Core Viewpoint - Probe Gold Inc. has entered into a definitive agreement with Fresnillo plc for the acquisition of all issued and outstanding common shares of Probe, offering a cash consideration of C$3.65 per share, representing a 39% premium over the closing price as of October 30, 2025 [1][6]. Company Overview - Fresnillo plc is the world's largest primary silver producer and Mexico's largest gold producer, operating eight mines and four advanced exploration projects in Mexico, with additional interests in Peru and Chile [2]. - Probe Gold Inc. is a Canadian gold exploration company focused on acquiring, exploring, and developing gold properties, including the multimillion-ounce Novador Gold Project in Québec [16]. Transaction Highlights - The total purchase price for the transaction is approximately C$780 million, with the cash offer not subject to a financing condition [6][7]. - The transaction is expected to close in Q1 2026, subject to customary approvals [6][13]. Board Recommendations - The Board of Directors of Probe unanimously recommends that shareholders vote in favor of the transaction, citing it as being in the best interests of Probe [6][8]. - Directors and officers of Probe, along with Eldorado Gold Corporation, representing approximately 12% of the shares, have entered into voting support agreements to vote in favor of the transaction [6][11]. Benefits to Shareholders - The transaction offers immediate liquidity and certainty of value for Probe shareholders, while removing future risks related to dilution, commodity prices, and project execution [7]. - Fresnillo's strong financial position, with a market capitalization of approximately US$22 billion and cash on hand of US$1.8 billion as of June 30, 2025, adds credibility to the deal [7]. Fairness Opinions - Canaccord Genuity Corp. and CIBC World Markets Inc. have provided fairness opinions indicating that the consideration for Probe shareholders is fair from a financial perspective [9]. Transaction Details - The transaction will be executed through a statutory plan of arrangement under the Business Corporations Act (Ontario), requiring court approval and a two-thirds majority vote from Probe shareholders [10]. - The Arrangement Agreement includes customary deal protections and a break fee of C$31 million under certain circumstances [12].
Fresnillo to Acquire Probe Gold for C$780 Million