ASX-listed Predictive Discovery (PDI) and Canadian company Robex Resources have entered into a definitive agreement to combine in a merger of equals, with PDI to acquire all of the issued and outstanding Robex shares by way of a statutory plan of arrangement.

The companies, which both own projects in Guinea, say the transaction is expected to create West Africa's next mid-tier gold producer by combining two of the continent's largest, lowest-cost and most advanced projects, with combined production expected to exceed 400 000 oz/y of gold by 2029 and combined mineral resources of about 9.5-million ounces of gold inclusive of ore reserves of about 4.5-million ounces of gold with significant exploration upside potential.

The companies say this transaction will drive economic growth in Guinea, strengthen local labour force, enhance critical infrastructure and services and build lasting local partnerships.

They explain that development funding for PDI's Bankan project will be significantly de-risked by leveraging cash flows from Robex's Kiniero project.

PDI and Robex note that the combined leadership team, led by Andrew Pardey as nonexecutive chairperson and Matthew Wilcox as CEO and MD, have a proven in-country record and skill set to develop and operate the combined portfolio.

“By combining two of West Africa’s largest and most advanced gold development projects and leveraging the proven record of both management teams in Africa, we are creating a company that positions Guinea to become one of Africa’s top five gold producers.

“The new, diversified company will not only further de-risk our flagship Bankan project, but also deliver enduring value for shareholders, the communities where we operate and Guinea as a whole,” says Pardey.

“This combination marks a transformative step for both companies, creating a platform with the scale, assets and capability to deliver long-term value.

“As incoming CEO and MD of the combined company, I am excited to lead a team that brings together deep operational experience, proven development expertise and a shared commitment to responsible growth in West Africa.

“I look forward to overseeing the successful commissioning of the Kiniero project and rapidly advancing the development of the Bankan project,” adds Wilcox.

In addition to its presence in Guinea, Robex also has project interests in Mali.

Following completion of the transaction, the combined company will remain listed on the ASX and will apply to list PDI’s ordinary shares on the TSX-V.

Under the plan of arrangement and in accordance with the terms of the agreement, Robex says its shareholders will receive 8.667 PDI shares for each Robex share held immediately prior to the effective time of the transaction.

In connection with closing of the transaction, PDI notes that it expects to issue an aggregate of about 2.12-million PDI Shares to Robex shareholders, based on the Robex shares outstanding as at October 6.

PDI may also issue up to about 497-million additional PDI shares subject to conversion of any Robex convertible securities into Robex shares prior to the effective time, including up to about 281-million PDI Shares from the conversion of Robex’s 32.38-million warrants with an exercise price of C$2.55 per warrant, which recently had the expiry date accelerated to October 18.

Following completion of the transaction, existing PDI shareholders and former Robex shareholders will own about 51% and 49%, respectively, of the combined company.

The implied market capitalisation of the combined company is estimated at A$2.35-million.

The transaction is expected to close in December or early 2026.