Published: September 12, 2025 |

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Torex Gold Resources and Prime Mining have entered into a definitive agreement where Torex will acquire all of the issued and outstanding common shares of Prime Mining.

The transaction will result in Torex owning a 100 percent interest in Prime Mining’s multi-million ounce Los Reyes gold-silver project. The Los Reyes Project is located in Mexico, a jurisdiction in which Torex has successfully worked since 2010 and built unrivalled local expertise in terms of operational excellence, project development, project permitting, community relations, and stakeholder engagement. The Los Reyes Project is a highly prospective, advanced exploration/development-stage asset hosting a combined underground and open-pit mineral resources.

“The Los Reyes Project represents a unique opportunity for the Torex team to develop a high-quality asset with the potential for a high margin, low capital, and long-life operation in a jurisdiction that we know very well. The acquisition of Prime Mining, and the previously announced all-cash acquisition of Reyna Silver, support our strategy to systematically build a diversified, Americas-focused precious metals producer with a portfolio of producing, development, and exploration stage assets,” said Jody Kuzenko, president and chief executive officer of Torex.

“Our extensive due diligence reinforced the scarcity of an asset of this quality, and we look forward to demonstrating the significant value we see in this exciting project. Los Reyes has multiple high-potential mineralized zones which remain open along strike and at depth, and we are confident that the project has strong untapped upside with numerous avenues for growth,” added Kuzenko.

“Over the last 15 years, the Torex team has demonstrated the technical and in-country expertise to successfully advance projects from exploration through to development and production in Mexico, delivering considerable value to our shareholders. We will leverage these competencies, along with our significant expected free cash flow from the now completed Media Luna Project, to unlock and maximize the value of Los Reyes through development and production. We look forward to building strong relationships with the local communities in Cosalá, and we will work with them to ensure that the project delivers meaningful and sustainable benefits, just as we have and continue to do at Morelos,” concluded Kuzenko.

“The addition of Prime Mining’s high-quality Los Reyes Project to the Torex pipeline as its next development asset presents both Prime Mining and Torex shareholders with substantial value enhancement through this share-based acquisition. Both companies are aligned in their community and employee-focused values, approach to environmental stewardship and commitment to ensuring that all stakeholders will benefit through this combination. Prime looks forward to working with Torex through the transitionary period,” said Scott Hicks, chief executive officer and director of Prime Mining.

“Our board, management, and key shareholders view this opportunity as a great way to de-risk and unlock the full exploration and project potential that we collectively see in Los Reyes through our meaningful pro-forma ownership in Torex. I would like to take this opportunity to thank the Prime Mining team, board of directors, and our other stakeholders for all their outstanding contributions in getting Prime Mining to this exciting stage,” added Hicks.

“I am truly excited to be a part of this business combination. Jody and her team are, like us, proven creators of shareholder value. The Morelos Complex is a world class asset that, combined with our high-grade Los Reyes gold-silver deposit, will deliver outsized shareholder returns. I would like to thank Scott, Murray, and the team at Prime Mining for advancing the high-grade, gold-silver system at Los Reyes,” said Pierre Lassonde.

The transaction is expected to close in H2 2025.

Torex Gold Resources is an intermediate gold producer based in Canada, engaged in the exploration, development, and operation of its 100 percent owned Morelos Property. The company’s principal asset is the Morelos Complex, which includes the producing Media Luna Underground, ELG Underground, and ELG Open Pit mines, the development stage EPO Underground Project, a processing plant, and related infrastructure.

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