06:46 AM EDT, 07/28/2025 (MT Newswires) -- Torex Gold Resources ( TORXF ) agreed to buy Prime Mining ( PRMNF ) for $449 million.

Under the agreement, Prime shareholders will receive 0.06 of a common share of Torex for each Prime share held, a 32% premium to the 30-day volume-weighted average price.

The exchange ratio implies a price of $2.57 per Prime share based on the closing price of Torex shares on the TSX on July 25.

Torex will issue about 10.5 million shares to Prime shareholders who will own about 10.7% of Torex at the deal's completion.

The deal will result in Torex owning a 100% stake in Prime's Los Reyes gold-silver project in Mexico. The project hosts a combined underground and open-pit mineral resource of about 1.5 million ounces of gold and 54 million ounces of silver in the indicated category and 538,000 ounces of gold and 21.6 million ounces of silver in the inferred category.

"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," said Torex President and CEO Jody Kuzenko.

The deal is scheduled to close in the second half, subject to the satisfaction of customary closing conditions and clearance under Mexican antitrust laws.

Prime's shares are expected to be delisted from the TSX after deal closing.