Probe Gold Inc. — M&A Activity 2026

Jan 22, 2026

NOTICE OF CHANGE IN CORPORATE STRUCTURE

(Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations)

Item 1. Names of the Parties to the Transaction

Probe Gold Inc. (the “Company”)
Fresnillo Quebec Acquisition Inc. (the “Purchaser”)
Prestadora de Servicios Jarillas, S.A. de C.V. (“Purchaser Holdco”)
Fresnillo plc (the “Parent”)

Item 2. Description of the Transaction

On January 21, 2026, the Company and Fresnillo plc completed a court-approved plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the “Arrangement”), whereby the Purchaser, an indirect wholly-owned subsidiary of the Parent, acquired all of the issued and outstanding common shares of the Company (the “Shares”) for C$3.65 in cash per Share pursuant to the Arrangement.

Pursuant to the Arrangement, the Purchaser and the Company amalgamated and retained the name Probe Gold Inc. which, as a result of the amalgamation, became a reporting issuer in each of the provinces of Ontario, British Columbia, Alberta and Quebec. After giving effect to the Arrangement, the Company became a wholly-owned direct subsidiary of Purchaser Holdco, and an indirect wholly-owned subsidiary of the Parent.

The Arrangement was approved by the shareholders of the Company at a special meeting held on January 13, 2026. Final approval of the Arrangement was obtained from the Ontario Superior Court of Justice (Commercial List) on January 19, 2026.

The Shares, which trade on the Toronto Stock Exchange (the “TSX”) under the symbol “PRB”, are expected to be delisted from the TSX effective at the close of trading on January 22, 2026.

Further information regarding the Arrangement is provided in the management information circular of the Company dated December 10, 2025, mailed to the Company’s securityholders in connection with the Arrangement, a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Item 3. Effective Date of the Transaction

January 21, 2026

Item 4. Names of Each Party that Ceased to be a Reporting Issuer after the Transaction and of Each Continuing Entity

The Company intends to make an application to the Ontario Securities Commission, as principal regulator, for a decision under applicable Canadian

---

securities laws that the Company cease to be a reporting issuer in each of the provinces and territories in Canada in which it is a reporting issuer.

Item 5. The Date of the Reporting Issuer’s First Financial Year-End After the Transaction, if Paragraph (a) or (b)(ii) of Section 4.9 of National Instrument 51-102 (the “Instrument”) Applies
Not applicable.

Item 6. The Periods, Including the Comparative Periods, if any, of the First Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year After the Transaction, if Paragraph (a) or (b)(ii) of Section 4.9 of the Instrument Applies
Not applicable.

Item 7. Documents Filed under the Instrument that Describe the Transaction and Where those Documents can be Found in Electronic Format, if Paragraph (a) or (b)(ii) of Section 4.9 of the Instrument Applies
Not applicable.

Item 8. Date of Report
January 22, 2026