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Press release from Marketwire

Probe Mines Announces Closing of $15.0 Million Bought Deal Brokered Private Placement and Strategic Investment by Agnico Eagle Mines Limited

Tuesday, May 28, 2013

Probe Mines Announces Closing of $15.0 Million Bought Deal Brokered Private Placement and Strategic Investment by Agnico Eagle Mines Limited

10:21 EDT Tuesday, May 28, 2013

TORONTO, ONTARIO--(Marketwired - May 28, 2013) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Probe Mines Limited (TSX VENTURE:PRB) ("Probe" or the "Company") is pleased to announce, further to its press releases dated May 10, 2013 and May 23, 2013, that it has completed its previously announced bought deal private placement consisting of the sale and issue of 7,500,000 units of the Company ("FT Units") at a price of $2.00 per FT Unit for aggregate gross proceeds of $15,000,000 (the "Offering"). Each FT Unit consisted of one common share, issued on a flow-through basis, and three-quarters of one common share purchase warrant (each whole such warrant, a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $2.10 until May 28, 2015.

The Offering was completed by a syndicate of underwriters (the "Underwriters") co-led by Cormark Securities Inc. ("Cormark") and BMO Nesbitt Burns Inc., who also acted as joint bookrunners. A cash commission of $600,000 was paid to the Underwriters in connection with the Offering.

In the event that all Warrants are exercised, the Company will raise an additional $11,812,500. All securities issued pursuant to the Offering are subject to a hold period ending on September 29, 2013.

The gross proceeds from the sale of the FT Units will be used for "Canadian exploration expenses" (within the meaning of the Income Tax Act (Canada)) ("CEE") on the Company's exploration properties, and the Company will ensure that such CEE qualifies as "flow-through mining expenditures", for purposes of the Income Tax Act (Canada). The Company will renounce such CEE with an effective date of no later than December 31, 2013.

The Company is also pleased to announce that following completion of the Offering, Agnico Eagle Mines Limited ("Agnico Eagle") purchased from Cormark 7,500,000 units of the Company (the "Units") at a price of $1.50 per Unit, each such Unit consisting of one common share and three-quarters of one Warrant. Agnico Eagle now owns approximately 9.94% of Probe's issued and outstanding common shares on a non-diluted basis. The common shares and Warrants purchased by Agnico Eagle are subject to a hold period ending on September 29, 2013. Agnico Eagle has the right to participate in any future equity offerings by Probe in order to maintain its pro rata investment in the Company.

This press 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, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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 January 31, 2013, the Company had approximately $32 million in treasury and a portfolio of highly prospective mineral properties. The Company is actively exploring a significant new gold resource on its Borden Gold Zone near Chapleau, Ontario and has a 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 www.probemines.com.

On behalf of Probe Mines Limited,

Dr. David Palmer, President & Chief Executive Officer

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.

Shares Issued: 75,433,127

FOR FURTHER INFORMATION PLEASE CONTACT:

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".

Contact Information:
Probe Mines Limited
Karen Willoughby
Director of Corporate Communications
(866) 936-6766
info@probemines.com


Probe Mines Limited
Patrick Langlois
Vice President, Corporate Development
(416) 777-6703
patrick@probemines.com
www.probemines.com

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