Probe Gold Inc. (TSX: PRB) (OTCQB: PROBF) is pleased to announce that it has closed its previously announced bought-deal private placement. The Offering (as defined below) was completed through a syndicate of underwriters co-led by Beacon Securities Limited and Canaccord Genuity Corp. and including BMO Capital Markets, CIBC Capital Markets and SCP Resource Finance LP for aggregate gross proceeds of $18,003,590, which includes the exercise of the underwriters’ option for additional gross proceeds of $3,000,800. The Offering was comprised of (i) 2,480,883 non-“flow-through” common shares of the Company at a price of $1.21 per NFT Share for gross proceeds to the Company of $3,001,868; and (ii) 7,576,627 common shares that will qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada) of the Company at a price of $1.98 per FT Share for gross proceeds to the Company of $15,001,721.

The Company will use an amount equal to gross proceeds from the sale of the FT Shares 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 Company, as such terms are defined in the Taxation Act (Québec) related to the Company’s properties located in Québec, Canada on or before December 31, 2025. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2024.

The Company intends to use the proceeds of the Offering to continue exploration and drilling at its Novador Gold project and Detour Gold project, as well as for working capital. The Offered Securities issued pursuant to the Offering are 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 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 company focused on the acquisition, exploration, and development of highly prospective gold properties. The Company is well-funded and dedicated to exploring and developing high-quality gold projects. Notably, it owns 100% of its flagship asset, the multimillion-ounce Novador Gold project in Québec, as well as an early-stage Detour Gold project in Québec. Probe controls a large land package of approximately 1685-square-kilometres of exploration ground within some of the most prolific gold belts in Québec. The Company’s recently updated Preliminary Economic Assessment in respect of the Novador Gold project outlines a robust mining plan with an average annual gold production of 255,000 ounces over a 12.6-year mine life.