Robex Announces Listing of Warrants on TSXV

Robex Announces Listing of Warrants on TSXV

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

QUEBEC CITY, July 09, 2024 (GLOBE NEWSWIRE) — Robex Resources Inc. (TSXV: RBX) (“Robex” or the “Company”) is pleased to announce that, further to the Company’s June 17, 2024 news release, the Warrants (as defined below) will be listed for trading on the TSX Venture Exchange (“TSXV”) under the symbol “RBX.WT” effective as of the opening of markets on July 10, 2024. All currency amounts in this news release are stated in Canadian dollars, unless otherwise indicated.

On June 27, 2024, the Company closed its previously announced “best efforts” public offering of 58,294,880 units of the Company (each, a “Unit”) at a price of $2.17 per Unit for gross proceeds of $126,499,889.60 (the “Offering”). The Offering was led by SCP Resource Finance LP, as sole bookrunner and lead agent (the “Lead Agent”), on behalf of a syndicate of agents including BMO Nesbitt Burns Inc. (collectively, the “Agents”). 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.

Each Unit is comprised of one (1) common share in the capital of the Company (each a “Common Share”) and one (1) Common Share purchase warrant (each a “Warrant”). Each Warrant entitles the holder thereof to acquire one (1) Common Share of the Company at an exercise price of $2.55 per Common Share, until the date that is two (2) 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.

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.

FORWARD-LOOKING INFORMATION AND FORWARD-LOOKING STATEMENTS

Certain information set forth in this news release contains “forward‐looking statements” and “forward‐looking information” within the meaning of applicable Canadian securities legislation (referred to herein as “forwardlooking statements”). Forward-looking statements are included to provide information about Management’s current expectations and plans that allow investors and others to have a better understanding of the Company’s business plans and financial performance and condition.

Statements made in this news release that describe the Company’s or Management’s estimates, expectations, forecasts, objectives, predictions, projections of the future or strategies may be “forward-looking statements”, and can be identified by the use of the conditional or forward-looking terminology such as “aim”, “anticipate”, “assume”, “believe”, “can”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “guide”, “indication”, “intend”, “intention”, “likely”, “may”, “might”, “objective”, “opportunity”, “outlook”, “plan”, “potential”, “should”, “strategy”, “target”, “will” or “would” or the negative thereof or other variations thereon. Forward-looking statements also include any other statements that do not refer to historical facts. Such statements may include, but are not limited to, statements regarding the intended use of the net proceeds of the Offering.

Forward-looking statements and forward-looking information are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such statements or information. There can be no assurance that such statements or information will prove to be accurate. Such statements and information are based on numerous assumptions.

Certain important factors could cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements including, but not limited to: instability in the general economic and financial conditions in Canada and the other jurisdictions; fluctuations in currency exchange rates; volatility in the market price of the Company’s shares; and changes in tax laws. See also the “Risk Factors” section of the Company’s Annual Information Form for the year ended December 31, 2023, available under the Company’s profile on SEDAR+ at www.sedarplus.ca or on the Company’s website at www.robexgold.com, for additional information on risk factors that could cause results to differ materially from forward-looking statements. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Although the Company believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. These factors are not intended to represent a complete and exhaustive list of the factors that could affect the Company; however, they should be considered carefully. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information.

The Company undertakes no obligation to update forward-looking information if circumstances or Management’s estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding the Company’s expected financial and operational performance and results as at and for the periods ended on the dates presented in the Company’s plans and objectives, and may not be appropriate for other purposes.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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