Probe Metals and Adventure Gold have entered into a definitive agreement to combine their respective companies by way of a plan of arrangement. The transaction will create a new company with properties in some of the most prolific greenstone belts in Quebec and Ontario.
Adventure brings to the new company the Val-d’Or East project, which 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, as well as a portfolio of 19 other projects in theVal-d’Or, West Timmins, Casa Berardi and Detour Quebec camps.
Under the terms of the transaction, holders of Adventure shares will receive 0.39 of a Probe share for each Adventure share held. Upon completion of the transaction, existing Probe and Adventure shareholders will own approximately 53 per cent and 47 per cent of the combined company, respectively.
As part of the transaction, Probe plans to complete a non-brokered private placement with Goldcorp Inc. for proceeds of approximately $2.9 million.
“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,” said David Palmer, president and CEO of Probe. “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.”
In March 2015, Probe Mines Ltd. sold its Borden gold property, 160 kilometres west of Timmins, to Goldcorp in an all-stock deal valued at $526 million. As part of the deal, Goldcorp acquired a 19.7 per cent share of Probe Metals, and supplied it with C$15 million in cash and other assets.
Probe’s properties include the Black Creek chromite deposit located between Noront Resources’ Black Thor and Big Daddy deposits in the Ring of Fire,
and the West Porcupine property consisting of 97 claims 50 kilometres southwest of Timmins.
