Probe Gold Announces Receipt of Shareholder Approval for Proposed Plan of Arrangement with Fresnillo

TORONTO, Jan. 13, 2026 (GLOBE NEWSWIRE) -- Probe Gold Inc. (“Probe” or the “Company”) (TSX: PRB) (OTCQB: PROBF) is pleased to announce that at the special meeting of Probe’s shareholders (the “Shareholders”) held on January 13, 2026 (the “Meeting”), the shareholders voted in favour of the special resolution (the “Arrangement Resolution”), approving the previously announced plan of arrangement (the “Arrangement”) involving the Company, Fresnillo plc, Prestadora de Servicios Jarillas, S.A. de C.V. and Fresnillo Quebec Acquisition Inc. (the “Purchaser”), pursuant to which all of the issued and outstanding shares in the capital of the Company (the “Shares”) will be acquired by the Purchaser for cash consideration of $3.65 per Share.

The Arrangement Resolution required approval of not less than (i) 66⅔% of the votes cast by the Shareholders present in person or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting (excluding Shares held by certain directors and senior officers of the Company, whose Shares were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the “Minority Shares”)). Details on the voting results at the Meeting are below:

Total Shares Voted

Total Shares voted at the Meeting	140,801,231
Total Shares voted FOR the Arrangement Resolution	124,785,713
Percent of Shares voted FOR the Arrangement Resolution	88.63	%

Minority Shares Voted

Minority Shares voted at the Meeting	133,909,592
Minority Shares voted FOR the Arrangement Resolution	117,894,074
Percent of Minority Shares voted FOR the Arrangement Resolution	88.04	%

A report of voting results for the Meeting will be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Probe anticipates returning to the Ontario Superior Court of Justice (Commercial List) (the “Court”) on January 19, 2026 to seek a final order of the Court approving the Arrangement. Completion of the Arrangement remains subject to customary closing conditions, including approval of the Court. Completion of the Arrangement is expected to occur on or around January 21, 2026, subject to the satisfaction or waiver of the final outstanding conditions.