The cash consideration of C$3.65 per share represents a 39% premium to Probe's closing price.
The Board of Directors unanimously recommends that Probe shareholders vote “FOR” the Transaction.
TORONTO, Oct. 31, 2025 (GLOBE NEWSWIRE) — PROBE GOLD INC. (TSX: PRB) (OTCQB: PROBF) (“Probe” or the “Company”) is pleased to announce that it has entered into a definitive agreement (the “Transaction Agreement”) pursuant to which Fresnillo plc (the “Purchaser” or “Fresnillo”) has agreed to acquire all of the issued and outstanding ordinary shares of Probe (the “Shares”) through a statutory plan of arrangement in accordance with Business Corporation Law (Ontario) (“Transaction”).
Fresnillo plc is the world's largest primary silver producer and Mexico's largest gold producer, listed on the London and Mexican Stock Exchanges (FRES). The company operates eight mines and four prospective exploration projects in Mexico, as well as additional exploration interests in Peru and Chile. Building on a strong track record of discovery and successful mine development, Fresnillo aims to strengthen its position as a leading global precious metals mining company while expanding its portfolio of projects outside of Mexico.
Transaction Basics
- Trial Shareholders are to receive C$3.65 per share, payable in cash, for an aggregate purchase price of approximately C$780 million (the “Consideration”).
- The consideration represents a premium of 39% based on the closing price of the Shares on the Toronto Stock Exchange (the “TSX”) as of October 30, 2025 and a premium of 26% based on the weighted average price of the Shares on the TSX for the 20 trading days ending October 30, 2025.
- Probe's Board of Directors (the “Board”) unanimously recommends that Probe Shareholders vote in favor of the Transaction.
- All of Probe's directors and officers and Eldorado Gold Corporation, which collectively own approximately 12% of the Shares, have entered into voting support agreements with Fresnillo pursuant to which they have agreed, among other things, to vote in favor of the Transaction.
- Subject to receipt of various required approvals, the Transaction is expected to close in the first quarter of 2026.
David Palmer, CEO and Director of Probe, commented:
“This transaction offers an attractive premium and represents an excellent result for our shareholders, which validates the tremendous efforts of the Probe team. After nine years of steady progress in advancing the Novador project, we believe this is the right time to transfer the project to an experienced operator with the knowledge to move it through permitting and commencement of construction. Fresnillo is a leading operator in the precious metals industry with financial strength, technical expertise and a shared commitment to responsible and collaborative development. Today's offering marks an important milestone for Probe and I would like to thank our employees, shareholders, Indigenous partners, community partners and the Province of Quebec for their support throughout our journey.”
Key benefits for probe shareholders
- Offers a significant premium to Probe shareholders.
- All cash offer, no financing terms required.
- Provides Probe shareholders the opportunity to gain immediate liquidity and certainty about the value of all their investments.
- Eliminates future dilution, commodity, construction and execution risks.
- High level of confidence in the transactions due to voting support agreements entered into by the directors and officers of Probe and Eldorado (Probe's largest shareholder), which together represent 12% of the shares.
- Fresnillo is a robust, respected global mining company with a market capitalization of approximately US$22 billion and a strong balance sheet with cash of US$1.8 billion as of June 30, 2025. Fresnillo also has strong technical expertise in the mining industry and significant experience in mine operations and project development.
Recommendations of the Board of Directors
Probe's board of directors, following the unanimous recommendation of a special committee of independent directors, has unanimously determined that the Transaction is in the best interests of Probe and fair to Probe stockholders and unanimously recommends that Probe stockholders vote in favor of the Transaction.
Canaccord Genuity Corp. (“Canaccord Genuity”) provided a fairness opinion to the Board of Directors, and CIBC World Markets Inc. (“CIBC”) has provided a fairness opinion to the Special Committee (the “Fairness Opinions”) that, as of the date of each such Fairness Opinion, and subject to the assumptions, limitations and qualifications set forth therein, the consideration that Probe Shareholders will receive as a result of the Transaction is fair, from a financial perspective, to Probe Shareholders.
Transaction Details
The transaction will be carried out through a statutory action plan in accordance with Business Corporation Law (Ontario) (“Device Plan”). Completion of the Transaction is subject to customary conditions, including, without limitation, the approval of the court and the approval of at least two-thirds of the votes cast by the Trial Shareholders present in person or represented by proxy at the Meeting and a simple majority of the votes cast by the Trial Shareholders on the resolution approving the Transaction, excluding for this purpose the votes of Shares held by persons required to be excluded for the purposes of the Multilateral Instrument 61-101 – Protection of minority security holders in special transactions.
In connection with the Transaction, each of the directors and executive officers of Probe and Eldorado Gold, collectively representing approximately 12% of the outstanding Shares, entered into a voting support agreement (collectively, the “Voting Support Agreements”) with Fresnillo pursuant to which they agreed, among other things, to vote all of their Shares in favor of the Transaction unless the Transaction Agreement is terminated.
The Transaction Agreement provides for the usual transaction protections, including fiduciary transfer provisions, non-solicitation agreements and the right to negotiate any superior offers. Under certain circumstances, Probe will be paid a break fee of C$31 million. The Transaction Agreement also contains the usual representations, warranties and covenants for transactions of this nature.
Subject to the satisfaction of all closing conditions set forth in the Indenture, the Transaction is expected to close in the first quarter of 2026. Upon closing of the Transaction, it is expected that the Shares will be delisted from the TSX and that Probe will cease to be a reporting issuer under applicable Canadian securities laws.
The above summary is generally determined by the provisions of the relevant documents. Copies of documents and a description of the various factors considered by the Special Committee and the Board of Directors in their decision to approve the Transaction, as well as other relevant background information, will be included in an Information Circular that will be distributed to Trial Shareholders in advance of the Meeting. Copies of the information prospectus, the Organization Agreement, the Plan of Organization, the Voting Support Agreements and certain related documents will be filed with the applicable Canadian securities regulatory authorities and will be available in due course on SEDAR+ (www.sedarplus.ca) in the Probe issuer profile.
Research Advisors
Probe has retained Canaccord Genuity as its financial advisor. Stikeman Elliott LLP is serving as its legal counsel. The Special Committee retained CIBC as its financial advisor.
ABOUT Probe Gold:
Probe Gold Inc. is a leading Canadian gold mining company specializing in the acquisition, exploration and development of highly prospective gold deposits. The company is well funded and engaged in the exploration and development of high quality gold projects. Notably, the company owns 100% of its flagship asset, the multi-million ounce Novador Gold Project in Quebec, as well as the early stage Detour Gold Quebec Project. Probe controls a large tract of land covering approximately 1,798 square kilometers of exploration acreage in some of Quebec's richest gold belts.
On behalf of Probe Gold Inc.,
Doctor David Palmer,
President and CEO
For further information:
Please visit our website at www.probegold.com or contact:
Seema Sindhwani
Vice President of Investor Relations [email protected]
+1.416.777.9467
Forward-Looking Statements
Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release. This press release contains certain “forward-looking statements” that are not based on historical facts. Forward-looking statements include statements that describe the Company's future plans, expectations, intentions, projects or other characteristics of future events or circumstances, including with respect to the Transaction. Forward-looking statements may be identified by terms such as “believes,” “expects,” “anticipates,” “estimates,” “may,” “could,” “will,” “would,” or “plans.” Because forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations with respect to the Transaction. Risks, uncertainties and other factors associated with forward-looking information could cause actual events and results to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this press release includes, but is not limited to, statements regarding the Transaction, including the expected benefits, the highlights and conditions of the Transaction, the financial attractiveness of the Transaction, the expected timing and customary steps to be taken in connection with the Transaction, including the holding and timing of the Meeting, the satisfaction or waiver of conditions to completion of the Transaction (such as obtaining required shareholder approvals and court approvals), and the expected closing of the Transaction. The Transaction and the timing thereof, the expected delisting of the Shares from the TSX and that the Company will cease to be a reporting issuer under applicable Canadian securities laws upon completion of the Transaction. In addition, any statements that relate to expectations, intentions, forecasts or other characteristics of future events or circumstances contain forward-looking information. Factors that could cause actual results to differ materially from those referred to or implied in such forward-looking information include, but are not limited to, the failure of the parties to obtain necessary shareholder and court approvals or otherwise timely satisfy the conditions to completion of the Transaction, the assumption of significant transaction costs or liabilities, the failure to realize the expected benefits of the Transaction, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices and other risks associated with mineral raw materials. the exploration and development industry generally, as well as the risks set forth in the Company's public filings on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this press release are reasonable, undue reliance should not be placed on such information, which speaks only as of the date of this press release, and no assurance can be given that such events will occur within the disclosed periods or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
