Core Viewpoint - Probe Gold Inc. is set to undergo a significant transaction where Fresnillo plc will acquire all outstanding common shares of Probe for C$3.65 per share, totaling approximately C$780 million, with independent proxy advisory firms recommending shareholders vote in favor of the arrangement [1][2][4]. 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 preceding 20 trading days [2]. - The transaction is expected to close in Q1 2026, pending the approval of the Arrangement Resolution and other conditions outlined in the arrangement agreement [3]. Advisory Recommendations - Institutional Shareholder Services Inc. (ISS) stated that the arrangement is strategically sound, providing immediate value and certainty to shareholders, with a positive market reaction [4]. - Glass Lewis concluded that the transaction offers reasonable financial terms, representing an attractive opportunity for shareholders to realize fair value and full liquidity [4]. Board of Directors' Position - The Board of Directors unanimously recommends that shareholders vote in favor of the Arrangement Resolution, deeming the transaction to be in the best interests of the Company [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. Toronto time [6]. - Shareholders must vote by proxy by 11:00 a.m. on January 9, 2026, to participate in the meeting [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]. Company Overview - Probe Gold Inc. is a Canadian gold exploration company focused on acquiring and developing high-quality gold properties, including the multimillion-ounce Novador Gold Project in Québec [10].
Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend Probe Gold Shareholders Vote FOR the Proposed Plan of Arrangement with Fresnillo