Name: PRB Verdict Framework Scorecard — WATCH
Item: Probe Gold Inc.
Rating: 19
Author: Mining Stock Report

Composite Score 19/25

Management Skin-in-the-Game

4/5

NOTE: Probe Gold Inc. (TSX: PRB) was acquired by Fresnillo plc on January 22, 2026 at C$3.65/share (C$780M total enterprise value). This scorecard reflects conditions as of approximately Q3 2025 (pre-announcement). The acquisition validates the thesis described below.

Dr. David Alexander Stephen Palmer (President & CEO) has led Probe Metals / Probe Gold since 2003 — a 20+ year tenure that saw the company build the Novador project's resource from grassroots exploration to ~10M oz. He is a CIM award recipient for geological discovery and holds 1.8% of shares outstanding, representing meaningful skin-in-the-game for a senior executive. His long-tenure, founder-like alignment with shareholders is a strong positive.

Eldorado Gold Corporation (TSX/NYSE: ELD), a ~C$5B+ producing gold miner with operations in Canada, Greece, and Turkey, held a 9.3% strategic stake in PRB — the single most important validation signal. When a producing major owns nearly 10% of a developer, it typically reflects a forward-looking view that the asset fits into M&A or partnership consideration. All directors and officers collectively held approximately 12% of shares (per the Fresnillo voting support agreement). Institutional ownership at 24% and retail at 59% reflected a well-distributed, liquid register. Score: 4/5.

Project Geology Quality

3/5

Resource classification: Novador Project, Val-d'Or East, Quebec (175 sq km, 4 past-producing mines — Beliveau, Bussière, Monique, Beaufor). Latest NI 43-101 resource estimate (effective date September 2024; technical reports filed on SEDAR+ October 21, 2024): Measured & Indicated 6,728,600 oz Au; Inferred 3,277,100 oz Au; total ~10.0M oz Au. The Monique and Pascalis deposits account for approximately 86% of the pit-constrained M&I resource. Grade is consistent with Val-d'Or open-pit mining (approximately 1.0-1.5 g/t Au range), suitable for large-scale low-cost extraction. The M&I resource was grown from scratch by management through systematic exploration — 77% increase in M&I and 131% increase in Inferred in the September 2024 update alone.

Economic study: Updated Preliminary Economic Assessment (PEA) released February 2024. After-tax NPV5%: C$910M; pre-tax NPV5%: C$1.53B; after-tax IRR: 24.4%; pre-tax IRR: 34.4% — all at US$1,750/oz gold base case. Average annual production: 255,000 oz/yr over a 12.6-year mine life (281,000 oz/yr first 5 years). Initial CapEx: C$602M. Average cash cost US$841/oz; AISC US$1,038/oz. Gold price sensitivity: at US$2,000/oz, pre-tax NPV5% increases to C$2.29B, IRR to 47.8%. PEA technical report filed on SEDAR+ March 26, 2024.

Framework note: The rubric scores 3/5 for 'Indicated & Inferred resource with a PEA.' This is technically correct — no PFS had been completed at the time of scoring. However, the scale of 6.73M oz M&I is extraordinary for a PEA-stage project (most PEA-stage developers hold <2M oz). A 50,000m infill drill program was actively upgrading Inferred resources toward Indicated, and the PFS was in preparation. The geology score would upgrade to 4/5 upon PFS publication. Score: 3/5.

Capital Structure Health

4/5

As of Q3 2025, Probe Gold had approximately 204,000,000 shares issued and outstanding (up from 108.6M as of June 24, 2025 AGM, following an upsized bought-deal private placement in April 2025 and other issuances). Fully diluted shares were somewhat higher including in-the-money options. Cash position was estimated at C$25-40M following the April 2025 bought deal — sufficient to fund the 50,000m infill drill program, PFS preparation, and initial permitting costs.

The bought-deal financing in April 2025 (upsized) demonstrated strong institutional demand and ability to raise capital cleanly. Eldorado Gold and the 24% institutional base provided a credible marketing floor for equity raises. No significant debt on the balance sheet. The capital structure is appropriate for a major gold developer: 204M shares for 10M oz of total resource represents approximately 50 oz per thousand shares — reasonable leverage for a discovery-stage developer.

The 4/5 score reflects: well-funded for current stage, clean balance sheet with no debt, strong institutional support enabling future capital access, and appropriate share leverage to the resource. Shares at 204M are elevated vs. earlier development stages but reflect successful resource growth through ongoing exploration capital.

Catalyst Proximity

4/5

Four concurrent near-term catalysts drove the investment thesis: (1) 50,000m infill drill program actively releasing results and systematically converting Inferred resources to Indicated — the resource trajectory was clearly upward; (2) Pre-feasibility study (PFS) in preparation, expected to follow infill drill completion in 2025-2026, which would upgrade economics from PEA (±35-50% accuracy) to PFS (±25% accuracy) and unlock a 1-2 score upgrade on both geology and acquisition factors; (3) Federal environmental permitting advancing — Phase II guidelines submitted and a detailed project description filed with Quebec; and (4) Gold price tailwind — with gold at approximately US$2,600-2,800/oz vs. the US$1,750 PEA base case, the project economics were materially stronger than the published numbers suggested.

The combination of organic resource growth catalysts, a pending PFS, and permitting milestones on an active timeline is consistent with a 4/5 score. The only reason it does not score 5/5 is that the PFS itself had not been released yet — the most transformative single catalyst remained in the future at time of scoring.

Outcome note: Fresnillo announced the acquisition on October 31, 2025 — before the PFS was released. This is consistent with major producers acquiring assets ahead of the de-risking event to capture the valuation uplift themselves.

Comparable Acquisition Value

4/5

PEA base-case (US$1,750/oz) after-tax NAV: C$910M / 204M shares = C$4.46/share unadjusted. Applying the Framework's mandatory 50% PEA discount: discounted NAV = C$2.23/share. Pre-announcement closing price (September 30, 2025): C$2.16. P/NAV at discounted base-case: 0.97x — apparently fairly valued.

However, the base-case gold price of US$1,750/oz was stale. At the time of analysis (~Q3 2025), gold was trading at approximately US$2,600-2,800/oz. At US$2,000/oz (the lowest published sensitivity case), pre-tax NPV5% rises to C$2.29B — after-tax approximately C$1.36B. Per share: C$6.67 unadjusted; 50% PEA-discounted: C$3.34. P/NAV at C$2.16 / C$3.34 = 0.65x. At more realistic ~US$2,600/oz at time of analysis, the gold-price-adjusted discounted NAV is estimated at approximately C$4.50-5.50/share, implying a P/NAV of 0.39-0.48x — a significant discount to risk-adjusted value.

EV/oz M&I comparison: enterprise value at C$2.16 × 204M shares = C$441M market cap; minus ~C$30M cash = ~C$411M EV. EV / 6.73M oz M&I = C$61/oz (approximately US$44/oz). Comparable acquisition multiples for Tier-1 jurisdiction (Canada) developers with 5M+ oz M&I resources range from US$80-200/oz. PRB was trading at the low end of or below this range. Outcome: Fresnillo's acquisition at C$3.65/share (EV ~C$750M+ ) = C$111/oz M&I (US$80/oz) — within the expected range and confirming undervaluation at pre-announcement prices. Score: 4/5.

Analyst Summary

ACQUISITION NOTE: Probe Gold Inc. (TSX: PRB) was acquired by Fresnillo plc on January 22, 2026 at C$3.65/share (C$780M). Investors holding PRB at the September 30, 2025 closing price of C$2.16 captured a 69% return to the acquisition close. This scorecard is retrospective and serves as a framework accountability record.

Probe Gold earns a WATCH verdict at 19/25 — one point below the BUY threshold of 20. The strongest factors: a massive 6.73M oz Au Measured & Indicated resource (+3.28M oz Inferred) in Quebec's Val-d'Or camp — one of Canada's most active gold mining districts — underpinned by a 2024 PEA showing after-tax NPV5% of C$910M at US$1,750/oz gold. With gold trading approximately US$900/oz above the PEA base case at time of analysis, the real economics were substantially more favourable than published numbers suggested. Eldorado Gold's 9.3% strategic ownership provided critical institutional validation, and the 50,000m infill drill program was actively upgrading resources toward the PFS.

The framework-constrained weakness was the PEA-only study level: no pre-feasibility study had been completed, requiring a mandatory 50% NAV discount under the Framework's rules. At the US$1,750 discounted NAV of C$2.23/share, PRB appeared fairly valued at C$2.16 — but applying a more realistic gold price of ~US$2,600/oz pushed the gold-price-adjusted P/NAV to approximately 0.40-0.45x, a genuinely attractive entry. The capital factor (204M shares) is appropriate for the resource scale but elevated for a PEA-stage company.

The acquisition by Fresnillo at C$3.65/share validates the core thesis: Novador is a tier-1 asset in a tier-1 jurisdiction, and at pre-announcement pricing it was available at a meaningful discount to peer acquisition multiples (US$44/oz EV/M&I vs. typical US$80-200/oz for comparable Canadian developers). The key lesson for the Framework: when a project has 10M oz in a top-tier jurisdiction with a major-producer strategic stake and gold at cycle highs, the PEA-discount constraint kept the verdict at WATCH instead of BUY — but the risk-adjusted thesis was clearly sound.

Probe Gold Inc.