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Probe Gold announces $15 Million Bought Deal Private Placement

May 31, 2024

Probe Gold Inc. has entered into an agreement with Beacon Securities Limited ("Beacon") and Canaccord Genuity Corp. (together with Beacon, the "Co-Lead Underwriters"), on behalf of a syndicate of underwriters (together with the Co-Lead Underwriters, the "Underwriters"), in connection with an underwritten private placement offering of 2,067,000 non-flow through common shares (the "NFT Shares") of the Company at a price of $1.21 per NFT Share (the "NFT Issue Price") for gross proceeds to the Company of $2,501,070 and (the "NFT Offering"); and (ii) 6,314,000 common shares that will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "FT Shares" and, together with the NFT Shares, the "Offered Securities") of the Company at a price of $1.98 per FT Share (the "FT Issue Price") for gross proceeds to the Company of $12,501,720 (the "FT Offering", and together with the NFT Offering, the "Offering"). 

In connection with the Offering, the Company has granted the Underwriters an option (the "Underwriters' Option"), exercisable, in whole or in part, by the Co-Lead Underwriters, upon notice to the Company at any time up to 48 hours prior to the Closing Date (as defined below) to purchase that number of additional NFT Shares at the NFT Issue Price and/or FT Shares at the FT Issue Price for additional aggregate gross proceeds of up to $3,000,800. 

The Company will use an amount equal to gross proceeds from the sale of the FT Shares to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) and, in respect of Québec resident subscribers who are eligible individuals, will qualify for inclusion in the "exploration base relating to certain Québec surface mining or oil and gas exploration expenses" and the "exploration base relating to certain Québec exploration expenses" of the Company as such terms are defined in the Taxation Act (Québec) (the "Qualifying Expenditures") related to the Company's properties located in Québec, Canada on or before December 31, 2025. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2024.

The Company intends to use the proceeds of the Offering to continue exploration and drilling at its Novador Gold project and Detour Gold project, as well as for working capital. The Offering is expected to close on or about June 19, 2024 (the "Closing Date") and is subject to the Company receiving all necessary regulatory approvals.

The Offered Securities will be offered by way of private placement pursuant to applicable exemptions from prospectus requirements in each of the provinces of Canada, in the United States pursuant to private placement exemptions, and in such other jurisdictions as may be mutually agreed between the Company and the Co-Lead Underwriters. The securities issued under the Offering will be subject to a four month hold period under applicable Canadian securities laws.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Probe Gold:

Probe Gold Inc. is a leading Canadian company focused on the acquisition, exploration, and development of highly prospective gold properties. The Company is well-funded and dedicated to exploring and developing high-quality gold projects. Notably, it owns 100% of its flagship asset, the multimillion-ounce Novador Gold project in Québec, as well as an early-stage Detour Gold project in Québec. Probe controls a large land package of approximately 1685-square-kilometres of exploration ground within some of the most prolific gold belts in Québec. The Company's recently updated Preliminary Economic Assessment in respect of the Novador Gold project outlines a robust mining plan with an average annual gold production of 255,000 ounces over a 12.6-year mine life. 


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