Leading Independent Advisory Firms ISS and Glass Lewis Recommend Shareholders of Probe Mines Limited
TORONTO, Feb 27, 2015 - Probe Mines Ltd. (TSX VENTURE:PRB) ("Probe" or the "Company") is pleased to announce that both Institutional Shareholder Services Inc. ("ISS") and Glass Lewis and Co. ("Glass Lewis"), two leading independent proxy advisory firms have recommended that shareholders of Probe support the proposed plan of arrangement (the "Arrangement") between Probe and Goldcorp Inc. ("Goldcorp") at the special meeting of Probe shareholders scheduled for March 11, 2015. If shareholders approve the Arrangement, Probe shareholders will receive for each Probe share that they hold 0.1755 of a common share of Goldcorp, $0.001 in cash and 0.3333 of a common share of Probe Metals Inc. a newly incorporated company. Goldcorp will acquire all the issued and outstanding Probe shares if shareholders vote FOR the arrangement.
The ISS endorsement noted that a vote for the Arrangement is warranted based on "the significant implied premium and the reasonable strategic rationale" of the Arrangement. Glass Lewis called the transaction "strategically compelling for Probe shareholders". In reaching its conclusion, Glass Lewis commented that Probe shareholders could benefit from the producing assets, greater scale and financial resources of the combined company.
Both ISS and Glass Lewis noted that the Arrangement offered Probe shareholders the opportunity to own shares in a high quality, low-cost gold producer with an industry leading dividend and a positive free cash flow generating ability as well as exposure to Goldcorp's portfolio of well diversified world-class assets in safe jurisdictions.
We encourage all Probe shareholders to read the Information Circular with respect to the Arrangement, which was mailed to Probe shareholders of record as of February 9, 2015. The Information Circular is available on SEDAR at www.sedar.com. and contains a detailed description of the Arrangement.
The board of directors of Probe unanimously recommends that Probe shareholders vote FOR the Arrangement and the related resolutions to be considered at Special Meeting of Probe shareholders on March 11, 2015.
Probe shareholders are reminded to vote before the proxy cut-off time at 10:00 a.m. (Toronto time) on Monday March 9, 2015.
If you require any assistance in completing your proxy, please consult with our proxy solicitor, Kingsdale Shareholder Services ("Kingsdale") by telephone at 1-866-581-0510 toll-free in North America or call collect at 416-867-2272 outside of North America or by e-mail at email@example.com.
ISS is the world's leading provider of corporate governance solutions to the global financial community. More than 1,700 institutional clients rely on the expertise of ISS to help them make more informed investment decisions on behalf of their shareholders.
About Glass Lewis
Glass Lewis is a leading independent governance analysis and proxy voting firm, serving more than 900 institutional investors globally. Glass Lewis' research focuses on the long-term financial impact of investment and proxy vote decisions and assists institutional investors in making sound decisions by uncovering and assessing governance, business, legal, political and accounting risks.
About Probe Mines
Probe Mines Ltd. is a Canadian precious metals exploration company whose key asset is the 100%-owned Borden Gold project near Chapleau in Ontario, Canada. The Company owns a significant gold resource on its Borden Gold project and controls a large land package in the Borden Gold District representing 786-square-kilometres of exploration potential. The Company also has a 100% interest in the Black Creek chromite deposit located in Northern Ontario.
Goldcorp is one of the world's fastest growing gold producers. Its low-cost gold production is located in safe jurisdictions in the Americas and remains 100% unhedged. More information about Goldcorp is set out in the Information Circular.
On behalf of Probe Mines Ltd.,
Dr. David Palmer,
President & Chief Executive Officer
Forward-Looking Statements: Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan".
Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company's objectives, goals or future plans, statements regarding the completion of the acquisition of the Company by Goldcorp, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to an inability to satisfy the conditions required to complete the acquisition of the Company by Goldcorp, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
Probe Mines Ltd.
Karen Willoughby, Director of Corporate Communications
Probe Mines Ltd.
Patrick Langlois, Vice President, Corporate Development