InterRent REIT agrees to offer from executive chair Mike McGahan
Under the agreement, CLV Group and GIC will pay InterRent unitholders $13.55 per unit in cash. The transaction is valued at a total of about $4 billion including the assumption of net debt.
InterRent units were up $1.80 at $13.64 in trading on the Toronto Stock Exchange on Tuesday.
In addition to his role at InterRent, which owns residential properties in B.C., Ontario and Quebec, McGahan is the chief executive and controlling shareholder of CLV Group.
The deal requires approval of a two-thirds majority vote by unitholders as well as a majority vote by unitholders, excluding CLV Group, its affiliates and any other unitholders required to be excluded.
It also requires court and regulatory approvals, consents and approvals from Canada Mortgage and Housing Corp. and certain existing lenders and the satisfaction of other customary closing conditions.
This report by The Canadian Press was first published May 27, 2025.
Companies in this story: (TSX:IIP.UN)
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Hamilton Spectator
an hour ago
- Hamilton Spectator
McEwen Inc. and Canadian Gold Corp. Announce Letter of Intent
TORONTO and FLIN FLON, Manitoba, July 28, 2025 (GLOBE NEWSWIRE) — McEwen Inc. ('McEwen') (NYSE: MUX) (TSX:MUX) and Canadian Gold Corp. ('Canadian Gold') (TSX-V:CGC) are pleased to announce that they have entered into a binding letter of intent (the 'LOI') on July 27, 2025 in respect of a proposed transaction (the 'Proposed Transaction'), whereby McEwen would acquire all of the issued and outstanding securities of Canadian Gold by way of plan of arrangement. If the Proposed Transaction is completed, Canadian Gold would become a wholly-owned subsidiary of McEwen. Canadian Gold's principal asset is its 100% interest in the Tartan Mine, which is located in Manitoba, Canada (the 'Tartan Mine'). The Tartan Mine is a high-grade former producing mine with existing infrastructure and high exploration potential. Canadian Gold also holds a 100% interest in greenfield exploration properties in the Hammond Reef and Malartic South projects, which are adjacent to some of Canada's largest gold mines and development projects in Ontario and Quebec. The Proposed Transaction Pursuant to the terms of the Proposed Transaction, each Canadian Gold common share (a 'Canadian Gold Share') would entitle its holder to receive 0.0225 of a McEwen common share (a 'McEwen Share') (the 'Exchange Ratio'). The Exchange Ratio represents an offer price of CDN $0.35 per Canadian Gold Share, being a premium of 26% to the 30-day volume weighted average price ('VWAP') of the Canadian Gold Shares as at market close on July 25, 2025. Following completion of the transaction, existing Canadian Gold shareholders will own approximately 8.2% of the combined company resulting from the Proposed Transaction. The LOI provides for the parties to enter into a definitive arrangement agreement (the 'Arrangement Agreement') setting out the final terms and conditions of the Proposed Transaction. Upon the execution of the Arrangement Agreement, McEwen and Canadian Gold will issue a subsequent news release containing any additional terms of the Proposed Transaction. Benefits of the Transaction for Canadian Gold Shareholders: Benefits of the Transaction for McEwen Shareholders: 'I am enthusiastic about the Tartan Mine for several reasons. First, it is a high-grade gold deposit with strong exploration potential in Canada. Second, the existing infrastructure, including the mine ramp, roads, and power, provides an opportunity to restart operations within a relatively short timeframe. Third, Manitoba stands out as one of the world's premier mining jurisdictions, offering a skilled workforce, low-cost renewable energy, and attractive mining tax credits. Additionally, the Tartan Mine shares many similarities with our Fox Complex, enabling us to leverage our internal expertise and resources to maximize its potential,' said Rob McEwen, Chairman and Chief Owner of McEwen Inc. 'I'd like to thank Mr. McEwen, McEwen Inc. and all our shareholders for the support of Canadian Gold Corp. over the past several years. We believe that this acquisition by McEwen is a fantastic result for our shareholders as we will benefit from a broader portfolio of high-quality assets,' said Peter Shippen, Chairman of Canadian Gold Corp. Details of the Proposed Transaction A copy of the LOI will be filed on McEwen's and Canadian Gold's SEDAR+ profiles at . The Proposed Transaction was approved by the Board of Directors of both McEwen and Canadian Gold, based on the recommendation of their respective special committees comprised of independent and disinterested directors. These special committees reached their decisions after consulting with their independent legal and financial advisors. Messrs. Rob McEwen and Ian Ball, recognizing their respective conflicts of interest as directors of McEwen and as shareholders/interested parties in Canadian Gold, abstained from voting on the approval of the Proposed Transaction by McEwen's Board of Directors. Similarly, Messrs. Alexander McEwen and Jim Downey acknowledged their conflicts of interest, as they were appointed to the Canadian Gold Board of Directors by Rob McEwen. To ensure a thorough and impartial review of the Proposed Transaction, the special committees of both companies have engaged independent financial advisors. These advisors will prepare a formal valuation of the respective shares, as required by securities law, and provide an opinion that, subject to the assumptions, limitations, and qualifications outlined in the written opinion, the consideration to be exchanged is fair from a financial perspective. Further details with respect to the Proposed Transaction will be included in the Arrangement Agreement and in an information circular to be mailed to Canadian Gold shareholders in connection with the Canadian Gold Meeting. Once available, a copy of the Arrangement Agreement will be filed on each of McEwen's and Canadian Gold's SEDAR+ profiles at and a copy of the information circular will be filed on Canadian Gold's SEDAR+ profile at . Overview of Canadian Gold's Tartan Mine The Tartan Mine is a former producing mine with significant infrastructure close to the town of Flin Flon, Manitoba. It has access to a skilled workforce, inexpensive renewable power and a supportive mining and taxation environment. Tartan Mine produced 47,000 ounces of gold between 1987 and 1989. Recently, Canadian Gold announced two transactions that expanded the strike length of Tartan from 8 kilometers to 29.5 kilometers along a key regional shear zone. The expanded property has the benefit of leveraging the infrastructure at Tartan Mine that includes a ramp to 320 meters below surface, the footprint of the former 450 tpd mill, road access and power to the mine site. About McEwen McEwen provides its shareholders with exposure to gold, copper and silver in the Americas by way of its three mines located in the USA, Canada and Argentina and its large advanced-stage copper development project in Argentina. It also has a gold and silver mine on care and maintenance in Mexico. Its Los Azules copper project aims to become one of the world's first regenerative copper mines and is committed to carbon neutrality by 2038. Rob McEwen, Chairman and Chief Owner, has personally invested US$205 million in the companies and takes a salary of $1/ year. He is a recipient of the Order of Canada and a member of the Canadian Mining Hall of Fame. His objective for MUX is to build its share value and establish a dividend, as he did while building Goldcorp Inc. McEwen's shares are publicly traded on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX) under the symbol 'MUX'. McEwen Contact Info and Social Media About Canadian Gold Canadian Gold Corp. is a Canadian-based mineral exploration and development company whose objective is to expand the high-grade gold resource at the past producing Tartan Mine, located in Flin Flon, Manitoba. The historic Tartan Mine currently has a 2017 Indicated mineral resource estimate of 240,000 oz gold (1,180,000 tonnes at 6.32 g/t gold) and an Inferred estimate of 37,000 oz gold (240,000 tonnes at 4.89 g/t gold). (Tartan Lake Project Technical Report, Manitoba, Canada, April 2017 authored by Mining Plus Canada Consulting Ltd.). The Company also holds a 100% interest in greenfield exploration properties in Ontario and Quebec adjacent to some of Canada's largest gold mines and development projects, specifically, the Canadian Malartic Mine (QC), the Hemlo Mine (ON) and Hammond Reef Project (ON). McEwen Inc. (NYSE & TSX: MUX) holds a 5.6% interest in Canadian Gold, and Rob McEwen, the founder and former CEO of Goldcorp, and Chairman and CEO of McEwen Inc., holds a 32.5% interest in Canadian Gold. For Further Information, Please Contact: Michael Swistun, CFA President & CEO Canadian Gold Corp. (204) 232-1373 info@ Social Media Accounts: X (Twitter) : Instagram : Facebook : LinkedIn : Neither the NYSE, TSX or TSX-V have reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by the management of McEwen and Canadian Gold. Forward-Looking Statements This news release contains 'forward-looking information' within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as 'expects', or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'budget', 'scheduled', 'forecasts', 'estimates', 'believes' or 'intends' or variations of such words and phrases or stating that certain actions, events or results 'may' or 'could', 'would', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things, statements regarding: the Proposed Transaction; the Arrangement Agreement; the receipt of necessary shareholder, court and regulatory approvals for the Proposed Transaction; the anticipated timeline for completing the Proposed Transaction; the terms and conditions pursuant to which the Proposed Transaction will be completed, if at all; the anticipated benefits of the Proposed Transaction including, but not limited to McEwen having an 100% interest in the Tartan Mine; the combined company; the future financial and operational performance of the combined company; the combined company's exploration and development programs; and potential future revenue and cost synergies resulting from the Proposed Transaction. These forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. In respect of the forward-looking statements concerning the Proposed Transaction, including the entering into of the Arrangement Agreement, and the anticipated timing for completion of the Proposed Transaction including, but not limited to the expectation of McEwen having a 100% interest in the Tartan Mine, McEwen and Canadian Gold have relied on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, shareholder, stock exchange and other third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Proposed Transaction. This timeline may change for a number of reasons, including unforeseen delays in preparing meeting materials; inability to secure necessary regulatory, court, shareholder, stock exchange or other third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Proposed Transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Risks and uncertainties that may cause such differences include but are not limited to: the risk that the Proposed Transaction may not be completed on a timely basis, if at all; the conditions to the consummation of the Proposed Transaction may not be satisfied; the risk that the Proposed Transaction may involve unexpected costs, liabilities or delays; the possibility that legal proceedings may be instituted against the McEwen, Canadian Gold and/or others relating to the Proposed Transaction and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the Proposed Transaction; risks relating to the failure to obtain necessary shareholder and court approval; other risks inherent in the mining industry. Failure to obtain the requisite approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Proposed Transaction, may result in the Proposed Transaction not being completed on the proposed terms, or at all. In addition, if the Proposed Transaction is not completed, the announcement of the Proposed Transaction and the dedication of substantial resources of McEwen and Canadian Gold to the completion of the Proposed Transaction could have a material adverse impact on each of McEwen's and Canadian Gold's share price, its current business relationships and on the current and future operations, financial condition, and prospects of each McEwen and Canadian Gold. McEwen and Canadian Gold expressly disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation. Qualified Person The scientific and technical information disclosed in this news release was reviewed and approved by Wesley Whymark, P. Geo., Consulting Geologist for McEwen and Canadian Gold, and a Qualified Person as defined under National Instrument 43-101. Historical Exploration References Tartan West (1) Spooner, A.J., 1987. Tout Lake Joint Venture Diamond Drilling. Manitoba Mineral Assessment Report 71523. NTS REF. No. 63K-13SW (2) Spooner, A.J., 1988. Tout Lake Joint Venture Diamond Drilling. Manitoba Mineral Assessment Report 81737. NTS REF. No. 63K-13SW (3) Spooner, A.J., 1989. Tout Lake Joint Venture Diamond Drilling. Manitoba Mineral Assessment Report 72046. NTS REF. No. 63K-13SW (4) Historical scanned paper maps on Company database Figure 1. Tartan Mine location in relation to Flin Flon Figure 2. Tartan Mine - Main Zone Longitudinal Section (from Canadian Gold's Feb 18, 2025 press release) Figure 3. Tartan Mine - South Zone Longitudinal Section (from Canadian Gold's June 10, 2025 press release) Figure 4. Location of highlight historic gold occurrences on the Tartan West Property Figures accompanying this announcement are available at:
Hamilton Spectator
an hour ago
- Hamilton Spectator
Torex Gold to Acquire Prime Mining
(All amounts expressed in Canadian dollars unless otherwise stated) TORONTO, July 28, 2025 (GLOBE NEWSWIRE) — 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 AN ATTRACTIVE TRANSACTION FOR PRIME MINING SHAREHOLDERS CEO AND SHAREHOLDER COMMENTARY Jody Kuzenko, President and Chief Executive Officer of Torex, stated: '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. The acquisition of Prime Mining, and the previously announced all-cash acquisition of Reyna Silver, support our strategy to systematically build a diversified, Americas-focused precious metals producer with a portfolio of producing, development, and exploration stage assets. 'Our extensive due diligence reinforced the scarcity of an asset of this quality, and we look forward to demonstrating the significant value we see in this exciting project. Los Reyes has multiple high-potential mineralized zones which remain open along strike and at depth, and we are confident that the project has strong untapped upside with numerous avenues for growth. '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, delivering considerable value to our shareholders. We will leverage these competencies, along with our significant expected free cash flow from the now completed Media Luna Project, to unlock and maximize the value of Los Reyes through development and production. We look forward to building strong relationships with the local communities in Cosalá, and we will work with them to ensure that the project delivers meaningful and sustainable benefits, just as we have and continue to do at Morelos.' Scott Hicks, Chief Executive Officer and Director of Prime Mining, added: 'The addition of Prime Mining's high-quality Los Reyes Project to the Torex pipeline as its next development asset presents both Prime Mining and Torex shareholders with substantial value enhancement through this share-based acquisition. In addition to gaining exposure to Torex's free-cash flowing Morelos Complex, Prime Mining shareholders can continue to realize significant value creation as Los Reyes is developed with the benefit of Torex's operational and development experience in Mexico. Both companies are aligned in their community and employee-focused values, approach to environmental stewardship and commitment to ensuring that all stakeholders will benefit through this combination. Prime looks forward to working with Torex through the transitionary period. 'Our Board, Management, and key shareholders view this opportunity as a great way to de-risk and unlock the full exploration and project potential that we collectively see in Los Reyes through our meaningful pro-forma ownership in Torex. I would like to take this opportunity to thank the Prime Mining team, Board of Directors, and our other stakeholders for all their outstanding contributions in getting Prime Mining to this exciting stage.' Pierre Lassonde, commented: 'I am truly excited to be a part of this business combination. Jody and her team are, like us, proven creators of shareholder value. The Morelos Complex is a world class asset that, combined with our high-grade Los Reyes gold-silver deposit, will deliver outsized shareholder returns. I would like to thank Scott, Murray, and the team at Prime Mining for advancing the high-grade, gold-silver system at Los Reyes, and I look forward to working with Jody, Rick, and the team at Torex as we aim to do our part in building a new high-margin, intermediate gold producer.' TRANSACTION SUMMARY 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. Pierre Lassonde as well as the directors and senior officers of Prime Mining, who collectively own 23% of the Prime Mining Shares, have entered into voting support agreements, pursuant to which, subject to the terms and conditions set forth therein, they will vote their securities held, as applicable, in favour of the Transaction. In addition to securityholder and court approvals, the 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. Additionally, 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. Pursuant to the Arrangement Agreement, all outstanding Prime Mining RSUs and DSUs which remain outstanding at the effective time of the Transaction will be deemed to be exercised or settled, for their in-the-money value net of withholding taxes, as applicable, under the arrangement for Prime Mining Shares, which will be exchanged for Torex Shares based on the Exchange Ratio. Outstanding Options will be adjusted to, among other things, be exercisable for Torex Shares, and outstanding Warrants will be adjusted in accordance with their terms. Subject to the satisfaction of customary closing conditions, including the parties obtaining the requisite regulatory approvals, the Transaction is expected to close in H2 2025, subject to the timing of clearance under Mexican antitrust laws. The Prime Mining Shares are expected to be delisted from the TSX promptly after closing of the Transaction. Full details of the Transaction will be included in the meeting materials to be prepared by Prime Mining in connection with the special meeting of securityholders, which are expected to be mailed to such securityholders in September 2025. None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act'), or any state securities laws, and any securities issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. BOARD OF DIRECTORS' AND SPECIAL COMMITTEE RECOMMENDATIONS The Arrangement Agreement has been unanimously approved by the Board of Directors of Torex (the 'Torex Board'), with Rick Howes not participating in deliberations of the Torex Board or voting on the Transaction given his role as CEO of Gold Candle Ltd., which has major shareholders in common with Prime Mining. Additionally, the Torex Board received a fairness opinion from CIBC World Markets Inc., which states that as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration payable by Torex pursuant to the Arrangement Agreement, is fair, from a financial point of view, to Torex. 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 favour of the Transaction. The Prime Mining Board and the Special Committee received a fairness opinion from BMO Nesbitt Burns Inc., which states that as of the date of such opinion and based upon and subject to the various assumptions, limitations, qualifications and scope of review set forth therein, the Consideration to be received by Prime Mining shareholders (other than those Prime Mining shareholders whose votes are required to be excluded from the vote pursuant to Section 8.1(2) of MI 61-101), pursuant to the Transaction, is fair, from a financial point of view, to such Prime Mining shareholders. ADVISORS AND COUNSEL CIBC World Markets Inc. is acting as exclusive financial advisor to Torex. Cassels Brock & Blackwell LLP is acting as Torex's legal advisor. Trinity Advisors Corporation is acting as financial advisor to Prime Mining and its Board of Directors, and BMO Nesbitt Burns Inc. provided a fairness opinion to the Special Committee and the Prime Mining Board. Blake, Cassels & Graydon LLP is acting as Prime Mining's legal advisor. CONFERENCE CALL AND WEBCAST Senior management from Torex and Prime Mining will host a conference call and webcast on Monday, July 28, 2025 at 8:00 AM (ET) for members of the investment community to discuss the Transaction. Telephone Access For expedited access to the conference call, registration is open to obtain an access code in advance, which will allow participants to join the call directly at the scheduled time. Alternatively, dial-in details are as follows: Toronto local or International: 1-647-846-8914 Toll-Free (North America): 1-833-752-3842 Please join the conference call approximately ten minutes prior to the scheduled start time if using the dial-in details above. Webcast Access A webcast will be available on the Company's website at . The webcast will also be archived on the Company's website. ABOUT TOREX GOLD RESOURCES INC. Torex Gold Resources Inc. is an intermediate gold producer based in Canada, engaged in the exploration, development, and operation of its 100% owned Morelos Property, an area of 29,000 hectares in the highly prospective Guerrero Gold Belt located 180 kilometres southwest of Mexico City. The Company's principal asset is the Morelos Complex, which includes the producing Media Luna Underground, ELG Underground, and ELG Open Pit mines, the development stage EPO Underground Project, a processing plant, and related infrastructure. Commercial production from the Morelos Complex commenced on April 1, 2016 and an updated Technical Report for the Morelos Complex was released in March 2022. Torex's key strategic objectives are: deliver Media Luna to full production and build EPO; optimize Morelos production and costs; grow reserves and resources; disciplined growth and capital allocation; retain and attract best industry talent; and industry leader in responsible mining. In addition to realizing the full potential of the Morelos Property, the Company is seeking opportunities to acquire assets that enable diversification and deliver value to shareholders. FOR FURTHER INFORMATION, PLEASE CONTACT: ABOUT PRIME MINING CORP. Prime Mining is managed by an ideal mix of successful mining executives, strong capital markets personnel, and experienced local operators all focused on unlocking the full potential of Los Reyes. Prime Mining has a well-planned capital structure with a strong management team and insider ownership. Prime Mining is targeting a material resource expansion at Los Reyes through a combination of new generative area discoveries and growth, while also building on technical de-risking activities to support eventual project development. FOR FURTHER INFORMATION, PLEASE CONTACT: TECHNICAL INFORMATION (1) Prime Mining's current mineral resource estimate is comprised of 49.0 million tonnes Indicated Resources (1,491,000 ounces contained Au at 0.95 g/t and 54.00 million ounces contained Ag at 34.2 g/t) and an additional 17.2 million tonnes (538,000 ounces contained Au at 0.97 g/t and 21.56 million ounces contained Ag at 39.0 g/t) of Inferred material and has an effective date of October 15, 2024. Additional information is available in Prime Mining's technical report (the 'Prime Mining Technical Report') entitled 'The Los Reyes Project, México' with report date November 27, 2024 and effective date October 15, 2024, and amended report date of June 27, 2025 on SEDAR+ at . (2) The mineral resource estimate for Torex's Morelos Complex can be found in the table below. Additional information is available in Torex's technical report (the 'Torex Technical Report') entitled the 'Morelos Property, NI 43-101 Technical Report, ELG Mine Complex Life of Mine Plan and Media Luna Feasibility Study, Guerrero State, Mexico', dated effective March 16, 2022, which was filed on March 31, 2022, and in Torex's annual information form dated March 21, 2025, each filed on SEDAR+ at . Mineral Resource Estimate – Morelos Complex (December 31, 2024) Notes to accompany the mineral resource table: Notes to accompany Media Luna Underground mineral resources: Notes to accompany ELG Underground mineral resources: Notes to accompany EPO Underground mineral resources: Notes to accompany the ELG Open Pit mineral resources: About the Los Reyes Gold and Silver Project Los Reyes is a high-grade, low-sulphidation epithermal gold-silver project located in Sinaloa State, Mexico. On October 15, 2024, Prime announced an updated multi-million-ounce high-grade open pit and underground resource based on exploration drilling up to July 17, 2024. Since acquiring Los Reyes in 2019, Prime has spent more than $64 million on direct exploration activities and has completed over 221,000 metres of drilling to date. On January 28, 2025, drilling was paused in response to a deterioration in the security situation in parts of Sinaloa, including the Los Reyes area. Drill rigs remain on site and drill contractors are on standby to resume drilling as soon as security improves. Prime will continue to work with local authorities to monitor the current situation. Drilling and geological interpretation suggests that the three known main deposit areas (Guadalupe, Central and Z-T) are larger than previously reported. Potential also exists for new discoveries where mineralized trends have been identified outside of the currently defined resource areas. Historic operating results indicate that an estimated 1 million ounces of gold and 60 million ounces of silver were recovered from five separate operations at Los Reyes between 1770 and 1990. Prior to Prime's acquisition, recent operators of Los Reyes had spent approximately US$20 million on exploration, engineering, and prefeasibility studies. QA/QC Protocols and Sampling Procedures Drill core at the Los Reyes project is drilled in predominantly HQ size (63.5 millimetres 'mm'), reducing to NQ (47.6 mm) when required. Drill core samples are generally 1.50 m long along the core axis with allowance for shorter or longer intervals if required to suit geological constraints. After logging intervals are identified to be sampled, the core is cut and one half is submitted for assay. Sample QA/QC measures include unmarked certified reference materials, blanks, and field duplicates as well as preparation duplicates are inserted into the sample sequence and make up approximately 8% of the samples submitted to the laboratory for each drill hole. Samples are picked up from the Project by the laboratory personnel and transported to their facilities in Durango or Hermosillo, Mexico, for sample preparation. Sample analysis is carried out by Bureau Veritas and ALS Labs, with fire assay, including over limits fire assay re-analysis, completed at their respective Hermosillo, Mexico laboratories and multi-element analysis completed in Vancouver, Canada. Drill core sample preparation includes fine crushing of the sample to at least 70% passing less than 2 mm, sample splitting using a riffle splitter, and pulverizing a 250 gram split to at least 85% passing 75 microns. Gold in diamond drill core is analyzed by fire assay and atomic absorption spectroscopy of a 30 g sample (code FA430 or Au-AA23). Multi-element chemistry is analyzed by 4-Acid digestion of a 0.25-gram sample split (code MA300 or ME-ICP61) with detection by an inductively coupled plasma emission spectrometer for a full suite of elements. Gold assay techniques FA430 and Au-AA23 have an upper detection limit of 10 g/t. Any sample that produces an over-limit gold value via the initial assay technique is sent for gravimetric finish via method FA-530 or Au-GRA21. Silver analyses by MA300 and ME-ICP61 have an upper limit of 200 g/t and 100 g/t, respectively. Samples with over-limit silver values are re-analyzed by fire assay with gravimetric finish FA530 or Au-GRA21. Both Bureau Veritas and ALS Labs are ISO/IEC accredited assay laboratories. Additional Notes Prime's MRE as of October 15, 2024 is classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum ('CIM') 'CIM Definition Standards - For Mineral Resources and Mineral Reserves' adopted by the CIM Council (as amended, the 'CIM Definition Standards') and in accordance with the requirements of NI 43-101. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Metres is represented by 'm'; 'etw' is Estimated True Width and is based on drill hole geometry or comparisons with other on-section drill holes; 'Au' refers to gold, and 'Ag' refers to silver; 'g/t' is grams per metric tonne; some figures may not sum due to rounding; Composite assay grades presented in summary tables are calculated using a Au grade minimum average of 0.20 g/t or 1.0 g/t as indicated in 'Au Cut-off' column of Summary Tables. Maximum internal waste included in any reported composite interval is 3.00 m. The 1.00 g/t Au cut-off is used to define higher-grade 'cores' within the lower-grade halo. Additional details are available in the associated Technical Report with effective date of October 15, 2024, filed on November 27, 2024 with amended filing on June 27, 2025. QUALIFIED PERSONS The mineral resource estimate for Torex's Morelos Complex was prepared by Rochelle Collins, Principal, Mineral Resource Geologist with Torex, who is a 'qualified person' as defined by NI 43-101. The scientific and technical information in this press release pertaining to the mineral resources of Prime Mining has been reviewed and approved by Scott Smith, Executive Vice President of Exploration with Prime Mining, who is a 'qualified person' as defined by NI 43-101. CAUTIONARY NOTES ON FORWARD-LOOKING STATEMENTS This press release contains 'forward-looking statements' and 'forward-looking information' (collectively 'forward-looking statements') within the meaning of applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs and current expectations of Torex and Prime Mining with respect to future business activities and operating performance. Forward-looking statements are statements that are not historical facts which address events, results, outcomes, or developments that Torex or Prime Mining expect to occur. Forward-looking statements are statements that are not historical facts and are often identified by words such as 'expect', 'plan', 'anticipate', 'project', 'target', 'potential', 'schedule', 'forecast', 'budget', 'estimate', 'intend' or 'believe' and similar expressions or their negative connotations, or that events or conditions 'will', 'would', 'may', 'could', 'should' or 'might' occur, and include information regarding: the Transaction, including the timing, satisfaction of closing conditions, consummation and terms of the Transaction, including the consideration thereunder and benefits derived therefrom; the perceived merit of Prime Mining's properties, including additional exploration potential of Los Reyes; the anticipated significant free cash flow generation as Media Luna continues to ramp up operations; the proposed acquisition of Reyna Silver; potential quantity and/or grade of minerals; the potential size of the mineralized zone; metallurgical recoveries; Torex's and Prime Mining's exploration and development plans in Mexico; and Torex's key strategic objectives, which are: deliver Media Luna to full production and build EPO; optimize Morelos production and costs; grow reserves and resources; disciplined growth and capital allocation; retain and attract best industry talent; and industry leader in responsible mining. Forward-looking statements are based on the beliefs, estimates and opinions of Torex and Prime Mining management on the date the statements are made. Certain material assumptions regarding such forward-looking statements were made, including without limitation, assumptions regarding the price of gold, silver and copper; the accuracy of mineral resource estimations; that there will be no material adverse change affecting Prime Mining or its properties; that all required approvals will be obtained, including concession renewals and permitting; that political and legal developments will be consistent with current expectations; that currency and exchange rates will be consistent with current levels; and that there will be no significant disruptions affecting Prime Mining or its properties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements also involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: risks related to uncertainties inherent in the preparation of mineral resource estimates, including but not limited to changes to the cost assumptions, variations in quantity of mineralized material, grade or recovery rates, changes to geotechnical or hydrogeological considerations, failure of plant, equipment or processes, changes to availability of power or the power rates, ability to maintain social license, changes to interest or tax rates, changes in project parameters, delays and costs inherent to consulting and accommodating rights of local communities, environmental risks, title risks, including concession renewal, commodity price and exchange rate fluctuations, risks relating to COVID-19 and other future pandemics, delays in or failure to receive access agreements, on-going receipt of amended and/or operating permits, risks inherent in the estimation of mineral resources; and risks associated with executing Torex's and Prime Mining's objectives and strategies, including costs and expenses, physical access to the property, security risks, availability of contractors and skilled labour, as well as those risk factors discussed in the Torex Technical Report, Prime Mining Technical Report, Torex's and Prime Mining's respective annual information forms, Torex's financial statements and related MD&A for the financial year ended December 31, 2024, and Prime Mining's financial statements and related MD&A for the financial year ended December 31, 2024, all filed with the securities regulatory authorities in certain provinces of Canada and available under each of Torex's and Prime Mining's respective profile at . The risk factors are not exhaustive of the factors that may affect Torex's and Prime Mining's forward-looking statements. Torex's and Prime Mining's forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management of Torex and Prime Mining at such time. Torex and Prime Mining do not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, undue reliance should not be placed on forward-looking statements. Neither Torex nor Prime Mining undertakes to update any forward-looking information, whether as a result of new information or future events or otherwise, except as may be required by applicable securities laws. The Torex Technical Report, AIF, and financial statement and related MD&A are filed on SEDAR+ at and on Torex's website at . The Prime Mining Technical Report, AIF, and financial statement and related MD&A are filed on SEDAR+ at and on Prime Mining's website at . CAUTIONARY NOTES TO U.S. INVESTORS CONCERNING RESOURCE ESTIMATES This news release has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the U.S. securities laws. In particular, and without limiting the generality of the foregoing, the terms 'mineral reserve', 'proven mineral reserve', 'probable mineral reserve', 'inferred mineral resources,' 'indicated mineral resources,' 'measured mineral resources' and 'mineral resources' used or referenced in this presentation are Canadian mineral disclosure terms as defined in accordance with NI 43-101 under the guidelines set out in the CIM Standards. The CIM Standards differ from the mineral property disclosure requirements of the U.S. Securities and Exchange Commission (the 'SEC') in Regulation S-K Subpart 1300 (the 'SEC Modernization Rules') under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multijurisdictional disclosure system, Prime Mining is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Standards. Accordingly, Prime Mining's disclosure of mineralization and other technical information may differ significantly from the information that would be disclosed had Prime Mining prepared the information under the standards adopted under the SEC Modernization Rules.
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Perseus Mining June Quarter Report
By GlobeNewswire Published on July 28, 2025, 03:40 IST Perth, July 28, 2025 (GLOBE NEWSWIRE) — JUNE 2025 QUARTER REPORT Continued strong performance of Perseus Mining's operations grows cash & bullion balance to US$827 million PERTH, Western Australia/July 28, 2025/Perseus Mining Limited ('Perseus' or the 'Company') (TSX & ASX: PRU) reports on its activities for the three months' period ended June 30, 2024 (the 'Quarter'). Below is a summary of the release. The full report is available at and Key operating indicators and highlights for the June 2025 quarter (Q4 FY25) include: PERFORMANCE INDICATOR UNIT MARCH 2025 QUARTER JUNE 2025 QUARTER JUNE 2025 HALF YEAR 2025 FINANCIAL YEAR Gold recovered Ounces 121,605 121,237 242,843 496,551 Gold poured Ounces 122,915 119,868 242,782 495,984 Production Cost US$/ounce 977 1,038 1,008 980 All-In Site Cost (AISC) US$/ounce 1,209 1,417 1,313 1,235 Gold sales Ounces 117,585 131,242 248,826 494,343 Average sales price US$/ounce 2,462 2,977 2,734 2,543 Notional Cashflow US$ million 152 189 345 650 Record 12-month rolling average Total Recordable Injury Frequency Rate (TRIFR) of 0.60 is well below industry average. is well below industry average. Quarterly gold production of 121,237 ounces at a weighted average AISC of US$1,417 per ounce enabled Perseus to achieve production guidance and better cost guidance for June 2025 half year (2H FY25) and 2025 financial year (FY25) . at a weighted average enabled Perseus to for June 2025 half year (2H FY25) and 2025 financial year (FY25) Average gold sales of 131,242 ounces with a weighted average gold sales price of US$2,977 per ounce. with a weighted average Average cash margin of US$1,560 per ounce of gold produced, giving notional operating cashflow of US$189 million. of gold produced, giving Perseus's gold production and AISC outlook for the next 5 years includes average gold production of 515,000 – 535,000 ounces per year, at an average AISC of US$1,400 – US$1,500 per ounce . includes at an average . For the 2026 financial year ( FY26 ), gold production guidance is 400,000 – 440,000 ounces while AISC guidance is US$1,460 – 1,620 per ounce , representing a temporary dip in the longer-term outlook for the Company. ), is while is , representing a temporary dip in the longer-term outlook for the Company. A Final Investment Decision (FID) was taken during the quarter to develop the Nyanzaga Gold Project (NGP). Site works are accelerating and are on-budget and on schedule, consistent with the target of first gold production in January 2027. was taken during the quarter to develop the Site works are accelerating and are on-budget and on schedule, consistent with the target of first gold production in January 2027. Outstanding infill drilling results at NGP have Perseus on target for a Mineral Resource and Ore Reserve upgrade in Q3 FY26 resulting in a possible mine life extension. have Perseus on target for a Mineral Resource and Ore Reserve upgrade in Q3 FY26 resulting in a possible mine life extension. Available cash and bullion of US$827 million, plus liquid listed securities of US$118 million , notwithstanding significant payments associated with development of NGP, corporate tax, dividends and share buy-back payments. plus liquid , notwithstanding significant payments associated with development of NGP, corporate tax, dividends and share buy-back payments. Zero debt and available undrawn debt capacity of US$300 million at quarter-end. and available at quarter-end. Perseus's A$100 million buy-back of its shares continued between blackout periods during the quarter and is currently ~73% complete with 22,995,853 shares purchased and subsequently cancelled. GROUP GOLD PRODUCTION AND COST GUIDANCE Group gold production and AISC market guidance for FY26 is as follows: Table 10: Production and AISC Guidance PARAMETER UNITS 2026 FINANCIAL YEAR FORECAST Yaouré Gold Mine Production Ounces 168,000 – 184,000 All-in Site Cost USD per ounce $1,500 – $1,660 Edikan Gold Mine Production Ounces 154,000 – 169,000 All-in Site Cost USD per ounce $1,420 – $1,570 Sissingué Gold Mine Production Ounces 78,000 – 87,000 All-in Site Cost USD per ounce $1,470 – $1,620 PERSEUS GROUP Production Ounces 400,000 – 440,000 All-in Site Cost USD per ounce $1,460 – $1,620 The rise relative to prior periods in Perseus's guided AISC in FY25 as noted above can be attributed to a range of factors which have been considered in forecasting future operating costs, including an assumed gold price of US$2,700 per ounce for the period. A trend of rising costs is evident in the global gold sector, including in West Africa, driven by a range of factors, not the least of which is a steady increase in royalties and indirect charges payable to host governments (and others) which are a function of prevailing gold prices. In other words, as the price of gold rises, so too do expectations by host governments and host communities of an increasing share of the higher gold prices. This occurs in the form of higher royalty and gold price linked indirect charges by governments as well as an increase in the cost of land access and contributions to community assistance funds, demanded by host communities. Other factors that impact Perseus's operating costs include the rising cost of wages, freight costs and therefore consumables and the fact that in some operations, as they mature, haul distances and elevations increase and facilities such as tailings dams require expansion. In addition, forecast costs are impacted by site specific factors outside of Perseus's control such as at Yaouré, where an expected interruption is expected to the availability of power from the Ivorian power grid in H1 FY26 caused by planned maintenance of power stations that contribute power to the grid. It has been assumed that Perseus will be required to make significantly more use of its standby generators during this period which operate at a cost that is materially above grid power costs. SEptember 2025 QUARTER EVENTS & ANNOUNCEMENTS 22 July – Resource Definition Drilling Update for Nyanzaga Gold Project 28 July – June 2025 Quarterly Report & Webinar 27 August – Annual Mineral Resources and Ore Reserves Update 28 August – Financial Year 2024 Annual Report & Webinar 14-17 September – Mining Forum Americas Competent Person Statement All production targets referred to in this release are underpinned by estimated Ore Reserves which have been prepared by competent persons in accordance with the requirements of the JORC Code. Edikan The information in this release that relates to the Open Pit and Underground Mineral Resources and Ore Reserve at Edikan was updated by the Company in a market announcement 'Perseus Mining updates Mineral Resources and Ore Reserves' released on 21August 2024. The Company confirms that all material assumptions underpinning those estimates and the production targets, or the forecast financial information derived therefrom, in that market release continue to apply and have not materially changed. The Company further confirms that material assumptions underpinning the estimates of Ore Reserves described in 'Technical Report — Edikan Gold Mine, Ghana' dated 7 April 2022 continue to apply. Sissingué, Fimbiasso and Bagoé The information in this release that relates to the Mineral Resources and Ore Reserve at the Sissingué complex was updated by the Company in a market announcement 'Perseus Mining updates Mineral Resources and Ore Reserves' released on 21 August 2024. The Company confirms that all material assumptions underpinning those estimates and the production targets, or the forecast financial information derived therefrom, in that market release continue to apply and have not materially changed. The Company further confirms that material assumptions underpinning the estimates of Ore Reserves described in 'Technical Report — Sissingué Gold Project, Côte d'Ivoire' dated 29 May 2015 continue to apply. Yaouré The information in this release that relates to the Open Pit and Underground Mineral Resources and Ore Reserve at Yaouré was updated by the Company in a market announcement 'Perseus Mining updates Mineral Resources and Ore Reserves' released on 21 August 2024. The Company confirms that all material assumptions underpinning those estimates and the production targets, or the forecast financial information derived therefrom, in that market release continue to apply and have not materially changed. The Company further confirms that material assumptions underpinning the estimates of Ore Reserves described in 'Technical Report — Yaouré Gold Project, Côte d'Ivoire' dated 19 December 2023 continue to apply. Nyanzaga Gold Project The information in this report that relates to the Mineral Resources and Ore Reserve at Nyanzaga was updated by the Company in a market announcement 'Perseus Mining proceeds with development of the Nyanzaga Gold Project' released on 28 April 2025. The Company confirms that all material assumptions underpinning those estimates and the production targets, or the forecast financial information derived therefrom, in that market release continue to apply and have not materially changed. The Company further confirms that material assumptions underpinning the estimates of Ore Reserves described in 'Technical Report — Nyanzaga Gold Project' dated 10 June 2025 continue to apply. The information in this report relating to Nyanzaga exploration results was first reported by the Company in compliance with the JORC Code 2012 and NI43-101 in a market update 'Perseus Mining Delivers Encouraging Drilling Results from its Current Drill Program at the Nyanzaga Gold Project' released on 22 July 2025. The Company confirms that it is not aware of any new information or data that materially affect the information in that market release. Meyas Sand Gold Project The information in this report that relates to the mineral resources and probable reserves of the Meyas Sand Gold Project was first reported by the Company in a market announcement 'Perseus Enters Into Agreement to Acquire Orca Gold Inc.' released on 28 February 2022. The Company confirms it is not in possession of any new information or data relating to those estimates that materially impacts of the reliability of the estimate of the Company's ability to verify the estimate as a mineral resource or ore reserve in accordance with Appendix 5A (JORC Code) and the information in that original market release continues to apply and have not materially changed. These estimates are prepared in accordance with Canadian National Instrument 43-101 standards and have not been reported in accordance with the JORC Code. A competent person has not done sufficient work to classify the resource in accordance with the JORC Code and it is uncertain that following evaluation and/or further exploration work that the estimate will be able to be reported as a mineral resource or ore reserve in accordance with the JORC Code. This release and all technical information regarding Orca's NI 43-101 have been reviewed and approved by Adrian Ralph, a Qualified Person for the purposes of NI 43-101. Caution Regarding Forward Looking Information: This report contains forward-looking information which is based on the assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management of the Company believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Assumptions have been made by the Company regarding, among other things: the price of gold, continuing commercial production at the Yaouré Gold Mine, the Edikan Gold Mine and the Sissingué Gold Mine without any major disruption, development of a mine at Nyanzaga, the receipt of required governmental approvals, the accuracy of capital and operating cost estimates, the ability of the Company to operate in a safe, efficient and effective manner and the ability of the Company to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used by the Company. Although management believes that the assumptions made by the Company and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the actual market price of gold, the actual results of current exploration, the actual results of future exploration, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents. Readers should not place undue reliance on forward-looking information. Perseus does not undertake to update any forward-looking information, except in accordance with applicable securities laws. This market announcement was authorised for release by the Board of Perseus Mining Limited. ASX/TSX CODE: PRU CAPITAL STRUCTURE: Ordinary shares: 1,353,991,309 Performance rights: 9,328,134 REGISTERED OFFICE: Level 2 437 Roberts Road Subiaco WA 6008 Telephone: +61 8 6144 1700 DIRECTORS: Rick Menell Non-Executive Chairman Jeff Quartermaine Managing Director & CEO Amber Banfield Non-Executive Director Elissa Cornelius Non-Executive Director Dan Lougher Non-Executive Director John McGloin Non-Executive Director James Rutherford Non-Executive Director CONTACTS: Jeff Quartermaine Managing Director & CEO [email protected] Stephen Forman Investor Relations +61 484 036 681 [email protected] Nathan Ryan Media +61 420 582 887 [email protected] Attachment TSX Release_Q4 FY25 Quarterly Report_Final Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same. 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