Robex Resources Inc. (TSX-V: RBX) is pleased to announce the signing 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.

Closing of the Debt Facility will occur on the date that the initial conditions precedent outlined in the Facility Agreement are satisfied or waived, allowing the Company to draw down the initial utilization under the Facility Agreement.

Robex Managing Director and Chief Executive Officer Matthew Wilcox said: “We are pleased to have signed the Facility Agreement with Sprott. The Debt Facility provided by Sprott will be the sole leverage for the Kiniero Project. The next step for the Company is the listing of the Company’s common shares on the Australian Securities Exchange which is targeted for April this year. The Project is on schedule, and we will share construction updates regularly.”

Terrafranca Capital Partners Ltd acted as sole debt adviser and Norton Rose Fulbright acted as international legal counsel for Robex. DLA Piper acted as international legal counsel for Sprott.

Key Terms

The key terms of the Debt Facility are:

• Principal amount: US$130 million
• Maturity date: 5 years from the Closing Date of the Debt Facility
• Interest:
  • Interest rate of 6.50% per annum over a SOFR reference rate, with 50% of interest capitalised during the construction period; and
  • An additional interest payment based on a gold price participation formula currently equivalent to approximately $300/oz vis-à-vis the current consensus gold price forecast, applicable on 4,457 oz of gold per quarter for 15 quarters, with the ability to prepay on early repayment of the Debt Facility
• Original Issue Discount: The principal amount will be advanced net of an original issue discount equal to 2.00% upon the funding of each utilization.
• No mandatory gold hedging or royalties
• No additional cost overrun funding, debt service reserve account or cash sweep requirements
• No commitment fee payable
• Security: To include senior security over all the assets of the obligors under the Facility Agreement.

Bonus Shares

As a condition precedent under the Facility Agreement for the disbursement of the initial utilization of the Debt Facility, the Issuer will issue common shares of the Issuer to the lender of the Debt Facility on the Closing Date as additional compensation on the following terms:

1. Issuance of such number of fully paid Common Shares equal to 1.00% of the US$130 million commitment under the Debt Facility at an issue price per Common Share equal to a 10% discount to the lesser of the volume weighted average price of the Common Shares for the 10 trading days immediately prior to (i) Septembers 24, 2024 and (ii) the Closing Date, applying a spot foreign exchange rate as of the Closing Date; and
2. The issuance of the Bonus Shares will be exempted from the prospectus and registration requirements under applicable securities legislation.

The Bonus Shares will be subject to a hold period of 4 months and one day from the date of issuance. The issuance of Bonus Shares to the Lender has received conditional TSX Venture Exchange (“TSX-V”) acceptance, and final acceptance is subject to receipt by the TSXV of customary closing materials.

Prior to entering into this Facility Agreement, Robex had fully repaid the existing Taurus bridge facility from existing cash and bought back the associated Taurus royalty, such that the Debt Facility is the sole senior debt for the Project.