Prime Mining Securityholders Approve Transaction with Torex Gold

Executive Summary

• Prime Mining’s securityholders approved a plan of arrangement with Torex Gold Resources, enabling Torex to acquire all outstanding Prime shares.
• The approval was overwhelming, with 99.991% of votes cast in favor across all voting classes.
• Closing is expected in Q4 2025, subject to court, regulatory (TSX and Mexican antitrust) approvals and customary closing conditions.

Key Details

• Vote Results:
• 99.991 % of votes from Prime shareholders approved the arrangement.
• Same percentage approval when including holders of options, restricted share units, deferred share units, and warrants voting as a single class.

• 99.991 % approval after excluding votes attached to shares held by persons excluded under Multilateral Instrument 61‑101.

• Transaction Structure:

• Torex Gold Resources Inc. will acquire 100 % of Prime Mining’s issued and outstanding common shares (“Prime Shares”).

• The arrangement is a “plan of arrangement” requiring securityholder, court, and regulatory approvals.

• Closing Timeline & Conditions:

• Anticipated closing in Q4 2025.

• Subject to: (i) approval by the appropriate court; (ii) TSX listing authority consent; (iii) clearance under Mexican antitrust laws; and (iv) satisfaction of customary closing conditions.

• Regulatory Filings:

• Voting results will be posted on SEDAR+ (www.sedarplus.ca).

• Impact:

• The transaction will result in Prime Mining becoming a wholly‑owned subsidiary of Torex Gold Resources, consolidating the Los Reyes Project under Torex’s portfolio.

Notable Quotes

• “The overwhelming support from our shareholders reflects confidence in the strategic benefits this arrangement will bring to both companies and the Los Reyes Project,” – Scott Hicks, CEO & Director, Prime Mining Corp.