Fresnillo to acquire Probe Gold for C$780 million in all-cash deal

TORONTO - London-listed Fresnillo plc has agreed to acquire Canadian gold explorer Probe Gold Inc. (TSX:PRB) (OTCQB:PROBF) for C$3.65 per share in cash, representing a total transaction value of approximately C$780 million, according to a press release issued Friday. The offer comes for a company with a current market capitalization of about C$384 million, based on InvestingPro data.

The all-cash offer represents a 39% premium to Probe’s closing share price on October 30, 2025, and a 26% premium based on the 20-day volume-weighted average price. The acquisition price significantly exceeds Probe’s current trading price of C$1.88 and is well above its 52-week high of C$2.28, according to InvestingPro data, which also indicates the company appears fairly valued based on its proprietary Fair Value model.

Probe’s board of directors has unanimously recommended shareholders vote in favor of the transaction, which is expected to close in the first quarter of 2026, subject to required approvals.

The company’s directors, officers, and largest shareholder Eldorado Gold Corporation, collectively holding approximately 12% of outstanding shares, have entered into voting support agreements to back the deal.

Probe Gold’s flagship asset is the Novador Gold Project in Quebec, along with an early-stage Detour Gold Quebec project. The company controls approximately 1,798 square kilometers of exploration ground in Quebec’s gold belts. Despite reporting negative EBITDA of C$22.79 million in the last twelve months, Probe has maintained strong investor interest with a year-to-date price return of 54.71% and a one-year return of 61.35% according to InvestingPro data.

"This transaction offers an attractive premium and represents an excellent outcome for our shareholders, which validates the tremendous efforts of the Probe team," said David Palmer, Chief Executive Officer of Probe Gold.

The transaction will be implemented through a statutory plan of arrangement requiring approval from at least two-thirds of votes cast by Probe shareholders at a special meeting, as well as court approval.

Fresnillo, described as the world’s largest primary silver producer and Mexico’s largest gold producer, has a market capitalization of approximately US$22 billion and reported cash on hand of US$1.8 billion as of June 30, 2025.

The arrangement agreement includes customary deal protections including non-solicitation covenants and a C$31 million break fee payable by Probe in certain circumstances.

Canaccord Genuity is serving as Probe’s financial advisor, while CIBC World Markets is advising the special committee of independent directors.

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