Prime Mining Announces Mailing and Filing of Meeting Materials for Special Meeting of Securityholders to Approve Proposed Plan of Arrangement with Torex Gold

Executive Summary

• Prime Mining Corp. filed its notice of meeting and management information circular for a special shareholders’ meeting to approve a statutory plan of arrangement with Tore Torex Gold Resources Inc., under which all outstanding Prime shares will be acquired in exchange for Torex shares at an exchange ratio of 0.060.
• The consideration represents a premium of approximately 32.4% to the 30‑day VWAP and 18.5% to the closing price of Prime’s TSX shares as of July 25 2025.
• The arrangement is expected to close in H2 2025, subject to customary regulatory approvals, and provides Prime securityholders with exposure to Torex’s gold‑copper portfolio, stronger balance sheet, and ongoing participation (≈10.7% equity) in the Los Reyes Project.

Key Details

• Meeting Information:
• Date & Time: September 29 2025, 2:00 p.m. Vancouver time
• Location: Suite 710 – 1030 West Georgia Street, Vancouver, BC

• Record Date for voting eligibility: August 14 2025

• Arrangement Structure:

• Prime shareholders receive 0.060 Torex common shares per Prime share held (subject to adjustment).
• All outstanding Prime options become vested and exercisable for adjusted Torex shares until the earlier of original expiry or 12 months post‑effective time.
• RSUs and DSUs are deemed immediately vested, settled in Prime shares, which are then transferred to Torex; the RSU/DSU awards are cancelled.

• Outstanding Prime warrants become exercisable for 0.060 of a Torex share per warrant (rounded down).

• Fractional Shares: No fractional Torex shares will be issued; any fractions are rounded down with no cash compensation.

• Premium & Valuation:

• 32.4% premium to the 30‑day VWAP (July 25 2025) and 18.5% premium to the closing price on that date.

• Strategic Rationale (Board Recommendation):

• Immediate, significant premium for shareholders.
• Continued participation in Los Reyes Project via a 10.7% equity stake in Torex.
• Access to Torex’s operating mines (El Limón Guajes, Media Luna) and development projects (EPO underground).
• De‑risking of Los Reyes development through Torex’s Mexican expertise and proven execution record.
• Enhanced financial strength and liquidity from Torex’s balance sheet and free cash flow.

• Improved market capitalization (~US$3.7 billion) and analyst coverage.

• Fairness Opinion: BMO Capital Markets issued a fairness opinion stating the consideration is financially fair to shareholders (excluding dissenting votes).

• Support Agreements: Directors, officers, and a major shareholder holding ~23% of Prime shares and ~26% of Prime securities have entered agreements to vote in favour of the arrangement.

• Closing Conditions & Timeline:

• Subject to regulatory approvals (stock exchange, court, Mexican antitrust, etc.).

• Expected closing: H2 2025.

• Voting Requirements for Effectiveness:

• ≥66% of votes cast by shareholders present or represented.
• ≥66% of votes cast by all securityholders as a single class.
• Simple majority of Prime shares held by voting shareholders (excluding dissenting parties).

Notable Quotes

• Scott Hicks, CEO & Director: “The Arrangement provides our securityholders with an immediate premium and the opportunity to remain invested in the high‑potential Los Reyes Project while leveraging Torex’s strong balance sheet and operational expertise.”

All forward‑looking statements are subject to risks and uncertainties detailed in the circular.