Probe Resources Ltd.
TSX VENTURE : PBR

Probe Resources Ltd.

November 28, 2007 18:50 ET

Probe Announces Brokered Private Placement of Units, Appointment of Officers and Director, Operational Update and Grant of Stock Options

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 28, 2007) -

NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Probe Resources Ltd. ("Probe" or the "Company") (TSX VENTURE:PBR) announces that it has appointed Becher McMahon Capital Markets Inc. (the "Agent") as the sole agent to offer on a private placement basis, up to 2,666,667 units of the Company (a "Unit") at a price of $0.75 per Unit for gross proceeds of up to $2,000,000 (the "Offering"). Each Unit will consist of one common share and one half common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder thereof to purchase one common share of the Company (a "Common Share") at a price of $0.90 per Common Share for a period of 24 months following the closing of the Offering (the "Closing Date").

The net proceeds from the Offering will be used by the Company to finance exploration expenditures and for working capital and general corporate expenditures.

Probe has agreed to pay the Agent a fee of 8% of the gross proceeds from the Offering, payable in cash or Units at the option of the Agent. As additional compensation, the Agent will be issued compensation options entitling the Agent to subscribe for a period of 24 months following the Closing Date, for that number of Units, at a price of $0.75 per Unit, as is equal in number to 10% of the number of Units issued under the Offering. The Agent will also have the right of participation to act as agent for an amount of up to 30% of all future brokered financings along with the right to act as advisor to the Company for any of Probe's acquisition or divestiture mandates for a period of 12 months from the Closing Date.

The Offering and the Agent's fees payable thereunder are subject to regulatory approval.

Appointment of Officers and Director

The Company announces the following appointments to its management and Board of Directors:

- Bruce Ganer, a current Director, has been appointed as Vice-President, Exploration and Development and interim President.

- Morgan Tincher has been appointed Secretary and interim Chief Financial Officer.

- Desmond Balakrishnan has been appointed a Director.

Morgan Tincher brings with him 12 years of corporate development experience in the entertainment, technology and natural resources industries. Mr. Tincher has aided in the creation of several companies and is currently a director and an officer for two privately held junior energy companies.

Desmond Balakrishnan holds a law degree from the University of Alberta and is a partner with a national law firm in Canada. Mr. Balakrishnan brings with him approximately 10 years of securities and corporate law experience.

Operational Update

Further to the Company's news release dated November 2, 2007, the High Island Block 115 sidetrack 2 well has been connected and has been flowing to sales since November 26, 2007. Field operations will continue through this week to treat the facilities and production stream to optimize production rates. The Company will issue a further news release when such operations are complete.

Stock Options

The Company also announces that it has granted incentive stock options (the "Stock Options") to certain directors, officers and consultants of the Company to purchase up to 1,250,000 Common Shares pursuant to a shareholder approved stock option plan (the "Stock Option Plan"). The Stock Options are subject to certain vesting provisions and in particular, 600,000 Stock Options vest immediately and 650,000 Stock Options vest over a three-year period. Subject to the vesting provisions and the terms of the Stock Option Plan, the Stock Options are exercisable on or before November 22, 2012 at $0.60 per Common Share.

BY ORDER OF THE BOARD

Bruce Ganer, Director

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933 or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the United States Securities Act of 1933 and applicable state securities laws or an exemption from such registration is available.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Probe Resources Ltd.
    Bruce Ganer
    Director
    (604) 638-1255
    (604) 638-1265 (FAX)