REG - Fresnillo Plc - Fresnillo to acquire Probe Gold

FresnilloAnnouncement

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RNS Number : 6085F  Fresnillo PLC  31 October 2025

 

                                Fresnillo plc

21 Upper Brook Street

London W1K 7PY

United Kingdom

www.fresnilloplc.com (http://www.fresnilloplc.com)

 

31 October 2025

 

 

Fresnillo to acquire Probe Gold

Fresnillo plc ("Fresnillo" or "the Company") is pleased to announce that it
has entered into a definitive arrangement agreement (the "Arrangement
Agreement") with Probe Gold Inc. ("Probe") to acquire 100% of the issued and
outstanding shares of Probe for an all-cash consideration of CAD$3.65 per
Share (the "Consideration"). The total equity value of the Transaction is
approximately CAD$780 million, (approx. US$560 million) on a fully diluted
basis.

The Consideration represents a premium of 24% to the 30‐day volume weighted
average ("VWAP") trading price per Share on the Toronto Stock Exchange ("TSX")
for the period ending 30 October 2025, being the last trading day prior to the
announcement of the Transaction.

Probe is a leading Canadian exploration company focused on the acquisition,
exploration, and development of highly prospective gold properties. It is the
100% owner of the multimillion-ounce Novador Gold Project, as well as an
early-stage Detour Gold project, both located in Quebec.

Highlights of the Transaction

·      Strategic entry into Canada, a world class Tier 1 mining
jurisdiction and the prolific Val d'Or Mining camp in Quebec which has a
long-standing history of gold mining and continued production growth, with a
skilled local workforce and existing infrastructure.

·      Adds a large resource base of 10 million ounces of gold including
8 million ounces of gold at its flagship project, Novador.

·      Novador is an advanced gold project which has the potential to
produce over 200,000 ounces per annum over 10+ years.

·      Substantial exploration upside through Probe's large,
underexplored land package of approximately 1,798km(2), including Novador Gold
Project in Quebec, as well as an early-stage project, Detour Gold Quebec,
which can leverage Fresnillo's technical and exploration capabilities and
track record.

·      Acquisition in line with Fresnillo's stated strategy, balancing a
disciplined, opportunistic and value-driven approach to M&A opportunities
with a focus on early stage projects that align with its core operations in
precious metals, while maximising the value of its existing portfolio.

 

·      Once the transaction is complete, Fresnillo will look to advance
the development of the Novador project, building on its long track record of
successfully bringing major new mines into production.

 

Fresnillo CEO Octavio Alvídrez commented:

"We are delighted to announce the acquisition of Probe Gold, a company that
fits our pursuit of high-quality exploration projects. This acquisition is
consistent with our disciplined approach to M&A we have consistently set
out over time. It meets our strict criteria of having a sizeable resource base
with upside optionality in a region with mining history, skilled personnel,
and existing infrastructure. We carried out extensive due diligence to
determine the attractiveness of this investment to both minimise risk and
ensure the acquisition has the potential to add considerable longer term value
for our shareholders.

"Fresnillo has a significant track record of identifying, developing, building
and operating successful gold and silver mines. We will take that considerable
experience and build on the current work completed by Probe's excellent team.
We are confident that together we will continue to advance and further
optimise the project. We are excited to be coming to Canada, an outstanding
mining jurisdiction with a global reputation for responsible development, and
to the Val d'Or region with its proud history of mining. We look forward to
engaging with all stakeholders to ensure shared value creation and success at
Novador and our other early stage exploration projects.

"While Mexico will remain central to our operating and growth strategy,
Probe's assets will meaningfully complement our existing pipeline of projects
and prospects. We are confident that the Novador project, together with our
advanced exploration projects in Mexico, will underpin Fresnillo's long term
future, further positioning us as one of the leading precious metals companies
in the world."

Transaction Summary

Fresnillo plc (LSE:FRES) has entered into a definitive arrangement agreement
with Probe Gold Inc. (TSX:PRB OTCQB:PROBF), pursuant to which a wholly-owned
subsidiary of Fresnillo (the "Purchaser") will acquire 100% of the issued and
outstanding shares of Probe (the "Shares") pursuant to a statutory plan of
arrangement under the Business Corporations Act (Ontario) (the
"Transaction") for an all cash consideration of CAD$3.65 per Share. The total
equity value of the Transaction is approximately CAD$780 million (approx.
US$560 million) on a fully diluted basis.

The Transaction will be subject to the approval of (i) at least 66-⅔% of the
votes cast by Probe shareholders and (ii) a simple majority of the votes cast
by minority shareholders in accordance with Canada's Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special Transactions at a
special meeting of Probe shareholders expected to be held in January 2026. In
addition to shareholder approval, the Transaction is also subject to the
receipt of the approval of the Ontario Superior Court of Justice and other
closing conditions customary in transactions of this nature. Full details of
the Transaction will be included in a management information circular of Probe
that is expected to be mailed to Probe shareholders in mid November 2025.

In connection with the Transaction, Eldorado Gold Corporation and each of the
directors and executive officers of Probe, collectively representing 12% of
the outstanding Shares, have entered into voting support agreements
(collectively, the "Voting Support Agreements") with the Purchaser and
Fresnillo, pursuant to which they have agreed, among other things, to vote all
of their Shares  in favour of the Transaction.

The Arrangement Agreement provides for customary deal protection provisions,
including non-solicitation covenants of Probe and "fiduciary out" provisions
in favour of Probe. In addition, the Arrangement Agreement provides for a
termination fee of C$31 million payable by Probe if it accepts a superior
proposal and in certain other specified circumstances. Each of Probe and the
Purchaser have made customary representations and warranties and covenants in
the Arrangement Agreement, including covenants regarding the conduct of
Probe's business prior to the closing of the Transaction.

Subject to the satisfaction of all conditions to closing set out in the
Arrangement Agreement, it is anticipated that the Transaction will be
completed in Q1 2026. Upon closing of the Transaction, it is expected that the
Shares will be delisted from the TSX and that Probe will cease to be a
reporting issuer under applicable Canadian securities laws.

The board of directors of Fresnillo has unanimously approved the Transaction
as it aligns with the Company's strategy and supports its long term
objectives.

The board of directors of Probe, upon unanimous recommendation of the special
committee, has also approved unanimously this Transaction and are recommending
that Probe shareholders vote in favour of the Transaction.

Financing

Fresnillo expects to finance the acquisition with existing cash on hand, which
as of June 30, 2025, was US$1.8 billion. There is no change to Fresnillo's
existing dividend policy.

Ongoing commitment to Sustainability and Community collaboration

Sustainability is a core pillar of Fresnillo's strategy and guides the
Company's decision-making process. Fresnillo is firmly committed to protecting
the environment and fostering partnerships that deliver lasting positive
impact where it operates.

Upon closing of the Transaction, Fresnillo will work with stakeholders,
including employees, the Quebec Government, business partners, local
communities, and First Nations groups. Fresnillo looks forward to building
strong relationships through meaningful dialogue and consultation, and
recognises that respect, inclusion and transparency is central to the
Company's license to operate. Fresnillo is committed to developing the Novador
project in a manner that respects First Nations rights and brings long-term
socio-economic benefits to the area.

Fresnillo is dedicated to minimising its environmental impact, protecting
wildlife, and adhering to all relevant regulations and industry standards.

Advisors

Fresnillo has engaged Macquarie Capital as financial advisor and Goodmans LLP
as legal advisor.

Conference Call / Presentation

Fresnillo will host an investor call at 9am (GMT) / on Friday 31 October 2025.
To participate please use the following link:

Webcast

https://kvgo.com/IJLO/fresnillo_announcement_2025
(https://kvgo.com/IJLO/fresnillo_announcement_2025)

 

Phone Registration

United Kingdom (Local): +44 20 3936 2999

United Kingdom (Toll-Free): +44 808 189 0158

Access Code: 394484

 

A recording of the webcast will be available on Fresnillo's website for those
unable to attend the live session.

 

For further information please contact:

 Fresnillo plc                                                                  Tel: +44 (0)20 7399 2470

 London
 Office

 Gabriela Mayor, Head of Investor Relations

 Mark Mochalski

 Mexico City Office                                                             Tel: +52 55 52 79 3206

 Ana Belem Zárate

 Sodali                                                                         Tel: +44 (0)20 7549 0997
 Peter Ogden

 

 

About Fresnillo

Fresnillo plc is the world's largest primary silver producer and Mexico's
largest gold producer, listed on the London and Mexican Stock Exchanges under
the symbol FRES.

Fresnillo plc has eight operating mines, all of them in Mexico - Fresnillo,
Saucito, Juanicipio, Ciénega, Herradura, Soledad-Dipolos(1), Noche Buena and
San Julián Veins and four advanced exploration projects - Orisyvo, Rodeo,
Guanajuato and Tajitos as well as a number of other long term exploration
prospects.

Fresnillo plc has mining concessions and exploration projects in Mexico, Peru
and Chile.

Fresnillo plc's goal is to maintain the Group's position as the world's
largest primary silver company and Mexico's largest gold producer.

(1) Operations at Soledad-Dipolos are currently suspended.

 

About Probe's Novador Project

Since 2016, Probe Gold has been consolidating its land position in the highly
prospective Val d'Or East area in the province of Quebec with a district-scale
land package of 842 square kilometres that represents one of the largest land
holdings in the Val-d'Or mining camp. The Novador project represents one
property block of 202 square kilometres that hosts four past producing mines
(Beliveau Mine, Bussiere Mine, Monique Mine and Beaufor Mine) and contains 80%
of the Company's gold resources in Val-d'Or East. Novador is situated in a
politically stable and low-cost mining environment that hosts numerous active
producers and mills.

 

About Probe Gold

Probe Gold Inc. is a leading Canadian company focused on the acquisition,
exploration, and development of highly prospective gold properties. The
Company is well-funded and dedicated to exploring and developing high-quality
gold projects. Notably, it owns 100% of its flagship asset, the
multimillion-ounce Novador Gold Project in Quebec, as well as an early-stage
Detour Gold Quebec project. Probe controls a large land package of
approximately 1798-square-kilometres of exploration ground within some of the
most prolific gold belts in Quebec.

 

 

Figure 1 - Probe's projects including Novador and other projects in Val d'Or,
Quebec in Canada

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