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

Author of the article:You can save this article by registering for free here. Or sign-in if you have an account.Subscribe now to read the latest news in your city and across Canada.Subscribe now to read the latest news in your city and across Canada.Create an account or sign in to continue with your reading experience.Create an account or sign in to continue with your reading experience.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.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.Get the latest headlines, breaking news and columns.By signing up you consent to receive the above newsletter from Postmedia Network Inc.A welcome email is on its way. If you don't see it, please check your junk folder.The next issue of Top Stories will soon be in your inbox.We encountered an issue signing you up. Please try againInterested in more newsletters? Browse here.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.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.ReasonsforandBenefitsoftheArrangementYOURVOTEISIMPORTANT.CASTYOURVOTEWELLINADVANCEOFTHEPROXY VOTING DEADLINE.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.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.Questions&VotingAssistanceShareholders who have questions about the meeting or require assistance with voting may contact the Company’s proxy solicitation agent:LaurelHillAdvisoryGroupTelephone: 1-877-452-7184 (toll free in North America); or 1-416-304-0211 (outside of North America).Text Message: Text the word, “Info”, to 1-416-304-0211 or 1-877-452-7184.Email: assistance@laurelhill.com.AboutProbe Gold Inc.Probe Gold Inc. is a leading Canadian gold exploration company focused on the acquisition, exploration, and development of highly prospective gold properties. The Company is well-funded and dedicated to exploring and developing high-quality gold projects. Notably, it owns 100% of its flagship asset, the multimillion-ounce Novador Gold Project in Québec, as well as an early-stage Detour Gold Quebec project. Probe controls a large land package of approximately 1,798-square-kilometres of exploration ground within some of the most prolific gold belts in Québec.On behalf of Probe Gold Inc.,Dr. David Palmer,President & Chief Executive OfficerFor further information:Please visit our website at www.probegold.com or contact:Seema SindwaniVice-President of Investor Relations info@probegold.com+1.416.777.9467Forward-LookingInformationThis press release contains “forward-looking information” and “forward-looking statements” (collectively, “Forward-looking information”) within the meaning of applicable securities laws. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. These statements include, without limitation, statements regarding the timing of the Meeting and the mailing date of the Meeting materials.In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management, and although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under “Risk Factors” of the Company’s management information circular relating to the Meeting filed on SEDAR+. These risks and uncertainties further include (but are not limited to) as concerns the Arrangement, the failure of the parties to obtain the necessary shareholder and court approvals or to otherwise satisfy the conditions to the completion of the Arrangement, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant Arrangement costs or unknown liabilities, failure to realize the expected benefits of the Arrangement, and general economic conditions. Failure to obtain the necessary shareholder and court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Company continues as a publicly-traded entity, there are risks that the announcement of the proposed Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects.Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.Postmedia is committed to maintaining a lively but civil forum for discussion. Please keep comments relevant and respectful. Comments may take up to an hour to appear on the site. You will receive an email if there is a reply to your comment, an update to a thread you follow or if a user you follow comments. Visit our Community Guidelines for more information.