Fresnillo (FRES) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition provides strategic entry into Canada, a tier-one mining jurisdiction with established infrastructure and skilled workforce, diversifying beyond Mexico.

• Adds a high-quality, advanced gold development project and a large exploration land package in Quebec and Ontario, including the Novador project with over 8 million ounces of gold.

• Strategic entry into the Val-d'Or Mining Camp, known for its rich gold mining history and infrastructure.

• Complements existing operations and enhances long-term growth potential, supporting positioning as a leading precious metals company.

• Aligns with a disciplined, value-driven M&A strategy focused on early-stage precious metals projects.

Financial terms and conditions

• All-cash acquisition of all outstanding shares for CAD 780 million (approx. US$560 million), at CAD 3.65 per share, representing a 24% premium to Probe's 30-day VWAP.

• Funded entirely with cash on hand; post-transaction cash balance projected at $2.2 billion.

• C$31 million termination fee payable by Probe under certain circumstances.

• No change to dividend policy, balancing growth and shareholder returns.

Synergies and expected cost savings

• Significant exploration upside from 1,800 sq km of largely unexplored land adjacent to major gold operations.

• Opportunity to leverage technical expertise to optimize and de-risk the Novador Gold Project, targeting over 200,000 ounces of annual gold production for 10+ years.

• Potential for collaboration with neighboring mining companies in Quebec.