Probe Gold Announces Filing of Special Meeting Circular and Receipt of Interim Order in Respect of Proposed Plan of Arrangement with Fresnillo

The most recent news, dated December 15, 2025, announces that Probe Gold has filed its management information circular and received an interim order from the Ontario Superior Court of Justice regarding the proposed plan of arrangement with Fresnillo plc.

Key details include: - A special meeting of shareholders is scheduled for January 13, 2026, to vote on the acquisition. - The Board of Directors unanimously recommends that shareholders vote FOR the arrangement. - The arrangement involves Fresnillo acquiring all outstanding common shares of Probe Gold for C$3.65 in cash per share. - Voting and support agreements are in place with all directors, certain senior officers, and Eldorado Gold Corporation, collectively representing approximately 12% of the outstanding shares.

The fundamental story of Probe Gold has shifted entirely from that of a project developer to a company under a definitive acquisition agreement. The timeline of news releases in 2024 and 2025 shows a company methodically executing its strategy: de-risking the flagship Novador project through infill drilling, metallurgical work, permitting advancements, and strategic land acquisitions. The consistent positive drill results (e.g., Jan 28, March 4, April 30, Aug 27) and project milestones, supported by a significant C$45.3 million financing in April 2025, built considerable value and market confidence, as reflected in the stock's steady climb from C$1.63 to the C$2.60s.

The October 31, 2025, announcement of the C$780 million (C$3.65 per share) all-cash acquisition by major producer Fresnillo was the material, game-changing event. It represented a culmination of Probe's value-creation efforts, offering shareholders a substantial premium (39% to the prior day's close) and a clear exit.

In this context, the December 15, 2025, news is a procedural and expected follow-up. It does not introduce new material information but confirms that the acquisition process is advancing as planned. The impact is routinely positive as it solidifies the timeline for the final shareholder vote and moves the transaction one step closer to completion. The stock now trades as a merger arbitrage play, with its price anchored just below the C$3.65 offer price. The small discount reflects the time value of money and a minimal remaining risk that the deal fails to close. The investment case is no longer about Novador's exploration potential but about the probability of the deal closing.

Probe Gold Inc. is a Canadian gold exploration and development company focused on its assets in Quebec. Its flagship asset is the 100%-owned Novador Gold Project, located in the prolific Val-d'Or mining camp. The project hosts a 2024 NI 43-101 resource estimate of 10 million ounces of gold (6.7M oz Measured & Indicated, 3.3M oz Inferred) across its Val d'Or properties. A 2024 Preliminary Economic Assessment (PEA) for Novador outlined a robust, large-scale project with a 12.6-year mine life and average annual production of 255,000 ounces of gold at competitive costs.