THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
Symbol: TSX: PRB
Shares
Issued: 152,151,379
TORONTO, March 13,
2023 /CNW/ - Probe Gold Inc. (TSX: PRB) (OTCQB:
PROBF) ("Probe" or the "Company") is pleased to announce that
it has entered into an agreement with Canaccord Genuity Corp. on
behalf of a syndicate of underwriters (collectively, the
"Underwriters"), pursuant to which the Underwriters have
agreed to purchase, on a "bought deal" basis, 7,389,200 common
shares of the Company that will qualify as "flow-through shares"
(within the meaning of subsection 66(15) of the Income Tax Act
(Canada) and section 359.1 of the
Taxation Act (Québec)) (the "Flow-Through Shares") at a
price of $2.03 per Flow-Through Share
(the "Offering Price") for gross proceeds of $15,000,076 (the "Offering").
The gross proceeds of the Offering will be used by the Company
to incur eligible "Canadian exploration expenses" that will qualify
as "flow-through mining expenditures" as such terms are defined in
the Income Tax Act (Canada) and,
in respect of Québec resident subscribers who are eligible
individuals, will qualify for inclusion in the "exploration base
relating to certain Québec surface mining or oil and gas
exploration expenses" and the "exploration base relating to certain
Québec exploration expenses" of the Corporation as such terms are
defined in the Taxation Act (Québec) (the "Qualifying
Expenditures") related to the Company's properties located in
Quebec, Canada on or before
December 31, 2024. All Qualifying
Expenditures will be renounced in favour of the subscribers
effective December 31, 2023.
The Company intends to use the proceeds of the Offering to
continue exploration and drilling at its Novador Gold project and
Detour Gold project. The Offering is expected to close on or
about March 27, 2023 (the "Closing
Date") and is subject to the Company receiving all necessary
regulatory approvals.
The Flow-Through Shares will be offered by way of private
placement pursuant to applicable exemptions from prospectus
requirements in each of the provinces of Alberta, British
Columbia, Ontario,
Quebec and in such other
jurisdictions as may be mutually agreed between the Company and the
Underwriters. The securities issued under the Offering will be
subject to a four month hold period under applicable Canadian
securities laws.
The securities to be offered pursuant to the Offering have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act") or any U.S.
state securities laws, and may not be offered or sold in
the United States or to, or for
the account or benefit of, United
States persons absent registration or any applicable
exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Probe Gold:
Probe Gold 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 multimillion-ounce Novador Gold Project, Québec.
The Company is well-funded and controls a strategic land package of
approximately 1,500-square-kilometres of exploration ground within
some of the most prolific gold belts in Québec. The Company was
formed as a result of the $526M sale
of Probe Mines Limited to Goldcorp. Eldorado Gold Corporation
currently owns approximately 10% of the Company.
On behalf of Probe Gold Inc.,
Dr. David
Palmer,
President & Chief Executive
Officer
Forward-Looking Statements
Neither TSX Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX 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, completion of the
Underwritten Offering on the terms as announced, 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 obtain the necessary regulatory approvals for the Underwrittenn
Offering including the Toronto Stock Exchange, the occurrence of a
material adverse change, disaster, change of law or other failure
to satisfy the conditions to closing of the Underwritten Offering,
the inability of the Company to apply the use of proceeds from the
Underwritten Offering as anticipated, the 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, an inability to
predict and counteract the effects of COVID-19 on the business of
the Company, including but not limited to the effects of COVID-19
on the price of commodities, capital market conditions, restriction
on labour and international travel and supply chains, 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.
SOURCE Probe Gold