Toronto-listed Torex Gold Resources will acquire fellow listed Prime Mining in an all-share transaction valued at about C$449-million, the companies announced Monday. The deal adds the Los Reyes gold/silver project in Mexico to Torex’s growing portfolio of Americas-focused assets.

Under the terms of the agreement, Prime Mining shareholders will receive 0.060 Torex shares for each Prime share held, representing an 18.5% premium to Prime’s last closing price and a 32.4% premium to its 30-day volume-weighted average price. Once complete, the deal will give Prime shareholders a 10.7% stake in the combined company.

The acquisition expands Torex’s resource base and adds a project it describes as “high-quality” and “high-margin", complementing its producing Morelos Complex in Guerrero, Mexico, which includes the El Limón Guajes and Media Luna mines.

“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.

Prime Mining’s Los Reyes project contains an estimated 1.5-million ounces of gold and 54-million ounces of silver in the indicated category, with further resources in inferred. Torex said the deal increases its measured and indicated gold resources by 32% and inferred resources by 44%.

“Over the last 15 years, the Torex team has demonstrated the technical and in-country expertise to successfully advance projects from exploration through to development and production in Mexico,” Kuzenko said. “We will leverage these competencies, along with our significant expected free cash flow from the now completed Media Luna project, to unlock and maximise the value of Los Reyes through development and production.”

Prime CEO Scott Hicks described the agreement as a strategic fit and a value-creating outcome for shareholders. “The addition of Prime Mining’s high-quality Los Reyes project to the Torex pipeline . . . presents both Prime Mining and Torex shareholders with substantial value enhancement through this share-based acquisition,” Hicks said.

The transaction follows Torex’s recently announced plan to acquire Reyna Silver in an all-cash deal, further consolidating its development pipeline in Mexico. Kuzenko said both deals support Torex’s strategy to build a “diversified, Americas-focused precious metals producer".

Los Reyes, located in Sinaloa, has a long mining history dating back to the 1700s and is viewed as a high-grade system with multiple open mineralized zones. Torex sees significant exploration potential across the 6 300-ha property.

Mining investor Pierre Lassonde, a major Prime shareholder, endorsed the deal, calling it a “world-class” combination. “The Morelos Complex is a world class asset that, combined with our high-grade Los Reyes gold/silver deposit, will deliver outsized shareholder returns,” Lassonde said.

The transaction is expected to close in the second half of 2025, subject to shareholder, court, and regulatory approvals, including Mexican antitrust clearance. Directors and senior officers of Prime, including Lassonde, holding a combined 23% of Prime shares, have agreed to support the deal.

Prime Mining shares are expected to be delisted from the TSX following completion.