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

Core Viewpoint - Probe Gold Inc. has announced a plan of arrangement to be approved by shareholders, involving the acquisition of all outstanding common shares for cash consideration of $3.65 per share, representing a significant premium to market prices [1][7]. Meeting Details - The special meeting for shareholders is scheduled for January 13, 2026, at 11:00 a.m. in Toronto, with only shareholders of record as of November 27, 2025, eligible to vote [2]. - Shareholders will be asked to pass a special resolution approving the arrangement [2]. Court Approval - The Ontario Superior Court of Justice has issued an interim order authorizing the calling and holding of the meeting related to the arrangement [3]. Board Recommendation - The board of directors has unanimously determined that the arrangement is in the best interests of the company and recommends shareholders vote in favor of the arrangement resolution [4][6]. Benefits of the Arrangement - The all-cash consideration provides certainty of value and immediate liquidity, allowing shareholders to realize an attractive premium while mitigating risks associated with owning shares in a publicly-traded company [7]. - The cash consideration represents a premium of approximately 39% to the closing share price on October 30, 2025, and 26% to the 20-day volume weighted average share price [7]. - Support from the largest shareholder, Eldorado Gold Corporation, and other directors and officers, who collectively hold about 12% of the outstanding shares, is secured [7]. - The parent company has demonstrated commitment and creditworthiness, ensuring the purchaser's ability to complete the transaction [7]. - Fairness opinions from Canaccord Genuity Corp. and CIBC World Markets Inc. confirm that the consideration is fair from a financial perspective [8]. - The arrangement follows an extensive strategic review process involving thirty parties, leading to the conclusion that this is the best option for shareholders [8]. Voting Information - Shareholders are encouraged to read the management information circular in its entirety and vote as soon as possible, with the proxy voting deadline set for January 9, 2026 [9][10].