Robex Announces Filing of Final Short Form Base Shelf Prospectus

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

QUÉBEC CITY, July 20, 2023 (GLOBE NEWSWIRE) -- Robex Resources Inc. (TSXV: RBX) (“Robex” or the “Company”) announced today that it has filed, and obtained a receipt for, its final short form base shelf prospectus (the "Final Shelf Prospectus") from the securities commissions in each provinces and territories of Canada.

The Final Shelf Prospectus is valid for a 25-month period, during which time the Company may issue common shares, preferred shares, debt securities, warrants, subscription receipts, units, or a combination of such securities (collectively, the “Securities”), for an aggregate offering amount of up to C$250,000,000.

If any Securities are offered under the Final Shelf Prospectus, the particular terms and provisions of any such Securities and the intended use of the net proceeds resulting from such offering would be established at the time of any offering and would be described in a prospectus supplement filed with the applicable Canadian securities regulatory authorities at the time of such offering and would be made available by Robex. As of the date hereof, the Company expects to use of the proceeds of any specific offering and sale of Securities to fund part of the capital costs required to develop the Kiniero Project to the completion of construction and/or to pursue mergers and acquisitions opportunities, if and when they arise. Notwithstanding the foregoing, there can be no assurance that the Securities will be offered or sold during this 25-month period. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and, subject to applicable regulations, may include “at-the-market distributions” (as such term is defined in National Instrument 44-102 – Shelf Distributions), public offerings or strategic investments.

This news release does not constitute an offer to sell or the solicitation of an offer to buy Securities, nor will there be any sale of the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under securities laws of any such jurisdiction. A copy of the Final Shelf Prospectus, and any shelf prospectus supplements that may be filed in the future, can be found under the Company's SEDAR profile at www.sedar.com. Copies of the documents incorporated in the Final Shelf Prospectus by reference may be obtained on request without charge from the Chief Executive Officer of Robex Resources Inc. at Édifice Le Delta 1, 2875 Laurier Boulevard, Suite 1000, Québec, Québec, G1V 2M2, (telephone: 581-741-7421), and are also available electronically under the Company's SEDAR profile at www.sedar.com.

Neither the 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 press release.

About Robex Resources Inc.

Robex is a multi-jurisdictional West African gold production and development company with near-term exploration potential. The Company is dedicated to safe, diverse and responsible operations in the countries in which it operates with a goal to foster sustainable growth. The Company has been operating the Nampala mine in Mali since 2017 and is advancing the Kiniero Gold Project in Guinea.

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FORWARD-LOOKING INFORMATION AND FORWARD-LOOKING STATEMENTS

This news release contains “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities legislation (“forward-looking statements”). Forward-looking statements are included to provide information about management’s current expectations and plans that allows 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”, “budget”, “can”, “commitment”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “guide”, “indication”, “intend”, “intention”, “likely”, “may”, “might”, “objective”, “opportunity”, “outlook”, “plan”, “potential”, “predict”, “prospect”, “pursuit”, “schedule”, “seek”, “should”, “strategy”, “target”, “trend”, “vision”, “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 filing of any potential prospectus supplement, the ability to offer, the amount and terms of the Securities to be issued and the description thereof in the applicable prospectus supplement, and the use of proceeds of any offering and sale of Securities.

Forward-looking statements 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, including, among other things, assumptions regarding: the filing of any potential prospectus supplement, the potential offering of any Securities by the Company; the Company’s ability to obtain applicable regulatory approval for any contemplated offerings; the Company’s ability to negotiate and complete future funding transactions; present and future business strategies; the Company’s estimate of mineral resources and mineral reserves; the ability to execute the Company’s plans relating to the Kiniero Project as may be set out in the Kiniero Project feasibility study, including the timing thereof; the Company’s ability to complete its planned exploration and development programs; the absence of adverse conditions at the Kiniero Project; the absence of unforeseen operational delays; the absence of material delays in obtaining necessary permits; the price of gold remaining at levels that render the Kiniero Project profitable; the Company’s ability to continue raising necessary capital to finance its operations; the local and global geopolitical and economic conditions and the environment in which the Company operates and will operate in the future; the Company’s ability to enter into definitive documentation in respect of the US$115 million project finance facility for the Kiniero Project, including a US$15 million cost overrun facility (the “Facilities”) on acceptable terms or at all, and to satisfy the conditions precedent to closing and advances thereunder (including satisfaction of remaining customary due diligence and other conditions and approvals); the assumption that board approval for the Facilities will be obtained; the Company’s ability to meet the deadlines for definitive documentation and first drawdown of funds; and the ability of the Nampala gold mine’s hybrid solar plant to reduce the Company’s carbon footprint and significantly reduce the mine’s energy costs.

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: geopolitical risks and security challenges associated with its operations in West Africa, including the Company’s inability to assert its rights and the possibility of civil unrest and civil disobedience; fluctuations in the price of gold; limitations as to the Company’s estimates of mineral reserves and mineral resources; the speculative nature of mineral exploration and development; the replacement of the Company’s depleted mineral reserves; the Company’s limited number of projects; the risk that the Kiniero Project will never reach the production stage (including due to a lack of financing) or that it will not reach the exploitation phase within the regulatory deadline; the Company’s ability to enter into definitive documentation for the Facilities on acceptable terms or at all; the Company’s ability to satisfy the conditions precedent to closing and advances thereunder (including satisfaction of remaining customary due diligence and other conditions and approvals); failure or delays to receive necessary approvals or otherwise satisfy the conditions to the completion of the Facilities; the Company’s capital requirements and access to funding; changes in legislation, regulations and accounting standards to which the Company is subject, including environmental, health and safety standards, and the impact of such legislation, regulations and standards on the Company’s activities; equity interests and royalty payments payable to third parties; price volatility and availability of commodities; instability in the global financial system; the effects of high inflation, such as higher commodity prices; fluctuations in currency exchange rates; the risk of any pending or future litigation against the Company; limitations on transactions between the Company and its foreign subsidiaries; the risk that the share consolidation of the Company’s shares is not approved and, even if it is, that it fails to increase the liquidity of the Company’s common shares; volatility in the market price of the Company’s shares; tax risks, including changes in taxation laws or assessments on the Company; the Company obtaining and maintaining titles to property as well as the permits and licenses required for the Company’s ongoing operations; the effects of public health crises, such as the ongoing COVID-19 pandemic, on the Company’s activities; the Company’s relations with its employees and other stakeholders, including local governments and communities in the countries in which it operates; the risk of any violations of applicable anticorruption laws, export control regulations, economic sanction programs and related laws by the Company or its agents; the risk that the Company encounters conflicts with small-scale miners; competition with other mining companies; the Company’s dependence on third-party contractors; the Company’s reliance on key executives and highly skilled personnel; the Company’s access to adequate infrastructure; the risks associated with the Company’s potential liabilities regarding its tailings storage facilities; supply chain disruptions; hazards and risks normally associated with mineral exploration and gold mining development and production operations; problems related to weather and climate; the risk of information technology system failures and cybersecurity threats; the risk that the Company may not be able to insure against all the potential risks associated with its operations; and other risks detailed from time to time in any prospectus supplement, in documents incorporated by reference herein, in reports filed by the Company with securities regulators or in other documents that the Company makes public.

The foregoing list of risk factors is not exhaustive and other factors could also adversely affect our results. For a discussion of risk factors, please refer to the “Risk Factors” section of the Company’s annual information form for the year ended December 31, 2022, dated April 28, 2023, and to the “Risks and Uncertainties” section of each of the Company’s management’s discussion and analysis dated April 28, 2023 for the years ended December 31, 2022 and December 31, 2021, and the Company’s management’s discussion and analysis dated May 30, 2023 for the three-month periods ended March 31, 2023 and March 31, 2022, all of which are available electronically on SEDAR at www.sedar.com. 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 statements, 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 statements 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 any forward-looking statements 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 statements. The forward-looking statements contained in this news release are 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.