Announcement • Oct 24
Prime Mining Corp to Delist Common Shares from Toronto Stock Exchange, OTCQX, and Frankfurt Stock Exchange Prime Mining Corp. (TSX: PRYM) has announced the completion of the previously announced plan of arrangement involving the Company and Torex Gold Resources Inc., pursuant to which Torex acquired all of the issued and outstanding shares of the Company. Pursuant to the Arrangement, shareholders of Prime were entitled to receive 0.060 of a common share of Torex for each Prime Share held. The Prime Shares are expected to be delisted from the Toronto Stock Exchange, the OTCQX and the Frankfurt Stock Exchange. Prime will also apply to cease to be a reporting issuer in the applicable jurisdictions in which it is currently a reporting issuer. Announcement • Oct 22
Torex Gold Resources Inc. (TSX:TXG) completed the acquisition of Prime Mining Corp. (TSX:PRYM). Torex Gold Resources Inc. (TSX:TXG) agreed to acquire Prime Mining Corp. (TSX:PRYM) for approximately $319 million on July 27, 2025.
The Transaction will be completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Transaction will require approval of at least: (i) 662/3% of the votes cast by the shareholders of Prime Mining; (ii) 662/3% of the votes cast by the shareholders of Prime Mining and the holders of options (“Options”), restricted share units (“RSUs”), deferred share units (“DSUs”), and warrants (“Warrants”), voting together as a single class; and (iii) a simple majority of the votes cast by the shareholders of Prime Mining, excluding those votes attached to Prime Mining Shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), at a special meeting of Prime Mining securityholders expected to be held in September 2025. The Transaction does not require a vote of Torex shareholders. Transaction is subject to applicable regulatory approvals (including approvals of the TSX and clearance under Mexican antitrust laws) and the satisfaction of certain other closing conditions customary for a transaction of this nature. The Arrangement Agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals and is also subject to the timing of clearance under Mexican antitrust laws. The Arrangement Agreement has been unanimously approved by the Board of Directors of Torex and is expected to close in H2 2025.
A termination fee payable in an amount of US$12.5 million is payable to Torex by Prime Mining in certain circumstances if the Transaction is not completed. The Board of Directors of Prime Mining appointed a special committee of independent directors (the “Special Committee”) to, among other things, consider and make a recommendation to the Prime Mining Board with respect to the Transaction.
The Board of Directors of Prime Mining (the “Prime Mining Board”) appointed a special committee of independent directors (the “Special Committee”) to, among other things, consider and make a recommendation to the Prime Mining Board with respect to the Transaction. After consultation with its financial and legal advisors, and on the unanimous recommendation of the Special Committee, the Prime Mining Board unanimously determined that the Transaction is in the best interests of Prime Mining and approved the Arrangement Agreement. Accordingly, the Prime Mining Board and the Special Committee recommend that Prime Mining securityholders vote in favor of the Transaction. On August 22, 2025, the TSX conditionally approved the Arrangement agreement. As of September 29, 2025, Prime Mining Securityholders Approve Transaction. As of October 3, 2025, Supreme Court of British Columbia has granted the final order in connection with the Company's plan of arrangement (the "Arrangement") with Torex Gold Resources Inc. Subject to obtaining all required approvals and the satisfaction or waiver of all required conditions, including clearance under Mexican antitrust laws, the Arrangement is expected to close in Q4 2025. Following the closing of the Arrangement, Prime Shares are expected to be delisted from the Toronto Stock Exchange, the OTCQX and the Frankfurt Stock Exchange. As of October 14, 2025, the transaction received antitrust approval from the Comisión Federal de Competencia Económica. The transaction remains subject to the satisfaction or waiver of all conditions precedent and is anticipated to be completed during the week of October 20th.
BMO Nesbitt Burns Inc. served as fairness opinion provider, Trinity Advisors Corporation is acting as financial advisor and Bob Wooder and Michelle Noorani of Blake, Cassels & Graydon LLP is acting as legal advisor to Prime Mining. CIBC World Markets Inc. is acting as financial advisor and provided fairness opinion and Jay Goldman and Lindsay Clements of Cassels Brock & Blackwell LLP is acting as legal advisor to Torex. Blake, Cassels & Graydon LLP acted as a legal advisor and Odyssey Trust Company aced as a transfer agent to Prime Mining. Computershare Investor Services Inc. acted as Depositary Bank to Torex Gold Resources Inc.
Torex Gold Resources Inc. (TSX:TXG) completed the acquisition of Prime Mining Corp. (TSX:PRYM) on October 22, 2025. The Prime Shares are expected to be delisted from the Toronto Stock Exchange, the OTCQX and the Frankfurt Stock Exchange. Prime will also apply to cease to be a reporting issuer in the applicable jurisdictions in which it is currently a reporting issuer. Recent Insider Transactions Derivative • Oct 16
Technical Advisor & Director exercised options to buy CA$306k worth of stock. On the 14th of October, Kerry Sparkes exercised options to buy 75k shares at a strike price of around CA$1.97, costing a total of CA$148k. This transaction amounted to 7.5% of their direct individual holding at the time of the trade. Since March 2025, Kerry's direct individual holding has increased from 500.00k shares to 1.08m. Company insiders have collectively bought CA$6.0m more than they sold, via options and on-market transactions, in the last 12 months. 
