Robex Resources Inc.
TSX VENTURE : RBX
FRANKFURT : RB4

Robex Resources Inc.

December 30, 2014 15:51 ET

Robex Resources Inc.: Private Financing of 10M CAD and Shares Issued in Payment of a Debt

QUÉBEC CITY, QUÉBEC--(Marketwired - Dec. 30, 2014) - Robex Resources Inc. ("Robex" or the "Company") (TSX VENTURE:RBX)(FRANKFURT:RB4) informs their shareholders of Robex's financial situation and the actions in place allowing the restart of activities.

Industrial preparation:

The preparation work of the restart plan of the Nampala mine are advanced. The engineering firm Soutex, conducted metallurgical inspections and issued recommendations on the investment required to achieve a first treatment capacity of 4,000 tons / day with a minimum recovery rate of 85%.

This treatment volume will ensure a positive cash flow in line with budget assumptions. In particular, the engineering firm has confirmed that the envelope of the required investment is in line with expectations of the Company and that for a medium term target of 5,500 tons per day, the amount originally envisaged by the feasibility study, the total investment that will be achieved remains below what was originally established under 43-101.

For this plan to be put in place quickly, it is necessary to quickly place orders for equipment and services. It is thus imperative to get significant funds quickly.

Private Placement announced on October 30, 2014:

Robex announces that there will not be a second closure regarding the private placement of $2.5M they had announced in the press release of October 30, 2014. The total of this investment has reached $1.455M. Refer to the press release of November 20 for details of this investment.

Financing of a related investor:

Since last October, Robex has engaged numerous contacts to find significant funds in order to supplement the Nampala project and develop the Company's exploration programs. These complex approaches could take several months given the conditions in Mali and that of the markets.

Mr. Georges Cohen, President of the Company, Chairman and dominant shareholder of Robex has indicated his intention to the Board of administration to conduct a private placement of up to $ 10M CAD at a price of $0.07 per share (142,857,142 shares), in order to allow the launch of the equipment orders as of now, and convert is debt including accrued interest for a total amount of $ 8,854,082 CA, at a deemed price of $ 0.07 per share (126,486,885 shares) this will allow a significant reduction of the Company's debt.

These transactions are subject to the fulfillment of the following conditions:

  1. The prior establishment of an arrangement plan with the main creditors of the Company in Canada and Mali to ensure the implementation of the down payment at the restart of Nampala. This approach will allow a set a goal for the restart of the Nampala mine in the early third quarter 2015; and
  1. Obtain regulatory approvals from the authorities.

The shares issued in the context of these transactions will be subject to a hold period of four months and a day.

Each of these transactions constitutes of a "related party transaction" under regulation 61-101 on Protection measures of Minority Security Holders during particular Transactions ("the regulation 61-101"). They are exempt from the obligation to establish a formal evaluation and minority approval provided for in Regulation 61-101 under the exemption in paragraphs 5.5 (g) and 5.7 (e) of regulation 61-101 because of its financial difficulties. On December 29, 2014, Robex's board of directors conducted a special committee consisting of four of Robex's administrators, which are all independent from the management, free from any participation in proposed transactions and unconnected with George Cohen. The Special Committee, today, has unanimously recommended to Robex's Board of Directors to approve the transaction on the grounds that Robex is in serious financial difficulty, that the proposed transactions are designed to improve its financial position and that the terms and conditions of the proposed transactions are reasonable in the given circumstances of Robex's situation. In accordance with Article 5.2 of regulation 61-101. Robex will place on the SEDAR website a material change report regarding the proposed transactions.

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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