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GlobeNewswire·

Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend Probe Gold Shareholders Vote FOR the Proposed Plan of Arrangement with Fresnillo

PROBF
  • Probe Gold Inc. announced a statutory plan of arrangement to be acquired by Fresnillo Quebec Acquisition Inc., an indirect subsidiary of Fresnillo plc.
  • The transaction involves a cash consideration of C$3.65 per share, totaling approximately C$780 million.
  • The offer price represents a 39% premium over the closing share price on October 30, 2025, & a 26% premium over the 20-day volume-weighted average price.
  • Both Institutional Shareholder Services (ISS) & Glass Lewis have recommended that shareholders vote FOR the Arrangement Resolution.
  • The Board of Directors of Probe Gold unanimously recommends the transaction as fair & in the best interests of shareholders.
  • A special meeting of shareholders is scheduled for January 13, 2026, at 11:00 a.m. Toronto time at Stikeman Elliott LLP in Toronto.
  • The record date for voting eligibility is November 27, 2025, with a proxy voting deadline of January 9, 2026.
  • Closing is anticipated in Q1 2026, subject to conditions including shareholder approval, court approval, & regulatory clearances.
  • Upon completion, Probe Gold shares will be delisted from the TSX, & the company will cease to be a reporting issuer.
  • Directors, officers, & Eldorado Gold Corporation (holding ~12% of shares) have voting support agreements to vote in favor of the transaction.
  • Shareholders requiring assistance can contact Laurel Hill Advisory Group via telephone, text, or email.
  • Forward-looking statements regarding the transaction timing & success are included with cautionary disclaimers about risks & uncertainties.