Probe Metals Announces Closing of Oversubscribed $14.6 Million Financing

Toronto, August 17, 2016 – Further to its news releases dated July 7 and 11, 2016, Probe Metals Inc. (TSX-V: PRB) (”Probe” or the “Company”) is pleased to announce the completion of its previously announced brokered private placement of 13,200,000 units of the Company for aggregate gross proceeds of $14,645,799 (the “Offering”), which included the exercise, in full, of the agents’ option to purchase additional units. The Offering consisted of the sale of 3,829,069 flow-through units of the Company (the “FT Units”) at an average price of $1.50 per FT Unit and 9,370,931 non-FT Units (the “HD Units” and together with the FT Units, the “Units”) at a price of $0.95 per HD Unit. Each Unit consisted of one common share in the capital stock of the Company and one-half (½) of one common share purchase warrant (“Warrant”). Each whole Warrant will entitle the holder thereof to purchase one additional common share of the Company at a price of $1.75 per share for a period of 18 months from the closing date of the Offering. The securities comprising the FT Units are “flow-through shares” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”).

As part of the Offering, Goldcorp Inc. (“Goldcorp”) purchased 1,315,800 HD Units and now owns 11,893,646 common shares and 657,900 common share purchase warrants of Probe, which represents 14% of Probe’s issued and outstanding common shares on a non-diluted basis. In addition, certain directors and officers of Probe (and together with Goldcorp, the “Insiders”) purchased an aggregate of 772,480 HD Units pursuant to the Offering.

The Offering was completed through a syndicate of agents co-led by Macquarie Capital Markets Canada Ltd. and Medalist Capital Ltd., and included Cormark Securities Inc., Paradigm Capital Inc., Mackie Research Capital Corporation, Haywood Securities Inc. and Beacon Securities Limited (collectively, the “Agents”). A cash commission equal to 6% of the gross proceeds of Units placed by the Agents pursuant to the Offering was paid to the Agents.

The proceeds from the Offering will be used to fund “Canadian exploration expenses” (within the meaning of the Tax Act) related to Probe’s projects in Ontario and Québec, will qualify for inclusion in both the exploration base relating to certain Québec exploration expenses and the exploration base relating to certain Québec surface mining exploration expenses, as such terms are defined in the Taxation Act (Québec), and will be used for general working capital purposes.

Participation by the Insiders in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Probe was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Offering in reliance of sections 5.5(b) and 5.7(a) of MI 61-101.

Probe has been advised that Goldcorp acquired ownership of 1,315,800 HD Units at a subscription price of $0.95 per HD Unit for a total purchase price of $1,250,010. Accordingly, Goldcorp acquired ownership of (i) 1,315,800 Common Shares, and (ii) 657,900 Warrants, together representing 2.7% of the issued and outstanding Common Shares prior to completion of the Offering on a partially diluted basis. Prior to the completion of the Offering, Goldcorp owned 10,577,846 Common Shares, representing 14.7% of the current issued and outstanding Common Shares, and no Warrants. Following the acquisition, Goldcorp owns 11,893,646 Common Shares, representing 14% of the issued and outstanding Common Shares, and 657,900 Warrants, representing 8.9% of the issued and outstanding Warrants. Should Goldcorp exercise all of the Warrants, Goldcorp would hold 12,551,546 Common Shares representing approximately 14.6% of the issued and outstanding Common Shares (on a partially diluted basis). Goldcorp acquired the securities for investment purposes pursuant to the terms of a subscription agreement with Probe. Goldcorp will evaluate its investment in Probe from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease shareholdings as circumstances require. The exemption relied on for the acquisition of the Units is Section 2.10 of National Instrument 45-106 – Prospectus and Registration Exemptions. A copy of the Early Warning Report filed by Goldcorp in connection with the acquisition is available on Probe’s issuer profile on SEDAR at www.sedar.com. Goldcorp’s head office is located at Suite 3400 – 666 Burrard St. Vancouver, BC, V6C 2X8.

The securities issued pursuant to the Offering are subject to a statutory four month and one day hold period.

About Probe Metals:

Probe Metals Inc. is a leading Canadian gold exploration company focused on the acquisition, exploration and development of highly prospective gold properties. The Company is well-funded and controls a strategic land package of over 1,000-square-kilometres of exploration ground within some of the most prolific gold belts in Ontario and Quebec: Val d’Or, West Timmins, Casa-Berardi and Detour Quebec. The Company is committed to discovering and developing high-quality gold projects, including its key asset the Val-d’Or East Gold Project. The Company was formed as a result of the sale of Probe Mines Limited to Goldcorp on March 13, 2015. Goldcorp currently owns an approximately 14% stake in the Company.

On behalf of Probe Metals Inc.,
Dr. David Palmer,

President & Chief Executive Officer
For further information, please contact:

Patrick Langlois, Vice President, Corporate Development

Tel: (416) 777-9470
Email: patrick@probemetals.com
Karen Willoughby, Director of Corporate Communications

Tel: (866) 936-6766
Email: kwilloughby@probemetals.com

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