Dr. David Palmer reports

INDEPENDENT PROXY ADVISORY FIRMS, ISS AND GLASS LEWIS, RECOMMEND PROBE GOLD SHAREHOLDERS VOTE FOR THE PROPOSED PLAN OF ARRANGEMENT WITH FRESNILLO

Two leading independent proxy advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. LLC, have each recommended that Probe Gold Inc.'s shareholders vote for the special resolution approving the previously announced statutory plan of arrangement under the Business Corporations Act (Ontario) among Probe, Fresnillo Quebec Acquisition Inc. (the purchaser), Prestadora de Servicios Jarillas SA de CV (Purchaser Holdco) and Fresnillo PLC, pursuant to which the purchaser, an indirect subsidiary of Fresnillo, shall acquire all of the issued and outstanding common shares of Probe for cash consideration of $3.65 per share for an aggregate purchase price of approximately $780-million.

The consideration represents a 39-per-cent premium based on the closing price of the shares on the Toronto Stock Exchange as at Oct. 30, 2025, and a 26-per-cent premium based on the volume-weighted average price of the shares on the TSX over the 20 trading days ended Oct. 30, 2025.

Subject to the satisfaction of all conditions to closing set out in the arrangement agreement dated Oct. 30, 2025, among Probe, the purchaser, Purchaser Holdco and Fresnillo, including the approval of the arrangement resolution, 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.

ISS's and Glass Lewis's recommendations

In making its recommendation that Probe shareholders vote for the arrangement resolution, ISS noted: "The arrangement appears to be strategically sound. The cash consideration represents a substantial premium over the unaffected market price, providing immediate value and certainty to shareholders. The market reaction has been positive, and the valuation appears credible."

In making its recommendation for the arrangement resolution, Glass Lewis concluded: "In our view, the transaction is based on reasonable financial terms that appear to be fair and favourable for the company's shareholders, and the proposed arrangement represents an attractive opportunity at which shareholders can realize fair value, full liquidity and certainty for their investments."

Board recommendation

The board of directors of the company has unanimously determined that the transaction is in the best interests of the company and is fair to the shareholders and, accordingly, the board unanimously recommends that the shareholders vote for the arrangement resolution.

Details about Probe's special meeting of shareholders

Probe's special meeting of shareholders, at which the company's shareholders will vote on the arrangement resolution, will be held on Jan. 13, 2026, at 11 a.m. Toronto time in person at Stikeman Elliott LLP, Suite 5300, Commerce Court West, 199 Bay St., Toronto, Ont., M5L 1B9. Only Probe shareholders of record as of the close of business on Nov. 27, 2025, are entitled to receive notice of, attend, participate and vote at the meeting. The deadline for voting shares by proxy at the meeting is at 11 a.m. Toronto time on Jan. 9, 2026.

All directors and officers of Probe as well as Eldorado Gold Corp., who collectively hold approximately 12 per cent of the shares, have entered into voting support agreements with Fresnillo, pursuant to which they have agreed to, among other things, vote in favour of the transaction.

Questions and voting assistance

Shareholders who have questions about the meeting or require assistance with voting may contact the company's proxy solicitation agent, Laurel Hill Advisory Group.

Telephone:  1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (outside of North America)

Text message:   text the word "info" to 1-416-304-0211 or 1-877-452-7184

E-mail:  assistance@laurelhill.com

About Probe Gold Inc.

Probe Gold is a leading Canadian gold exploration company focused on the acquisition, exploration and development of highly prospective gold properties. The company is well-financed and dedicated to exploring and developing high-quality gold projects. Notably, it owns 100 per cent of its flagship asset, the multimillion-ounce Novador gold project in Quebec, as well as the early-stage Detour gold project in Quebec. Probe controls a large land package of approximately 1,798 square kilometres of exploration ground within some of the most prolific gold belts in Quebec.

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