Probe Gold Inc.

Probe Gold Inc. is a junior gold exploration company headquartered in Québec, Canada, operating primarily in Canada. The company's portfolio consists of 3 projects, comprising 1 development and 2 advanced exploration projects. Key assets include Novador. The business model centers on the acquisition, exploration, and development of mineral properties. A core operational characteristic is the control of strategic land packages within prolific mineral belts. The enterprise seeks to minimize exploration risk by diversifying its property portfolio, which includes considering acquisitions of both mineral property interests and corporations holding such interests to create shareholder value. As a development-stage entity, its profitability is dependent on successfully developing and commercially mining an economic deposit, which is subject to significant exploration and market risks. The company's approach involves a combination of 100%-owned interests and joint venture partnerships to advance its portfolio. Management regularly monitors economic conditions, such as inflation and trade policies, and incorporates these factors into short-term operational and long-term strategic decisions to mitigate financial burdens and control costs.

Strategic focus centers on advancing a large, consolidated property package toward a pre-feasibility study, supported by a significant infill drill program. Key initiatives include completing biological and physical environmental baseline studies and advancing permitting processes at both federal and provincial levels. The organization's growth strategy involves resource expansion and new discovery drilling targeting high-grade mineralization at satellite deposits. Management's approach includes ongoing consultations with First Nations and local stakeholders to secure social acceptability for development projects. While current programs are funded, the entity's capital strategy acknowledges that future activities may depend on securing additional financing through equity or debt when market conditions are favorable. The company also evaluates and considers acquisitions of properties and corporate entities that align with its objectives of creating additional shareholder value and diversifying its portfolio to minimize exploration risk.

Governance framework is overseen by the Chief Executive Officer and Chief Financial Officer, who are responsible for designing and evaluating disclosure controls and procedures and internal controls over financial reporting (ICFR). The entity follows the Integrated Framework published by the Committee of Sponsoring Organizations (COSO). As of year-end 2024, these controls were deemed effective, although management identified and is resolving a significant deficiency related to the accounting for a property acquisition stemming from limited internal resources. The board of directors, which appointed a new member in March 2024, reviews and approves the Management’s Discussion & Analysis. A director of the company controls a law firm that provides legal services to the organization, with transactions approved by the board in adherence to conflict of interest regulations. Executive leadership includes a designated "qualified person" as defined by NI 43-101, who approves all scientific and technical information disclosed in corporate documents.

The organization demonstrates a commitment to responsible development through its achievement of the UL 2723 ECOLOGO® Certification for Mineral Exploration Companies in 2023. This certification followed a rigorous process of developing and implementing internal policies and procedures, verified by an independent scientific testing and certification body. Environmental stewardship initiatives include the completion of the second year of a 3-year program to gather critical data on biophysical components through baseline studies, which supports the permitting process. Social responsibility is addressed through ongoing consultations with First Nations and local stakeholders to foster collaboration, ensure transparency, and secure social acceptability for development projects. The entity is actively advancing its permitting process, having submitted an Initial Project Description, a Detailed Project Description, and a Project Notice to federal and provincial authorities, and has received tailored impact study guidelines from both levels of government.

The corporate structure is actively managed through strategic acquisitions and joint ventures. In 2024, the company acquired a 100% interest in the McKenzie Break and Beaufor properties from Monarch Mining Corporation. The organization also entered into agreements to acquire the Stella Property from Leopard Lake Gold Corp. and the Bermont Claims from Gestion Jadmine Inc. in late 2024, with the transactions closing in early 2025. The entity participates in several joint ventures, including a partnership formed in 2021 on the Cadillac Break East property with O3 Mining Inc. and a long-standing joint venture formed in 2010 on the Dubuisson Property with Agnico-Eagle Mines Limited. More recently, in August 2024, a 50/50 joint venture was formed on the La Peltrie property with Midland Exploration Inc., with which it also holds a 50/50 joint venture on the Nantel-Fenelon property. Another 50/50 joint venture exists with Pan American Silver on the Meunier-144 property. These partnerships are a key component of the company's approach to property acquisition and development.