Fresnillo (FRES) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition provides strategic entry into Canada, a tier-one mining jurisdiction with established infrastructure and skilled workforce, expanding geographic footprint beyond Mexico.

• Adds a large, high-quality gold development project and a substantial exploration land package in Quebec and Ontario, including the advanced Novador project with over 8 million ounces of gold.

• Strategic entry into the prolific Val-d'Or Mining Camp, known for its rich gold mining history and infrastructure.

• Complements existing operations and supports long-term positioning as a leading precious metals company.

• Aligns with a disciplined, value-driven M&A strategy focused on early-stage precious metals projects.

Financial terms and conditions

• All-cash acquisition of all outstanding shares for CAD 780 million (approx. US$560 million) at CAD 3.65 per share, representing a 24% premium to the 30-day VWAP.

• Funded entirely with cash on hand; no change to dividend policy and a healthy post-transaction cash balance.

• C$31 million termination fee payable by Probe under certain circumstances.

• Transaction subject to Probe shareholder (66⅔% approval), court, and customary closing conditions, with completion targeted for Q1 2026.

• Voting support agreements secured from holders of 12% of Probe shares, including Eldorado Gold and Probe's directors and officers.

Synergies and expected cost savings

• Significant exploration upside from 1,800 sq km of largely unexplored land adjacent to major gold operations.

• Opportunity to leverage technical and exploration capabilities to optimize and de-risk the Novador Gold Project, targeting over 200,000 ounces of annual gold production for 10+ years.

• Potential to extend mineralization and add open-pit resources at higher gold prices.