The document discusses the proposed creation of a leading Quebec-Ontario focused gold exploration and development company through the acquisition of Adventure Gold Inc. by Probe Metals Inc. Key points include:
- The combined company would have a large portfolio of properties (>900 km2) across Quebec and Ontario, including the flagship Val-d'Or East project with inferred resources of 770,000 ounces of gold.
- The transaction would bring together experienced management teams and boards with a strong track record. The combined company would have about $22 million in cash and no debt.
- Key shareholders like Goldcorp are supporting the deal, which is expected to close in June 2016 pending shareholder approval. The transaction would create
TRU Precious Metals Investor Presentation - Dec. 2021MomentumPR
TRU Precious Metals Investor Presentation - May 2021
Tru has assembled a portfolio of five gold exploration properties in the highly prospective central Newfoundland gold belt. The company has an option with a subsidiary of Toronto Stock Exchange-listed Altius Minerals Corp. to purchase 100 per cent of the Golden Rose project, located along the deposit-bearing Cape Ray-Valentine Lake shear zone. Tru also owns 100 per cent of the Twilite gold project, located along the same shear zone, and three underexplored properties including its Rolling Pond property (under option) bordering New Found Gold Corp.'s high-grade Queensway project.
Sonoro Gold is a publicly listed exploration and development company with a portfolio of exploration-stage precious metal properties in Sonora state, Mexico. The company has highly experienced operational and management teams with proven records for the discovery and development of natural resource deposits.
Sonoro Gold is a publicly listed exploration and development company with a portfolio of exploration-stage precious metal properties in Sonora state, Mexico. The company has highly experienced operational and management teams with proven records for the discovery and development of natural resource deposits.
TRU Precious Metals Investor Presentation - Dec. 2021MomentumPR
TRU Precious Metals Investor Presentation - May 2021
Tru has assembled a portfolio of five gold exploration properties in the highly prospective central Newfoundland gold belt. The company has an option with a subsidiary of Toronto Stock Exchange-listed Altius Minerals Corp. to purchase 100 per cent of the Golden Rose project, located along the deposit-bearing Cape Ray-Valentine Lake shear zone. Tru also owns 100 per cent of the Twilite gold project, located along the same shear zone, and three underexplored properties including its Rolling Pond property (under option) bordering New Found Gold Corp.'s high-grade Queensway project.
Sonoro Gold is a publicly listed exploration and development company with a portfolio of exploration-stage precious metal properties in Sonora state, Mexico. The company has highly experienced operational and management teams with proven records for the discovery and development of natural resource deposits.
Sonoro Gold is a publicly listed exploration and development company with a portfolio of exploration-stage precious metal properties in Sonora state, Mexico. The company has highly experienced operational and management teams with proven records for the discovery and development of natural resource deposits.
A SURVEY ON SIMILARITY MEASURES IN TEXT MINING mlaij
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2. Cautionary Notes
2
Forward Looking Information
This presentation may include certain “forward-looking statements” within the meaning of applicable Canadian securities
legislation. All statements, other than statements of historical fact, included herein, including, without limitation, statements
regarding future plans and objectives of Probe Metals Inc. (“the Company”) and Adventure Gold Inc. (“Adventure”), future
opportunities and anticipated goals, the business combination, the combined company’s portfolio, treasury, management team,
projected capital and operating expenses, the proposed private placement with Goldcorp Inc., the timing of the business
combination, timetable to permitting and production and the prospective mineralization of the properties, are forward-looking
statements that involve various risks, assumptions, estimates and uncertainties. Generally, forward looking information can be
identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be
achieved". There can be no assurance that such statements will prove to be accurate, and actual results and future events could
differ materially from those anticipated in such statements. Forward-looking information is subject to known and unknown risks,
including but not limited to: an inability to complete the business combination; general business, economic, competitive,
geopolitical and social uncertainties; delays in obtaining or failures to obtain required governmental, regulatory, environmental or
other required approval; the actual results of current exploration activities; acquisition risks; and other risks of the mining and
resource industry. Although the Company and Adventure have attempted to identify important factors that could cause actual
results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to
be as anticipated, estimated or intended. These statements reflect the current internal projections, expectations or beliefs of the
Company and Adventure and are based on information currently available to the Company and Adventure. The Company and
Adventure do not undertake to update any forward-looking information, except in accordance with applicable securities laws. The
Company and Adventure believe that the expectations reflected in those forward-looking statements are reasonable but no
assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this
presentation should not be unduly relied upon by investors as actual results may vary. Unless required to be updated pursuant to
securities laws, these statements speak only as of the date of this presentation and are expressly qualified, in their entirety, by
this cautionary statement.
Currency
Unless otherwise indicated, all dollar values herein are in Canadian $.
TSXV: PRB
3. 3TSXV: PRB
Creation of a leading, Quebec-Ontario focused gold exploration and development company
Val-d’Or East Project - inferred resources of 770,000 ounces at 2.6 g/t gold(1) with excellent
exploration potential
Extensive portfolio of underexplored properties (over 900 km2) within some of the most
high-profile and prolific gold camps in Canada including: Val-d’Or, West Timmins, Casa
Berardi and Detour Quebec
Combined experienced board & management team with a strong history in exploration,
mine development and capital markets
Strong combined balance sheet – cash position approximately $22 million, no debt
Support of key shareholders
— Support agreements from Adventure shareholders representing 30% of shares
— In connection with the Transaction, Probe plans to complete a private placement with
Goldcorp of 4,400,000 common shares at a price of $0.66 per share for proceeds of
approximately $2.9 million. Goldcorp to maintain 15% pro-rata position.
+
(1) Source: NI 43-101 technical report Mineral Resources Val-d’Or East Gold Project, January 2013
4. Combined Management & Board
Jamie Sokalsky
Chairman
Currently, Director of Agnico Eagle Mines, Royal Gold and
Pengrowth Energy
Former President & CEO of Barrick Gold Corporation (2012-2014)
Former CFO of Barrick Gold Corporation (1999 to 2012)
Yves Dessureault
Chief Operating Officer
Former COO of Probe Mines (2014-2015)
Has over 25 years of experience in Operations, Project Evaluation
& Mine Development
Former mining executive at BBA, Rio Tinto and Hatch
Management
Patrick Langlois
Vice President, Corporate Development
Former Vice President of Probe Mines (2012 to 2015)
Has over 15 years of experience in Corporate Development,
Venture Capital & Investment Banking
Gord McCreary
Director
Former Director of Probe Mines (2012 to 2015)
Former CEO of Baffinland Iron Mines
Founding officer of Kinross Gold
Basil Haymann
Director
Former Director of Probe Mines (2013 to 2015)
Entrepreneur, currently Chairman of FabriTec Structures LLC
Has 50 plus years of experience founding and taking companies
to top levels of success in their industries
Dennis Peterson
Director
Former Director of Probe Mines (2001 to 2015)
Founder of Peterson, and Company LLP
Has 20 years of experience as a corporate securities lawyer
specializing in corporate finance matters for small cap companies
Directors
David Palmer
President, Chief Executive Officer & Director
Former President & CEO of Probe Mines (2003 to 2015)
2015 – PDAC Bill Dennis Award for a Canadian Mineral Discovery
2015 – Northern Miner Mining Person of the Year
2014 – Prospector of the Year – Ontario
2014 - CIM A.O. Dufresne Exploration Achievement Award
4TSXV: PRB
Marco Gagnon
Executive Vice President
President & CEO of Adventure Gold since 2007
Has over 25 years of experience in Project Acquisition, Exploration
and Mine Development
Former senior geologist with Inmet Mining and Barrick Gold
1 Adventure Nominee
Appointed at Closing of the Transaction
Addition of Adventure Exploration Team
based in Rouyn-Noranda, Quebec
5. Transaction Summary
5TSXV: PRB
Adventure shareholder vote – 66 2/3% of voting shareholders
Customary non-solicitation
Support agreements from management, directors and key shareholders of Adventure, totaling 30%
Break fee of C$0.8 million
Proposed
Transaction
Acquisition of all of the outstanding common shares of Adventure Gold via Plan of Arrangement
All outstanding options to purchase Adventure common shares will be exchanged for options to
purchase Probe common shares based upon the exchange ratio
Pro forma ownership of 53% Probe, 47% Adventure
Consideration
Other Terms
and Conditions
Timeline
0.39 Probe shares per Adventure share, for total consideration of C$0.285 per share
Represents a 36% premium over the April 6, 2016 closing price of C$0.21
Represents a 23% premium over the April 6, 2016 over the 20-day VWAP of C$0.19
Management information circular mailed by Adventure to its shareholders early May 2016
Adventure shareholder meetings to be held in early June 2016
Closing expected in June 2016
Board and
Management
1 director from Adventure to join pro-forma company’s Board of Director at the closing of the
transaction
Marco Gagnon to be appointed Executive Vice President of Probe Metals Inc.
6. Benefits to All Shareholders
6TSXV: PRB
Quality
Properties
Financial
Strength
Proven Board,
Management
Extensive portfolio of underexplored properties in Quebec and
Ontario within a significant land package exceeding 900 km2
Strong balance sheet with significant cash position C$22 million
Combination of highly experienced board and management teams
with a proven track record of delivering shareholder value
through mineral discovery and project development
Val d’Or East
Project
A current NI 43-101 inferred resource of 770,000 ounces at 2.6 g/t
gold with excellent exploration potential
7. 7
Units Probe Adventure Pro-Forma
Share Price (TSXV) C$ $0.73 $0.21 $0.73
Basic Shares Outstanding MM 34.9 80.2 66.2
Basic Market Capitalization C$M $25.4 $16.8 $48.3
Cash C$M $18.0 $1.6 $19.6(1)
Total Debt C$M - - -
TSXV: PRB
Common Shares Outstanding: 66.2 million
Fully-diluted Shares Outstanding1: 71.4 million
Key Shareholders1:
Goldcorp 9%
Windermere Capital 7%
Management & Directors 6%
Sodémex 4%
FTQ 3%
SIDEX 2%
1) As of April 6th, 2016, before completion of the Private Placement Transaction
Transaction Summary
Pre-Financing
9. 9
Val-d’Or East Project
Flagship Asset with Exploration Potential
Proximity to existing
infrastructures (road,
electricity, Val-d’Or, regional
airport, railroad)
Initial NI 43-101 resource
estimate(1): Inferred, 770koz
Au @ 2.6 g/t (330koz Au @
2.4 g/t Au pit-constrained
and 394koz Au @ 3.1 g/t Au
in underground bulk mining)
Site of former UG Béliveau
mine operated by Cambior
from 1989-1993 (more than
170koz produced @ 3.15g/t)
(1) Source: NI 43-101 technical report Mineral Resources Val-d’Or East Gold Project, January 2013
TSXV: PRB
10. 10TSXV: PRB
(1) Source: NI 43-101 technical report Mineral Resources Val-d’Or East Gold Project, January 2013
VAL-D’OR
EAST
DETOUR
EAST & NORTH
DETOUR
QUEBEC
WEST
PORCUPINE
TIMMINS
WEST
DUBUISSON
CASA-
CAMERON
Location
Val-d’Or,
Quebec
Quebec Quebec
Timmins,
Ontario
Timmins,
Ontario
Val-d’Or,
Quebec
Quebec
Ownership 100% 100%
SOQUEM option
to acquire 50%
100%
50%
(50% LSG)
47%
(53% AEM)
GFK option to
acquire 50%
Size 91 km2 207 km2 286 km2 47 km2 2 km2 8 km2 279 km2
Description
770 koz
@ 2.6 g/t (1)
700 metre drill
program initiated
3,400 metre drill
program initiated
Underexplored
area
Contiguous to
Lake Shore’s
new discoveries
Historical
resources
Well known
gold camp
Highlights
Objective to expand
existing resource.
Upside for further
discovery
10 km along-trend from Lower
Detour high-grade discovery
Exploration
Upside
Potential
Extension of
Zone 144
Contiguous
with Goldex
Exploration
Upside
Key Assets Highlights
Over 900km2 of underexplored properties
12. Creating a Leading Quebec-Ontario Gold
Exploration and Development Company
12TSXV: PRB
Val-d’Or East Project - inferred resources of 770,000 ounces at 2.6 g/t gold with excellent
exploration potential
Extensive portfolio of underexplored properties (over 900 km2) within some of the most
high-profile and prolific gold camps in Canada including: Val-d’Or, West Timmins, Casa
Berardi and Detour Quebec
Combined experienced board & management team with a strong history in exploration,
mine development and capital markets
Strong combined balance sheet – cash position approximately $22 million, no debt
Support of key shareholders
— Support agreements from Adventure shareholders representing 30% of shares
— In connection with the Transaction, Probe plans to complete a private placement with
Goldcorp of 4,400,000 common shares at a price of $0.66 per share for proceeds of
approximately $2.9 million. Goldcorp to maintain 15% pro-rata position.
13. For more information, please contact:
David Palmer Marco Gagnon
President & CEO President & CEO
Probe Metals Inc. Adventure Gold Inc.
dpalmer@probemetals.com marco@adventure-gold.com
416.777.1551 450.743.5527
www.probemetals.com
15. 15
Detour Quebec Project
TSXV: PRB
Properties along both the Detour and the new high-grade Detour South trends
Limited past exploration activity
Significant exploration upside potential
16. West Porcupine Project
16
Acquired in February 2016
Land package of 47 km2 located
between Goldcorp’s Borden Gold
project and Timmins
Project covers a 10 kilometer
long section of Archean
greenstone that contains the
interpreted western extension of
the Porcupine-Destor Fault Zone
Highly prospective geology in an
under-explored area within one
of Ontario’s most prolific gold
producing mining camps
Previous exploration work and
drilling has identified at least two
distinctive zones of high-grade
gold mineralization and several
prospective gold targets
TSXV: PRB
WEST PORCUPINE PROJECT – REGIONAL GEOLOGY WEST PORCUPINE PROPERTY
& ROSS PROPERTY