Fresnillo to Acquire Probe Gold for C$780 Million
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Probe Gold Inc. ("Probe") has entered into a definitive agreement to be acquired by Fresnillo plc ("Fresnillo") in an all-cash transaction. Fresnillo will acquire all of Probe's issued and outstanding common shares for C$3.65 per share. The total transaction value is approximately C$780 million.
The offer price represents a 39% premium to Probe's closing price on October 30, 2025, and a 26% premium to the 20-day volume-weighted average price. Probe's Board of Directors has unanimously approved the transaction and recommends that shareholders vote in favor of it. Directors, officers, and a key shareholder, Eldorado Gold Corporation, representing approximately 12% of Probe's shares, have entered into voting support agreements. The transaction is structured as a plan of arrangement and is subject to shareholder, court, and regulatory approvals, with an expected closing in the first quarter of 2026. A termination fee of C$31 million is payable by Probe under certain circumstances.
This acquisition is a definitive and highly positive final chapter for Probe Gold as a standalone entity. For shareholders, it represents a crystallizing event that provides a certain cash outcome at a significant premium to the recent trading price and the 52-week high.
- De-risking Event: The deal entirely removes the substantial risks associated with project development, including permitting hurdles, financing a large capital expenditure for mine construction, construction execution, and operational ramp-up. Shareholders are trading future potential upside (and downside) for a guaranteed cash payment.
- Valuation Benchmark: The C$3.65 offer price sets a firm ceiling for the stock's value. The share price is expected to trade at a slight discount to the offer price, reflecting the time value of money and the low, but non-zero, risk of the deal not closing.
- Validation of Novador: An acquisition by a major precious metals producer like Fresnillo serves as a strong third-party validation of the quality and scale of Probe's flagship Novador project. Fresnillo has the financial capacity and technical expertise to advance the project into production, which Probe was still years away from achieving on its own.
- Tracking Progress: Reviewing the historical news shows a company that executed its strategy methodically.
- Starting in late 2024, Probe consolidated its land package (Bermont, Stella acquisitions), outlined a clear plan for 2025 focusing on a 50,000-metre infill drill program to support a Pre-Feasibility Study (PFS).
- Through early 2025, the company consistently delivered strong infill drill results (Jan 28, Mar 4, Apr 30, Jul 22, Aug 27), confirming the continuity of mineralization needed for the PFS.
- It secured a strong financial position with a C$45 million financing in April 2025, removing any near-term funding concerns and strengthening its negotiating position.
- It advanced permitting and de-risking by awarding key contracts for the PFS (June 3) and the Environmental Impact Statement (May 6), and announced positive geochemical results confirming non-acid generating rock (Feb 18).
- Conclusion: The acquisition is the direct result of this systematic de-risking and value creation. The offer price reflects the progress made and the future potential recognized by a senior producer. For existing shareholders, this is an excellent outcome. For new investors, the opportunity is limited to the arbitrage spread.
Probe Gold Inc. is a Canadian precious metals exploration and development company focused on its assets in Quebec. Its flagship asset is the 100%-owned Novador Gold Project, located near Val-d'Or, Quebec. Novador is a district-scale land package consolidated since 2016, hosting several past-producing mines (Beliveau, Bussiere, Monique, Beaufor) and a large gold resource. As of the last update (2024), the Val-d’Or properties held a resource of 6.7 million ounces Measured & Indicated and 3.3 million ounces Inferred. A 2024 Preliminary Economic Assessment (PEA) outlined a potential 12.6-year mine life with average annual production of 255,000 ounces of gold. The company was actively working on a 50,000-metre infill drill program to support a Pre-Feasibility Study (PFS) targeted for completion by the end of 2025.