Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend Probe Gold Shareholders Vote FOR the Proposed Plan of Arrangement with Fresnillo

Core Viewpoint - Probe Gold Inc. has received recommendations from two independent proxy advisory firms, ISS and Glass Lewis, to vote in favor of a special resolution for a statutory plan of arrangement with Fresnillo, which involves acquiring all outstanding common shares of Probe for C$3.65 per share, totaling approximately C$780 million [1][4]. Summary by Sections Transaction Details - The cash consideration of C$3.65 per share represents a 39% premium over the closing price on October 30, 2025, and a 26% premium based on the volume-weighted average price over the 20 trading days ending on the same date [2]. - The transaction is expected to close in Q1 2026, subject to the satisfaction of all conditions outlined in the arrangement agreement, including shareholder approval [3]. Recommendations from Advisory Firms - ISS stated that the arrangement is strategically sound, providing immediate value and certainty to shareholders, with a positive market reaction and credible valuation [4]. - Glass Lewis concluded that the transaction offers reasonable financial terms that are fair and favorable for shareholders, representing an attractive opportunity for realizing fair value and liquidity [4]. Board of Directors' Position - The Board of Directors unanimously recommends that shareholders vote in favor of the Arrangement Resolution, determining that the transaction is in the best interests of the Company and fair to shareholders [5]. Shareholder Meeting Information - A special meeting for shareholders to vote on the Arrangement Resolution is scheduled for January 13, 2026, at 11:00 a.m. in Toronto [6]. - Shareholders of record as of November 27, 2025, are entitled to vote, with a proxy voting deadline set for January 9, 2026 [7]. Voting Support Agreements - Directors and officers of Probe, along with Eldorado Gold Corporation, holding approximately 12% of the shares, have entered into voting support agreements to vote in favor of the transaction [8].