FRONTERA ENERGY CORPORATION ANNOUNCES TENDER OFFER RESULTS AND RECEIPT OF REQUISITE CONSENTS UNDER THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 7.875% SENIOR NOTES DUE 2028
ISIN: US35905BAC19 (144A) / USC35898AB82 (Reg S)
TORONTO, June 10, 2025 /CNW/ - Frontera Energy Corporation (TSX: FEC) (the "Company" or "Frontera") announces the results of the Company's previously announced cash tender offer (the "Offer") and concurrent consent solicitation (the "Solicitation") of its outstanding 7.875% Senior Notes due 2028 (the "Notes"), in each case, made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of May 9, 2025 (as amended prior to the date hereof, the "Offer to Purchase"). Capitalized terms used but not defined in this press release have the meaning set forth in the Offer to Purchase.
Orlando Cabrales, Chief Executive Officer (CEO), Frontera, commented:
"I am pleased to announce that the Company has received (i) the requisite consents to implement the proposed amendments to the terms of the Notes and (ii) validly delivered tenders in excess of the maximum tender amount set forth in the Offer. The successful completion of this transaction is an important step for the Company as it modernizes its covenant package to meet today's market needs. The transaction also reduces the Company's Notes by U.S.$80 million (or over 20%) 3 years before maturity, highlighting the Company's commitment to its bondholders.
The Company's Board and Management believe that to succeed in the current macro-economic landscape, companies must take decisive and strategic actions to maintain operational and financial flexibility, deliver long-term business and reserve growth, including through inorganic opportunities, and reduce financial leverage to ensure long-term sustainability.
These results are proof of Frontera's strategic focus on delivering meaningful bondholder and investor value initiatives. The Company will continue to consider similar investor-focused initiatives in 2025 and beyond."
As of 5:00 p.m., New York City time, on June 9, 2025 (the "Extended Early Tender Date and Consent Deadline") which was also the Expiration Time, the Company had received, without duplication, (i) validly delivered tenders from Holders representing U.S.$134,169,000 in aggregate principal amount of Notes Outstanding (as defined in the Indenture) and (ii) validly delivered Consents from Holders (including Consents delivered without tenders) representing U.S.$194,448,000 (i.e. 50.38%) in aggregate principal amount of Notes Outstanding (as defined in the Indenture). Therefore, the Company has obtained the Requisite Consents to the Proposed Amendments under the Indenture governing the Notes and will proceed, on the Tender and Solicitation Settlement Date (as defined below), to (a) execute the Supplemental Indenture incorporating the Proposed Amendments and (b) pay to consenting Holders the Amended Consent Payment (consisting of U.S.$8 million to be divided pro rata among all tendering and consenting Holders, which is equal to U.S.$41.14 per U.S.$1,000 principal amount of Notes).
Holders who validly delivered their Consents at or prior to the Extended Early Tender Date and Consent Deadline are eligible to receive the Amended Consent Payment with respect to their consented Notes.
Holders who validly tendered their Notes at or prior to the Extended Early Tender Date and Consent Deadline, and whose Notes are accepted for purchase pursuant to the Offer, are eligible to receive (a) both the Amended Tender Consideration (equal to U.S.$720 per U.S.$1,000 principal amount of Notes tendered and accepted for purchase, subject to the proration factor as detailed in the table below) and the Amended Consent Payment (equal to U.S.$41.14 per U.S.$1,000 principal amount of Notes for which a Consent was submitted, without applying the proration factor) with respect to their Notes, subject to proration as set forth in the Offer to Purchase, and (b) accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Tender and Solicitation Settlement Date.
The Company hereby accepts Notes validly tendered subject to the Amended Maximum Tender Amount (i.e., U.S.$80 million) for purchase in the Offer. Tendered Notes will be subject to proration, with the proration factor having been calculated by the Company as detailed in the table below, based on the aggregate principal amount of Notes validly tendered at or prior to the Extended Early Tender Date and Consent Deadline. For the avoidance of doubt, all Notes tendered at or prior to the Extended Early Tender Date and Consent Deadline will be prorated equally in conjunction with all Notes tendered at or prior to the Original Early Tender Date and Consent Deadline, which occurred at 5:00 p.m., New York City time, on May 23, 2025.
Notes
CUSIP/ISIN NumbersAggregate Principal Amount Tendered
Maximum Tender Amount
Proration Factor
7.875% Senior Notes due 2028
CUSIP: 35905B AC1 (144A) / C35898 AB8 (Reg S)
ISIN: US35905BAC19 (144A) / USC35898AB82 (Reg S)US$134,169,000
US$80,000,000
55.633 %
Subject to the Amended Maximum Tender Amount, if the principal amount of Notes, after applying proration, results in (i) an acceptance of Notes in a principal amount of less than U.S.$200,000 and/or (ii) Notes in a principal amount of less than U.S.$200,000 being returned to the applicable Holder, the Company will accept the relevant electronic tender instruction in full.
Settlement of the Amended Tender Consideration for the Notes validly tendered (and not validly withdrawn), up to the Amended Maximum Tender Amount, and of the Amended Consent Payment for the Consents validly delivered (and not validly revoked), at or prior to the Extended Early Tender Date and Consent Deadline, is expected to occur on June 11, 2025 (the "Tender and Solicitation Settlement Date"). All Notes validly tendered but not accepted as a result of proration or otherwise will be rejected and returned to relevant Holders on the Tender and Solicitation Settlement Date.
The Offer and the Solicitation are made by, and pursuant to the terms of, the Offer to Purchase and the information in this announcement is qualified by reference to the Offer to Purchase.
Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as dealer managers for the Offer and solicitation agents for the Solicitation (the "Dealer Managers and Solicitation Agents"). The information and tender agent is Morrow Sodali International LLC, trading as Sodali & Co (the "Information and Tender Agent").
Requests for documentation should be directed to the Information and Tender Agent at the offer website: https://projects.sodali.com/frontera. Questions regarding the Offer or the Solicitation should be directed to the Dealer Managers and Solicitation Agents at (212) 723-6106 (for Citigroup) or (212) 710-6749 (for Itaú BBA).
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Solicitation was made, and the Offer is being made, only pursuant to the Offer to Purchase.
Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the "Catalyst Funds") that hold approximately 40.97% of the common shares of the Company, exercises control or direction over U.S.$8 million principal amount of the Notes. As a result of the holdings of the Catalyst Funds, the Offer and the Solicitation are "related party transactions" of the Company as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators ("MI 61-101"). The Offer and the Solicitation are exempt from the valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, respectively. The material change report dated May 15, 2025 filed by the Company in connection with the Offer and the Solicitation contains additional disclosure required under MI 61-101. The Company holds U.S.$6 million principal amount of the Notes. The Notes held by the Company are not subject to the Offer or the Solicitation. The Notes held by the Company and the Catalyst Funds are not considered Outstanding (as defined in the Indenture) for purposes of calculating the Requisite Consents to the Proposed Amendments.
About Frontera:
Frontera Energy Corporation is a Canadian public company involved in the exploration, development, production, transportation, storage and sale of oil and natural gas in South America, including strategic investments in both upstream and midstream facilities. The Company has a diversified portfolio of assets which consists of interests in 22 exploration and production blocks in Colombia, Ecuador and Guyana, and in pipeline and port facilities in Colombia. Frontera's common shares are listed for trading in the Toronto Stock Exchange under the ticker symbol "FEC." The Company is committed to conducting business safely and in a socially and environmentally responsible manner.
If you would like to receive News Releases via e-mail as soon as they are published, please subscribe here: http://fronteraenergy.mediaroom.com/subscribe.
Advisories:
Cautionary Note Concerning Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Offer and the Solicitation) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the newly imposed U.S. trade tariffs affecting over 50 countries and escalating tensions with China; the impact of the Russia-Ukraine conflict and conflict in the Middle East; actions of the Organization of Petroleum Exporting Countries (OPEC+); liabilities inherent with the exploration, development, exploitation and reclamation of oil and natural gas; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; uncertainties associated with estimating oil and natural gas reserves; failure to establish estimated resources or reserves; volatility in market prices for oil and natural gas; fluctuation in currency exchange rates; inflation; changes in equity markets; perceptions of the Company's prospects and the prospects of the oil and gas industry in Colombia and other countries where the Company operates or has investments; uncertainties relating to the availability and costs of financing needed in the future; the Company's ability to complete strategic initiatives or transactions to enhance the value of its securities and the timing thereof; the Company's ability to access additional financing; the ability of the Company to maintain its credit ratings; the ability of the Company to meet its financial obligations and minimum commitments, fund capital expenditures and comply with covenants contained in the agreements that govern indebtedness; political developments in the countries where the Company operates; the uncertainties involved in interpreting drilling results and other geological data; timing on receipt of government approvals; the inability of the Company to reach an agreement with the Government of Guyana in respect of the Company and its joint venture partner's interests in, and the petroleum prospecting license for, the Corentyne block; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2025 filed on SEDAR+ at www.sedarplus.ca. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
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SOURCE Frontera Energy Corporation
View original content: http://www.newswire.ca/en/releases/archive/June2025/10/c0046.html
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Goliath Intersects 11.00 g/t Au Over 4.85 Meters, Drilling Maintains 100% Hit Rate, 94% Of Holes Contain Visible Gold, Assays Pending Surebet Discovery, Golddigger Property, Golden Triangle, B.C.
Infographic 1 Infographic 2 Infographic 3 2025 drilling has more than doubled the known extent of the Bonanza Zone from 550 meters to over 1.1 km across and remains wide open with 100% of the drill holes intersecting substantial quartz-sulphide mineralization as well as 94% of drill holes containing gold visible to the naked eye ('VG'), assays pending. Drilling has been completed in 34 holes (~25,000 meters) within the first month of drilling with 81 holes remaining (~35,000 meters) on Surebet. With 2 months remaining, the Company is on target to complete the planned and fully funded ~60,000 meter program with 9 rigs actively drilling. Drill hole GD-25-317 intersected excellent gold mineralization in two separate intervals from the Bonanza Zone and the Surebet Zone that remain open, where 8 occurrences of gold visible to the naked eye were identified in quartz-stockwork and breccia zones containing moderate amounts of sphalerite, galena and pyrrhotite: The Bonanza Zone interval consists of 3.17 g/t Au over 18.73 meters, including 5.10 g/t Au over 11 meters, including 11 g/t Au over 4.85 meters. The Surebet Zone interval consists of 3.64 g/t Au over 9.40 meters, including 6.02 g/t Au over 5.50 meters. The reported assays reflect gold only (AuEq value in intervals will be adjusted accordingly once Ag, Cu, Pb and Zn are received). Accompanying infographics are available at: Drill hole GD-25-302 intersected substantial gold mineralization in two separate intervals within a 96.50 meter interval where 6 occurrences of gold visible to the naked eye were identified in an altered andesite unit with high density quartz-sulphide veining corresponding to the Bonanza Zone that remains open: The first interval consists of 2.26 g/t Au over 19.00 meters, including 6.28 g/t Au over 6.00 meters, including 8.88 g/t Au over 4.00 meters. The second interval consists of 1.59 g/t Au over 16.00 meters, including 3.44 g/t Au over 6.00 meters. These new intervals extend the footprint of high-grade gold mineralization of the Bonanza Zone to the south by 150 meters increasing the resource potential of this zone that remains wide open. The reported assays reflect gold only (AuEq value in intervals will be adjusted accordingly once Ag, Cu, Pb and Zn are received). Accompanying infographics are available at: Drill hole GD-25-314 intersected 2.25 g/t Au over 4 meters, including 2.82 g/t Au over 3.15 meters part of the Bonanza Zone. Drill hole GD-25-317 is located 180 meters to the northeast and GD-25-302 is located 420 meters to the east of drill hole GD-24-260, the highest grade gold interval drilled on Surebet to date (see news January 13, 2025), which assayed 34.52 g/t AuEq or 1.11 oz/T AuEq (34.47 g/t Au and 3.96 g/t Ag) over 39.00 meters including 132.93 g/t AuEq or 4.27 oz/T AuEq (132.78 g/t Au and 12.98 g/t Ag) over 10.00 meters, and 166.04 g/t AuEq or 5.34 oz/T AuEq (165.84 g/t Au and 16.07 g/t Ag) over 8.00 meters within an interval composed of altered andesite with substantial quartz-sulphide veining confirming the additional discovery potential for high-grade gold mineralization at the Surebet Discovery that remains wide open. Accompanying infographics are available at: High-grade gold has now been recovered in three distinct rock packages discovered to date on Surebet. This includes the gently dipping gold-rich stacked veins, the gold-rich intermediate to felsic Eocene-aged Reduced Intrusive Related Gold (RIRG) near vertical dykes, and the newly discovered broad gold-rich zones of calc-silicate altered breccia, all of which contain substantial amounts of gold visible to the naked eye and remain wide open for expansion, confirming the presence of the Motherlode magmatic source at depth, a causative intrusion responsible for the extensive 1.8 km2 high-grade gold system at Surebet. The 2025 planned campaign is under way and consists of 60,000 meters (recently increased from 40,000 meters) of systematic drilling with 9 drill rigs. The campaign aims at expanding the full geometry of the Surebet discovery laterally and to depth. 100% of the drilling will be focused on the Surebet Discovery, where the Company has designed a detailed drill plan that will consist of: Testing for the Motherlode Magmatic intrusive gold source; Testing an additional 13 Eocene-aged dykes observed on the surface that have never been drill tested for RIRG mineralization; Infill drilling with the goal of increasing pierce points density in all known stacked veins with a particular focus on the highest-grade areas from the Bonanza Zone and Surebet Zone intersection domain; Testing zones where the RIRG Eocene-aged dykes and gently dipping veins crosscut which are being called Goldilocks Zones as they are key locations where there are two styles of gold mineralization enriching the zones; and Expanding the known mineralized veins laterally and to depth where they currently remain open. TORONTO, July 28, 2025 (GLOBE NEWSWIRE) -- Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF) (FSE: B4IF) (the 'Company' or 'Goliath') is very pleased to announce positive assay results from drill hole GD-25-317 which assayed 3.17 g/t Au over 18.73 meters, including 5.10 g/t Au over 11 meters, including 11 g/t Au over 4.85 meters within the Bonanza Zone that remains wide open at Surebet on the 100 % controlled Golddigger Property (the 'Property'), Golden Triangle, British Columbia. An additional gold-rich interval in the same hole consists of 3.64 g/t Au over 9.40 meters, including 6.02 g/t Au over 5.50 meters part of the Surebet Zone. Two intervals of high-grade gold mineralization were also intersected in drill hole GD-25-302 that assayed 2.26 g/t Au over 19.00 meters, including 6.28 g/t Au over 6.00 meters, including 8.88 g/t Au over 4.00 meters, and 1.59 g/t Au over 16.00 meters, including 3.44 g/t Au over 6.00 meters. These new intervals extend the footprint of high-grade gold mineralization of the Bonanza Zone to the south by 150 meters increasing the resource potential of this zone that remains wide open, confirming the additional discovery potential for high-grade gold mineralization at the Surebet Discovery. The Company has completed 25,000 meters of drilling (out of 60,000 meters planned and fully funded for 2025), with 100% of the drill holes intersecting substantial quartz-sulphide mineralization as well as 94 % of the holes contain gold visible to the naked eye. The reported assays reflect gold only (AuEq value in interval will be adjusted accordingly once Ag, Cu, Pb and Zn are received). Mr. Roger Rosmus, Founder & CEO of Goliath states: "Receiving exceptional gold only assays of 3.17 g/t Au over 18.73 meters, including 5.10 g/t Au over 11 meters, including 11 g/t Au over 4.85 meters from the first new holes completed in 2025 is a testament to the strong high-grade gold potential at Surebet. With 100% of drill holes completed this year intersecting mineralization, as well as 94% of the holes containing gold visible to the naked eye, we are on track to complete the most ambitious drill program on Surebet to date with 25,000 meters completed and 35,000 meters to go for a total of 60,000 meters that is fully funded. We are looking forward to releasing additional assay results and updating the gold-equivalent (AuEq) hole results as they become available.' Drill hole GD-25-317 intersected 5 occurrences of gold visible to the naked eye ('VG') hosted in veins that are part of a quartz-stockwork in sandstone units containing moderate amounts of sulphides such as sphalerite, galena and pyrrhotite. A 27.68 meter interval with high-density of quartz-sulphide veining from 332.88 meters to 360.56 meters contains 2 occurrences of visible gold at 355.90 meters and 359.47 meters from the Surebet Zone. Another 19.83 meter interval from 441.90 meters to 461.73 meters contains multiple quartz-sulphide veins up to 50 cm wide with 2 occurrences of visible gold at 457.02 meters and 459.66 meters from the Bonanza Zone. Additional VG was identified at 256.90 m. The new intercept is located 180 meters to the northeast of drill hole GD-24-260, the highest grade gold interval drilled on Surebet to date, which assayed 34.52 g/t AuEq or 1.11 oz/T AuEq (34.47 g/t Au and 3.96 g/t Ag) over 39.00 meters including 132.93 g/t AuEq or 4.27 oz/T AuEq (132.78 g/t Au and 12.98 g/t Ag) over 10.00 meters, and 166.04 g/t AuEq or 5.34 oz/T AuEq (165.84 g/t Au and 16.07 g/t Ag) over 8.00 meters within an interval composed of altered andesite with substantial quartz-sulphide veining (see news January 13, 2025). Drill hole GD-25-302 intersected 6 occurrences of VG over a 96.50 meter interval from 89.50 meters to 186.00 meters within an altered andesite unit with high density quartz-sulphide veining corresponding to the Bonanza Zone that remains open. The new intercept is located 420 meters to the east of drill hole GD-24-260. Table 1: Assay highlights from 2025 drill holes reported in this news release. Hole ID From (m) To (m) Interval (m) Au (g/t) GD-25-317 Interval 352.00 361.40 9.40 3.64 including 355.90 361.40 5.50 6.02 Interval 443.00 461.73 18.73 3.17 including 449.85 460.85 11.00 5.10 including 456.00 460.85 4.85 11.00 GD-25-302 Interval 99.00 115.00 16.00 1.59 Including 103.00 109.00 6.00 3.44 Interval 121.00 140.00 19.00 2.26 Including 128.00 134.00 6.00 6.28 Including 128.00 132.00 4.00 8.88 GD-25-314 Interval 315.00 319.00 4.00 2.25 including 315.00 318.15 3.15 2.82 High-grade gold mineralization has been confirmed in three distinct rock packages at the Surebet Discovery, which include: gently-dipping gold-rich mineralized stacked veins; gold-rich intermediate to felsic Eocene-aged RIRG dykes that crosscut the veins; and the broad zones of calc-silicate altered breccia. All three rock packages contain substantial amounts of VG and remain wide open, which strongly indicates the presence of a Motherlode magmatic causative source at depth responsible for the widespread high-grade gold mineralization at the Surebet Discovery. Table 2: Collar information for drill hole GD-25-302 reported in this news release. Hole ID CRS Northing (m) Easting (m) Elevation (m) Azimuth (deg) Dip (deg) Length (m) GD-25-317 NAD83 / UTM zone 9N 6162777 457445 1511 130 67 717 GD-25-314 NAD83 / UTM zone 9N 6162588 457018 1382 80 70 593 GD-25-302 NAD83 / UTM zone 9N 6162509 457818 1141 195 69 1635 The 2025 planned campaign is under way and consists of 60,000 meters (recently increased from 40,000 meters) of systematic drilling with 9 drill rigs. The campaign aims at expanding the full geometry of the Surebet discovery laterally and to depth. 100% of the drilling will be focused on the Surebet Discovery, where the Company has designed a detailed drill plan that will consist of: testing for the Motherlode Magmatic intrusive gold source; testing an additional 13 Eocene-aged dykes observed on the surface that have never been drill tested for RIRG mineralization; infill drilling with the goal of increasing pierce points density in all known stacked veins with a particular focus on the highest-grade areas from the Bonanza Zone and Surebet Zone intersection domain; testing zones where the RIRG dykes and gently dipping veins crosscut which are being called Goldilocks Zones as they are key locations where there are two styles of gold mineralization enriching the zones; and expanding the known mineralized veins laterally and to depth where they currently remain open. 2025 re-logging initiative Recently released results from the re-logging of holes drilled between 2021 – 2024 include a new interval from drill hole GD-22-64 (see news June 23, 2025) comprising a Reduced Intrusion Related Gold dyke believed to be directly related to the Motherlode feeder source that contained gold visible to the naked eye and assayed 6.31 g/t AuEq over 14.35 meters including 11.36 g/t AuEq over 7.85 meters, as well as drill hole GD-24-280 (see news July 7, 2025), which assayed 8.31 g/t Au over 23.00 meters, including 15.69 g/t Au over 11 meters, including 37.45 g/t Au or 1.20 oz/T over 4 meters hosted in the calc-silicate altered breccia within the high-grade gold Bonanza Zone. From the early season re-logging initiative, assays are pending for an additional 6 drill holes containing VG associated with RIRG dykes, calc-silicate altered breccias and known stacked veins, including: GD-24-277 (1 occurrence of VG, hosted in calc-silicate altered andesite breccia); GD-22-102 (5 occurrences of VG, hosted in altered andesite); GD-24-254 (2 occurrences of VG, hosted in andesite); GD-24-267 (1 occurrence of VG hosted in sandstone); and GD-24-244 (1 occurrence of VG hosted in an Eocene-aged dyke). Table 3: Assay highlights from the 2025 re-logging program. Hole ID From (m) To (m) Interval (m) Au (g/t) Ag (g/t) Cu (ppm) Pb (ppm) Zn (ppm) AuEq (g/t) GD-24-249 Interval 89.00 91.95 2.95 1.71 0.73 0.01 0.00 0.01 1.72 GD-24-283 Interval 527.50 530.15 2.65 0.35 0.52 0.00 0.00 0.01 0.37 GD-24-283 Interval 534.00 536.00 2.00 0.93 1.05 0.01 0.00 0.12 0.98 GD-21-09 Interval 136.50 139.21 2.71 0.29 1.37 0.00 0.01 0.02 0.32 Table 4: Collar information for drill holes from the 2025 re-logging program reported in this news release. Hole ID CRS Northing (m) Easting (m) Elevation (m) Azimuth (deg) Dip (deg) Length (m) GD-21-09 NAD83 / UTM zone 9N 6163076 457510 1657 140 62 388 GD-24-283 NAD83 / UTM zone 9N 6162756 457363 1506 135 55 650 GD-24-249 NAD83 / UTM zone 9N 6162560 457938 1138 10 80 396 Surebet Discovery Highlights 32 out of 34 holes (or 94%) drilled thus far in 2025 contain gold visible to the naked eye and a 100% hit rate of drill holes have intersected substantial quartz-sulphide mineralization. 60 out of 64 holes (or 94%) drilled in 2024 contained gold visible to the naked eye up to 11.5 mm (7/16 inches) in size, all of which returned high-grade gold. The best hole drilled to date is GD-24-260 previously reported from the Bonanza Zone assayed 34.52 g/t AuEq (34.47 Au and 3.96 Ag) over 39.00 meters, including 132.93 g/t AuEq (132.78 Au and 12.98 Ag) over 10.00 meters, and 166.04 g/t AuEq (165.84 Au and 16.07 Ag) over 8.00 meters (see news release dated January 13, 2025). The best hole drilled to date from the RIRG Eocene-aged dykes is GD-22-58 that assayed 12.03 g/t AuEq (11.84 g/t Au and 15.61 g/t Ag) over 10.00 meters including 19.91 g/t AuEq (19.62 g/t Au and 25.61 g/t Ag) over 6.00 meters, including 23.82 g/t AuEq (23.47 g/t Au and 30.54 g/t Ag) over 5.00 meters, plus a second separate interval down hole of 8.59 g/t AuEq (8.35 g/t Au and 20.74 g/t Ag) over 5.00 meters (see news release dated March 13, 2025). The best hole drilled to date from the third distinct rock package consisting of calc-silicate altered breccia is GD-24-280 that assayed 8.31 g/t Au over 23.00 meters, including 15.69 g/t Au over 11 meters, including 37.45 g/t Au or 1.20 oz/T over 4 meters within the Bonanza Zone (see news July 7, 2025). Multiple gently-dipping gold-mineralized stacked veins have been identified every year on the Surebet high-grade gold discovery. Recent discoveries include RIRG Eocene-aged dykes, Goldilocks Zones where the veins and vertical RIRG dykes crosscut (which are characterized by having high-grade gold in two temperature regimes) and recently discovered high-grade gold in a third distinct rock package. Which continuously increase the potential tonnage and gold content of the high-grade gold system at the Surebet discovery. A total of 12 stacked gently dipping high-grade gold veins extend for 1.2 kilometers at the Surebet discovery, have been enhanced by four high-grade RIRG Eocene-aged dykes that are up to 25 meters wide and exposed along strike at surface for up to 1,500 meters have been discovered and modelled to date (see news release dated June 23, 2025). The footprint of the mineralization discovered to date at Surebet is 1.8 km2, the equivalent in size to >336 NFL football fields and remains open in all directions. Thanks to the mountainous topography, mineralization in the veins is exposed on the surface for 2.1 km of strike (1.0 km on the south slope and 1.1 km on the north slope) with a vertical relief of 700 meters. A study completed by the Colorado School of Mines confirms a new interpretation of the ore forming process of high-grade gold mineralization at Surebet and outlines a common magmatic source for the high-grade gold system, now in three distinct rock packages. Which gives the Surebet discovery tremendous untapped discovery potential to increase tonnage and gold content in the various known rock package. Until this study, researchers and explorers in the Golden Triangle had not recognized the high-grade gold discovery potential in the Eocene-aged RIRG dykes (see news release March 13, 2025), which is showing the potential that these discoveries could be a geological breakthrough in the Golden Triangle of British Columbia. Goliath has drilled a total of 92,000 meters with over 400 pierce points on the Golddigger property between 2021 and 2024, which culminated in the updated geologic model used for this year's drill planning. The Surebet Discovery has predictable continuity and very good metallurgy with gold recoveries of 92.2% from gravity and flotation at a 327-micrometer crush including 48.8% free gold recovery from gravity alone (no cyanide required to recover the gold). The metallurgy completed to date shows a benign rock composition without deleterious elements (see news release March 1, 2023). Based on positive grassroots exploration and drill results in recent years, Goliath significantly increased its land package from 66,608 hectares to 91,518 hectares (226,146 acres) and now controls 56 kilometers of key terrain of the Red Line geologic trend providing for additional upside discovery potential. The Golddigger Property is located on tidewater with a barge route to Prince Rupert (190 km south) and close to infrastructure including the town of Kitsault adjacent to a permitted mine site on private property. About Golddigger Property The Golddigger Property is 100% controlled and covers an area of 91,518 hectares in a highly prospective geological setting of the Eskay Rift, within 3 kilometers of the Red Line in the Golden Triangle of British Columbia. This area, in close proximity to the Red Line, has hosted some of Canada's greatest gold mines including Eskay Creek, Premier and Snip. Other significant and well-known deposits in the Golden Triangle include Brucejack, Copper Canyon, Galore Creek, Granduc, KSM, Red Chris, and Schaft Creek. Goliath controls 56 kilometers of the Red Line which is a geologic contact between Triassic age Stuhini rocks and Jurassic age Hazelton rocks used as key markers when exploring for gold-copper-silver mineralization. The Surebet discovery has predictable continuity and excellent metallurgy with gold recoveries from gravity and flotation at a 327-micrometer crush of 92.2% including 48.8% free gold from gravity alone (no cyanide required to recover the gold). The metallurgy completed to date shows no deleterious elements are present (see news release dated March 1, 2023). The Property is in an excellent location in close proximity to the communities of Alice Arm and Kitsault where there is a permitted mill site on private property. It is situated on tide water with direct barge access to Prince Rupert (190 kilometers via the Observatory inlet/Portland inlet). The town of Kitsault is accessible by road (190 kilometers from Terrace, 300 kilometers from Prince Rupert) and has a barge landing, dock, and infrastructure capable of housing at least 300 people, including high-tension power. Additional infrastructure in the area includes the Dolly Varden Silver Mine Road (only 7 kilometers to the East of the Surebet discovery) with direct road access to Alice Arm barge landing (18 kilometers to the south of the Surebet discovery) and high-tension power (25 kilometers to the east of Surebet discovery). The city of Terrace (population 16,000) provides access to railway, major highways, and airport with supplies (food, fuel, lumber, etc.), while the town of Prince Rupert (population 12,000) is located on the West Coast of British Columbia and houses an international container seaport also with direct access to railway and an airport. About CASERM (Center to Advance the Science of Exploration to Reclamation in Mining) Goliath Resources is a paying member and active supporter of the Center to Advance the Science of Exploration to Reclamation in Mining (CASERM), which is one of the world's largest research centers in the mining sector. CASERM is a collaborative research venture between Colorado School of Mines and Virginia Tech that is supported by a consortium of mining and exploration companies, analytical instrumentation and software companies, and federal agencies aiming to transform the way geoscience data is acquired and used across the mining value chain. The center forms part of the I-UCRC program of the National Science Foundation. Research focuses on the integration of diverse geoscience data to improve decision making across the mine life cycle, beginning with the exploration for subsurface resources continuing through mine operation as well as closure and environmental remediation. Over the past three years, Goliath Resources' membership in CASERM has allowed a high level of research to be performed on the Surebet Discovery. Qualified Person Rein Turna P. Geo is the qualified person as defined by National Instrument 43-101, for Goliath Resource Limited projects, and supervised the preparation of, and has reviewed and approved, the technical information in this release. Mr. Turna is an Independent Director of the Company. About Goliath Resources Limited Goliath Resources is an explorer of precious metals projects in the highly prospective Golden Triangle of Northwestern British Columbia. All of its projects are in high quality geological settings and geopolitical safe jurisdictions amenable to mining in Canada. Goliath is a member and active supporter of CASERM which is an organization that represents a collaborative venture between Colorado School of Mines and Virginia Tech. Goliath has embarked on its largest drill campaign to date that is fully funded for up to 60,000 meters in total during 2025. The Company's key strategic cornerstone shareholders include Crescat Capital, a Global Commodity Group (Singapore), McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), Waratah Capital Advisors, Mr. Rob McEwen, Mr. Eric Sprott and Mr. Larry Childress. For more information please contact: Goliath Resources Limited Mr. Roger Rosmus Founder and CEO Tel: +1.416.488.2887roger@ reader is cautioned that grab samples are spot samples which are typically, but not exclusively, constrained to mineralization. Grab samples are selective in nature and collected to determine the presence or absence of mineralization and are not intended to be representative of the material sampled. Oriented HQ-diameter or NQ-diameter diamond drill core from the drill campaign is placed in core boxes by the drill crew contracted by the Company. Core boxes are transported by helicopter to the staging area and then transported by truck to the core shack. The core is then re-orientated, meterage blocks are checked, meter marks are labelled, Recovery and RQD measurements taken, and primary bedding and secondary structural features including veins, dykes, cleavage, and shears are noted and measured. The core is then described and transcribed in MX DepositTM. Drill holes were planned using Leapfrog GeoTM and QGISTM software and data from the 2017-2024 exploration campaigns. Drill core containing quartz breccia, stockwork, veining and/or sulphide(s), or notable alteration is sampled in lengths of 0.5 to 1.5 meters. Core samples are cut lengthwise in half: one-half remains in the box and the other half is inserted in a clean plastic bag with a sample tag. The bagged samples are then weighed and secured with a zip tie. Certified reference materials (CRMs), blanks and duplicates are added in the sample stream at a rate of 10%. To ensure analytical anonymity, CRM identification labels are removed prior to submission to the laboratory. Additional out-of-sequence blanks are introduced immediately following core samples that contain visible gold or high-grade sulphide mineralization. Grab, channels, chip and talus samples were collected by foot with helicopter assistance. Prospective areas included, but were not limited to, proximity to MINFile locations, placer creek occurrences, regional soil anomalies, and potential gossans based on high-resolution satellite imagery. The rock grab and chip samples were extracted using a rock hammer, or hammer and chisel to expose fresh surfaces and to liberate a sample of anywhere between 0.5 to 5.0 kilograms. All sample sites were flagged with biodegradable flagging tape and marked with the sample number. All sample sites were recorded using hand-held GPS units (accuracy 3-10 meters) and sample ID, easting, northing, elevation, type of sample (outcrop, subcrop, float, talus, chip, grab, etc.) and a description of the rock were recorded on all-weather paper. Samples are then inserted in a clean plastic bag with a sample tag for transport and shipping to the geochemistry lab. QA/QC samples including blanks, certified reference materials, and duplicate samples are inserted regularly into the sample sequence at a rate of 10%. All samples are transported in rice bags sealed with numbered security tags. The rice bags are transported from the core shacks to the MSALABS facilities in Terrace, BC. MSALABS is certified with both AC89-IAS and ISO/IEC Standard 17025:2017. The core samples undergo preparation via drying, crushing to ~70% of the material passing a 2 mm sieve and riffle splitting. The sample splits are weighed and transferred into three plastic jars, each containing between 300 g and 500 g of crushed sample material. A 250 g split is pulverized to ensure at least 85% of the material passes through a 75 µm sieve. The crushed samples are transported to the MSALABS PhotonAssayTM facility in Prince George, where gold concentrations are quantified via photon assay analysis (method CPA-Au1). Samples that result in gold concentrations ≥5 ppm are analyzed to extinction. Photon assay uses high-energy X-rays (photons) to excite atomic nuclei within the jarred samples, inducing the emission of secondary gamma rays, which are measured to quantify gold concentrations. The assays from all jars are combined on a weight-averaged basis. Multielement analyses are carried at the MSALABS facilities in Surrey, BC, where 250 g of pulverized splits are analyzed via ICF6xx and IMS-230 methods. The IMS-230 method uses 4-acid digestion (a combination of hydrochloric, nitric, perchloric and hydrofluoric acids) followed by inductively coupled plasma emission spectrometry to quantify concentrations of 48 elements. Samples with over-limit results for Ag, Cu, Pb and Zn undergo ore-grade analysis via the ICF-6xx method (where 'xx' denotes the target metal). This method employs 4-acid digestion followed by inductively coupled plasma emission spectrometry. Widths are reported in drill core lengths and the true widths are estimated to be 80-90% and Gold Equivalent (AuEq) metal values are calculated using: Au 2797.16 USD/oz, Ag 31.28 USD/oz, Cu 4.25 USD/lbs, Pb 1955.58 USD/ton and Zn 2750.50 USD/ton on January 31st, 2025. There is potential for economic recovery of gold, silver, copper, lead, and zinc from these occurrences based on other mining and exploration projects in the same Golden Triangle Mining Camp where Goliath's project is located such as the Homestake Ridge Gold Project (Auryn Resources Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Homestake Ridge Gold Project, prepared by Minefill Services Inc. Bothell, Washington, dated May 29, 2020). Here, AuEq values were calculated using 3-year running averages for metal price, and included provisions for metallurgical recoveries, treatment charges, refining costs, and transportation. Recoveries for Gold were 85.5%, Silver at 74.6%, Copper at 74.6% and Lead at 45.3%. It will be assumed that Zinc can be recovered with the Copper at the same recovery rate of 74.6%. The quoted reference of metallurgical recoveries is not from Goliath's Golddigger Project, Surebet Zone mineralization, and there is no guarantee that such recoveries will ever be achieved, unless detailed metallurgical work such as in a Feasibility Study can be eventually completed on the Golddigger Project. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange), nor the OTCQB Venture Market accepts responsibility for the adequacy or accuracy of this release. Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Goliath's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to, among other things, the ability of the Company to complete financings and its ability to build value for its shareholders as it develops its mining properties. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Goliath. Although such statements are based on management's reasonable assumptions, there can be no assurance that the proposed transactions will occur, or that if the proposed transactions do occur, will be completed on the terms described above. The forward-looking information contained in this release is made as of the date hereof and Goliath is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein. This announcement does not constitute an offer, invitation, or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal. The securities referred to herein have not been and will not be will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act'), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Hamilton Spectator
29 minutes 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
29 minutes 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.
