Robex Announces Settlement Agreement
In consideration of a mutual full and final release in regard to the Sycamore SPA and accessory agreements, the Company agreed to:
issue all outstanding common shares of the Company issuable pursuant to the Sycamore SPA;
pay to the Claimants a total sum of CAD$1,000,000, made in a first installment of CAD$250,000 before June 5 th, 2025, and a second installment of CAD$750,000 before September 5 th, 2025; and
grant to the Claimants a total of 12,500,000 common share purchase Warrants (the ' Settlement Warrants '), with each Settlement Warrant entitling the holder to acquire one common share for a period of 36 months, for an exercise price of CAD$2.75 per common share.
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.
Robex is supported by two strategic shareholders and has the ambition to become one of the most important mid-tier gold producers in West Africa.
For more information
ROBEX RESOURCES INC.
Matthew Wilcox, Managing Director and Chief Executive Officer
Alain William, Chief Financial Officer
+1 581 741-7421
Email: investor@robexgold.com
www.robexgold.com
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 ' forward ‐ looking 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; obtaining all necessary regulatory approvals, including the acceptance of the Settlement by the TSXV and the timing thereof; and the completion of the Settlement and the timing thereof.
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, including: the Company's ability to satisfy the conditions precedent to the Settlement, including obtaining all necessary regulatory approvals and the timing thereof (including the acceptance of the Settlement by the TSXV).
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: delays in obtaining all necessary regulatory approvals and the timing thereof (including the acceptance of the Settlement by the TSXV), 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.
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Forward-looking information may relate to future plans, expectations and intentions, results, levels of activity, performance, goals or achievements, other future events or developments and may include, without limitation, information regarding our financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, plans and objectives. Particularly, information regarding our future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as 'may', 'will', 'would', 'should', 'could', 'expects', 'plans', 'intends', 'estimate', 'believes', 'likely', 'potential', 'continue', or 'future' or the negative or other variations of these words or other comparable words or phrases. 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For more information, visit: Forward-Looking Statements This press release may contain certain forward-looking information and statements ("forward- looking information") within the meaning of applicable Canadian securities legislation, which is often, but not always, identified by the use of words such as "believes," "anticipates," "plans," "intends," "will," "should," "expects," "continue," "estimate," "forecasts," or the negative thereof and other similar expressions. All statements herein other than statements of historical fact constitute forward-looking information, including but not limited to statements related to the Offering, the anticipated use of proceeds therefrom, and the Company's ability to closing the Offering. Readers are cautioned to not place undue reliance on forward- looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment on analyses, expectations, or statements made by third parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors, and assumptions concerning future events that may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including the other risk factors disclosed in the Company's annual information form and management's discussion and analysis (MD&A), which are publicly available on SEDAR+ at The Company has assumed that the material factors referred to herein will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward- looking information, whether as a result of new information, future events, or otherwise. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Neither the TSX Venture Exchange nor its Regulation Service 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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Article content Three months ended: 30-Jun-25 30-Jun-24 % Change (In millions of Canadian dollars, except %) Revenue 32.3 23.6 +36.8% Gross profit 10.5 4.1 +152.9% Gross profit % 32.5% 17.6% +14.9 percentage points Loss from operations (4.1) (11.7) +64.6% Net loss (9.5) (13.4) +29.0% Adjusted EBITDA 1 (2.2) (8.0) +72.1% Six months ended: 30-Jun-25 30-Jun-24 % Change (In millions of Canadian dollars except %) Revenue 57.1 48.6 +17.7% Gross profit 15.9 10.6 +49.6% Gross profit % 27.8% 21.9% +5.9 percentage points Loss from operations (9.8) (21.9) +55.2% Net loss (15.4) (24.8) +38.1% Adjusted EBITDA 1 (6.2) (14.1) +56.2% Article content Statement of Financial Position 30-Jun-23 31-Dec-24 (In millions of Canadian dollars) Total Assets 226.1 233.3 Total Liabilities 185.5 180.1 Equity 40.6 53.2 Article content For a more detailed discussion of Anaergia's results for Q2 2025, please see the Company's financial statements for Q2 2025 and related MD&A, which are available at the Company's SEDAR+ page at Article content Non-IFRS® Measures Article content This press release makes reference to certain non-International Financial Reporting Standards ('IFRS') measures. 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Article content ' Revenue Backlog ' is defined as the balance of unrecognized, undiscounted, consolidated revenues from signed contracts in our Capital Sales and O&M Services segments. For our Capital Sales contracts, we have modeled only projects that have been contracted. For our O&M Services segment, while most of our in-hand contracts are 5-15 years in tenure, we have conservatively modeled for only 3 years of contracted revenue. See 'Reconciliation of Non-IFRS Measures' below for a reconciliation of the foregoing non-IFRS measures to their most directly comparable measures calculated in accordance with IFRS. Article content Conference Call and Webcast Details Article content A conference call to review the Company's financial results will take place at 9:00 a.m. (EDT) on Wednesday August 13, 2025. It will be hosted by management of Anaergia. An accompanying slide presentation will be posted to the Investor Relations section of the Company's website shortly before the call. Article content To listen to the webcast live: Article content The webcast will be archived and available in the Investor Relations section of our website following the call. Article content About Anaergia Article content Anaergia is a pioneering technology company in the renewable natural gas ('RNG') sector, with over 250 patents dedicated to converting organic waste into sustainable solutions such as RNG, fertilizer, and water. We are committed to addressing a significant source of greenhouse gases ('GHGs') through cost-effective processes. Our proprietary technologies, combined with our engineering expertise and vast experience in facility design, construction, and operation, position Anaergia as a leader in the RNG industry. With a proven track record of delivering hundreds of innovative projects over the past decade, we are well-equipped to tackle today's critical resource recovery challenges through diverse project delivery methods. As one of the few companies worldwide offering an integrated portfolio of end-to-end solutions, we effectively combine solid waste processing, wastewater treatment, organics recovery, high-efficiency anaerobic digestion, and biomethane production. Additionally, we operate RNG facilities owned by both third parties and Anaergia. This comprehensive approach not only reduces environmental impact but also significantly lowers costs associated with waste and wastewater treatment while mitigating GHG emissions. Article content For further information please see: Forward-Looking Statements This press release contains 'forward-looking information' within the meaning of applicable securities laws. Forward-looking information may relate to future plans, expectations and intentions, results, levels of activity, performance, goals or achievements, other future events or developments and may include, without limitation, information regarding our financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, plans and objectives. Particularly, information regarding our future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as 'may', 'will', 'would', 'should', 'could', 'expects', 'plans', 'intends', 'estimate', 'believes', 'likely', 'potential', 'continue', or 'future' or the negative or other variations of these words or other comparable words or phrases. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. Forward-looking statements in this press release include, among other things, statements relating to financial condition and results of operations; Company's strategic growth plan; and statements regarding the Company's Revenue Backlog and potential future sales. Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that we considered appropriate and reasonable as of the date such statements were made. It is also subject to known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the risk factors described in the Company's annual information form and management's discussion and analysis for the year ended December 31, 2024. Certain assumptions in respect of our ability to execute on our expansion plans; our ability to obtain or maintain existing financing on acceptable terms; and our ability of realizing the anticipated benefits of such are material factors underlying forward looking information and management's expectations. The purpose of the forward-looking statements in this press release is to provide the reader with a description of management's current expectations regarding the Company's financial performance and may not be appropriate for other purposes. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only to opinions, estimates and assumptions as of the date made. Furthermore, unless otherwise stated, the forward-looking statements contained in this press release are made as of the date of this press release, and we have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Reconciliation of Non-IFRS Measures Three months ended: 30-Jun-25 30-Jun-24 (In thousands of Canadian dollars) Net loss (9,488) (13,356) Finance costs (income), net 1,266 1,614 Depreciation and amortization 1,394 1,628 Income tax recovery 2,058 (486) EBITDA 1 (4,770) (10,600) Share based compensation expense 515 594 Losses related to equity-accounted investees – 2,431 Asset Impairment loss – 1,083 Other (gains) losses, net 402 (1,597) RIBF income tax credit transaction cost – – Foreign exchange (gain) loss 1,629 (271) Severance Costs – 376 Adjusted EBITDA 1 (2,224) (7,984) Six months ended: 30-Jun-25 30-Jun-24 (In thousands of Canadian dollars) Net loss (15,385) (24,837) Finance costs (income), net 2,282 2,649 Depreciation and amortization 2,874 2,729 Income tax recovery 172 (503) EBITDA 1 (10,057) (19,962) Share based compensation expense 765 1,183 Losses related to equity-accounted investees – 2,909 Asset Impairment loss – 1,083 Other (gains) losses, net 1,211 (1,277) RIBF income tax credit transaction cost – 2,416 Foreign exchange (gain) loss 1,917 (816) Severance Costs – 376 Adjusted EBITDA 1 (6,164) (14,088) 1 'Adjusted EBITDA' is a non-IFRS measure. 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