Torex Gold completes acquisition of Prime Mining

Executive Summary

• Torex Gold Resources Inc. has completed its previously announced plan of arrangement to acquire all issued and outstanding common shares of Prime Mining Corp.
• The acquisition adds the advanced-stage Los Reyes development project in Sinaloa, Mexico, to Torex’s portfolio, complementing recent acquisitions including Reyna Silver.
• Former Prime Mining shareholders receive 0.06 Torex common shares for each Prime Mining share, resulting in them owning approximately 10.6% of Torex on a non-diluted basis.

Key Details

• Transaction Structure: Plan of arrangement to acquire 100% of Prime Mining Corp.
• Consideration: 0.06 Torex common shares for each Prime Mining common share exchanged.
• Aggregate Shares Issued: Approximately 10.2 million Torex shares.
• Post-Transaction Ownership: Former Prime Mining shareholders own approximately 10.6% of Torex’s issued and outstanding shares (non-diluted basis).
• Asset Acquired: Los Reyes development project in Sinaloa, Mexico (high-grade gold and silver deposit).
• Mineral Resources (Los Reyes):
  • Indicated: 49.0 million tonnes containing 1,491,000 oz Au (0.95 g/t) and 54.00 million oz Ag (34.2 g/t).
  • Inferred: 17.2 million tonnes containing 538,000 oz Au (0.97 g/t) and 21.56 million oz Ag (39.0 g/t).
  • Effective Date: October 15, 2024.
• Strategic Context: Los Reyes complements Torex’s existing assets in Nevada (Gryphon, Medicine Springs) and Chihuahua (Batopilas, Guigui, Reyna Silver), supporting the goal of becoming a diversified, Americas-focused precious metals producer.
• Future Plans: Team focused on smooth transition and delivering a preliminary economic assessment (PEA) on Los Reyes by mid-2026.
• Delisting: Prime Mining shares expected to delist from TSX, OTCQX, and Frankfurt Stock Exchange within 2-3 business days.
• Advisers:
  • Torex: CIBC World Markets Inc. (Financial Adviser), Cassels Brock & Blackwell LLP (Legal Adviser).
  • Prime Mining: Trinity Advisors Corp. (Financial Adviser), BMO Nesbitt Burns Inc. (Fairness Opinion), Blake, Cassels & Graydon LLP (Legal Adviser).
• Shareholder Process: Online/brokerage accounts update automatically within two weeks; registered shareholders with physical certificates or DRS advice must return letter of transmittal to Computershare Investor Services Inc.

Notable Quotes

• Jody Kuzenko, President and CEO of Torex: "We have now concluded our acquisition of Prime Mining, which adds the advanced stage Los Reyes development project in Sinaloa, Mexico, to our portfolio of assets -- a highly prospective, high-grade gold and silver deposit."
• Jody Kuzenko: "Since announcing the transaction, our team has been focused on ensuring a smooth transition in order to leverage the excellent work completed by the Prime Mining team and set the foundation for delivering a preliminary economic assessment on Los Reyes by mid-2026."
• Jody Kuzenko: "Los Reyes complements the suite of assets in Nevada, USA, and Chihuahua, Mexico, that were added to our portfolio earlier this year through the acquisition of Reyna Silver. Together, these acquisitions support our goal of becoming a diversified, Americas-focused, precious metals producer..."