2. TSX.V: PRB
Cautionary Notes
2
Forward Looking Information
This Presentation contains âforward-looking informationâ and âforward looking statementsâ within the meaning of applicable Canadian and United States securities legislation.
Forward-looking information may include, but is not limited to, the anticipated production and developments in our operations in future periods, information with respect to our
planned exploration and development activities, the adequacy of our financial resources, the estimation of mineral reserves and resources including the 2014 Borden Gold
Mineral Resource estimate, realization of mineral reserve and resource estimates and timing of development of our Borden Gold project, costs and timing of future exploration,
results of future exploration and drilling, production and processing estimates, capital and operating cost estimates, timelines and similar statements relating to the economic
viability of the Borden Gold Project, timing and receipt of approvals, consents and permits under applicable legislation, our executive compensation approach and practice, the
composition of our board of directors and committees and adequacy of financial resources. Wherever possible, words such as âplansâ, âexpectsâ, âprojectsâ, âassumesâ,
âbudgetâ, âstrategyâ, âscheduledâ, âestimatesâ, âforecastsâ, âanticipatesâ, âbelievesâ, âintendsâ, âtargetsâ and similar expressions or statements that certain actions, events or
results âmayâ, âcouldâ, âwouldâ, âmightâ or âwillâ be taken, occur or be achieved, or the negative forms of any of these terms and similar expressions, have been used to identify
forward-looking statements and information. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking information to
the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with
respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be
forward-looking information. Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or
results to differ from those expressed or implied by the forward-looking information, including, without limitation, those risks identified in our Annual Information Form dated
September 15, 2014 filed on SEDAR at www.sedar.com. Forward-looking information is based on the expectations and opinions of our management on the date the
statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise.
We do not assume any obligation to update forward-looking information, whether as a result of new information, future events or otherwise, other than as required by
applicable law. For the reasons set forth above, prospective investors should not place undue reliance on forward-looking information.
National Instrument 43-101
Technical and scientific information contained herein relating to the Projects is derived from National Instrument 43-101 (âNI 43-101â) compliant technical reports (âReportsâ)
Mineral Resources Update Borden Gold Project dated June 10, 2014. We have filed the Reports and Update under our profile at www.sedar.com. Technical and scientific
information not contained within the Reports for the Projects and contained in this Presentation has been reviewed and approved by Independent Qualified Persons Walter
Allan Dzick, P.Geo., of Snowden, whom is an independent âqualified personâ under NI 43-101. The Technical Reports and Update are available for revision on SEDAR at
www.SEDAR.com under the Companyâs profile.
This Presentation uses the terms âindicated resourcesâ and âinferred resourcesâ. Although these terms are recognized and required by Canadian regulations (under NI 43-
101), the United States Securities and Exchange Commission does not recognize them. Mineral resources which are not mineral reserves do not have demonstrated
economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant
issues. There is no guarantee that all or anypart of the mineral resource will be converted into mineral reserves.
In addition, âinferred resourcesâ have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an
inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre
feasibility studies, or economic studies, except for a Preliminary Assessment as defined under NI 43-101. Investors are cautioned not to assume that part or all of an inferred
resource exists, or is economically or legally mineable.
Currency
Unless otherwise indicated, all dollar values herein are in Canadian $.
3. TSX.V: PRB
Executing on Our Strategy
3
Goldcorp to acquire Probe Mines Limited (news release of January 19, 2015)
ď Probe shareholders to receive 0.1755 of a Goldcorp share, equivalent to $5.00 per Probe share, based
on the closing price of Goldcorp shares on January 16, 2015
ď Total consideration of $526 million, and one-third (1/3) of a New Probe share for each share of Probe
ď Circular expected to be mailed in mid-February 2015 and transaction is expected to close at the end of
the first quarter 2015
Borden: A Large and Growing High-Grade Gold Project in Ontario, Canada
ď 100%-owned project, high quality, low risk project
ď In December 2014, land transaction of $42 million to consolidate the ownership of the project
ď High-Grade Underground Constrained Resource1
⢠Indicated category: 1.6 MMoz @ 5.39 g/t Au
⢠Inferred category: 0.4 MMoz @ 4.37 g/t Au
ď Open Pit-Constrained Resource1
⢠Indicated category: 2.3 MMoz @ 1.03 g/t Au
Experienced Management Team
ď Appointment of Jamie Sokalsky as Chairman, former President & CEO of Barrick
ď Strong history in exploration, mining engineering & capital markets
ď Ability to finance our operations and execute our strategy, on acceptable terms
(1) Source: NI 43-101 technical report Mineral Resources Update Borden Gold Project dated June 10, 2014.
4. TSX.V: PRB
Transaction Summary
4
Source:
(1) Based on Goldcorpâs TSX closing share price on January 16, 2015. Conservatively valuing New Probe at cash and receivable value would provide Probe
shareholders with an additional C$0.18 per share of consideration.
(2) Based on Probeâs volume weighted average price (VWAP) for the 20-day period ending January 16, 2015 based on TSX-V trading data only.
The Offer
Benefits to
Probe
Shareholders
New Probe
⢠Acquisition of all the outstanding common shares of Probe
⢠Probe shareholders to receive 0.1755 of a Goldcorp share and one-third (1/3) of a New Probe
share for each share of Probe
Goldcorpâs offer is attractive to Probeâs shareholders
⢠Total consideration of approximately C$526 million, or C$5.00 per share(1), before ascribing any
value to New Probe
ď 49% premium to Probeâs TSX-V closing price of $3.36 on January 16, 2015
ď 57% premium to Probeâs 20-day volume weighted average price (VWAP)(2)
⢠Exposure to Goldcorpâs portfolio of well diversified, world-class assets in safe jurisdictions
⢠Goldcorp has the technical and financial capability to advance Borden and extensive milling and
other infrastructure in the immediate area
⢠Ownership in New Probe, a well-capitalized exploration company created to leverage Probe
management's exploration expertise, provides additional value to Probe shareholders
⢠New Probe being formed in partnership with Goldcorp to continue the success of the Probe team
⢠New Probe will contain Probeâs Black Creek deposit, Tamarack-McFauldâs Lake property, and
the Victory property
⢠New Probe will be capitalized with $15 mm cash and $4 mm receivable related to the previous
sale of a royalty on the Goldex mine
⢠Goldcorp will maintain its pro-rata ownership of 19.9% in New Probe for at least 2 years and
support New Probe in the execution of its business plan
Key Conditions
and Timing
⢠Subject to approval by Probe shareholders, court approval and other customary conditions
⢠Circular expected to be mailed in mid-February 2015 and transaction is expected to close at the
end of the first quarter 2015
5. TSX.V: PRB
Value Creation Over Last 5 Years
5Source: Company filings, FactSet
Market Cap:
Gold Price:
C$13 mm
US$1,105 / oz
C$59 mm
US$1,421 / oz
C$116 mm
US$1,567 / oz
C$117 mm
US$1,676 / oz
C$170 mm
US$1,202 / oz
C$563 mm
US$1,286 / oz
--
1
2
3
4
5
6
--
$1.00
$2.00
$3.00
$4.00
$5.00
$6.00
Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14
Volume(millions)
SharePrice(C$)
Acquires the Borden
Lake Gold Project
Announces Gold
Discovery on Borden
Announces Second Phase
Drilling Program
Announces Private
Placement of C$25 mm
Announces Initial Resource Estimate with
Indicated Resource of 11.6 mmt at 0.8 g/t Au
for 305 kozs Au and Inferred Resource of 169.3
mmt at 0.69 g/t Au for 3.8 mozs
Announces C$15 mm Bought Deal
Announces
Positive
Preliminary
Metallurgical
Results
Announces 44% Increase in Global Resource Estimate and
New Pit-Constrained
Announces Updated Resource
Estimate with 3.7 mmozs Indicated
Au at 1.02 g/t Au and 625 kozs
Inferred Au at 1.08 g/t Au
Announces $15.0 mm
Private Placement
Announces Investment by
Agnico Eagle
Announces Drill
Intercept of 16.3 g/t
Au Over 39 m
Announces High-Grade Drill
Intercept of 7.0 g/t Au over 39.5 m
Appoints Yves
Dessureault as COO
Announces UG
Resource Estimate of
1.6 mm ozs Indicated
Au at 5.39 g/t, 0.43
mm ozs Au Inferred at
4.37 g/t, OP Resource
Estimate of 2.3 mm
ozs Indicated Au at
1.03 g/t
Completes
$26 Million
Flow-
Through
Private
Placement
Appoints
Jamie
Sokalsky
as
Director
and
Chairman
Consolidates
100% Ownership
of Borden
Announces agreement
to be acquired by Goldcorp
HGZ Discovery 51 m at 10.3 g/t
6. TSX.V: PRB
Jamie Sokalsky Chairman of the Board
Former President & Chief Executive Officer of Barrick Gold Corporation
David Palmer, Ph.D., P.Geo. President, Chief Executive Officer & Director
Over 25 years in the Mining Industry
Yves Dessureault, Ph.D., MBA, P.Eng. Chief Operating Officer
Over 25 years of experience in Operations, Project Evaluation & Mine Development
Patrick Langlois, MBA, CFA Vice President, Corporate Development
Over 15 years of experience in Corporate Development & Investment Banking
Carmelo Marrelli, CA, CSA Chief Financial Officer
Experienced Mining Accountant
John Gammon, Ph.D. Director
Former Assistant Deputy Minister of Mines for Ontario
Gordon McCreary, MBA, P.Eng. Director
Former officer of Kinross and Baffinland, currently President & CEO of Castle Mountain Mining
Dennis Peterson, B. Comm, LLB Director
Corporate Securities Lawyer, Small Cap Mining Expertise
Basil Haymann Director
Entrepreneur, currently Chairman of Guard-All Building Solutions
Management Team
6
7. TSX.V: PRB
7
Analyst Coverage
BMO Capital Markets Andrew Kaip
Cormark Securities Tyron Breytenbach
Edgecrest Capital Ali Khan
Euro Pacific Canada Ryan Walker
Mackie Research Peter Campbell
Macquarie Capital Markets Michael Gray
Raymond James David Sadowski
RBC Capital Markets Sam Crittenden
Scotia Capital Mike Hocking
Major Shareholders Holdings (I&O)
Institutional / Strategic Investors:
Sprott, Van Eck, US Global,
1832 Asset Management, AGF, RBC,
Goodman, Fidelity, Mackenzie,
BMO, etc.
~ 50%
Management & Directors 5%
Probe Mines Limited Symbol: PRB
Listed Exchange Toronto Venture
Market capitalization $550.2 million
Shares outstanding (basic) 90.8 million
Shares outstanding (fully diluted) 105.2 million
Cash Balance ~$15.0 million
52 week trading range $1.96 - $5.40
Recent Price (01/26/15) $5.23
Corporate Summary
8. TSX.V: PRB
Ontario: Mining Friendly Jurisdiction
BORDEN GOLD
ďź Large resource anchoring a new district
ďź 100%-owned
ďźDevelopment flexibility and potential for low
CAPEX
ďź Favourable and well-developed infrastructure
8
BLACK CREEK CHROMITE
ďź Strategically located between Cliffs Natural Resourcesâ
Black Thor and Big Daddy deposits
ďź High-Grade Chromite deposit at surface
9. TSX.V: PRB
⢠Close to numerous
mining districts
⢠Excellent access &
local infrastructure
Only 9 km from Chapleau
and Power Lines
1 km to Highway
10 minutes to Rail
⢠Within the Kapuskasing
Structural Zone
Underexplored
⢠Community
Receptive to new industry
⢠First Nations
Agreement in place
9
New Gold District
BORDEN GOLD â REGIONAL GEOLOGY-LOCATION
10. TSX.V: PRB
High-Grade Gold Zone Expanding
10
BORDEN GOLD â DRILL PLAN
⢠Since discovery: 624 drill
holes completed,
representing over 224,000
metres
11. TSX.V: PRB
⢠Acquired key strategic land
package giving exclusive
control over âDistrict-Scaleâ
property
11
Borden Gold District
PROPERTY MAP â REGIONAL EXPLORATION
12. TSX.V: PRB
12
UNDERGROUND CONSTRAINED NI 43-101 RESOURCE ESTIMATE*
Resources
Category
Cut-off Grade
(g/t gold)
Tonnes
(000âs)
Grade
(g/t gold)
Gold (oz)
(000âs)
Indicated
Inferred
3.5
3.5
5,886
1,521
6.80
5.79
1,286
283
Indicated
Inferred
3.0
3.0
7,222
2,125
6.14
5.06
1,426
346
Indicated
Inferred
2.5
2.5
9,262
3,034
5.39
4.37
1,604
426
Indicated
Inferred
2.0
2.0
12,985
4,317
4.48
3.73
1,870
518
Mineral Resources, June 2014
OPEN PIT-CONSTRAINED NI 43-101 RESOURCE ESTIMATE*
Resources
Category
Cut-off Grade
(g/t gold)
Tonnes
(000âs)
Grade
(g/t gold)
Gold (oz)
(000âs)
Indicated
Inferred
1.0
1.0
27,901
55
1.50
1.40
1,349
2
Indicated
Inferred
0.5
0.5
70,301
247
1.03
0.80
2,322
6
* Mineral Resources Statement, Snowden Mining Industry Consultants Inc.
* For additional information on the Mineral Resource Update, please refer to the Companyâs NI 43-101
technical report Mineral Resources Update Borden Gold Project dated June 10, 2014, available on SEDAR at
www.SEDAR.com under the Companyâs profile.
13. TSX.V: PRB
Black Creek Chromite Property
ď High-Grade Chromite deposit at surface
ď Strategically located between Cliffs Natural Resources' Black
Thor and Big Daddy deposits and is interpreted to represent
the southwest extension of the Black Thor horizon
Tamarack-McFauldâs Lake Property
ď Tamarack-McFauldâs was the site of a copper-rich
volcanogenic massive sulphide discovery in 2005 with strong
potential for additional VMS mineralization, Ni-Cu and
vanadium discoveries
Victory Property
ď In 2008, Probe identified a sulphide-mineralized ultramafic
horizon which has the potential to host Ni-Cu mineralization
13
Tamarack-McFauldâs
Victory
Black Creek
QUEBEC
ONTARIO
The new company will be focused on generating further
value for Probe shareholders by the same seasoned
and successful Board and Management team.
In order to realize value, the Company will focus on the
following key criteria:
ďź Successful Team with a Proven Track Record
ďź Safe Jurisdiction
ďź Relevant Commodity
ďź Good Infrastructure
ďź Strong Community Relationships
ď Management team will be led by Chairman, Jamie
Sokalsky and CEO, David Palmer
ď Strong history in exploration, mining engineering &
capital markets
ď Extensive experience in North America
ď Corporate Structure: 30.3 million shares
- Ownership: Management & Directors 5% & Goldcorp 19.9%
ď Cash position ~$19 million1; no debt + Property Assets
New Probe â Strategic Vision
(1) Including $4 million receivable related to the previous sale of a royalty on the Goldex mine
14. TSX.V: PRB
Phone: (416) 777-6703
Email: info@probemines.com
Website: www.probemines.com
Head Office
56 Temperance Street, Suite 1000
Toronto, Ontario
M5H 3V5
Building Ontarioâs Newest Gold District
David Palmer
President & Chief Executive Officer
Yves Dessureault
Chief Operating Officer
Patrick Langlois
Vice President, Corporate Development