Torex Gold Acquires Prime Mining Corp. in $449M Deal - Los Reyes Project Expansion Ahead

Torex Gold Resources Inc. [TXG-TSX, OTC-TORXF] has announced a definitive deal to acquire all the issued and outstanding shares of Prime Mining Corp. [PRYM-TSX, PRMNF-OTCQX, 04V3-Frankfurt], the owner of the Los Reyes project in Mexico.

Torex said the all-share transaction, which will result in Prime Mining shareholders receiving 0.060 of a Torex share for each Prime share, implies an equity value of $449 million. The exchange ratio represents a price of $2.57 per Prime Mining share (32.4% premium to the 30-day volume weighted average price and 18.5% to the last close). The transaction is expected to close in the second half of 2025.

In early trading Monday, Prime shares jumped 9.9% or 21.5 cents to $2.38. The shares previously traded in a 52-week range of $2.30 and $1.13. Torex eased 5.7% or $2.45 to $40.40. The shares trade a 52-week range of $49.25 and $19.01.

Upon completion of the transaction, Torex will issue approximately 10.5 million shares to Prime Mining shareholders. Existing Prime shareholders will own approximately 10.7% of Torex.

Torex is an intermediate gold producer, engaged in development and exploration at its 100%-owned Morelos Gold Property, which covers an area of 29,000 hectares in the Guerrero Gold Belt, about 180 kilometres southwest of Mexico City. The company has previously said it is on track to achieve annual payable production of 400,000 to 450,000 ounces of gold equivalent AuEQ this year. In the first quarter of 2025, the company reported AuEq production of 59,630 ounces.

Torex said the acquisition of Prime Mining diversifies its asset base by adding a high-quality advanced exploration stage exploration/development-stage asset in Mexico, a jurisdiction where Torex has successfully worked since 2010.

The Los Reyes project is a highly prospective, advanced exploration/development-stage asset hosting a combined underground and open-pit mineral resource of approximately 1.5 million ounces of and 54 million ounces of silver in the indicated category and 538,000 ounces gold and 21.6 million ounces of silver in the inferred category.

Since acquiring the project in 2019, Prime has spent more than $59 million on direct exploration activities and has completed over 210,000 metres of drilling. The company recently said drilling suggests that the three known main deposit areas at Los Reyes are larger than previously reported. Potential exists for new discoveries where mineralized trends have been identified outside the currently defined resource areas, the company said in a new technical report.

The company recently has said it plans to continue its success-base approach to drilling in 2025, with an initial program of 40,000 metres to further identify new prospects on the companys vast property. To identify, both extensions to known structures and further discovery areas, the company said it was planning to continue the successful geological mapping and geochemical sampling program.