Fresnillo has agreed to buy Probe Gold for C$780 million, leaning into a year when bullion has done most of the selling. The price is C$3.65 a share, an almost 39 percent bump to Thursday’s close, and it potentially puts a Quebec development project into Mexican hands.
Price And Premium
The deal is a cash offer, which cleans settlement risk for Probe holders and shifts project risk to Fresnillo’s balance sheet. Reuters says the deal value pegs out around US$556 million at C$1.40 per US$1, with directors, officers, and the largest holder, Eldorado Gold, backing it, together controlling roughly 12 percent.
“This is an opportune moment to transfer the project to an experienced operator,” Probe’s CEO David Palmer said, signalling the want to trade dilution risk for a cheque.
The asset Fresnillo wants is Novador in Val‑d’Or. The proposed mine plan has a 12.6-year life, averaging 255,000 ounces of gold per year, which is “front-loaded” to average roughly 281,000 ounces annually for the first five years. The key reason Fresnillo is moving now, while gold prices are high, is that the acquisition’s “sticker price” appears to be below this last posted base case Net Present Value. Although these figures are from an early-stage PEA and not a final build decision, they provide the framework for why the buyer is making the first move.
Approvals Decide Timing
On Ottawa’s side, this is a foreign buyer for a Canadian miner, but it is nowhere near the Investment Canada Act “net benefit” review thresholds for private investors. Fresnillo counts as a trade agreement investor via CUSMA. That means the company only needs to file a notification and wait for the national security review period to expire, rather than undergo a full ‘net benefit’ review.. The national security screen starts at 45 days and can stretch to roughly 200 days with extensions.
Competition law is unlikely to slow this acquisition. Pre‑merger notice kicks in if the target’s Canadian assets or revenues top C$93 million and the parties top C$400 million in Canadian assets or revenues. Fresnillo has little Canadian revenue today, so the filing is a straightforward paperwork process unless the Bureau sees an unlikely local overlap. If they do notify, the fee is C$88,690 as of April 1, 2025.
Québec permitting becomes the swing factor for when ounces turn into potential cash. Probe said in December 2024 that federal and provincial impact study guidelines were in hand and that permitting had entered the assessment phase. That sits with the Impact Assessment Agency federally and MELCCFP in Québec, which can order more studies, ask for changes, or slow a start if the file is considered lacking.
What is missing today for this purchase to happen?There are no deal terms yet involving money, like break-fee, non‑solicit, or any regulatory undertakings. Expect a two-thirds shareholder vote and court verdict if it is structured as a plan of arrangement. Until these steps are taken, the headlines look solid, and the paperwork is potentially light.
