Probe Metals Inc. (TSX-V:PRB) is pleased to announce, further to its announcements on February 7 and 23, 2017, that the Company has completed a private placement financing of 6,725,000 flow-through common shares at an average price of $2.00 per Flow-Through Share for total gross proceeds of approximately $13.5 million. The Offering includes the issuance by the Company of 750,000 Flow-Through Shares pursuant to the exercise of the option granted to the underwriters.

The Company is also pleased to announce that Goldcorp Inc. exercised its participation right to maintain its pro-rata interest in the Company. In connection with the Offering, Goldcorp purchased 975,000 common shares from subscribers to the Offering. Goldcorp now owns 12,868,646 common shares and 657,900 common share purchase warrants of Probe, which represents 13.9% of Probe’s issued and outstanding common shares on a non-diluted basis and 14.5% on a partially diluted basis.

The Offering was completed through a syndicate of underwriters led by Cormark Securities Inc., and included Macquarie Capital Markets Canada Ltd. and Industrial Alliance Securities. In consideration for their services, the underwriters will receive a cash commission equal to 6 per cent of the gross proceeds of the Offering.

The proceeds from the Offering will be used to fund “Canadian exploration expenses” (within the meaning of the Tax Act) related to Probe’s projects in Ontario and Québec, will qualify for inclusion in both the exploration base relating to certain Québec exploration expenses and the exploration base relating to certain Québec surface mining exploration expenses, as such terms are defined in the Taxation Act (Québec), and will be used for general working capital purposes.

Participation by Goldcorp in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Probe was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with Goldcorp’s participation in the Offering in reliance of sections 5.5(b) and 5.7(a) of MI 61-101.

The securities issued pursuant to the Offering are subject to a statutory four month and one day hold period.

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 well-funded and controls a strategic land package of over 1,000-square-kilometres of exploration ground within some of the most prolific gold belts in Ontario and Quebec: Val d’Or, West Timmins, Casa-Berardi and Detour Quebec. The Company is committed to discovering and developing high-quality gold projects, including its key asset the Val-d’Or East Gold Project. The Company was formed as a result of the sale of Probe Mines Limited to Goldcorp Inc. in 2015. Goldcorp currently owns a 13.9% stake in the Company.