Robex Resources Inc. (RSRBF) Earnings Call Transcript & Summary

Good afternoon, everyone, and thank you for joining us for today's webinar to announce the merger between Predictive Discovery and Robex Resources. A strategic combination that positions the merged entity to become Africa's next mid-tier gold producer and the largest gold producer in Guinea. Today's session will be presented by a Predictive Discovery Managing Director, Andrew Pardey; and Robex Resources Managing Director, Matthew Wilcox, who will walk through the transaction highlights, strategic rationale and expected benefits for shareholders and stakeholders across both companies. [Operator Instructions]. Before we get started, I'd like to remind you that today's webinar is being recorded. Andrew, over to you.

Okay. Thank you. Good morning, afternoon, evening, depending on what time zone you're in, ladies and gentlemen. Thank you for joining us on this webcast with Matt Wilcox, CEO of Robex Resources and I are delighted to present to you the creation of what will become Guinea's largest gold producer and the next African mid-tier producer through a proposed merger of Predictive Discovery and Robex Resources. Now moving on to Slides 2 and 3, just quickly, the disclaimers. For the sake of expediency, please do read the disclaimer in your own time, if you haven't read it already, outlining that there are some forward-looking statements in this presentation. Now moving on to Slide 4, the transaction highlights. Combining PDI and Robex will create one of West Africa's largest pure gold mining companies with a pro forma resource base of over 9 million ounces annualized gold production of over 400,000 ounces per annum by 2029, a very competitive operating costs, leading to very strong cash flow generation and a significant portfolio of exploration assets, which all have exceptional growth potential. Not only will the merger enhance the size and scale, but it will significantly derisk the required financing for the construction of the Bankan project. We'll discuss this in more detail later in the presentation. The merger brings together complementary expertise at both Board and management levels, forming a team with a strong track record of gold production execution across Guinea, Egypt, Cote d'Ivoire and Burkina Faso. Collectively, the team is well positioned to deliver construction of the Kiniero and advance the development of the Bankan projects. Drawing on the experience from leading companies, including AngloGold Ashanti sentiment, west African Resources, Tietto Minerals and Nordgold. With PDI and Robex's principal operations located in Guinea, the merger will create the largest producer of gold in the country and also simplify the relationship with the key local and national stakeholders. In addition to this streamlining, the MergeCo will be able to extract a range of synergies across the operations. The MergeCo will have a bigger and better capital market profile with an initial combined market capitalization of over AUD 2.3 billion at today's respective share prices a primary listing on the ASX and the secondary listing on the TSX Venture Exchange and a shareholder register with some of the highest quality global institutional investors. We remain highly confident that the enlarged entity will benefit from future inclusion into the ASX 200 and other international passive market indices. This strategic alignment is expected to support a strong share price re-rate in the near term, particularly as Kiniero progresses through construction and into production and Bankan advances towards development. The combined entity's diversified asset base, operational depth and funding optionality position it as a compelling investment proposition for the global mining investors. Now moving on to Slide 5, the transaction summary. The merger will be completed through an all-share transaction via a plan of arrangement under the regulation of the Business Corporations Act in Quebec. The enlarged company will be 51% owned by PDI shareholders and 49% by Robex shareholders. With Robex shareholders receiving 8.667 PDI shares for each Robex share. The merger requires shareholder approval from 66 and 2/3 of the votes cast by Robex shareholders at Robex's General Meeting scheduled for later in this year, as well as approval from the Superior Court of Quebec and the usual regulatory exchange and court approvals. The merger has the support of Robex's Board and management and its largest shareholders, namely the Cohen and Eglinton, which together account for approximately 25% of Robex's shareholder register. The Board of MergeCo will be chaired by myself as Non-Executive Chairman, we have Matt Wilcox as CEO and Managing Director. Details of the enlarged Board will be covered later in the presentation that will consist of 7 directors, 4 from Predictive and 3 from Robex. Beyond the shareholder vote for Robex shareholders later this year, the merger is targeted for completion in December 2025 early next year. As mentioned previously, the principal listing will be on the ASX with a secondary listing on the TSX-V of the Toronto Stock Exchange. Moving on to Slide 7, Building Guinea's Leading Gold Producer. Today's announcement creates Africa's next midterm gold producer and what will become the largest gold producer in Guinea. The merger consolidates 2 significant gold mines in the Siguiri Basin, which remains one of the least explored proven gold addresses in Africa, with 4 mines currently in production. Kiniero and Bankan will create a hub within this new gold district effectively doubling Guinea's commercial gold production from the basin. The neighboring operations have complementary production timetables with Kiniero rapidly advancing through construction and will be pouring gold in December of this year, and Bankan scheduled to commence production in the second half of 2028. The combination of the MergeCo will add significant momentum to Guinea's burdening gold industry and its reputation more broadly as a growing global mining jurisdiction. Once both Kiniero and Bankan are in production, the company will be a multi-asset, mid-tier producer, producing over 400,000 ounces of gold by 2029, with the Kiniero operation having a life of mine of 9 years and Bankan just over 12 years. More details on each mine in Guinea as well as Robex's Nampala mine in Guinea, which is in production, will be covered shortly. The combined all-in sustaining costs at $1,079 per ounce places this within the lowest quartile of African producers. The Kiniero mine is an open pit operation with a life of mine of 9 years and we'll be producing gold by the end of this year at an average production of around 140,000 ounces per annum. It's a straightforward CIL operation. Bankan, which is both an open pit and underground operation, has a 12-year life of mine, and will produce an average of almost 250,000 ounces of gold with an all-in sustaining cost of $1,057 per ounce. Importantly, this will also consolidate a large portion of the Southwest margin of the Siguiri Basin, allowing a coordinated approach to the significant exploration upside that exists across the permits of both companies. Slide #8, pathway to becoming one of West Africa's leading gold producers. As you can see on the slide, the combined entities mineral resources, production profile and cost bases are highly compelling. With a total mineral resource of 9.5 million ounces annual production in excess of 350,000 ounces per annum, all-in sustaining costs of $1,070 an ounce. The company is positioned to become a producer of note in West Africa. Moving on to Slide 9, establishing a Tier-1 West African producer. In terms of a broader global comparison on a mine-by-mine basis, the combined entity sits firmly in the bottom right quartile, characterized by long-life assets, low production costs. The positioning is not only a strong indicator of the operational quality but also a critical factor and ensuring sustainability and resilience of the business across commodity cycles. With this profile, the company stands out among global peers as a disciplined high-margin producer with a capacity to generate consistent returns and attract long-term institutional interest. Moving on to Slide #10, de-risked funding at Bankan by leveraging the MergeCo. One of the key strengths of this transaction is the funding flexibility it provides for the MergeCo. There's already cash flow from Robex's Nampala mine in Mali, which provides a strong foundation, it's a small and very highly cash-generative operation. Kiniero is expected to contribute approximately $160 million in 2026 based on a spot price of 2,431 an ounce. And obviously, the gold price is much higher than that today. There's also the in money options and warrants, which is bringing additional cash into the operation as well. Together, these sources provide access to an excess of $200 million in unlevered cash. This capital can be directed towards Bankan's DFS capital estimate of $463 million and the ability to fund Bankan using internal cash flows and financial instruments gives the MergeCo greater flexibility and exploring additional financing options. Slide #11, moving on to that, the potential for meaningful corporate and operational optimizations. Not only will the MergeCo benefit from being a larger company, our respective shareholders will benefit from the considerable synergies created. These include as examples, the skills developed during the construction of Kiniero will provide in value -- prove invaluable for the subsequent construction of Bankan. We doubled the acreage overnight, taking a 55-kilometer strike length from north to south and opening up the contact between the Birimian and Archean shields, all under one roof. We're both extremely excited about combining our exploration campaigns and budgets and prioritizing our efforts to rapidly grow what is already a considerable gold inventory. The operating of 2 mines, which are in close proximity brings significant cost savings, centralized maintenance programs optimizing spares and equipments and other resources critical to the smooth running of such a large operation. Procurement also benefits from economies of scale, particularly when purchasing equipment, consumables technology as well as building a stronger key supplier relationship. And also together, coordinating our environmental discipline, we'll have more control over the impact we make for -- from our operations as well as protecting the environment, coordinated engagement with local communities and maximizing the local content across all of our operations in Guinea. From this, we are very confident that we are building a Tier 1 gold mining hub, reducing corporate overheads and attracting additional business to operate within the Siguiri Basin. As well as developing significant infrastructure, which will provide local communities with quality access opportunities, which will have a hugely positive impact on industries in and around the region beyond mining. Moving on to Slide #12, right skill set to drive the value creation. The combined leadership teams possess a proven in-country track record and a skill set to develop and operate the combined portfolio. As mentioned earlier, this is a merger of equals, and the board composition reflects this with 4 directors from Predictive Discovery and 3 from Robex. All of the directors bring significant skills and knowledge to all of the key aspects of MergeCo's future growth from exploration, permitting, financing, construction and operation. With significant capital experience navigating multiple international stock exchanges. This extensive experience has been shaped building mid-tier and large cap miners with strong operational histories in Africa. Moving on to Slide #13, enhanced capital markets relevance. With the scale of operations comes in advantages of scale from a capital market perspective ahead of any potential rerating a merger may bring to both sets of shareholders will have a market valuation of approximately USD 1.5 billion. We believe that this valuation, a combination of market caps of both companies has significant upside, particularly in narrowing the substantial discounts to immediate peers as reflected in NPV ratios, production growth and cash flow forecast. The pro forma valuation comfortably puts MergeCo eligible for inclusion in multiple indices, as I mentioned earlier. And then moving on to Slide #14, the operating jurisdiction. Guinea is an established gold-producing country posting multi-world class projects, and both Matt and myself both had previous experience work in Guinea. Guinea is also home to the largest mine development project in the world, the Simandou iron ore project. It's a global leader in bauxite and mining contributes significantly to the GDP of the country. Benefits from Guinea, it's a further rapid growth of the gold hub in the Siguiri basin. The combination will deliver substantial and sustainable tax revenues to the country, further supporting local content and community and moves Guinea into being a top gold producer in Africa. And with that, I'll hand over to Matt, who will talk about the merged company portfolio overview.

Thanks very much, Andrew. Yes, in terms -- cover off Kiniero first, we are initially less than 3 months out from first gold. Almost all of our equipment is on site. Everything is being built. We've got a land package that's currently sitting at about 2.2 million indicated resource ounces and will grow substantially, I think, over the next 18 months as we continue to drill. We're completely constrained by our own drilling at the moment. We've got a financial model that was done at a $2,320 gold price, which is a consensus gold price at that point. Plug-in spot today, and it's well north of USD 1 billion. An IRR of summer -- it plays itself up less than 6 months. Yes, we've got annualized gold production of 139,000 ounces over the 9-year life and approximately 150,000 ounces a year for the first 5 years of that life. And, I think we'll definitely fill in that skinny tail with increased drilling and we'll increase that mine life will be on the range just. That's our production construction progress at the moment. Those photos are about a month old, but we've eventually finished civils where the SAG mill you see there is pretty much complete now. It's going to be -- the ring here has been installed. The ball mills are in the shell and the heads are together now. So it's moving along. The CIL is more or less functionally complete, which is agitators and screens to install and the power station is on site or the generators are on site, and we're moving towards our first power production sometime probably late November. So it's -- yes, it really is a hard push towards enter construction, but we're confident we're a team that's done many, many times before, and we are very confident we'll get it over the line and then pull first gold bars this year. As I said, you can see that between Kiniero and Mansounia, there's sort of a gray bit. That's an inferred pattern we drilled earlier this year. And it all pulled up and inferred. We've actually fenced out to the east. We've gone to the south, and we've got a depth and it extends in all directions. So it's completely open. It will end up being Kiniero, Mansounia sort of super pick, that's 3 kilometers plus long and probably 500 meter wide, just the ore body across the pit. So it's oxidize to more than 90 meters, and it's -- it is just a super great pit to start-up with -- it's 1:1 strip ratio, 1 gram a tonne ore and oxide, about 6 or 7 years of production just down in that pit with the current debt and the current extent of the drilling. So it's going to get better. Underneath the SGA Jean complex, there's real potential [indiscernible] from about 3.5 grams per tonne over 10 years, just in oxide only. And underneath that pit, the strike extends. We're putting a few diamond holes underneath at the moment. And hopefully, we can hit that structure a few times. And it has the real potential to put on an underground resource underneath the SGA Jean complex as well. Between Bankan and us looking at the length of that strike and just the share prospectivity in the zone is massive. There's every place they pretty much put a drill bit in Bankan, they've found gold and it's -- the NEB pit is really just one of the most exciting sort of structures I've ever seen in sort of gold mining, and it makes it very, very easy to mine. It's a big thick region of gold, and it consists on the angle, and it pretty much sits on the geotechnical angle of the pit. So it's -- it will be a pit where half the pit is ore half the pit is waste, and it's going to, make mining really easily with all low blasts and all waste blasts through the life of the line. And there's just a tremendous upside across bank and I'm sure there's going to be a lot more bound across that in that time. It's just everywhere we looked with our gold and sort of Bankan has been the same. And with Argo like being a great little prospectivity target as well and already an established resource, it's just going to get better with time. Again, talk about Bankan, I don't think there's a better undeveloped deposit anywhere in West Africa at the moment. And you can see some of the drill results in this slide sort of indicate that, but NAV is really the main target and there's gold everywhere. There's prospectivity all over the pit, and I'm sure there's a lot more to find over the last things. We've got -- between the 2 assets there, we've got over 50 kilometers of continuous strike, and it's just going to be an enormous gold area for what I think will probably the next 20 years. Moving on to Nampala, and we don't talk about Mali very much, but it is a small little operation, but it's been pretty mining in the cash flow that it generates. We've been, sort of, producing gold since 2017 in Nampala and it's really performed in a way, I'm probably going to say the 50,000 ounce mine could perform in Mali, but it's an [indiscernible] mine. It sort of averaged somewhere around 0.9 grams per tonne, and it's consistently made free cash over the life of the mine, even with the latest -- I guess, troubles that has been in Mali continues to generate cash -- continues to generate significant cash in that -- it's producing still somewhere between USD 2 million and USD 3 million of cash every month, and we've been getting that money out of Mali, every month, year-on-year, month-on-month. So it's -- it certainly funds all our corporate costs and other expenses. And I think we've got the opportunity to extend the mine life relatively simply for another couple of years, and we'll certainly do that. And we'll probably see this generating cash well into the end of 2028 when we're in reduction in Bankan. I'll just hand this one back to Andrew. He can finish off the slide.

All right. Thank you very much, Matt. Look, this transaction is going to be highly accretive for all the shareholders. With a nil premium merger, we have no cash consideration. We offer both sets of shareholders clear upside to the significant growth pile of the MergeCo, which will be created through creating a mid-tier producer with over 400,000 ounces per annum from 2 long life low-cost mines, building on the foundations of an asset base of over 9 million ounces in resource with, as Matt talked about, significant upside. Which will see this becoming a multigenerational company. Bankan CapEx will largely be derisked as there remains significant leverage to Kiniero's cash flows as well as the additional cash coming in through the warrants and options. A combined leadership team that possesses a proven in-country track record and skill set to develop and operate the combined portfolio, a size and profile of being a mid-tier mining group with significant liquidity and multiple listings will ensure improved access to capital to fund further growth and the combination will drive economic growth in Guinea strengthened local skills, enhance critical infrastructure and services and build lasting local partnerships. And it's well on the pathway to becoming one of West Africa's leading goal producers. And Matt and I are certainly looking forward to this MergeCo, closing it all out and delivering upon these things to make MergeCo a significant mid-tier producer. And with that, I'd like to hand back to the moderator, please. Thank you.

Thanks, Andrew. At the moment, we don't have any questions at this time. Hold on. As I've said that, one has just popped in. As a new combined Board, could you please talk us through your anticipated steps and the time line between now and approving the Bankan FID?

You can go from that.

Okay. Look, obviously, we're still looking to permitting and permitting Bankan is going to be a major milestone for us as we move forward. So we'll -- yes, obviously, the FID, I think will be based on that. I think we're going to have significant cash at the end of the construction of Kiniero, we should have over $100 million in cash, especially for the warrants that have been issued now and about $100 million in debt. So we should have money to start the project. I mean, the FID is going to be purely driven by permitting. But I'm sure between the team is we can work in a way to accelerate the schedule at some point. But yes, we are highly dependent on where we're looking for in terms of our -- in terms of government approvals. But we've got an election on the 28th of December, my feeling is the President Mamady Doumbouya is going to use -- is going to use Bankan as a bit of an election sweetener to say he's issuing permits right before the election kicks off. So I'm quietly confident we're going to get the permit on this year or very early next year. Next one is Bob...

With so many shares once the merger is completed, is there a plan to do a share consolidation in the future?

Look on share consolidations. Look, it will obviously be a topic for the Board to discuss and review. I mean share consolidations can be beneficial, but there's really got to be a catalyst for doing the consolidation to drive it. But look, it will be on the Board's agenda.

Thank you, Andrew. As far as questions go, that's all we have for now. So I'll just pass back to you for some closing comments before we wrap up the session.

Just to answer Bob's question there. Both companies will continue to trade until approval. I believe the approval process takes like -- there will be a halt in Robex shares of about 3 to 5 days while it merges with Predictive after all the approvals have done, and that's all.

Perfect. Well, thank you, everyone, for joining Matt and I on this call today. We're certainly very, very excited about the MergeCo and what's going to grow the company into. And we look forward to completing the transaction and getting on and delivering value for all our shareholders and stakeholders. So with that, I will hand over and say good night. Thank you.