Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend Probe Gold Shareholders Vote FOR the Proposed Plan of Arrangement with Fresnillo
Fresnillo Acquisition Gains Institutional Backing as Proxy Firms Endorse C$780 Million Cash Exit
The most recent news (December 31, 2025) confirms that the two leading independent proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, have recommended that Probe Gold shareholders vote FOR the proposed plan of arrangement with Fresnillo. Under the deal, Fresnillo will acquire all outstanding shares for C$3.65 in cash per share. This follows the filing of the Management Information Circular on December 15, 2025, and an interim court order. The Special Meeting of shareholders is scheduled for January 13, 2026.
The recommendation from ISS and Glass Lewis is a critical de-risking event for the pending acquisition. For institutional investors, these recommendations are often the deciding factor in voting. - Premium Realization: The offer price of C$3.65 represented a 39% premium to the unaffected closing price on October 30, 2025. - Certainty of Value: The all-cash consideration provides immediate liquidity and eliminates the development risks associated with the Novador project, which was still in the pre-feasibility study (PFS) stage. - Broad Support: With 12% of the float (directors, officers, and Eldorado Gold) already under voting support agreements and now the blessing of proxy advisors, the likelihood of the deal failing to reach the required two-thirds shareholder approval is extremely low. - Market Pricing: The stock is currently trading at C$3.66, slightly above the bid price. This suggests the market views the deal as a "done deal" with negligible risk of termination, or is speculative regarding a potential superior bid (though none have emerged since the October announcement).
Probe Gold is a Canadian gold explorer focused on the Val-d’Or East area of Quebec. Its flagship asset is the Novador Gold Project, which hosts a 10-million-ounce gold resource. - Project Status: Currently in the development stage. A Preliminary Economic Assessment (PEA) outlined a 12.6-year mine life with 255,000 oz annual production. - Recent Developments: Throughout 2025, the company focused on infill drilling (50,000m program) to support a Pre-Feasibility Study (PFS) originally targeted for year-end 2025. - Strategic Shift: The decision to sell to Fresnillo reflects the high capital intensity required to move a project of this scale from feasibility into construction.