Robex Resources Inc. and Sycamore Mining Ltd, a privately owned company of Cyprus, are pleased to announce that they have entered into a share purchase agreement (the “SPA”) whereby Robex and Sycamore will combine their respective businesses to build a multi-asset and multi jurisdiction gold mining company (the “Transaction”). The Transaction has been unanimously approved by the Board of Directors of each of Robex and Sycamore.
Ramez Attieh, senior adviser of Eglinton Mining: “We are extremely pleased to work with the Robex management team. The experience of Robex has already shifted our business strategy on Kiniero to build a much larger project which will benefit all shareholders and Guinea. We are thrilled to embark in a journey to create a major West African gold producer with the pleasure to participate in the local economy of Guinea”.
George Cohen, Executive Chairman of the board of Robex: “With this transformational transaction Robex is moving forward to build a multi-mine multi-country group in West Africa. We welcome onboard the Sycamore management team and the shareholders of Sycamore in our new group. Kiniero is a world class asset with 3.4 Moz of historical resources** and one of the largest land packages in Guinea. Combined with our operational expertise and the synergies with Nampala we are excited for the future ahead. This will unlock value for our shareholders and for Guinea”.
Share Purchase Agreement
After giving effect to the Transaction, it is expected that the Sycamore shareholders will hold a maximum of approximately 40.22% of the issued and outstanding Robex Shares. All of the Robex Shares to be issued to the Sycamore shareholders will be held in escrow pursuant to the terms and conditions of an escrow agreement to be entered into with Computershare Trust Company of Canada until the date the first ounce of gold poured at the Kiniero Project or two years after closing of the Transaction.
As a result of the Transaction, Eglinton Mining will become an “Insider” (as that term is defined in the policies of the TSXV) of Robex as it will hold up to a maximum of 177,327,000 Robex Shares, which represents approximately 17.65% of the issued and outstanding Robex Shares (post-Transaction), on a non-diluted basis.
Eglinton Mining is a corporation formed under the laws of Cayman Islands 50% owned by Mr Alan Konyar (a resident of Dubai, UAE) and 50% owned by Onex Mining a corporation formed under the laws of Cayman Islands in turn owned by Mr Saad Tayeb Hasan (a resident of Republic of Iraq). Eglinton’s core focus is on investing in strategic mining assets and resources in West Africa. No other person holds a controlling interest in, or otherwise exercises control or direction over, the outstanding securities of Onex Mining.