Torex Gold Resources (TXG) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition creates a leading diversified Americas-focused precious metals producer with significant gold, silver, and copper exposure, enhancing medium- and long-term growth potential.

• Adds the advanced-stage Los Reyes gold-silver project in Mexico, materially increasing the resource base by 32% in Measured and Indicated gold and 44% in Inferred gold, with significant silver upside.

• Leverages proven technical capabilities, in-country expertise, and a strong financial position to advance exploration and development.

• Provides Prime Mining shareholders with exposure to a larger, diversified portfolio and commodity mix, including copper, and de-risks Los Reyes development.

• Strengthens growth pipeline and capital markets profile, broadening the shareholder base and supporting long-term value creation.

Financial terms and conditions

• All-share transaction with an implied equity value of C$449 million (US$327 million) for Prime Mining, with an exchange ratio of 0.060 Torex shares per Prime Mining share.

• The offer represents a 32.4% premium to 30-day VWAP and 18.5% premium to the closing price on July 25, 2025.

• Pro-forma ownership: Torex shareholders 89.3%, Prime Mining shareholders 10.7%.

• $12.5 million (US$12.5 million) termination fee and expense reimbursement payable by Prime Mining under certain circumstances.

• Torex to issue approximately 10.5 million shares; Prime Mining shares to be delisted from TSX after closing.

Synergies and expected cost savings

• Leverages Torex’s technical, permitting, and operational expertise in Mexico for efficient project development.

• Torex’s strong balance sheet and free cash flow expected to fund Los Reyes through to production while remaining cash flow positive, reducing financing and dilution risks.

• Enhanced exploration pipeline and operational diversification through combined assets.