Combination creates a leading diversified Americas-focused precious metals company

(All amounts expressed in Canadian dollars unless otherwise stated)

Toronto, Ontario--(Newsfile Corp. - July 28, 2025) - Torex Gold Resources Inc. ("Torex", the "Company") (TSX: TXG) (OTCQX: TORXF) and Prime Mining Corp. ("Prime Mining") (TSX: PRYM) (OTCQX: PRMNF) (Frankfurt: O4V3) are pleased to announce that they have entered into a definitive agreement (the "Arrangement Agreement") whereby Torex will acquire all of the issued and outstanding common shares of Prime Mining (the "Prime Mining Shares") pursuant to a plan of arrangement (the "Transaction").

The Transaction will result in Torex owning a 100% interest in Prime Mining's multi-million ounce Los Reyes gold-silver project ("Los Reyes" or the "Los Reyes Project"). The Los Reyes Project is located in Mexico, a jurisdiction in which Torex has successfully worked since 2010 and built unrivalled local expertise in terms of operational excellence, project development, project permitting, community relations, and stakeholder engagement. The Los Reyes Project is a highly prospective, advanced exploration/development-stage asset hosting a combined underground and open-pit mineral resource of approximately 1.5 million ounces ("Moz") gold and 54.0 Moz silver in the Indicated category and 538 thousand ounces ("koz") gold and 21.6 Moz silver in the Inferred category.(1)

Pursuant to the terms of the Arrangement Agreement, Prime Mining shareholders will receive 0.060 of a common share of Torex (each whole share, a "Torex Share") for each Prime Mining Share held (the "Exchange Ratio" or the "Consideration"), implying a 32.4% premium to the 30-day volume-weighted average price ("VWAP") of the Prime Mining Shares based on the 30-day VWAP of the Torex Shares for the period ended July 25, 2025 and an 18.5% premium to the closing price of the Prime Mining Shares on the Toronto Stock Exchange ("TSX") on July 25, 2025. The Exchange Ratio represents a price of $2.57 per Prime Mining Share based on the closing price of the Torex Shares on the TSX on July 25, 2025 and implies an equity value for Prime Mining of approximately $449 million (US$327 million).

Upon completion of the Transaction, Torex will issue approximately 10.5 million Torex Shares to Prime Mining shareholders and existing Prime Mining shareholders will own approximately 10.7% of Torex.

STRONG STRATEGIC RATIONALE AND BENEFITS FOR TOREX SHAREHOLDERS

Creates a high-quality diversified gold, silver, and copper producer

Diversifies Torex's asset base by adding a high-quality advanced exploration/development-stage asset in Mexico

Significantly enhances Torex's medium and long-term growth potential, particularly when considered alongside Torex's recently announced acquisition of Reyna Silver

Leverages Torex's existing Mexican expertise and project execution team to advance Los Reyes through development and production

Opportunity for value creation through continued exploration and development of Los Reyes

Los Reyes boasts a sizeable gold and silver mineral resource, materially increasing Torex's resource base

Increases Torex's Measured and Indicated Resources by 32% to 6.2 Moz of gold and Inferred Resources by 44% to 1.8 Moz of gold(1,2)

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