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- The board of directors of Probe Gold Inc. unanimously recommends that shareholders vote FOR the proposed plan of arrangement.
- Your vote is important no matter how many votes you hold. Vote today.
- Shareholders who have questions or need assistance with voting their shares should contact Probe’s proxy solicitation agent and shareholder communications advisor Laurel Hill Advisory Group by telephone at 1-877-452-7184 or by email at assistance@laurelhill.com.
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TORONTO, Dec. 15, 2025 (GLOBE NEWSWIRE) — Probe Gold Inc. (“Probe” or the “Company”) (TSX: PRB) (OTCQB: PROBF) today announced that it has filed and is in the process of mailing the management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of Probe shareholders (the “Shareholders”) in connection with its previously announced plan of arrangement (the “Arrangement”) involving the Company, Fresnillo Quebec Acquisition Inc. (the “Purchaser”), Prestadora de Servicios Jarillas, S.A. de C.V. (the “Purchaser Holdco”) and Fresnillo plc (“Parent”), pursuant to which, among other things, all of the issued and outstanding common shares (the “Shares”) in the capital of the Company will be acquired by the Purchaser for cash consideration of $3.65 per Share (the “Consideration”). The Circular and related materials can also be accessed at the Company’s website at www.probegold.com.
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The Meeting is to be held on January 13, 2026 at 11:00 a.m. (Toronto time) in person at Stikeman Elliott LLP, 5300 Commerce Court West 199 Bay Street Toronto, ON M5L 1B9. Only Shareholders of record as of the close of business on November 27, 2025 are entitled to receive notice of, attend, participate and vote at, the Meeting. At the Meeting, Shareholders will be asked to pass a special resolution (the “Arrangement Resolution”) approving the Arrangement.
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The Company also announced today that the Ontario Superior Court of Justice (Commercial List) has issued an interim order in connection with the Arrangement, authorizing the calling and holding of the Meeting and other matters related to the conduct of the Meeting.
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The board of directors of the Company (the “Board”) has unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders and, accordingly, the Board unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.
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Reasons
for
and
Benefits
of
the
Arrangement
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- All Cash Consideration Provides Certainty of Value and Immediate Liquidity. The all-cash Consideration to be received by the Shareholders pursuant to the Arrangement, which is not subject to any financing condition, allows the Shareholders to crystalize an attractive premium for all their Shares, providing certainty of value and liquidity for their investment, while removing the volatility associated with owning securities of the Company as an independent, publicly-traded company as well as the risks and uncertainties and longer potential timeline for realizing value from the Company’s strategic plan or other possible strategic alternatives.
- Significant Premium to Market Price. The Consideration to be received by Shareholders represents a premium of approximately: (i) 39% to the closing share price on the TSX on October 30, 2025, the last trading day prior to the announcement of the Arrangement; and (ii) 26% to the 20-day volume weighted average share price on the TSX ending October 30, 2025.
- Support of Largest Shareholder, Directors & Officers for the Arrangement. Eldorado Gold Corporation, as well as all directors and certain senior officers of the Company, have entered into the voting and support agreements pursuant to which such Shareholders have agreed to vote all Shares held by them in favour of the Arrangement. Collectively, such Shareholders represented approximately 12% of the outstanding Shares as of November 27, 2025.
- Credibility of Parent to Complete the Arrangement. The Purchaser’s obligations under the arrangement agreement entered into between the Company, the Purchaser, the Purchaser Holdco and Parent are unconditionally guaranteed by Parent, who has demonstrated commitment and credit worthiness which is indicative of the ability of the Purchaser to complete the transactions contemplated by the Arrangement.
- Receipt of Fairness Opinions. The Board received a fairness opinion from Canaccord Genuity Corp. and the special committee of independent directors of the Company (the “Special Committee”) received a fairness opinion from CIBC World Markets Inc., each of which concluded that, based upon and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.
- Extensive Strategic Review Process Conducted. The Arrangement reflects the outcome of an extensive period of strategic engagement with industry participants. For more than a year, the Company, with the assistance of its financial and legal advisors, conducted a strategic review process whereby thirty parties were contacted. As part of the strategic review process, inbound indications of interest were assessed, diligence information provided under confidentiality agreements and negotiations were held with several parties. This process enabled the Board and the Special Committee to evaluate available alternatives and ultimately determine that the Arrangement was in the best interests of Shareholders and the Company.
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YOUR
VOTE
IS
IMPORTANT.
CAST
YOUR
VOTE
WELL
IN
ADVANCE
OF
THE
PROXY VOTING DEADLINE.
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Shareholders are encouraged to read the Circular in its entirety and vote their Shares as soon as possible, in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to Shareholders together with the Circular. The Circular includes full details on the Arrangement and related matters, including the background to the Arrangement, voting procedures, benefits of the Arrangements, risk factors, the recommendations of the Board and the Special Committee, and the various factors considered by the Board and the Special Committee in making their respective recommendations.
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The deadline for voting Shares by proxy is at 11:00 AM (Toronto time) on January 9, 2026. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.
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Questions
&
Voting
Assistance
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Shareholders who have questions about the meeting or require assistance with voting may contact the Company’s proxy solicitation agent: