2016 04-07 - probemetals/adventure gold presentation

16
CREATING A WELL-FUNDED QUEBEC-ONTARIO GOLD EXPLORER AND DEVELOPER April 7, 2016

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Page 1: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

CREATING A WELL-FUNDED QUEBEC-ONTARIO GOLD

EXPLORER AND DEVELOPER

April 7, 2016

Page 2: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

Cautionary Notes

2

Forward Looking Information

This presentation may include certain “forward-looking statements” within the meaning of applicable Canadian securities

legislation. All statements, other than statements of historical fact, included herein, including, without limitation, statements

regarding future plans and objectives of Probe Metals Inc. (“the Company”) and Adventure Gold Inc. (“Adventure”), future

opportunities and anticipated goals, the business combination, the combined company’s portfolio, treasury, management team,

projected capital and operating expenses, the proposed private placement with Goldcorp Inc., the timing of the business

combination, timetable to permitting and production and the prospective mineralization of the properties, are forward-looking

statements that involve various risks, assumptions, estimates and uncertainties. Generally, forward looking information can be

identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget",

"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words

and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be

achieved". There can be no assurance that such statements will prove to be accurate, and actual results and future events could

differ materially from those anticipated in such statements. Forward-looking information is subject to known and unknown risks,

including but not limited to: an inability to complete the business combination; general business, economic, competitive,

geopolitical and social uncertainties; delays in obtaining or failures to obtain required governmental, regulatory, environmental or

other required approval; the actual results of current exploration activities; acquisition risks; and other risks of the mining and

resource industry. Although the Company and Adventure have attempted to identify important factors that could cause actual

results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to

be as anticipated, estimated or intended. These statements reflect the current internal projections, expectations or beliefs of the

Company and Adventure and are based on information currently available to the Company and Adventure. The Company and

Adventure do not undertake to update any forward-looking information, except in accordance with applicable securities laws. The

Company and Adventure believe that the expectations reflected in those forward-looking statements are reasonable but no

assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this

presentation should not be unduly relied upon by investors as actual results may vary. Unless required to be updated pursuant to

securities laws, these statements speak only as of the date of this presentation and are expressly qualified, in their entirety, by

this cautionary statement.

Currency

Unless otherwise indicated, all dollar values herein are in Canadian $.

TSXV: PRB

Page 3: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

3TSXV: PRB

Creation of a leading, Quebec-Ontario focused gold exploration and development company

Val-d’Or East Project - inferred resources of 770,000 ounces at 2.6 g/t gold(1) with excellent

exploration potential

Extensive portfolio of underexplored properties (over 900 km2) within some of the most

high-profile and prolific gold camps in Canada including: Val-d’Or, West Timmins, Casa

Berardi and Detour Quebec

Combined experienced board & management team with a strong history in exploration,

mine development and capital markets

Strong combined balance sheet – cash position approximately $22 million, no debt

Support of key shareholders

— Support agreements from Adventure shareholders representing 30% of shares

— In connection with the Transaction, Probe plans to complete a private placement with

Goldcorp of 4,400,000 common shares at a price of $0.66 per share for proceeds of

approximately $2.9 million. Goldcorp to maintain 15% pro-rata position.

+

(1) Source: NI 43-101 technical report Mineral Resources Val-d’Or East Gold Project, January 2013

Page 4: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

Combined Management & Board

Jamie SokalskyChairman

Currently, Director of Agnico Eagle Mines, Royal Gold and

Pengrowth Energy

Former President & CEO of Barrick Gold Corporation (2012-2014)

Former CFO of Barrick Gold Corporation (1999 to 2012)

Yves DessureaultChief Operating Officer

Former COO of Probe Mines (2014-2015)

Has over 25 years of experience in Operations, Project Evaluation

& Mine Development

Former mining executive at BBA, Rio Tinto and Hatch

Management

Patrick LangloisVice President, Corporate Development

Former Vice President of Probe Mines (2012 to 2015)

Has over 15 years of experience in Corporate Development,

Venture Capital & Investment Banking

Gord McCrearyDirector

Former Director of Probe Mines (2012 to 2015)

Former CEO of Baffinland Iron Mines

Founding officer of Kinross Gold

Basil HaymannDirector

Former Director of Probe Mines (2013 to 2015)

Entrepreneur, currently Chairman of FabriTec Structures LLC

Has 50 plus years of experience founding and taking companies

to top levels of success in their industries

Dennis PetersonDirector

Former Director of Probe Mines (2001 to 2015)

Founder of Peterson, and Company LLP

Has 20 years of experience as a corporate securities lawyer

specializing in corporate finance matters for small cap companies

Directors

David PalmerPresident, Chief Executive Officer & Director

Former President & CEO of Probe Mines (2003 to 2015)

2015 – PDAC Bill Dennis Award for a Canadian Mineral Discovery

2015 – Northern Miner Mining Person of the Year

2014 – Prospector of the Year – Ontario

2014 - CIM A.O. Dufresne Exploration Achievement Award

4TSXV: PRB

Marco GagnonExecutive Vice President

President & CEO of Adventure Gold since 2007

Has over 25 years of experience in Project Acquisition, Exploration

and Mine Development

Former senior geologist with Inmet Mining and Barrick Gold

1 Adventure Nominee

Appointed at Closing of the Transaction

Addition of Adventure Exploration Team

based in Rouyn-Noranda, Quebec

Page 5: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

Transaction Summary

5TSXV: PRB

Adventure shareholder vote – 66 2/3% of voting shareholders

Customary non-solicitation

Support agreements from management, directors and key shareholders of Adventure, totaling 30%

Break fee of C$0.8 million

Proposed

Transaction

Acquisition of all of the outstanding common shares of Adventure Gold via Plan of Arrangement

All outstanding options to purchase Adventure common shares will be exchanged for options to

purchase Probe common shares based upon the exchange ratio

Pro forma ownership of 53% Probe, 47% Adventure

Consideration

Other Terms

and Conditions

Timeline

0.39 Probe shares per Adventure share, for total consideration of C$0.285 per share

Represents a 36% premium over the April 6, 2016 closing price of C$0.21

Represents a 23% premium over the April 6, 2016 over the 20-day VWAP of C$0.19

Management information circular mailed by Adventure to its shareholders early May 2016

Adventure shareholder meetings to be held in early June 2016

Closing expected in June 2016

Board and

Management

1 director from Adventure to join pro-forma company’s Board of Director at the closing of the

transaction

Marco Gagnon to be appointed Executive Vice President of Probe Metals Inc.

Page 6: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

Benefits to All Shareholders

6TSXV: PRB

Quality

Properties

Financial

Strength

Proven Board,

Management

Extensive portfolio of underexplored properties in Quebec and

Ontario within a significant land package exceeding 900 km2

Strong balance sheet with significant cash position C$22 million

Combination of highly experienced board and management teams

with a proven track record of delivering shareholder value

through mineral discovery and project development

Val d’Or East

ProjectA current NI 43-101 inferred resource of 770,000 ounces at 2.6 g/t

gold with excellent exploration potential

Page 7: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

7

Units Probe Adventure Pro-Forma

Share Price (TSXV) C$ $0.73 $0.21 $0.73

Basic Shares Outstanding MM 34.9 80.2 66.2

Basic Market Capitalization C$M $25.4 $16.8 $48.3

Cash C$M $18.0 $1.6 $19.6(1)

Total Debt C$M - - -

TSXV: PRB

Common Shares Outstanding: 66.2 million

Fully-diluted Shares Outstanding1: 71.4 million

Key Shareholders1:

Goldcorp 9%

Windermere Capital 7%

Management & Directors 6%

Sodémex 4%

FTQ 3%

SIDEX 2%

1) As of April 6th, 2016, before completion of the Private Placement Transaction

Transaction SummaryPre-Financing

Page 8: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

8

Portfolio of High Quality Gold AssetsQuebec and Ontario Focus

Page 9: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

9

Val-d’Or East ProjectFlagship Asset with Exploration Potential

Proximity to existing

infrastructures (road,

electricity, Val-d’Or, regional

airport, railroad)

Initial NI 43-101 resource

estimate(1): Inferred, 770koz

Au @ 2.6 g/t (330koz Au @

2.4 g/t Au pit-constrained

and 394koz Au @ 3.1 g/t Au

in underground bulk mining)

Site of former UG Béliveau

mine operated by Cambior

from 1989-1993 (more than

170koz produced @ 3.15g/t)

(1) Source: NI 43-101 technical report Mineral Resources Val-d’Or East Gold Project, January 2013

TSXV: PRB

Page 10: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

10TSXV: PRB

(1) Source: NI 43-101 technical report Mineral Resources Val-d’Or East Gold Project, January 2013

VAL-D’OR

EAST

DETOUR

EAST & NORTH

DETOUR

QUEBEC

WEST

PORCUPINE

TIMMINS

WESTDUBUISSON

CASA-

CAMERON

LocationVal-d’Or,

QuebecQuebec Quebec

Timmins,

Ontario

Timmins,

Ontario

Val-d’Or,

QuebecQuebec

Ownership 100% 100%SOQUEM option

to acquire 50%100%

50%

(50% LSG)

47%

(53% AEM)

GFK option to

acquire 50%

Size 91 km2 207 km2 286 km2 47 km2 2 km2 8 km2 279 km2

Description770 koz

@ 2.6 g/t (1)

700 metre drill

program initiated

3,400 metre drill

program initiated

Underexplored

area

Contiguous to

Lake Shore’s

new discoveries

Historical

resources

Well known

gold camp

Highlights

Objective to expand

existing resource.

Upside for further

discovery

10 km along-trend from Lower

Detour high-grade discovery

Exploration

Upside

Potential

Extension of

Zone 144

Contiguous

with Goldex

Exploration

Upside

Key Assets HighlightsOver 900km2 of underexplored properties

Page 11: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

11

Basic Market Capitalization (C$mm)

Net Cash / (Debt) (C$mm)

$246

$212$194

$127

$97

$62 $56 $52$31 $25

Ka

min

ak G

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Inte

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Pro

-form

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Mo

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Pro

be M

eta

ls

$68$65

$44

$29$22

$19 $18 $17

$10

$1

Oban M

inin

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Dalradia

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esourc

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Inte

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Gold

Ka

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Pro

-form

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Strong Financial PositioningPost-Financing

Page 12: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

Creating a Leading Quebec-Ontario Gold

Exploration and Development Company

12TSXV: PRB

Val-d’Or East Project - inferred resources of 770,000 ounces at 2.6 g/t gold with excellent

exploration potential

Extensive portfolio of underexplored properties (over 900 km2) within some of the most

high-profile and prolific gold camps in Canada including: Val-d’Or, West Timmins, Casa

Berardi and Detour Quebec

Combined experienced board & management team with a strong history in exploration,

mine development and capital markets

Strong combined balance sheet – cash position approximately $22 million, no debt

Support of key shareholders

— Support agreements from Adventure shareholders representing 30% of shares

— In connection with the Transaction, Probe plans to complete a private placement with

Goldcorp of 4,400,000 common shares at a price of $0.66 per share for proceeds of

approximately $2.9 million. Goldcorp to maintain 15% pro-rata position.

Page 13: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

For more information, please contact:

David Palmer Marco Gagnon

President & CEO President & CEO

Probe Metals Inc. Adventure Gold Inc.

[email protected] [email protected]

416.777.1551 450.743.5527

www.probemetals.com

Page 14: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

www.probemetals.com

APPENDIX

Page 15: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

15

Detour Quebec Project

TSXV: PRB

Properties along both the Detour and the new high-grade Detour South trends

Limited past exploration activity

Significant exploration upside potential

Page 16: 2016 04-07 - ProbeMetals/Adventure Gold Presentation

West Porcupine Project

16

Acquired in February 2016

Land package of 47 km2 located

between Goldcorp’s Borden Gold

project and Timmins

Project covers a 10 kilometer

long section of Archean

greenstone that contains the

interpreted western extension of

the Porcupine-Destor Fault Zone

Highly prospective geology in an

under-explored area within one

of Ontario’s most prolific gold

producing mining camps

Previous exploration work and

drilling has identified at least two

distinctive zones of high-grade

gold mineralization and several

prospective gold targets

TSXV: PRB

WEST PORCUPINE PROJECT – REGIONAL GEOLOGY WEST PORCUPINE PROPERTY

& ROSS PROPERTY