Probe Gold Shareholders Greenlight $780 Million Takeover by Fresnillo

2026-01-14 companies

Toronto, Tuesday, 13 January 2026.
With nearly 89% of votes cast in favor, investors officially approved the C$3.65 per share cash deal, positioning the major acquisition for an expected close on January 21.

Resounding Shareholder Mandate

At the special meeting held today, January 13, 2026, Probe Gold Inc. (TSX: PRB; OTCQB: PROBF) secured a decisive mandate from its investors to proceed with the acquisition by Fresnillo Quebec Acquisition Inc. A total of 140,801,231 shares were voted during the proceeding, with 124,785,713 votes cast in favor of the arrangement resolution [1][2]. This represents an approval rate of 88.63% of the total votes cast [3]. Support was similarly strong among minority shareholders, where 88.04% of the 133,909,592 minority shares voted were cast in favor of the transaction [1][3]. The deal, which offers shareholders a cash consideration of C$3.65 per share, values the Canadian exploration company at approximately C$780 million [4][5].

Premium Valuation and Advisory Support

The approved acquisition price of C$3.65 per share represents a significant premium for investors, calculated at 39% and 26% over recent trading benchmarks prior to the deal’s announcement [4]. The transaction’s structure had previously garnered the support of leading proxy advisory firms, Institutional Shareholder Services and Glass Lewis, both of which recommended that shareholders vote in favor of the takeover [4]. This institutional backing likely contributed to the high voter turnout and the strong affirmative result seen in today’s final tally.

Timeline to Completion

With the shareholder approval now secured, the transaction moves to its final regulatory phases. Probe Gold has announced it anticipates seeking a final order approving the arrangement from the Ontario Superior Court of Justice on January 19, 2026 [1][3]. Provided the court grants approval and all customary closing conditions are satisfied, the companies expect the arrangement to become effective on or around January 21, 2026 [2][3]. Following the completion of the deal, Probe Gold’s shares are expected to be delisted from the Toronto Stock Exchange [4].

Strategic Asset Consolidation

This acquisition allows Fresnillo to consolidate a significant land position in a top-tier mining jurisdiction. Through the purchase, Fresnillo secures 100% ownership of the Novador Gold Project, a multimillion-ounce resource located in Québec [1]. The deal also includes the early-stage Detour Gold Quebec project, bringing the total exploration ground under control to approximately 1,798 square kilometers [2][3]. This extensive portfolio aligns with the broader industry trend of major producers acquiring development-stage assets to bolster their long-term project pipelines [4].

Sources

Mining Sector Shareholder Vote