, Norton Rose Fulbright as Borrower’s legal counsel and DLA Piper as lender’s legal counsel.”

Bonus Shares

As a condition precedent under the Facility Agreement for the disbursement of the Initial Utilization, the Issuer issued 773,811 fully paid common shares of the Issuer to the lender of the Debt Facility as additional compensation. The Bonus Shares represent 1.00% of the US$130 million commitment under the Debt Facility and were issued at a price of CAD$2.43 per Bonus Share, equal to a 10% discount to the volume weighted average price of the Common Shares for the 10 trading days immediately prior to March 14, 2025, applying a spot foreign exchange rate as of March 14, 2025.

The issuance of the Bonus Shares is exempt from the prospectus and registration requirements under applicable securities legislation. The Bonus Shares are subject to a hold period of 4 months from the date of issuance, which hold period expires on July 15, 2025.

The issuance of Bonus Shares to the Lender has received conditional TSX Venture Exchange acceptance, and final acceptance is subject to receipt by the TSXV of customary closing materials.