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TSX.V: PRB
Cautionary Notes
2
Forward Looking Information
This Presentation contains “forward-looking information” and “forward looking statements” 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 “plans”, “expects”, “projects”, “assumes”,
“budget”, “strategy”, “scheduled”, “estimates”, “forecasts”, “anticipates”, “believes”, “intends”, “targets” and similar expressions or statements that certain actions, events or
results “may”, “could”, “would”, “might” or “will” 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 (“NI 43-101”) compliant technical reports (“Reports”)
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 “qualified person” under NI 43-101. The Technical Reports and Update are available for revision on SEDAR at
www.SEDAR.com under the Company’s profile.
This Presentation uses the terms “indicated resources” and “inferred resources”. 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, “inferred resources” 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 $.
TSX.V: PRB
Executing on Our Strategy
3
Goldcorp to acquire Probe Mines Limited (news release of January 19, 2015)
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
Total consideration of $526 million, and one-third (1/3) of a New Probe share for each share of Probe
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 100%-owned project, high quality, low risk project
In December 2014, land transaction of $42 million to consolidate the ownership of the project
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
Open Pit-Constrained Resource1
• Indicated category: 2.3 MMoz @ 1.03 g/t Au
Experienced Management Team Appointment of Jamie Sokalsky as Chairman, former President & CEO of Barrick
Strong history in exploration, mining engineering & capital markets
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.
TSX.V: PRB
Transaction Summary
4
Source: (1) Based on Goldcorp’s 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 Probe’s 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
Goldcorp’s offer is attractive to Probe’s shareholders
• Total consideration of approximately C$526 million, or C$5.00 per share(1), before ascribing any
value to New Probe
49% premium to Probe’s TSX-V closing price of $3.36 on January 16, 2015
57% premium to Probe’s 20-day volume weighted average price (VWAP)(2)
• Exposure to Goldcorp’s 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 Probe’s Black Creek deposit, Tamarack-McFauld’s 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
TSX.V: PRB
Value Creation Over Last 5 Years
5 Source: 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
$6.00
Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14
Vo
lum
e (m
illion
s)
Sh
are
Pri
ce (
C$
)
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
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
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
TSX.V: PRB
Ontario: Mining Friendly Jurisdiction
BORDEN GOLD
Large resource anchoring a new district
100%-owned
Development flexibility and potential for low CAPEX
Favourable and well-developed infrastructure
8
BLACK CREEK CHROMITE
Strategically located between Cliffs Natural Resources’
Black Thor and Big Daddy deposits
High-Grade Chromite deposit at surface
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 – REGIONAL GEOLOGY-LOCATION
TSX.V: PRB
High-Grade Gold Zone Expanding
10
BORDEN GOLD – DRILL PLAN
• Since discovery: 624 drill
holes completed,
representing over 224,000
metres
TSX.V: PRB
• Acquired key strategic land
package giving exclusive
control over “District-Scale”
property
11
Borden Gold District
PROPERTY MAP – REGIONAL EXPLORATION
TSX.V: PRB
12
UNDERGROUND CONSTRAINED NI 43-101 RESOURCE ESTIMATE*
Resources
Category
Cut-off Grade
(g/t gold)
Tonnes
(000’s)
Grade
(g/t gold)
Gold (oz)
(000’s)
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
(000’s)
Grade
(g/t gold)
Gold (oz)
(000’s)
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 Company’s NI 43-101
technical report Mineral Resources Update Borden Gold Project dated June 10, 2014, available on SEDAR at
www.SEDAR.com under the Company’s profile.
TSX.V: PRB
Black Creek Chromite Property
High-Grade Chromite deposit at surface
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-McFauld’s Lake Property
Tamarack-McFauld’s 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
In 2008, Probe identified a sulphide-mineralized ultramafic
horizon which has the potential to host Ni-Cu mineralization
13
Tamarack-McFauld’s
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:
Successful Team with a Proven Track Record
Safe Jurisdiction
Relevant Commodity
Good Infrastructure
Strong Community Relationships
Management team will be led by Chairman, Jamie
Sokalsky and CEO, David Palmer
Strong history in exploration, mining engineering &
capital markets
Extensive experience in North America
Corporate Structure: 30.3 million shares - Ownership: Management & Directors 5% & Goldcorp 19.9%
Cash position ~$19 million1; no debt + Property Assets
New Probe – Strategic Vision
(1) Including $4 million receivable related to the previous sale of a royalty on the Goldex mine
TSX.V: PRB
Phone: (416) 777-6703
Email: [email protected]
Website: www.probemines.com
Head Office
56 Temperance Street, Suite 1000 Toronto, Ontario M5H 3V5
Building Ontario’s Newest Gold District
David Palmer President & Chief Executive Officer Yves Dessureault Chief Operating Officer Patrick Langlois Vice President, Corporate Development