TORONTO, ONTARIO--(Marketwired - Feb. 28, 2017) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Probe Metals Inc. (TSX VENTURE:PRB) ("Probe" or the
"Company") is pleased to announce, further to its announcements on February 7 and 23, 2017,
that the Company has completed a private placement financing of 6,725,000 flow-through common shares (the "Flow-Through
Shares"), at an average price of $2.00 per Flow-Through Share for total gross proceeds of approximately $13.5 million
(the "Offering"). The Offering includes the issuance by the Company of 750,000 Flow-Through Shares pursuant to
the exercise of the option granted to the underwriters.
The Company is also pleased to announce that Goldcorp Inc. ("Goldcorp") exercised its participation right to
maintain its pro-rata interest in the Company. In connection with the Offering, Goldcorp purchased 975,000 common shares from
subscribers to the Offering. Goldcorp now owns 12,868,646 common shares and 657,900 common share purchase warrants of Probe,
which represents 13.9% of Probe's issued and outstanding common shares on a non-diluted basis and 14.5% on a partially diluted
basis.
The Offering was completed through a syndicate of underwriters led by Cormark Securities Inc., and included Macquarie Capital
Markets Canada Ltd. and Industrial Alliance Securities (collectively, the "Underwriters"). In consideration for
their services, the underwriters will receive a cash commission equal to 6 per cent of the gross proceeds of the Offering.
The proceeds from the Offering will be used to fund "Canadian exploration expenses" (within the meaning of the Tax Act)
related to Probe's projects in Ontario and Québec, will qualify for inclusion in both the exploration base relating to certain
Québec exploration expenses and the exploration base relating to certain Québec surface mining exploration expenses, as such
terms are defined in the Taxation Act (Québec), and will be used for general working capital purposes.
Participation by Goldcorp in the Offering was considered a "related party transaction" pursuant to Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Probe was exempt from the
requirements to obtain a formal valuation or minority shareholder approval in connection with Goldcorp's participation in the
Offering in reliance of sections 5.5(b) and 5.7(a) of MI 61-101.
The securities issued pursuant to the Offering are subject to a statutory four month and one day hold period.
About Probe Metals:
Probe Metals Inc. is a leading Canadian gold exploration company focused on the acquisition, exploration and development of
highly prospective gold properties. The Company is well-funded and controls a strategic land package of over
1,000-square-kilometres of exploration ground within some of the most prolific gold belts in Ontario and Quebec: Val d'Or, West
Timmins, Casa-Berardi and Detour Quebec. The Company is committed to discovering and developing high-quality gold projects,
including its key asset the Val-d'Or East Gold Project. The Company was formed as a result of the sale of Probe Mines Limited to
Goldcorp Inc. in 2015. Goldcorp currently owns a 13.9% stake in the Company.
On behalf of Probe Metals Inc.,
Dr. David Palmer, President & Chief Executive Officer
For further information:
Please visit our website at www.probemetals.com.
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 News Release includes certain
"forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and
statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or
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 the Company, the Company provides 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, the Company's objectives, goals or future plans, statements, exploration results, potential
mineralization, 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 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, 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 Company's public documents
filed on SEDAR. Although the Company believes 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. The
Company disclaims 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.
Shares Issued: 92,851,188