Dr. David Palmer reports

PROBE GOLD ANNOUNCES FILING OF SPECIAL MEETING CIRCULAR AND RECEIPT OF INTERIM ORDER IN RESPECT OF PROPOSED PLAN OF ARRANGEMENT WITH FRESNILLO

Probe Gold Inc. has filed and is in the process of mailing the management information circular and related materials for the special meeting of Probe shareholders in connection with its previously announced plan of arrangement involving the company, Fresnillo Quebec Acquisition Inc. (the purchaser), Prestadora de Servicios Jarillas SA de CV (the purchaser Holdco) and Fresnillo PLC (parent), pursuant to which, among other things, all of the issued and outstanding common shares in the capital of the company will be acquired by the purchaser for cash consideration of $3.65 per share. The circular and related materials can also be accessed at the company's website.

The meeting is to be held on Jan. 13, 2026, at 11 a.m. Toronto time, in person at Stikeman Elliott LLP, 5300 Commerce Ct. West, 199 Bay St., Toronto, Ont., M5L 1B9. Only shareholders of record as of the close of business on Nov. 27, 2025, are entitled to receive notice of, attend, participate and vote at the meeting. At the meeting, shareholders will be asked to pass a special resolution approving the arrangement.

The company also announced today that the Ontario Superior Court of Justice (commercial list) has issued an interim order in connection with the arrangement, authorizing the calling and holding of the meeting and other matters related to the conduct of the meeting.

The board of directors of the company has unanimously determined that the arrangement is in the best interests of the company and is fair to the shareholders, and, accordingly, the board unanimously recommends that the shareholders vote for the arrangement resolution.

Reasons for and benefits of the arrangement:

• All cash consideration provides certainty of value and immediate liquidity: The all-cash consideration to be received by the shareholders pursuant to the arrangement, which is not subject to any financing condition, allows the shareholders to crystallize an attractive premium for all their shares, providing certainty of value and liquidity for their investment, while removing the volatility associated with owning securities of the company as an independent, publicly traded company, as well as the risks and uncertainties and longer potential timeline for realizing value from the company's strategic plan or other possible strategic alternatives.
• Significant premium to market price: The consideration to be received by shareholders represents a premium of approximately: (i) 39 per cent to the closing share price on the Toronto Stock Exchange on Oct. 30, 2025, the last trading day prior to the announcement of the arrangement; and (ii) 26 per cent to the 20-day volume-weighted average share price on the TSX ended Oct. 30, 2025.
• Support of largest shareholder, directors and officers for the arrangement: Eldorado Gold Corp., as well as all directors and certain senior officers of the company, has entered into the voting and support agreements pursuant to which such shareholders have agreed to vote all shares held by them in favour of the arrangement. Collectively, such shareholders represented approximately 12 per cent of the outstanding shares as of Nov. 27, 2025.
• Credibility of parent to complete the arrangement: The purchaser's obligations under the arrangement agreement entered into between the company, the purchaser, the purchaser Holdco and the parent are unconditionally guaranteed by the parent, which has demonstrated commitment and credit worthiness, which is indicative of the ability of the purchaser to complete the transactions contemplated by the arrangement.
• Receipt of fairness opinions: The board received a fairness opinion from Canaccord Genuity Corp., and the special committee of independent directors of the company received a fairness opinion from CIBC World Markets Inc., each of which concluded that, based upon and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by the shareholders pursuant to the arrangement is fair, from a financial point of view, to such shareholders.
• Extensive strategic review process conducted: The arrangement reflects the outcome of an extensive period of strategic engagement with industry participants. For more than a year, the company, with the assistance of its financial and legal advisers, conducted a strategic review process whereby 30 parties were contacted. As part of the strategic review process, inbound indications of interest were assessed, diligence information was provided under confidentiality agreements and negotiations were held with several parties. This process enabled the board and the special committee to evaluate available alternatives and ultimately determine that the arrangement was in the best interests of shareholders and the company.

Your vote is important. Cast your vote well in advance of the proxy voting deadline.

Shareholders are encouraged to read the circular in its entirety and vote their shares as soon as possible in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to shareholders together with the circular. The circular includes full details on the arrangement and related matters, including the background to the arrangement, voting procedures, benefits of the arrangements, risk factors, the recommendations of the board and the special committee, and the various factors considered by the board and the special committee in making their respective recommendations.

The deadline for voting shares by proxy is at 11 a.m. Toronto time on Jan. 9, 2026. The deadline for the deposit of proxies may be waived or extended by the chair of the meeting at his or her discretion, without notice.

Questions and voting assistance

Shareholders who have questions about the meeting or require assistance with voting may contact the company's proxy solicitation agent.

Laurel Hill Advisory Group

Telephone:  1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (outside of North America)

Text message:  Text the word, Info, to 1-416-304-0211 or 1-877-452-7184.

E-mail:  assistance@laurelhill.com

About Probe Gold Inc.

Probe Gold is a leading Canadian gold exploration company focused on the acquisition, exploration and development of highly prospective gold properties. The company is well financed and dedicated to exploring and developing high-quality gold projects. Notably, it owns 100 per cent of its flagship asset, the multimillion-ounce Novador gold project in Quebec, as well as an early-stage Detour gold Quebec project. Probe controls a large land package of approximately 1,798 square kilometres of exploration ground within some of the most prolific gold belts in Quebec.

We seek Safe Harbor.