Robex Resources Inc. (TSX-V: RBX) reports operational and financial results for the second quarter ending June 30^th, 2024.

HIGHLIGHTS

STRATEGIC INITIATIVES

• Management and Board change: The company announced a Management and Board change. The company is now lead by Matthew Wilcox (CEO and Director) and James Askew Non-Executive Chairman. The Board has been restructured and is composed of James Askew (Chairman of the Board), John Dorward, Howard Golden, Thomas Lagrée and Gérard de Hert (all non-executive directors), and Matthew Wilcox.
• Strategic initiative: The company announced a strategic decision to start a sale process for its Mali assets and its intention to relist on the ASX as a development company focused exclusively on the Kiniero Project in Guinea

FINANCING – STRONG BALANCE SHEET

• Equity financing: Robex management team successfully raised $125.6 million with SCP as sole lead arranger to advance the Kiniero Project in Guinea.
• Debt: Net debt (cash) position stood at $(75.5) million as of June 30^th, 2024 combined effect of equity raise and US$15 million Taurus debt repayment.
• Operating income stood at $23.3 million an increase of 26% compared to H1 2023, attributable to higher volume sold, improving gold price environment and cost optimization;
• Operating cash flow is positive at $33.4 million up by 38% compared to H1 2023, and;

KINIERO – ON TRACK FOR FIRST POUR Q4 2025

• Team: Over the summer the company opened an office in Perth and the entire development team has been hired.
• Engineering: Detailed engineering for an increased throughput is underway, long lead items (Ball Mill, Power Plant) have been ordered to complement the existing equipment. Downpayment on an earthworks fleet was made to accelerate the construction schedule. The project is on track to hit first pour in Q4 2025
• Feasibility Study: as announced previously Robex has retained AMC Consultants to its increased plant throughput feasibility study
• In-fill drilling: A 30 000m drilling program has commenced to prove up the 589koz of inferred at 0.94 g/t on Mansounia.

NAMPALA – PRODUCTION UP, COSTS DOWN

• Safety of operations: Nampala and Kiniero accumulated 526 days worked without a lost time injury;
• Gold production reached 26,222 ounces (+10%), at an All-In Sustaining Cost (“AISC“) per ounce of gold sold¹ of $1,151, down 2% from H1 2023;

Matthew Wilcox, Managing Director: “The strategic repositioning of the company as a company focused on the development of Kiniero is an exciting evolution for Robex. The new team has been on-boarded, and the engineering is advancing quickly through the feasibility study with an increased throughput, that Robex will deliver before the end of the year. The equity raise and the debt repayment strategically position Robex to obtain the best project financing result and the fastest path to first gold. The process to potentially divest the Nampala asset has commenced, and Robex will carefully evaluate the best outcome for shareholders. In the meantime, the Nampala operation continues to produce at low costs and maintain high safety standards.”

CURRENCY

Unless otherwise indicated, all references to “$” in this news release are to Canadian dollars. References to “US$” in this news release are to U.S. dollars.

OPERATIONAL AND FINANCIAL SUMMARY

QUARTERLY REVIEW

During the second quarter of 2024, the Company delivered a notable performance despite significant challenges. Gold production reached 12,764 ounces, marking a slight increase from the 12,410 ounces produced in the same quarter in 2023. Gold sales generated revenue of $39.3 million, an increase of 35% compared to the same period last year. The growth was primarily due to an increase in the average realized selling price per ounce sold from $2,633 to $3,236. The increase in sales was also attributable to a 9.8% increase in ounces sold from 11,069 ounces of gold in the second quarter of 2023 to 12,150 ounces of gold for the same period in 2024. The timing difference between production and actual sales is due to the timing of shipments.

Mining operating income for the second quarter increased 19.2% to $18.0 million, despite a significant increase in depreciation and amortization expense due to the revision of the Nampala mine life, now scheduled to end by June 2026. However, net income for this quarter was negative, at -$0.2 million, due to financial expenses related to the issuance of warrants and the change in their fair value.

Gold production for the first six months of 2024 totaled 25,721 ounces, up 6.5% from 24,145 ounces in the first six months of 2023. Revenue from gold sales amounted to $78.5 million, an increase of 26% compared to the same period in 2023. Mining operating income for the six-month period was $35.3 million, an increase of 12.8% compared to the first half of 2023.

However, net income for the first half of 2024 was strongly impacted by a provision for tax contingencies in Mali, which led to a net income of -$32.3 million compared to a net income of $11.8 million for the same period in 2023.

The Company also completed a significant financing, with the issuance of 58,294,880 units, each consisting of one share and one common share purchase warrant, for gross proceeds of $126.5 million. This financing aims to support the strategic development of the Kiniéro gold project in the Republic of Guinea. In addition, the Company has signed a definitive agreement with Taurus to extend the bridge loan from US$35 million with a maturity date of the 21^st of June 2024 to a new bridge loan of US$20 million with maturity date of the 22^nd of June 2025.

CASH FLOW – HALF YEAR

For the first six months of 2024, operating activities generated positive cash flow of $33.4 million, a significant increase of $9.2 million compared to the same period in 2023.

Cash used in investing activities was $30.1 million for the six-month period ended June 30, 2024, compared to $36.9 million for the same period in 2023. This decrease of $6.8 million is mainly explained by a reduction in deposits paid on property, plant and equipment, which amounted to $1,4 million for the first six months of 2024 compared to $14.9 million for the same period in 2023. This decrease was partially offset by an increase in investments in mining properties of $5.1 million, mainly on the Kiniero property.

During the first six months of 2024, cash flows generated from financing activities amounted to $100 million, compared to $16.8 million for the same quarter in 2023. This difference is mainly due to the financing completed in connection with the closing of the Offering on June 27, 2019.

The Company issued 58,294,880 units, each consisting of one share and one common share purchase warrant, at a price of $2.17 per unit for gross proceeds of $126,5 million. The amount received was allocated as follows: $63.8 million for the common shares and $62.7m for the warrants. In return, a $4.2 million issuance fee for the common shares was paid, and the Company repaid $20.6 million (US$15 million) to Taurus to repay the difference between the US$35 million bridge loan and the US$20 million new bridge loan obtained on June 21.

During the first six months of 2023, the Company had received a portion of the matured bridge loan in the amount of $26 million and paid financing costs of $1.7 million in connection with this financing. We also reduced the use of our lines of credit by $6.5 million to meet the Taurus usage limit, and repaid $0.96 million on long-term debt.

LIQUIDITY AND BALANCE SHEET

The Group’s cash position increased from $12,2 million as at December 31, 2023 to $113,8 million as at June 30^th, 2024.

Net debt¹ stood at $(75.5) million as of June 30^th, 2024, decreasing from $46.6 million as of December 31^st, 2023.

MANAGEMENT AND GOVERNANCE CHANGES

For the first six months of 2024, related parties of the Company include Fairchild Participation S.A. key members of the management staff (and/or the company in which they are shareholders), independent directors as well as significant shareholders.

Last June, the Company made the following changes to its corporate governance, modifying the related parties that had been presented in the Company’s annual MD&A:

Appointment of Matthew Wilcox as Chief Executive Officer and Managing Director:

• Appointment of Matthew Wilcox as Chief Executive Officer, Managing Director and Director.
• Aurélien Bonneviot has stepped down as CEO and Director, but continues to work at Robex as Managing Director of Strategy and Business Development.

New Board of Directors led by James Askew (Chair) :

• The Board of Directors has been reduced to six members and is now composed of James Askew (Chairman of the Board), John Dorward, Howard Golden, Thomas Lagrée and Gérard de Hert (all non-executive directors), and Matthew Wilcox, Chief Executive Officer.
• The following directors have resigned from the Board of Directors: Richard R. Faucher, Claude Goulet, Aurélien Bonneviot, Matthew Sharples, Georges Cohen, Benjamin Cohen and Julien Cohen.

Related party transactions include compensation and travel expenses incurred in the normal course of business for key management personnel and independent directors.

Georges Cohen, former director of the Company, purchased 3,179,724 Units under the Offer for an aggregate subscription price of $6.9 million. The former director’s participation is a “related party transaction”.

SUMMARY OF Q2 2024 FINANCIAL RESULTS

^{(1)  non-IFRS measures please refer to the sections below}

DETAILED INFORMATION

We strongly recommend that readers consult Robex’s Management’s Discussion and Analysis and Consolidated Financial Statements for the second quarter ended June 30^th, 2024, which are available on Robex’s website at www.robexgold.com and under the Company’s profile on SEDAR+ at www.sedarplus.ca for a more complete discussion of the Company’s operational and financial results.

NON-IFRS AND OTHER FINANCIAL MEASURES

The Company’s consolidated financial statements for the period ended June 30^th, 2024, available under the Company’s profile on SEDAR+ at www.sedarplus.ca, are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

However, the Company also discloses the following non-IFRS financial measures, non-IFRS financial ratios and supplementary financial measures in this news release, for which there is no definition in IFRS: adjusted net income attributable to common shareholders, all-in sustaining cost and net debt (non-IFRS financial measures); adjusted net income attributable to common shareholders per share, all-in sustaining cost per ounce of gold sold (non-IFRS ratios); and cash flow from operating activities per share, average realized selling price per ounce of gold sold and total cash cost per ounce of gold sold (supplementary financial measures). The Company’s management believes that these measures provide additional insight into the Company’s operating performance and trends and facilitate comparisons across reporting periods. However, the non-IFRS measures disclosed in this news release do not have a standardized meaning prescribed by IFRS, they may not be comparable to similar measures presented by other companies. Accordingly, they are intended to provide additional information to investors and other stakeholders and should not be considered in isolation from, confused with or construed as a substitute for performance measures calculated according to IFRS.

These non-IFRS financial measures and ratios and supplementary financial measures and non-financial information are explained in more detail below and in the “Non-IFRS and Other Financial Measures” section of the Company’s Management’s Discussion and Analysis for the period ended March 31, 2024, which is incorporated by reference in this news release, filed with securities regulatory authorities in Canada, available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.robexgold.com. Reconciliations and calculations between non-IFRS financial measures and the most comparable IFRS measures are set out below in the “Reconciliations and Calculations” section of this news release.

RECONCILIATIONS AND CALCULATIONS

Total cash cost per ounce of gold sold

Total cash cost per ounce of gold sold is a supplementary financial measure. This measure is calculated by dividing the sum of operating expenses and mining royalties by the number of ounces of gold sold. These expenses include:

• Operating and maintenance supplies and services;
• Fuel;
• Reagent;
• Employee benefits expenses;
• Change in inventory;
• Less: production costs capitalized as stripping costs; and
• Transportation costs.

Management uses this ratio to establish the profitability of mining operations, considering operating expenses in relation to the number of ounces of gold sold.

All-in sustaining cost and all-in sustaining cost per ounce of gold sold

AISC is a non-IFRS financial measure. AISC includes cash operating costs plus sustaining capital expenditures and stripping costs per ounce of gold sold. The Company has classified its sustaining capital expenditures which are required to maintain existing operations and capitalized stripping costs. AISC is a broad measure of cash costs, providing more information on total cash outflows, capital expenditures and overhead costs per unit. It is intended to reflect the costs associated with producing the Company’s principal metal, gold, in the short term and over the life cycle of its operations.

AISC per ounce of gold sold is a non-IFRS ratio. AISC per ounce of gold sold is calculated by adding the total cash cost, which is the sum of mining operating expenses and mining royalties, to sustaining capital expenditures and then dividing by the number of ounces of gold sold. The Company reports AISC per ounce of gold sold to provide investors with information on the main measures used by management to monitor the performance of the Nampala Mine in commercial production and its ability to generate a positive cash flow.

The table below provides a reconciliation of AISC for the current period and the comparative period to the most directly comparable financial measure in the financial statements: “mining operating expenses”.

Net debt

Net debt is a non-IFRS financial measure that represents the total amount of bank indebtedness, including lines of credit and long-term debt, as well as lease liabilities, less cash at the end of a given period. Management uses this metric to analyze the Company’s debt position and assess the Company’s ability to service its debt.

Net debt is calculated as follows:

The table below provides a reconciliation to the most directly comparable financial measure in the financial statements, total liabilities less current assets, for the current and comparative period.

Adjusted net income attributable to common shareholders and adjusted net income attributable to common shareholders per share

Adjusted net income attributable to common shareholders is defined as adjusted net earnings attributable to common shareholders of the Company divided by the weighted average number of basic shares outstanding for the period. It consists of basic and diluted net earnings attributable to common shareholders adjusted for certain specified items that are significant, but which management believes do not reflect the underlying operations of the Company. These costs include foreign exchange gains (losses), change in the fair value of share purchase warrants, and the provision for tax contingencies, all divided by the weighted average number of shares outstanding.

The table below provides a reconciliation of adjusted net income attributable to common shareholders for the current period and the comparative period to the most directly comparable financial measure in the financial statements: “basic and diluted net income attributable to common shareholders.” This reconciliation is provided on a consolidated basis.

Cash flow from operating activities per share

Cash flow from operating activities per share is a supplementary financial measure. It is composed of cash flow from operating activities divided by the basic weighted average number of shares outstanding. This supplementary financial measure allows investors to understand the Company’s financial performance based on cash flows generated from operating activities.

For the six-month ended June 30^th, 2024, cash flow from operating activities was equivalent to $18,239,332 and the basic weighted average number of shares outstanding was 91,466,446, for an amount of cash flow from operating activities per share of $0.199. For the period ended June 30^th, 2023, cash flow from operating activities was $10,173,935 and the basic weighted average number of shares outstanding was 89,971,707, for an amount of cash flow from operating activities per share of $0.113.

Average realized selling price per ounce of gold sold

Average realized selling price per ounce of gold sold is a supplementary financial measure. It is composed of gold sales revenue divided by the number of ounces of gold sold. This measure provides management with a better understanding of the average realized price of gold sold in each financial reporting period, net of the impact of non-gold products, and it allows investors to understand the Company’s financial performance based on the average proceeds realized from the sales of gold production during the reporting period.