Robex Resources Inc.

Robex Resources Inc.

December 15, 2014 08:30 ET

Company Update and Shares Issued in Payment of Interest

QUEBEC CITY, QUEBEC--(Marketwired - Dec. 15, 2014) - Robex Resources Inc. ("Robex" and / or "the Company") (TSX VENTURE:RBX)(FRANKFURT:RB4) wishes to inform the market during the activity suspension period of the Nampala mine.

Objectives achieved in order to reduce the current expenditure. Continuing to look for investment capital. Improving the current elution system. The implementation of a training plan. Undertaking preparatory work to restart Nampala.

  • Current operating expenditure was drastically reduced in accordance with the objectives of management. Achieving this goal was crucial, as was completing to raise the intermediate capital of $2.5 million announced on October 30, 2014, a first closing of $1.45M was made on November 20, 2014. We are conducting concurrent operations in both the generation cash flow, and reducing expenses. These actions are vital to give us time and the opportunity to successfully raise the complimentary funds of $15 million needed to finance the work and restart the Nampala mine.

  • The teams have improved the functioning of the existing elution system. This allows the processing and recovering of the gold that is in the coal that was processed in the previous months faster, and contributes to the generation of cash flow.

  • A very consistent training plan was put in place to professionalize all Malian employees of the mine during this period of sub-activity.

  • Many maintenance operations are performed continuously at the Nampala mine, such as cleaning, identification, adaptation and improvement of the production processes.

  • The Company has already begun preparatory work and engineering studies with companies SOUTEX and IMAGRI in order to restart the mining activities as soon as possible.

This progress is coupled with the implementation of an execution plan for the financial optimization work to restart the mine as soon as possible, once the necessary fund are raised and meanwhile limit the use of available cash.

Otherwise, Robex announces that it reached agreements (the "Unpaid interest Settlement") with the holders of the Corporation's 2013 convertible debentures to convert unpaid interest due on November 21, 2014 into common shares of Robex.

In accordance with the terms of the Unpaid Interest Settlement, Robex will issue 11,940,000 common shares at a deemed price of $0.10 per share in order to settle interest of $1,194,000 due on November 21, 2014 under the Debenture agreement. There will be a hold period of four months and one day on all common shares issued under the Unpaid Interest Settlement. The issuance of the interest shares is subject to regulatory approval and filings.

Approximately 86 % of the common shares (10 255 000 common shares) to be issued in connection with the Unpaid Interest Settlement will be issued to members of the Cohen Family (10,000,000 common shares) and insiders (255,000 common shares). The issuance of these common shares will be considered a "related party transaction" (the "Related party transaction") as defined in Regulation 61-101 - Protection of Minority Security Holders in Special Transactions ("Regulation 61-101") as some insiders are parties of the Unpaid Interest Settlement. However, the Related party transaction is exempt from the evaluation and minority shareholder approval requirements pursuant to the exemptions set out in subsection 5.5(a) and paragraph (a) of subsection 5.7(1)(a) of Regulation 61-101, as neither the fair market of the subject matter of, nor the fair market value of the consideration for, the Related party transaction, will exceed 25% of Robex's market capitalization. In accordance with the Regulation 61-101, Robex will file a material change report on SEDAR in respect to the Related party transaction. It is possible this material change report will not be filed at least 21 days in advance of the anticipated date closing of the Related party transaction. Robex believes a shorter period between this disclosure and the issuance of common shares is reasonable, in light of its need to satisfy its outstanding debts in a timely manner and the relatively small size of the Related party transaction.

This press release contains statements that may constitute "forward-looking information" or "forward-looking statements" as set out within the context of security law. This forward-looking information is subject to many risks and uncertainties, some of which are beyond Robex's control. The actual results or conclusions may differ considerably from those that have been set out, or intimated, in this forward-looking information. There are many factors which may cause such disparity, especially the instability of metal market prices, the results of fluctuations in foreign currency exchange rates or in interest rates, poorly estimated reserves, environmental risks (stricter regulations), unforeseen geological situations, unfavourable extraction conditions, political risks brought on by mining in developing countries, regulatory and governmental policy changes (laws and policies), failure to obtain the requisite permits and approvals from government bodies, or any other risk relating to mining and development. There is no guarantee that the circumstances anticipated in this forward-looking information will occur, or if they do occur, how they will benefit Robex. The forward-looking information is based on the estimates and opinions of Robex's management at the time of the publication of the information and Robex does not assume any obligation to make public updates or modifications to any of the forward-looking statements, whether as a result of new information, future events, or any other cause, except if it is required by securities laws.

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

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