From the latest MD&A (Dec 11 2009):

Please note (see final sentence), that the drill results from WTM/LSG are still pending (since Sep 15 2009 !!!)

PROBE MINES LIMITED

(A Development Stage Company)

Management’s Discussion & Analysis

Three and Six Months Ended October 31, 2009

(e) The Bristol Township Project

The Bristol Township project is located in the prolific gold-producing Timmins mining camp of Northern

Ontario, approximately 15 kilometres southwest of the town of Timmins. It comprises 52 claim units

(approximately 832 hectares) in two claim blocks, which are situated immediately adjacent to the

Lakeshore Gold Corp. property, which hosts the Timmins (West) Mine (1.2M ozs. Au) and the Lakeshore-

West Timmins Mining joint venture ground from which an 83.4 metre intersection grading 12.75g/t Au was

announced on June 24, 2009. Reinterpretation of historical work suggests that the property has the

potential to host gold mineralization. The properties contain a significant strike length of the gold-bearing

structure that hosts the known mineralization to the west and east, and geophysical surveys confirmed

the presence of numerous anomalies similar to those associated with gold-bearing sulphide

mineralization.

The Bristol Township properties were acquired through two separate agreements. The first 27 claim units

were purchased in return for 100,000 shares of the Company, a cash payment of $5,000, making a

$100,000 cash payment (unpaid) following completion of a positive feasibility study and a grant to the

vendors of a 3% net smelter royalty (NSR), 2% of which can be bought by the Company for a payment of

$1,500,000. During the fourth quarter of 2004, the remaining 25 claim units were optioned from another

vendor in return for 100,000 shares of the Company, a $6,000 cash payment, a grant to the vendor of a

3% net smelter royalty (NSR), 2% of which can be bought by the Company for a payment of $1,500,000,

and a $100,000 cash payment if a positive feasibility study is produced for the property.

On November 8, 2005, the Company announced that it entered into an option and joint-venture

agreement with Sydney Resource Corp. (“Sydney”). Under the terms of the Sydney agreement, Sydney

may earn an initial 55% interest in Probe’s right to the Bristol property by making cash payments totaling

$55,000, issuing 400,000 common shares over three years and completing $2,000,000 in exploration

expenditures on the Bristol property over a four-year period. On September 14, 2006, Sydney merged

with Band-Ore Resources Ltd. to form WTM, a TSX-listed company. Accordingly, all agreements are now

with WTM.

On March 21, 2007, it was mutually agreed upon to amend the option agreement to include

the following terms: WTM may earn an initial 55% interest in Probe’s right to the Bristol property by

making cash payments totaling $25,000; issuing 325,000 common shares over three years; and

completing $1,000,000 in exploration expenditures on the Bristol property over a four-year period. WTM

has committed to fund a minimum of $125,000 in exploration during the first 12 months of the agreement.

Share payments of 75,000 shares at the first and second anniversary dates are limited in value to

$150,000 based on the 10 day trading average of Sydney common shares preceding the date of issue.

Having vested at a 55% interest in Probe’s right to the Bristol property, Sydney may increase its interest

to 70% by making an additional cash payment of $50,000 and issuing an additional 50,000 common

shares within 60 days of vesting and delivering a 43-101 report on a resource developed within the

bounds of the properties within two years of having vested.

Anniversary dates for the agreement were June 30, 2007, June 30, 2008 and June 30, 2009.

On August 20, 2008, in accordance with the amended option agreement, Probe received 75,000 WTM

common shares. The 75,000 WTM common shares were valued at $36,000. On July 5, 2009, in

accordance with the amended option agreement, Probe received 75,000 WTM common shares. The

75,000 WTM shares were valued at 129,000.

All payments and expenditures have been made up to and including the third anniversary.

P a g e | 11

Exploration Programs and Results

Work on the Bristol Township project commenced with a ground geophysical program covering seven

grids contracted to Exsics Geophysics of Timmins, Ontario, which was completed in July 2004. The

program consisted of Induced Polarization (IP) and magnetic surveys to test for potential gold-bearing

sulphide mineralization. Final results of the survey, interpreted by Exsics, identified numerous

prospective IP anomalies on all grids surveyed and, based on these results, numerous conductors of high

priority were selected for further evaluation.

A Mobile Metal Ion (MMI) geochemical sampling program was completed over selected grid lines

containing geophysical anomalies, and was intended to independently evaluate the conductors for their

gold potential. The MMI program was successful in delineating numerous gold anomalies in

unconsolidated surficial material that indicates potential bedrock sources. Between October and

November 2004 a drilling program comprising 10 drill holes totaling approximately 1,100 metres tested 10

IP anomalies throughout the seven grids. Geochemical results for diamond drill core analyses were very

encouraging with four of the 10 holes containing highly anomalous gold intersections, and two of these

containing intervals of potential economic significance.

A second-phase drill program, comprising six holes and totaling 770 metres of drilling, was carried out in

January 2005 and was designed to define the two new gold zones discovered in previous drilling in late

2004.

WTM is now conducting exploration on the property. On September 15, 2009, the Company was notified

by WTM that a drill program had commenced on the property. Results are still pending.