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Highlights
- Probe Gold shareholders to receive C$3.65 per share in cash.
- Transaction valued at approximately C$780 million.
- Expected completion in the first quarter of 2026, subject to approvals.
PROBE GOLD INC. (TSX:PRB) announced that it has entered into a definitive arrangement agreement with Fresnillo plc (“Fresnillo”), under which Fresnillo will acquire all issued and outstanding common shares of Probe through a statutory plan of arrangement under the Business Corporations Act (Ontario). The agreement values Probe at approximately C$780 million, representing a cash payment of C$3.65 per share.
The offer reflects a 39% premium to Probe’s closing price on the Toronto Stock Exchange as of October 30, 2025, and a 26% premium to its 20-day volume-weighted average price over the same period.
Transaction Terms and Approvals
Under the proposed transaction, Probe shareholders will receive all-cash consideration, with no financing condition attached. The transaction is expected to provide immediate liquidity and certainty of value. According to the company, the offer removes future dilution, commodity, construction, and execution risks associated with the ongoing development of Probe’s Novador project in Québec.
The Probe board of directors has unanimously approved the agreement and recommends that shareholders vote in favor of the transaction. Additionally, Probe’s directors, officers, and Eldorado Gold Corporation—collectively holding approximately 12% of Probe’s shares—have entered into voting support agreements with Fresnillo.
Completion of the deal remains subject to shareholder, regulatory, and court approvals, with closing anticipated in the first quarter of 2026.
Management Commentary
David Palmer, Chief Executive Officer and Director of Probe, stated:
“This transaction offers an attractive premium and represents an excellent outcome for our shareholders, which validates the tremendous efforts of the Probe team. After nine years of steady progress advancing the Novador project, we believe this is an opportune moment to transfer the project to an experienced operator with the expertise to advance it through permitting and into construction. Fresnillo is a leading operator in the precious metals industry with the financial strength, technical expertise and shared commitment to responsible and collaborative development. Today’s offer marks a major milestone for Probe, and I would like to express my gratitude to our employees, shareholders, First Nations partners, community partners, and the Province of Québec for their support throughout our journey.”
About Fresnillo plc
Fresnillo plc, listed on the London and Mexican Stock Exchanges (FRES), is the world’s largest primary silver producer and Mexico’s largest gold producer. The company operates eight mines and four advanced exploration projects across Mexico, with additional exploration interests in Peru and Chile. Fresnillo continues to expand its international presence while advancing its portfolio of exploration and development projects.
