Probe Gold Announces Receipt of Shareholder Approval for Proposed Plan of Arrangement with Fresnillo

On January 13, 2026, Probe Gold announced that its shareholders overwhelmingly approved the proposed Plan of Arrangement with Fresnillo plc. The deal allows Fresnillo's subsidiary to acquire all outstanding common shares of Probe for C$3.65 per share in cash. The resolution passed with 88.63% of the total votes cast and 88.04% of the "majority of the minority" vote. This approval follows the recommendation of independent proxy advisory firms ISS and Glass Lewis in late December 2025.

The impact is material and conclusive for the company’s independent existence. - Cash Certainty: The vote transition the company from an exploration and development risk profile to a fixed-cash liquidation event. Shareholders are receiving a 39% premium to the unaffected closing price on October 30, 2025. - De-risking: By approving the sale, shareholders avoid the capital intensity and execution risks associated with the Novador Pre-Feasibility Study (PFS) and the subsequent permitting and construction phases. - Finality: The high approval percentage (88.63%) suggests minimal shareholder dissent, reducing the risk of appraisal rights or litigation delays.

Probe Gold is a Canadian gold exploration company. Its flagship asset is the Novador Project (formerly Val-d'Or East) in Quebec. - Novador Project: A district-scale land package (202 sq. km) hosting several past-producing mines (Beliveau, Bussiere, Monique). - Resources: Total resources of approximately 10 million ounces. A 2025 PEA update suggested average annual production of 255,000 ounces over a 12.6-year mine life. - Development Stage: The company was in the process of conducting a Pre-Feasibility Study (PFS) and Environmental Impact Studies (EIS) at the time of the merger agreement.