Small Company Offering and Sale of Securities Without Registration (d)

Share Name	Share Symbol	Market	Type
Probe Gold Inc (QB)	USOTC:PROBF	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.01	-0.86%	1.15	1.14	1.25	1.19	1.15	1.18	34,882	21:00:10

x NoneEntity Type

0001640741

x Corporation

o Limited Partnership

o Limited Liability Company

o General Partnership

o Business Trust

o Other

Name of Issuer

Probe Metals Inc.

Jurisdiction of Incorporation/OrganizationONTARIO, CANADA

Year of Incorporation/Organization
	x	Over Five Years Ago
	o	Within Last Five Years (Specify Year)
	o	Yet to Be Formed

2. Principal Place of Business and Contact Information
Name of Issuer
Probe Metals Inc.

Street Address 1		Street Address 2
56 TEMPERANCE STREET		SUITE 1000

City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer
TORONTO	ONTARIO, CANADA	M5H 3V5	416-777-6703

3. Related Persons

Last Name	First Name	Middle Name
Palmer	David

Street Address 1	Street Address 2
56 Temperance Street	Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 3V5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Gagnon	Marco

Street Address 1	Street Address 2
56 Temperance Street	Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 3V5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Dessureault	Yves

Street Address 1	Street Address 2
56 Temperance Street	Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 3V5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Langlois	Patrick

Street Address 1	Street Address 2
56 Temperance Street	Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 3V5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Marrelli	Carmelo

Street Address 1	Street Address 2
56 Temperance Street	Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 3V5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Sokalsky	Jamie

Street Address 1	Street Address 2
56 Temperance Street	Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 3V5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
McCreary	Gordon

Street Address 1	Street Address 2
56 Temperance Street	Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 3V5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Haymann	Basil

Street Address 1	Street Address 2
56 Temperance Street	Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 3V5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Peterson	Dennis

Street Address 1	Street Address 2
56 Temperance Street	Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 3V5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Horvat	Jamie

Street Address 1	Street Address 2
56 Temperance Street	Suite 1000

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 3V5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	o	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		o	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		o	Other Health Care		o	Other Technology
	o	Pooled Investment Fund					Travel
	o	Other Banking & Financial Services	o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	x	Other
				o	Residential
				o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	o	Oil & Gas
	o	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
x	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	Over $100,000,000
o	Decline to Disclose	o	Decline to Disclose
o	Not Applicable	o	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505
o	Rule 504 (b)(1)(i)	x	Rule 506(b)
o	Rule 504 (b)(1)(ii)	o	Rule 506(c)
o	Rule 504 (b)(1)(iii)	o	Securities Act Section 4(a)(5)
		o	Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2020-12-02

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

o	Pooled Investment Fund Interests	x	Equity
o	Tenant-in-Common Securities	o	Debt
o	Mineral Property Securities	x	Option, Warrant or Other Right to Acquire Another Security
x	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	x	Other (describe)
			Each Unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable for one additional common share at an exercise price of CDN $2.10 per common share for a period of 24 months.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	o	Yes	x	No

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$ 0 USD

12. Sales Compensation

Recipient			Recipient CRD Number	o	None

(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None

Street Address 1			Street Address 2

City	State/Province/Country	ZIP/Postal Code

State(s) of Solicitation	o	All States

13. Offering and Sales Amounts

Total Offering Amount	$ 2655791 USD	o Indefinite
Total Amount Sold	$ 1113345 USD
Total Remaining to be Sold	$ 1542446 USD	o Indefinite

Clarification of Response (if Necessary)

The additional $1,542,446 may be received upon the exercise of share purchase warrants sold inside or outside the U.S. U.S. dollar amounts are based on the Bank of Canada average daily rate of exchange reported on 12/2/20 which was US $1.00 = CDN $1.2934.

14. Investors

o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	1

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$ 0 USD	o	Estimate
Finders' Fees	$ 0 USD	o	Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$ 0 USD