July 11th, 2016
Toronto, July 11, 2016- Probe Metals Inc.(TSX-V: PRB) ('Probe' or the 'Company') ispleased to announce that, due to increased investor demand, the Company is increasing its previously announced private placement (see news release dated July 7, 2016) to up to $13.38million from up to $5.26million(the 'Offering'). The Offering will now consist of up to 8,383,750Non-Flow Through Units (the 'Non-Flow Through Units') of the Company at a price of $0.95 per Non-Flow Through Unit for gross proceeds of up to $7.97million and up to 3,616,250 Flow Through Units (the 'Flow Through Units' and collectively with the Non-Flow Through Units referred to herein as the 'Units') of the Company at an averageprice of $1.50 per Flow Through Unit for gross proceeds of up to $5.41million. Each Unit consists of one common share of the Company and one half of one common share purchase warrant ('Warrant').
TheCompany is pleased to announcethat Goldcorp Inc. ('Goldcorp') has indicated it intends to exercise its participation right and participate in the Offering. In addition, certaindirectors and officers of Probe are participating in the Offering for a total of 742,000 Non Flow-Through Units.
Each full Warrant will entitle the holder to purchase one additional common share of the Company at a price of $1.75per share for a period of eighteen monthsfrom the closing date.
The Agents will also have the option (the 'Agents' Option') to sell up to an additional 10% of the number of Non-Flow Through Units and Flow-Through Unitssold pursuant to the Offering.
The proposed brokered private placement financing is co-led by Macquarie Capital Markets Canada Ltd. and Medalist Capital Ltd.and includes a syndicate of Haywood Securities Inc., CormarkSecurities Inc., Paradigm Capital Inc., Mackie Research Capital CorporationandBeacon Securities Limited.
The gross proceeds from the Offering will be used to fund 'Canadian exploration expenses' (within the meaning of the Income Tax Act(Canada)) related to Probe's projects in Ontario and Québec, as well as for general working capital purposes.
The Offering will take place by way of a private placement to qualified investors in such provinces of Canada as the Agentsmay designate, and otherwise in those jurisdictions where the Offering can lawfully be made. The securities to be issued under the Offering will have a hold period of four months and one day from closing.
It is expected that the closing of the Offering will occur on or about August 11, 2016(the 'Closing Date') and is subject to the satisfaction of certain conditions, including receipt of all applicable regulatory approvals including the approval of the TSX Venture Exchange.In consideration for their services, the Agentswill receive a cash commission equal to 6.0% of thegross proceeds of the Offering, including any proceeds realized on exercise of the Agents' Option.
About Probe Metals:
Probe Metals Inc. is a leading Canadian gold exploration company focused on the acquisition, exploration anddevelopment of highly prospective gold properties. The Company is well-funded and controls a strategic land package of over 1,000-square-kilometres of exploration ground within some of the most prolific gold belts in Ontario and Quebec: Val d'Or, West Timmins, Casa-Berardi and Detour Quebec. The Company is committed to discovering and developing high-quality gold projects, including its key asset the Val-d'Or East Gold Project. The Company was formed as a result of the sale of Probe Mines Limited to Goldcorp on March 13, 2015. Goldcorp currently owns a 15% stake in the Company.
On behalf of Probe Metals Inc.,
Dr. David Palmer,
President & Chief Executive Officer
For further information, please contact:
Patrick Langlois, Vice President, Corporate Development
Tel: (416) 777-9470
Email: [email protected]
Karen Willoughby, Director of Corporate Communications
Tel: (866) 936-6766
Email: [email protected]
Forward-Looking Statements
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.This News Release includes certain 'forward-looking statements' which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as 'believes', 'anticipates', 'expects', 'estimates', 'may', 'could', 'would', 'will', or 'plan'. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited tofailureto identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.