NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
TORONTO, June 01, 2018 (GLOBE NEWSWIRE) -- Probe Metals Inc. (TSX-V:PRB)
(“Probe” or the “Company”) is pleased to announce that it has
entered into an amended agreement with Sprott Capital Partners (“Sprott”) in its capacity as lead underwriter on
its own behalf and on behalf of a syndicate of underwriters including Canaccord Genuity Corp., Cormark Securities Inc., Macquarie
Capital Markets Canada Ltd., BMO Nesbitt Burns Inc., CIBC Capital Markets, Industrial Alliance Securities Inc., and Mackie Research
Capital Corp. (collectively with Sprott, the “Underwriters”), to increase the size of the bought deal financing
originally announced on May 22, 2018. Under the amended agreement, the Underwriters have agreed to purchase 7,380,000
flow-through units of the Company (“FT Units”) at a price of C$1.90 per FT Unit for gross flow-through proceeds of
$14,022,000 and 8,377,566 non flow-through units of the Company (“Hard Units”) at a price of
C$1.15 per Hard Unit for gross non flow-through proceeds of $9,634,200.90 (together, the “Underwritten
Offering”). The Company also intends to complete a concurrent non-brokered placement of up to 900,000 Hard Units for
gross proceeds of $1,035,000 (the “Non-Brokered Placement”). The aggregate proceeds from the Underwritten
Offering and the Non-Brokered Placement (collectively, the “Offering”) total $24,691,200.
Each FT Unit or Hard Unit will consist of one common share of the Company and one-half of one common share
purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one
common share of the Company for 2 years from the closing of the Offering (the “Closing”) at a price of C$1.45.
The gross proceeds from the Offering will be used to fund exploration on Probe's projects in Québec and for
working capital purposes.
The Offering will be effected by way of a private placement to qualified investors in such provinces of Canada
as the Underwriters may designate, and otherwise in those jurisdictions where the Offering can lawfully be made. The securities to
be issued under the Offering will have a hold period of four months and one day from Closing.
Closing is expected to occur on or about June 19, 2018, and is subject to the satisfaction of certain
conditions, including receipt of all applicable regulatory approvals including the approval of the TSX Venture Exchange. In
consideration for their services, the Underwriters will receive a cash commission equal to 6% of the gross proceeds of the
Offering.
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 committed to discovering and developing high-quality gold projects, including its key
asset the Val-d’Or East Gold Project, Quebec. The Company is well-funded and controls a strategic land package of
approximately 1,000-square-kilometres of exploration ground within some of the most prolific gold belts in Quebec. The
Company was formed as a result of the sale of Probe Mines Limited to Goldcorp in March 2015. Goldcorp currently owns approximately
13.7% of 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 or contact:
Seema Sindwani
Director of Investor Relations
info@probemetals.com
+1.416.777.9467
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 intention to complete the Offering and the expected expenditure of the proceeds of the Offering, and the Company’s objectives,
goals or future plans. 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, delays in
obtaining or failures to obtain required regulatory, 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of
the securities in the United States of America. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United
States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is
available.
