Prime Mining Receives Mexican Antitrust Approval Regarding Transaction with Torex Gold

Executive Summary

• Prime Mining Corp. received clearance from Mexico’s COFECE for its planned arrangement with Torex Gold Resources, enabling the proposed acquisition of all Prime shares by Torex.
• Shareholders will receive 0.060 Torex common share per Prime share; the transaction is expected to close during the week of October 20, 2025.
• Upon closing, Prime’s shares will be delisted from TSX, OTCQX and Frankfurt exchanges, and the company will apply to cease reporting under Canadian securities laws.

Key Details

• Regulatory Approval: COFECE issued a clearance decision supporting the arrangement between Prime Mining Corp. and Torex Gold Resources Inc.
• Share Exchange Ratio: Each Prime share will be converted into 0.060 common shares of Torex.
• Closing Timeline: Anticipated completion during the week of October 20, 2025, subject to satisfaction or waiver of all conditions precedent.
• Delisting Plan: Post‑closing, Prime’s securities will be removed from the Toronto Stock Exchange, OTCQX, and Frankfurt Stock Exchange.
• Reporting Status: After delisting, Prime will seek to cease being a reporting issuer under Canadian securities legislation.
• Reference Documents: Management Information Circular dated August 25, 2025 available on SEDAR+ and the company website.

Notable Quotes

“We are pleased to receive the clearance decision from COFECE in support of our transaction with Torex. A key regulatory approval, the decision represents an important step towards the successful completion of the Arrangement for Prime and Torex.” – Scott Hicks, CEO & Director, Prime Mining Corp.