Torex Gold Resources to acquire Prime Mining
Torex Gold Resources has sealed a definitive agreement to acquire all issued and outstanding common shares of Prime Mining.
This transaction will grant Torex a 100% interest in the Los Reyes gold-silver project.
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The Los Reyes project in Mexico is an advanced exploration/development-stage asset. It contains a combined underground and open-pit mineral resource of around 1.5 million ounces (moz) of gold and 54moz of silver in the Indicated segment, as well as 538,000 ounces of gold and 21.6moz of silver in the Inferred segment.
Prime Mining shareholders are set to receive 0.060 of a Torex share for each share held. This exchange ratio implies a 32.4% premium to Prime Mining’s 30-day volume-weighted average price as of 25 July 2025.
Torex president and CEO Jody Kuzenko said: “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.”
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By GlobalDataThe transaction values Prime Mining at approximately $449m (C$617.37m), with Torex issuing around 10.5 million new shares. Post-transaction, Prime Mining shareholders will own roughly 10.7% of Torex.
Notably, the transaction does not require a vote from Torex shareholders. However, Prime Mining’s major stakeholders, including Pierre Lassonde and senior officers, have agreed to vote in favour of the transaction.
The deal is subject to customary closing conditions including court and regulatory approvals. A termination fee of $12.5m is stipulated if the transaction is not completed under certain conditions.
The arrangement will also see the settlement of Prime Mining’s restricted stock units (RSUs) and deferred share units (DSUs), with an adjustment of outstanding options and warrants to Torex’s terms.
Subject to regulatory approvals, the transaction is expected to close in the second half of 2025 (H2 2025), with the delisting of Prime Mining shares from the Toronto Stock Exchange to follow.
CIBC World Markets and Cassels Brock & Blackwell are advising Torex, while Trinity Advisors Corporation, BMO Nesbitt Burns, and Blake, Cassels & Graydon are advising Prime Mining.
Prime Mining director and CEO Scott Hicks said: “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.
“In addition to gaining exposure to Torex’s free-cash flowing Morelos Complex, Prime Mining shareholders can continue to realise significant value creation as Los Reyes is developed with the benefit of Torex’s operational and development experience in Mexico.”
Additionally, Torex has announced the planned acquisition of Reyna Silver for C$36m, further consolidating its position in the mining sector.
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