Probe Mines Corporate Presentation March 2015

14
TSX.V: PRB Borden Discovery Outcrop Building Ontario’s Newest Gold District MARCH 2015

Transcript of Probe Mines Corporate Presentation March 2015

Page 1: Probe Mines Corporate Presentation March 2015

TSX.V: PRB

Borden Discovery Outcrop

Building Ontario’s Newest

Gold District MARCH 2015

Page 2: Probe Mines Corporate Presentation March 2015

TSX.V: PRB

Cautionary Notes

2

Forward Looking Information

This Presentation contains “forward-looking information” and “forward looking statements” within the meaning of applicable Canadian and United States securities legislation.

Forward-looking information may include, but is not limited to, the anticipated production and developments in our operations in future periods, information with respect to our

planned exploration and development activities, the adequacy of our financial resources, the estimation of mineral reserves and resources including the 2014 Borden Gold

Mineral Resource estimate, realization of mineral reserve and resource estimates and timing of development of our Borden Gold project, costs and timing of future exploration,

results of future exploration and drilling, production and processing estimates, capital and operating cost estimates, timelines and similar statements relating to the economic

viability of the Borden Gold Project, timing and receipt of approvals, consents and permits under applicable legislation, our executive compensation approach and practice, the

composition of our board of directors and committees and adequacy of financial resources. Wherever possible, words such as “plans”, “expects”, “projects”, “assumes”,

“budget”, “strategy”, “scheduled”, “estimates”, “forecasts”, “anticipates”, “believes”, “intends”, “targets” and similar expressions or statements that certain actions, events or

results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative forms of any of these terms and similar expressions, have been used to identify

forward-looking statements and information. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking information to

the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with

respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be

forward-looking information. Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or

results to differ from those expressed or implied by the forward-looking information, including, without limitation, those risks identified in our Annual Information Form dated

September 15, 2014 filed on SEDAR at www.sedar.com. Forward-looking information is based on the expectations and opinions of our management on the date the

statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise.

We do not assume any obligation to update forward-looking information, whether as a result of new information, future events or otherwise, other than as required by

applicable law. For the reasons set forth above, prospective investors should not place undue reliance on forward-looking information.

National Instrument 43-101

Technical and scientific information contained herein relating to the Projects is derived from National Instrument 43-101 (“NI 43-101”) compliant technical reports (“Reports”)

Mineral Resources Update Borden Gold Project dated June 10, 2014. We have filed the Reports and Update under our profile at www.sedar.com. Technical and scientific

information not contained within the Reports for the Projects and contained in this Presentation has been reviewed and approved by Independent Qualified Persons Walter

Allan Dzick, P.Geo., of Snowden, whom is an independent “qualified person” under NI 43-101. The Technical Reports and Update are available for revision on SEDAR at

www.SEDAR.com under the Company’s profile.

This Presentation uses the terms “indicated resources” and “inferred resources”. Although these terms are recognized and required by Canadian regulations (under NI 43-

101), the United States Securities and Exchange Commission does not recognize them. Mineral resources which are not mineral reserves do not have demonstrated

economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant

issues. There is no guarantee that all or anypart of the mineral resource will be converted into mineral reserves.

In addition, “inferred resources” have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an

inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre

feasibility studies, or economic studies, except for a Preliminary Assessment as defined under NI 43-101. Investors are cautioned not to assume that part or all of an inferred

resource exists, or is economically or legally mineable.

Currency

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

Page 3: Probe Mines Corporate Presentation March 2015

TSX.V: PRB

Executing on Our Strategy

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Goldcorp to acquire Probe Mines Limited (news release of January 19, 2015)

Probe shareholders to receive 0.1755 of a Goldcorp share, equivalent to $5.00 per Probe share, based

on the closing price of Goldcorp shares on January 16, 2015

Total consideration of $526 million, and one-third (1/3) of a New Probe share for each share of Probe

Transaction is expected to close at the end of the first quarter 2015

Borden: A Large and Growing High-Grade Gold Project in Ontario, Canada 100%-owned project, high quality, low risk project

In December 2014, land transaction of $42 million to consolidate the ownership of the project

High-Grade Underground Constrained Resource1

• Indicated category: 1.6 MMoz @ 5.39 g/t Au

• Inferred category: 0.4 MMoz @ 4.37 g/t Au

Open Pit-Constrained Resource1

• Indicated category: 2.3 MMoz @ 1.03 g/t Au

Experienced Management Team Appointment of Jamie Sokalsky as Chairman, former President & CEO of Barrick

Strong history in exploration, mining engineering & capital markets

Ability to finance our operations and execute our strategy, on acceptable terms

(1) Source: NI 43-101 technical report Mineral Resources Update Borden Gold Project dated June 10, 2014.

Page 4: Probe Mines Corporate Presentation March 2015

TSX.V: PRB

Transaction Summary

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Source: (1) Based on Goldcorp’s TSX closing share price on January 16, 2015. Conservatively valuing New Probe at cash and receivable value would provide Probe shareholders with an additional C$0.18 per share of consideration. (2) Based on Probe’s volume weighted average price (VWAP) for the 20-day period ending January 16, 2015 based on TSX-V trading data only.

The Offer

Benefits to

Probe

Shareholders

New Probe

• Acquisition of all the outstanding common shares of Probe

• Probe shareholders to receive 0.1755 of a Goldcorp share and one-third (1/3) of a New Probe

share for each share of Probe

Goldcorp’s offer is attractive to Probe’s shareholders

• Total consideration of approximately C$526 million, or C$5.00 per share(1), before ascribing any

value to New Probe

49% premium to Probe’s TSX-V closing price of $3.36 on January 16, 2015

57% premium to Probe’s 20-day volume weighted average price (VWAP)(2)

• Exposure to Goldcorp’s portfolio of well diversified, world-class assets in safe jurisdictions

• Goldcorp has the technical and financial capability to advance Borden and extensive milling and

other infrastructure in the immediate area

• Ownership in New Probe, a well-capitalized exploration company created to leverage Probe

management's exploration expertise, provides additional value to Probe shareholders

• New Probe being formed in partnership with Goldcorp to continue the success of the Probe team

• New Probe will contain Probe’s Black Creek deposit, Tamarack-McFauld’s Lake property, and

the Victory property

• New Probe will be capitalized with $15 mm cash and $4 mm receivable related to the previous

sale of a royalty on the Goldex mine

• Goldcorp will maintain its pro-rata ownership of 17.3% in New Probe for at least 2 years and

support New Probe in the execution of its business plan

Key Conditions

and Timing

• Subject to approval by Probe shareholders, court approval and other customary conditions

• Circular mailed in mid-February 2015 and transaction is expected to close at the end of the first

quarter 2015

Page 5: Probe Mines Corporate Presentation March 2015

TSX.V: PRB

Value Creation Over Last 5 Years

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Source: (1) Company filings, FactSet

Market Cap:

Gold Price:

C$13 mm

US$1,105/oz

C$59 mm

US$1,421/oz

C$116 mm

US$1,567/oz

C$117 mm

US$1,676/oz

C$170 mm

US$1,202/oz

C$551 mm

US$1,228/oz

--

1

2

3

4

5

6

--

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14

Acquires the Borden Lake Gold Project

Announces Gold Discovery on Borden

Announces Second Phase Drilling Program

Announces Private Placement of C$25 mm

Announces Initial Resource Estimate with Indicated Resource of 11.6 mmt at 0.8 g/t Au

for 305 kozs Au and Inferred Resource of 169.3 mmt at 0.69 g/t Au for 3.8 mozs

Announces C$15 mm Bought Deal

Announces Positive

Preliminary Metallurgical

Results

Announces 44% Increase in Global Resource Estimate and New Pit - Constrained

Announces Updated Resource Estimate with 3.7 mmozs Indicated

Au at 1.02 g/t Au and 625 kozs Inferred Au at 1.08 g/t Au

Announces $15.0 mm Private Placement

Announces Investment by Agnico Eagle

Announces Drill Intercept of 16.3 g/t

Au Over 39 m

Announces High - Grade Drill Intercept of 7.0 g/t Au over 39.5 m

Appoints Yves Dessureault as COO

Announces UG Resource Estimate of 1.6 mm ozs Indicated Au at 5.39 g/t, 0.43

mm ozs Au Inferred at 4.37 g/t, OP Resource

Estimate of 2.3 mm ozs Indicated Au at

1.03 g/t

Completes $26 Million

Flow - Through Private

Placement

Appoints Jamie

Sokalsky as

Director and

Chairman

Consolidates 100% Ownership

of Borden

Announces Acquisition by Goldcorp HGZ Discovery 51 m at 10.3 g/t

Vo

lum

e (m

illion

s)

Sh

are

Pri

ce (

C$

)

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TSX.V: PRB

Jamie Sokalsky Chairman of the Board Former President & Chief Executive Officer of Barrick Gold Corporation

David Palmer, Ph.D., P.Geo. President, Chief Executive Officer & Director Over 25 years in the Mining Industry

Yves Dessureault, Ph.D., MBA, P.Eng. Chief Operating Officer Over 25 years of experience in Operations, Project Evaluation & Mine Development

Patrick Langlois, MBA, CFA Vice President, Corporate Development Over 15 years of experience in Corporate Development & Investment Banking

Carmelo Marrelli, CA, CSA Chief Financial Officer Experienced Mining Accountant

John Gammon, Ph.D. Director Former Assistant Deputy Minister of Mines for Ontario

Gordon McCreary, MBA, P.Eng. Director Former officer of Kinross , Baffinland and Castle Mountain Mining

Dennis Peterson, B. Comm, LLB Director Corporate Securities Lawyer, Small Cap Mining Expertise

Basil Haymann Director Entrepreneur, currently Chairman of Guard-All Building Solutions

Management Team

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Page 7: Probe Mines Corporate Presentation March 2015

TSX.V: PRB

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Analyst Coverage

BMO Capital Markets Andrew Kaip

Cormark Securities Tyron Breytenbach

Edgecrest Capital Ali Khan

Euro Pacific Canada Ryan Walker

Mackie Research Peter Campbell

Macquarie Capital Markets Michael Gray

Raymond James David Sadowski

RBC Capital Markets Sam Crittenden

Scotia Capital Mike Hocking

Major Shareholders Holdings (I&O)

Institutional / Strategic Investors:

Goldcorp, Sprott, Van Eck,

US Global, 1832 Asset Management,

AGF, RBC, Goodman, Fidelity,

Mackenzie, BMO, etc.

~ 50%

Management & Directors 5%

Probe Mines Limited Symbol: PRB

Listed Exchange Toronto Venture

Market capitalization $515.5 million

Shares outstanding (basic) 90.8 million

Shares outstanding (fully diluted) 105.2 million

Cash Balance ~$15.0 million

52 week trading range $1.96 - $5.50

Recent Price (02/26/15) $4.90

Corporate Summary

Page 8: Probe Mines Corporate Presentation March 2015

TSX.V: PRB

Ontario: Mining Friendly Jurisdiction

BORDEN GOLD

Large resource anchoring a new district

100%-owned

Development flexibility and potential for low CAPEX

Favourable and well-developed infrastructure

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BLACK CREEK CHROMITE

Strategically located between Cliffs Natural Resources’

Black Thor and Big Daddy deposits

High-Grade Chromite deposit at surface

Page 9: Probe Mines Corporate Presentation March 2015

TSX.V: PRB

• Close to numerous

mining districts

• Excellent access &

local infrastructure

Only 9 km from Chapleau

and Power Lines

1 km to Highway

10 minutes to Rail

• Within the Kapuskasing

Structural Zone

Underexplored

• Community

Receptive to new industry

• First Nations

Agreement in place

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New Gold District

BORDEN GOLD – REGIONAL GEOLOGY-LOCATION

Page 10: Probe Mines Corporate Presentation March 2015

TSX.V: PRB

High-Grade Gold Zone Expanding

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BORDEN GOLD – DRILL PLAN

• Since discovery:

624 drill holes

completed,

representing over

224,000 metres

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TSX.V: PRB

• Acquired key strategic

land package giving

exclusive control over

“District-Scale” property

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Borden Gold District

PROPERTY MAP – REGIONAL EXPLORATION

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TSX.V: PRB

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UNDERGROUND CONSTRAINED NI 43-101 RESOURCE ESTIMATE*

Resources

Category

Cut-off Grade

(g/t gold)

Tonnes

(000’s)

Grade

(g/t gold)

Gold (oz)

(000’s)

Indicated

Inferred

3.5

3.5

5,886

1,521

6.80

5.79

1,286

283

Indicated

Inferred

3.0

3.0

7,222

2,125

6.14

5.06

1,426

346

Indicated

Inferred

2.5

2.5

9,262

3,034

5.39

4.37

1,604

426

Indicated

Inferred

2.0

2.0

12,985

4,317

4.48

3.73

1,870

518

Mineral Resources, June 2014

OPEN PIT-CONSTRAINED NI 43-101 RESOURCE ESTIMATE*

Resources

Category

Cut-off Grade

(g/t gold)

Tonnes

(000’s)

Grade

(g/t gold)

Gold (oz)

(000’s)

Indicated

Inferred

1.0

1.0

27,901

55

1.50

1.40

1,349

2

Indicated

Inferred

0.5

0.5

70,301

247

1.03

0.80

2,322

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* Mineral Resources Statement, Snowden Mining Industry Consultants Inc.

* For additional information on the Mineral Resource Update, please refer to the Company’s NI 43-101

technical report Mineral Resources Update Borden Gold Project dated June 10, 2014, available on SEDAR at

www.SEDAR.com under the Company’s profile.

Page 13: Probe Mines Corporate Presentation March 2015

TSX.V: PRB

Black Creek Chromite Property

High-Grade Chromite deposit at surface

Strategically located between Cliffs Natural Resources' Black

Thor and Big Daddy deposits and is interpreted to represent

the southwest extension of the Black Thor horizon

Tamarack-McFauld’s Lake Property

Tamarack-McFauld’s was the site of a copper-rich

volcanogenic massive sulphide discovery in 2005 with strong

potential for additional VMS mineralization, Ni-Cu and

vanadium discoveries

Victory Property

In 2008, Probe identified a sulphide-mineralized ultramafic

horizon which has the potential to host Ni-Cu mineralization

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Tamarack-McFauld’s

Victory Black Creek

QUEBEC

ONTARIO

The new company will be focused on generating further

value for Probe shareholders by the same seasoned

and successful Board and Management team.

In order to realize value, the Company will focus on the

following key criteria:

Successful Team with a Proven Track Record

Safe Jurisdiction

Relevant Commodity

Good Infrastructure

Strong Community Relationships

Management team will be led by Chairman, Jamie

Sokalsky and CEO, David Palmer

Strong history in exploration, mining engineering &

capital markets

Extensive experience in North America

Corporate Structure: 30.3 million shares - Ownership: Management & Directors 5% & Goldcorp 17.3%

Cash position ~$19 million1; no debt + Property Assets

Probe Metals Inc. – Strategic Vision

(1) Including $4 million receivable related to the previous sale of a royalty on the Goldex mine

Page 14: Probe Mines Corporate Presentation March 2015

TSX.V: PRB

Phone: (416) 777-6703

Email: [email protected]

Website: www.probemines.com

Head Office

56 Temperance Street, Suite 1000 Toronto, Ontario M5H 3V5

Building Ontario’s Newest Gold District

Jamie Sokalsky Chairman David Palmer President & Chief Executive Officer Patrick Langlois Vice President, Corporate Development