11:59 AM EDT, 07/28/2025 (MT Newswires) -- (Updates shares.)

Torex Gold Resources ( TORXF ) on Monday said it agreed to acquire Prime Mining ( PRMNF ) for $449 million to gain control of the Los Reyes gold-silver project in Mexico.

Under the agreement, Prime shareholders will receive 0.06 of a share of Torex for each Prime share held, a 32% premium to Prime's 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 Toronto Stock Exchange 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 chief executive Jody Kuzenko.

The deal is scheduled to close by year end, 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.

Torex's shares were last seen down $2.11 to $40.74 while Prime's share rose $0.23, or 11%, to $2.40 on the Toronto Stock Exchange.

Price: 40.74, Change: -2.11, Percent Change: -4.92