Probe Metals Inc.

Published : April 07th, 2016

Probe Metals and Adventure Gold to combine creating a well-funded Quebec & Ontario focused gold explorer and developer.

( 0 vote, 0/5 ) Print article
  Article Comments Comment this article Rating Follow Company  
0
Send
0
comment

Probe Metals and Adventure Gold to combine creating a well-funded Quebec & Ontario focused gold explorer and developer.

5c92b1ec-7c76-42ce-bb37-0730bba4b58c.pdf




Symbol: TSX-V:AGE NEWS RELEASE


PROBE METALS AND ADVENTURE GOLD TO COMBINE

CREATING A WELL-FUNDED QUEBEC & ONTARIO FOCUSED GOLD EXPLORER AND DEVELOPER


Montreal, April 7, 2016 - Adventure Gold Inc. ("Adventure") (TSX-V:AGE) and Probe Metals Inc. ("Probe") (TSX-V:PRB) are pleased to announce that they have entered into a definitive agreement to combine their respective companies (the "Transaction") by way of a plan of arrangement. The Transaction will create a new, leading gold explorer and developer with properties in some of the most prolific greenstone belts in Quebec and Ontario. The combined company will continue to unlock value at Adventure's Val-d'Or East Project, which currently contains a NI 43-101 inferred resources of 770,000 ounces at 2.6 g/t gold calculated at a 1.0 g/t cut-off above 350m depth and 1.5 g/t cut-off below, and in its portfolio of 19 other projects within some of the most high-profile gold camps in Canada including: Val-d'Or, West Timmins, Casa Berardi and Detour Quebec.


Under the terms of the Transaction, holders of Adventure shares will receive 0.39 of a Probe share for each Adventure share held. The exchange ratio is equivalent to consideration of C$0.285 per Adventure common share, based on the closing price of Probe on April 6, 2016, and implies a total equity value of approximately C$22.8 million. The exchange ratio represents a 36% premium to Adventure's closing price, as at April 6, 2016, and 23% premium to both companies' 20-day volume-weighted average prices. Probe has currently 34,914,205 common shares issued and outstanding. Upon completion of the Transaction, Probe will have approximately 66,191,220 shares issued and outstanding, and existing Probe and Adventure shareholders will own approximately 53% and 47% of the combined company, respectively.


As part of the Transaction, Probe plans to complete a non-brokered private placement (the "Financing") with Goldcorp Inc. ("Goldcorp") for proceeds of approximately $2.9 million, as further detailed below.


Highlights of the Merger


  • Creation of a leading Quebec & Ontario focused gold explorer and developer: A current NI 43-101 inferred resource of 770,000 ounces at 2.6 g/t gold with excellent exploration potential at its Val d'Or East project, located within one of Canada's leading gold mining camps, as well as an extensive portfolio of underexplored properties covering over 900 km2 throughout Ontario and

    Quebec

  • Well-funded entity: Strong treasury of approximately C$22 million post Transaction and Financing with Goldcorp to support growth and provide further potential capacity to transact

  • Strong management team: Combination of highly experienced board and management teams with a proven track record of delivering shareholder value through mineral discovery and project development

  • Enhanced capital markets profile: Combined company's capital markets profile expected to be enhanced due to a combined market capitalization, greater trading liquidity and increased market profile

David Palmer, President and CEO of Probe, stated: "Probe has spent more than a year reviewing over 400 projects and we are excited to have identified an opportunity that we believe has the potential to add significant value to all Shareholders of the merged company. The combination of Adventure's prospective project portfolio, Probe's strong balance sheet and the combined Company's technical and corporate experience will allow us to deliver value through focused and cost-effective exploration in two of the friendliest, safest and most productive mining jurisdictions in the World."


Marco Gagnon, President and CEO of Adventure, stated: "This transaction represents a logical business combination that will create a well-funded exploration platform that can drive our projects forward. Our combined management teams have a strong track record of delivering value through exploration, and we are confident that our shareholders will benefit from the value creation opportunities presented by this transaction."


Transaction Conditions and Timing


The Transaction will be carried out by way of a court approved plan of arrangement and will require the approval of at least 66 2/3% of the votes cast by the shareholders of Adventure Gold at a special meeting. The directors and officers of Adventure and key shareholders of Adventure have entered into support agreements representing approximately 30% of shares outstanding.


Probe and Adventure's Board of Directors have determined that the proposed combination is in the best interest of their respective companies, and have unanimously approved of the Transaction. Adventure's Board of Directors recommend that their shareholders vote in favour of the proposed transaction.


Completion of the Transaction is subject to approvals of the TSXV, the Superior Court of Québec and other customary closing conditions. The Transaction includes customary deal-protection provisions, including a C$800,000 termination fee payable under certain circumstances.


Private Placement Transaction


In connection with the Transaction, Probe plans to complete a non-brokered private placement with Goldcorp of 4,400,000 common shares at a price of $0.66 per share for proceeds of approximately

$2.9 million (the "Financing"). Upon closing Probe will grant Goldcorp certain additional rights including, but not limited to, anti-dilution rights allowing it to maintain its equity ownership interest in the combined company and the right to participate in any future equity financings to acquire up to a 19.9-per-cent ownership position in the combined company. Following completion of the Transaction and the Financing, Goldcorp will own approximately 10,577,846 million common shares of Probe, representing 15.0% of Probe's issued and outstanding common shares.


Management Team and Board of Directors


The senior management of the combined company will include all current management of Probe with David Palmer as President and CEO as well as Marco Gagnon from Adventure, who will be appointed Executive Vice President. Jamie Sokalsky, former CEO of Barrick Gold, will continue as Chairman of Probe. The Board will be comprised of six directors, including all of the current board members of Probe. One director from Adventure will be appointed to the combined company's Board upon closing of the Transaction.


Probe will also be adding technical expertise and experience with the current Adventure exploration team based in Rouyn-Noranda, Quebec.

Advisors and Counsel


Probe's financial advisor is Macquarie Capital Markets Canada Ltd. and its legal counsel is Stikeman Elliott LLP. Macquarie Capital Markets Canada Ltd. provided an opinion to Probe's Board of Directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the consideration to be paid by Probe pursuant to the Transaction is fair, from a financial point of view, to Probe.


Adventure's legal counsel is Fasken Martineau DuMoulin LLP. Cormark Securities Inc. has provided an opinion to Adventure's Board of Directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the Transaction is fair, from a financial point of view, to the shareholders of Adventure.


Mr. Marco Gagnon and Yves Dessureault respectively CEO and COO of Adventure Gold and Probe Metals acting as the qualified persons (as defined by NI 43-101) reviewed and approved the scientific and technical information in this press release.


About Probe Metals:


Probe Metals Inc. is a Canadian gold exploration company focused on the acquisition, exploration and development of highly prospective gold properties. As of December 31, 2015, Probe is well-positioned with approximately $18.3 million in treasury. Probe was formed as a result of the sale of Probe Mines Limited to Goldcorp on March 13, 2015. Goldcorp currently owns a 17.7% stake in Probe.


About Adventure Gold:


Adventure Gold Inc. is focused on discovering and developing high-quality gold deposits in the Abitibi region located in eastern Canada - one of the richest gold mining areas in the world. Adventure Gold has become an important player in the mineral exploration industry with one of the best portfolios of exploration properties along the main gold-bearing structures of the Abitibi Greenstone Belt. The Company is exploring mainly close to gold mines where mining production infrastructure is already in place, which distinguishes it from several other exploration companies. The Company owns 100% of the rights on its Val-d'Or East main project (90km²; 770,000 ounces of gold at 2.6 g/t Au in Inferred resources calculated at a 1.0 g/t cut-off above 350m depth and 1.5 g/t cut-off below - January 2013, 43-101 technical report) and Detour Quebec.


For further information:


Please visit the Adventure Gold and Probe Metals websites at www.adventure-gold.com and www.probemetals.com or contact:



Marco Gagnon President & CEO Adventure Gold Inc. Tel: (450) 743-5527

Email: [email protected]


David Palmer President & CEO Probe Metals Inc. Tel: (416) 777-1551

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 Probe and Adventure joint News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe Probe and Adventure's future plans, objectives or goals, including words to the effect that Probe and Adventure or their 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 Probe and Adventure, Probe and Adventure provide 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, Probe and the combined company's objectives, goals or future plans, statements, details of the business combination with Adventure, exploration results, potential mineralization, the combined company's portfolio, treasury, management team and enhanced capital markets profile, the proposed private placement with Goldcorp Inc., the timing of the Transaction, 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 to failure an inability to complete the business combination with Adventure on the terms as proposed or at all including failure to obtain the required approvals of the Adventure shareholders, failure to 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, regulatory, 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 Probe and Adventure's public documents filed on SEDAR. Although Probe and Adventure believe 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. Probe and Adventure disclaim 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.

Read the rest of the article at www.publicnow.com
Data and Statistics for these countries : Canada | All
Gold and Silver Prices for these countries : Canada | All

Probe Metals Inc.

CODE : PRB.V
Follow and Invest
Add to watch list Add to your portfolio Add or edit a note
Add Alert Add to Watchlists Add to Portfolio Add Note
ProfileMarket
Indicators
VALUE :
Projects & res.
Press
releases
Annual
report
RISK :
Asset profile
Contact Cpy

Probe Metals is a exploration company based in Canada.

Probe Metals is listed in Canada. Its market capitalisation is CA$ 404.6 millions as of today (US$ 317.1 millions, € 300.2 millions).

Its stock quote reached its lowest recent point on November 21, 2008 at CA$ 0.05, and its highest recent level on January 30, 2015 at CA$ 5.50.

Probe Metals has 93 230 000 shares outstanding.

Your feedback is appreciated, please leave a comment or rate this article.
Rate : Average note :0 (0 vote) View Top rated
 
Corporate news of Probe Metals Inc.
7/27/2016Probe Metals Completes Sale of Certain Properties in the Cas...
7/25/2016?Probe Metals Announces Royalty Buy Back at Val-D’Or East Pr...
7/12/2016?Probe Metals Announces Royalty Buy Back at Val-D’Or East Pr...
7/11/2016Probe Metals Increases Equity Financing to $13.38 Million
7/7/2016Probe Metals Announces a $5.26 million Flow-Through Equity F...
7/4/2016Probe Metals Completes Acquisition of Adventure Gold; Closes...
7/4/2016Shareholders of Adventure Gold and Superior Court of Québec ...
6/10/2016Probe Metals Completes Acquisition of Adventure Gold; Closes...
6/6/2016Shareholders of Adventure Gold and Superior Court of Quebec ...
6/6/2016Shareholders of Adventure Gold and Superior Court of Quebec ...
4/7/2016Probe Metals and Adventure Gold to combine creating a well-f...
Comments closed
 
Latest comment posted for this article
Be the first to comment
Add your comment
TSX-V (PRB.V)
4.34+0.46%
TSX-V
Prev close Open
Low High
Year l/h YTD var.
 -  -
52 week l/h 52 week var.
- -  - -100.00%
Volume 1 month var.
-100.00%
Produces
Develops
Explores for
 
 
 
Analyse
Interactive chart Add to compare
Interactive
chart
Print Compare Export
You must be logged in to use the porfolio and watchlists (free)
Top Newsreleases
MOST READ
Annual variation
DateVariationHighLow
2024
202321.26%1.671.28
2022-33.85%2.331.09
202112.94%2.151.26
202049.12%1.950.54
 
5 years chart
 
3 months chart
 
3 months volume chart
 
 
Mining Company News
Plymouth Minerals LTDPLH.AX
Plymouth Minerals Intersects Further High Grade Potash in Drilling at Banio Potash Project - Plannin
AU$ 0.12-8.00%Trend Power :
Santos(Ngas-Oil)STO.AX
announces expected non-cash impairment
AU$ 7.70-0.65%Trend Power :
Oceana Gold(Au)OGC.AX
RELEASES NEW TECHNICAL REPORT FOR THE HAILE GOLD MINE
AU$ 2.20+0.00%Trend Power :
Western Areas NL(Au-Ni-Pl)WSA.AX
Advance Notice - Full Year Results Conference Call
AU$ 3.86+0.00%Trend Power :
Canadian Zinc(Ag-Au-Cu)CZN.TO
Reports Financial Results for Q2 and Provides Project Updates
CA$ 0.12+4.55%Trend Power :
Stornoway Diamond(Gems-Au-Ur)SWY.TO
Second Quarter Results
CA$ 0.02+100.00%Trend Power :
McEwen Mining(Cu-Le-Zn)MUX
TO ACQUIRE BLACK FOX FROM PRIMERO=C2=A0
US$ 12.26+2.68%Trend Power :
Rentech(Coal-Ngas)RTK
Rentech Announces Results for Second Quarter 2017
US$ 0.20-12.28%Trend Power :
KEFIKEFI.L
Reduced Funding Requirement
GBX 0.53-1.87%Trend Power :
Lupaka Gold Corp.LPK.V
Lupaka Gold Receives First Tranche Under Amended Invicta Financing Agreement
CA$ 0.06+0.00%Trend Power :
Imperial(Ag-Au-Cu)III.TO
Closes Bridge Loan Financing
CA$ 2.64-1.86%Trend Power :
Guyana Goldfields(Cu-Zn-Pa)GUY.TO
Reports Second Quarter 2017 Results and Maintains Production Guidance
CA$ 1.84+0.00%Trend Power :
Lundin Mining(Ag-Au-Cu)LUN.TO
d Share Capital and Voting Rights for Lundin Mining
CA$ 16.23+4.04%Trend Power :
Canarc Res.(Au)CCM.TO
Canarc Reports High Grade Gold in Surface Rock Samples at Fondaway Canyon, Nevada
CA$ 0.24+4.26%Trend Power :
Havilah(Cu-Le-Zn)HAV.AX
Q A April 2017 Quarterly Report
AU$ 0.20+2.63%Trend Power :
Uranium Res.(Ur)URRE
Commences Lithium Exploration Drilling at the Columbus Basin Project
US$ 6.80-2.86%Trend Power :
Platinum Group Metals(Au-Cu-Gems)PTM.TO
Platinum Group Metals Ltd. Operational and Strategic Process ...
CA$ 1.88+0.53%Trend Power :
Devon Energy(Ngas-Oil)DVN
Announces $340 Million of Non-Core Asset Sales
US$ 52.71+0.19%Trend Power :
Precision Drilling(Oil)PD-UN.TO
Announces 2017Second Quarter Financial Results
CA$ 8.66-0.35%Trend Power :
Terramin(Ag-Au-Cu)TZN.AX
2nd Quarter Report
AU$ 0.04+5.56%Trend Power :