Probe Mines Limited

Probe Mines Limited

September 19, 2013 06:00 ET

Probe Mines Announces Annual and Special Shareholder Meeting; Nominates Basil Haymann to the Board of Directors; and Announces Proposed Shareholders' Rights Plan

TORONTO, ONTARIO--(Marketwired - Sept. 19, 2013) - Probe Mines Limited (TSX VENTURE:PRB) ("Probe" or the "Company") wishes to announce that the 2013 Annual and Special Shareholder Meeting will be held on Tuesday, October 29 at 2pm EST at the Toronto Board of Trade, located at 77 Adelaide Street West, Toronto, ON M5X 1C1 (the "Meeting"). The meeting is being called to elect directors and appoint auditors, as well as to consider certain special business including confirmation of a new shareholder rights plan adopted by the board of directors of Probe. A copy of the information circular for the annual and special meeting will be available on SEDAR at

The directors nominated for election by management are Patrick Reid (Chair), David Palmer (President & CEO), John Gammon, Gord McCreary, Dennis Peterson and Basil Haymann, a new nominee.

Mr. Haymann is an accomplished businessman and successful entrepreneur, with over 40 years of experience focused on identifying, developing and advancing a broad spectrum of business opportunities.

A native of South Africa who immigrated to the United States over thirty years ago, he developed a series of successful companies in in the diamond/fine jewelry sector in the first part of his career some of which were sold to a NASDAQ-listed public company. In 1991, Mr. Haymann expanded his business interests and became Chairman and CEO of Sun Ports International, Inc., a manufacturer of shade structures. Sun Ports merged with Shade Structures in 2000, a west coast producer of shade structures, and FabriTec Structures, producer of large waterproof fabric structures such as those used for stadiums or airports. In 2004, the company formed Vehicle Protection Structures for automobile dealerships and parking facilities, and Shade Concepts to produce structures for the wholesale market. In 2006, Mr. Haymann established USA SHADE & Fabric Structures, Inc., a holding company, for all of these businesses. He is currently Chairman of the Board.

Mr. Haymann founded D4D Technologies LLC in 2002, to develop 3-D laser technology for dentistry and served as Chairman and CEO. In 2006, he sold a significant interest in D4D Technologies to Fortune 500 companies, Henry Schein Dental, one of the largest global distributors of dental products, and 3M ESPE, a manufacturer and marketer of more than 2000 dental products and services. Upon D4D Technologies' product becoming commercialized, Mr. Haymann resigned in 2009, but remains a Board Member and retains his ownership position.

In 2009, he co-founded Guard-All Building Solutions Ltd., a business which manufactures and installs tension fabric buildings operating in the United States and Canada. Mr. Haymann is currently on the Board.

Patrick Reid, Chairman of Probe, states: "We are extremely pleased to nominate Basil to the Probe Board of Directors. His wealth of experience, entrepreneurial vision, outstanding business acumen and ability to take companies to the next step will provide a significant contribution to the Company as the Borden Gold Project continues its progress towards development."

Adoption of a Shareholder Rights Plan

The new shareholder rights plan (the "Rights Plan") has been adopted by the board of directors of Probe and is effective September 19, 2013. Probe intends to seek shareholder confirmation of the Rights Plan at the annual and special meeting of shareholders currently scheduled to be held on October 29, 2013. The Company's rights plan implemented with shareholder approval on August 16, 2010 will be allowed to expire at the meeting in accordance with its terms.

The objective of the Rights Plan is to ensure, to the extent possible, that all shareholders of the Company are treated equally and fairly in connection with any initiative to acquire control of the Company. The Rights Plan is not intended to and will not prevent a take-over of the Company. The purpose of the Rights Plan is to encourage a potential bidder to make a "Permitted Bid", having terms and conditions designed to meet the objectives of the Rights Plan, or to negotiate the terms of an offer with the board of directors of the Company. A Permitted Bid is a take-over bid that is made to all holders of voting shares of the Company for all of the voting shares held by them, by way of a take-over bid circular prepared in compliance with applicable securities laws, that remains open for acceptance by shareholders of the Company for 90 days (or such shorter period of time as may be approved by the board of directors of the Company from time to time), and that satisfies certain other conditions.

If the Rights Plan is confirmed at the meeting, the Rights Plan will continue in effect for a period of three years, unless earlier terminated in accordance with its terms. A complete copy of the Rights Plan is available upon request. Shareholders wishing to receive a copy of the Rights Plan should make their request by telephone at (416) 777-6703, by email at or by mail to Probe Mines Limited, 56 Temperance Street, Suite 1000, Toronto, Ontario M5H 3V5, Attention: Mr. Patrick Langlois. A copy of the Rights Plan is also available on SEDAR at All capitalized terms where used in this summary without definition have the meanings attributed to them in the Rights Plan.

About Probe Mines:

Probe Mines Limited is a Canadian precious metals exploration company whose key asset is the Borden Gold Zone in Ontario, Canada. As of April 30, 2013, the Company had approximately $28 million in treasury and a portfolio of highly prospective mineral properties. In May 2013, the Company closed a private placement of $15 million. As a result of the financing, Agnico Eagle Mines Limited now owns 9.9% of the Company on a non-diluted basis. The Company is actively exploring a significant new gold resource on its Borden Gold Zone near Chapleau, Ontario and has 100% interest in the Black Creek chromite deposit located in Northern Ontario. The Company's shares trade on the TSX Venture Exchange under the symbol PRB.

David Palmer, Ph.D., P.Geo., is the qualified person for all technical information in this release. To find out more about Probe Mines Limited, visit our website at

On behalf of Probe Mines Limited,

Dr. David Palmer, President & Chief Executive Officer

Forward-Looking Statements

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This News Release includes certain "forward-looking statements". These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

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