Torex Gold Bolsters Mexican Presence with Prime Mining Acquisition, Unlocking Los Reyes Gold-Silver Potential

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Torex Gold Resources Inc. (TSX: TXG) has officially completed its acquisition of Prime Mining Corp. (TSX: PRYM), significantly expanding its gold and silver footprint in Mexico with the addition of the advanced-stage Los Reyes project in Sinaloa. The strategic move, finalized on October 22, 2025, positions Torex Gold to further its growth as a diversified, Americas-focused precious metals producer, leveraging its established operational expertise in the region.

The Los Reyes project is a key asset, boasting substantial indicated resources of approximately 1.5 million ounces of gold and 54.0 million ounces of silver, alongside inferred resources of 538,000 ounces of gold and 21.6 million ounces of silver. This acquisition materially enhances Torex Gold's overall resource base and diversifies its portfolio with increased silver exposure. Jody Kuzenko, President and CEO of Torex Gold (TSX: TXG), highlighted that the Los Reyes project presents a unique opportunity for a high-margin, low-capital, and long-life operation within a familiar jurisdiction. The company plans to advance the project through development, aiming for a preliminary economic assessment by mid-2026, and intends to utilize its in-country project development team and strong financial position to fund its progression. The acquisition was an all-share deal, with former Prime Mining shareholders now owning approximately 10.6% of Torex Gold on a non-diluted basis.

The Strategic Play: Details of the Acquisition

Torex Gold Resources Inc. (TSX: TXG) officially finalized its acquisition of Prime Mining Corp. (TSX: PRYM) through a plan of arrangement on October 22, 2025. This strategic integration aims to significantly enhance Torex Gold's asset base in Mexico by bringing Prime Mining’s Los Reyes gold-silver project into its fold.

Under the terms of the Arrangement Agreement, Prime Mining shareholders received 0.060 of a common share of Torex Gold for each Prime Mining share held. This exchange ratio translated to a price of C$2.57 per Prime Mining share, based on Torex’s closing share price on July 25, 2025. The total equity value for Prime Mining was approximately C$449 million (US$327 million). This consideration offered a substantial premium to Prime Mining shareholders: a 32.4% premium to the 30-day volume-weighted average price (VWAP) of Prime Mining shares, and an 18.5% premium to its closing price on the Toronto Stock Exchange (TSX) as of July 25, 2025. Upon completion, Torex Gold issued approximately 10.2 million to 10.5 million new shares, resulting in former Prime Mining shareholders owning roughly 10.6% to 10.7% of Torex Gold on a non-diluted basis.

The timeline leading up to this significant event began on July 28, 2025, when Torex Gold and Prime Mining jointly announced their definitive Arrangement Agreement. Key milestones included Prime Mining securityholders overwhelmingly approving the transaction on September 9, 2025, followed by the necessary Mexican antitrust approval on October 3, 2025, and a final order from the Supreme Court of British Columbia on October 6, 2025. The transaction culminated in its completion on October 22, 2025, after which Prime Mining shares are expected to be delisted from the TSX, OTCQX, and Frankfurt Stock Exchange.

Key players in this deal included Jody Kuzenko, President and CEO of Torex Gold (TSX: TXG), who championed the Los Reyes project as a high-quality asset in a familiar jurisdiction. Scott Hicks, CEO and Director of Prime Mining (TSX: PRYM), highlighted the substantial value enhancement for both companies' shareholders. Financial advisory for Torex Gold was provided by CIBC World Markets Inc., with legal counsel from Cassels Brock & Blackwell LLP. Trinity Advisors Corporation served as financial advisor to Prime Mining, with BMO Nesbitt Burns Inc. providing a fairness opinion and Blake, Cassels & Graydon LLP as legal counsel. Initial market reactions have been generally favorable, acknowledging the strategic benefits of consolidation and diversification within the precious metals sector. The acquisition is seen as de-risking the development of Los Reyes by leveraging Torex's technical capabilities and robust financial position.

Winners and Losers: Market Repercussions

The acquisition of Prime Mining (TSX: PRYM) by Torex Gold (TSX: TXG) on October 22, 2025, reshapes the landscape for several entities within the precious metals sector, creating clear winners and presenting nuanced impacts for others.

Torex Gold (TSX: TXG): A Clear Winner Torex Gold stands to be the primary beneficiary. The Los Reyes project significantly enhances its asset base, adding approximately 1.5 million ounces of gold and 54.0 million ounces of silver in Indicated resources, alongside substantial Inferred resources. This materially diversifies Torex’s portfolio beyond its Morelos Complex, aligning with its strategy to become a diversified, Americas-focused precious metals producer. Leveraging its extensive operational and development expertise in Mexico, Torex is well-positioned to efficiently advance Los Reyes, aiming for a Preliminary Economic Assessment (PEA) by mid-2026. This move also strengthens Torex’s long-term growth potential with a high-margin, low-capital, and long-life operation, potentially increasing its appeal in capital markets.

Former Prime Mining Shareholders: Realizing Value Former shareholders of Prime Mining (TSX: PRYM) are also positioned as winners. The all-share transaction provided a significant premium of 32.4% to Prime Mining’s 30-day volume-weighted average price prior to the announcement. By receiving Torex Gold shares, these shareholders now own approximately 10.6% of Torex (TSX: TXG), allowing them to participate in the future upside of Los Reyes under a larger, more financially robust operator, while also gaining exposure to Torex’s existing cash-flowing operations. Prime Mining itself, as an independent entity, ceases to exist, with its shares expected to be delisted.

Other Gold/Silver Mining Companies: Mixed Impacts The ripple effects extend to other gold and silver mining companies. For those with similar advanced-stage exploration or development assets in Mexico, the acquisition could be a positive signal. It underscores the strategic value of such projects and could lead to increased investor interest or higher valuations for comparable assets, potentially stimulating further M&A activity in the region. Companies like MAG Silver Corp. (TSX: MAG) or Equinox Gold Corp. (TSX: EQX), with Mexican exposure, might see renewed focus on their development pipelines.

Conversely, for companies that might have been potential suitors for Prime Mining or similar assets, the pool of available, high-quality projects may have shrunk, potentially leading to increased competition for remaining opportunities or higher acquisition costs. The strengthened presence of Torex Gold (TSX: TXG) in Mexico could also intensify competition for talent, capital, and permitting resources, particularly for smaller mining companies seeking to develop projects in the same jurisdiction.

A Strategic Consolidation in the Evolving Mexican Mining Landscape

Torex Gold's (TSX: TXG) acquisition of Prime Mining (TSX: PRYM) and its Los Reyes project, finalized on October 22, 2025, is more than just a corporate transaction; it's a significant indicator of broader trends and challenges within the global gold and silver mining industry, particularly in Mexico. This strategic move highlights the ongoing consolidation within the sector, driven by record-high precious metal prices and the imperative for major producers to replenish reserves and achieve economies of scale.

The acquisition fits squarely within a landscape where companies are increasingly seeking to acquire advanced-stage projects like Los Reyes to secure long-term growth and diversify their portfolios. With gold prices experiencing sustained strength and silver seeing significant demand, the economic viability of such projects is enhanced, making them attractive targets. For Torex, Los Reyes represents a high-margin, low-capital, and long-life opportunity that leverages its existing expertise in Mexico, further solidifying its strategy to become a diversified, Americas-focused precious metals producer.

The ripple effects are noteworthy. Competitors, particularly other mid-tier and major gold and silver producers with operations or interests in Mexico, may be prompted to re-evaluate their own growth strategies. This could lead to intensified exploration efforts or a heightened pursuit of other acquisition targets to maintain competitive positioning. For partners, whether suppliers, contractors, or joint venture participants, the integration of Los Reyes under Torex’s management could lead to expanded opportunities or, conversely, a need to adapt to new operational procedures and strategic priorities.

However, the acquisition unfolds against a backdrop of evolving and sometimes challenging regulatory and policy implications in Mexico. Recent legislative changes, particularly the May 2023 Mining Law reforms, have introduced stricter environmental obligations, reduced concession terms, and abolished the preferential nature of mining concessions, requiring direct negotiations with landowners. Furthermore, President Claudia Sheinbaum’s administration, as of June 23, 2025, has maintained a moratorium on new mining concessions and is reviewing a controversial proposal to ban open-pit mining – a method crucial for many operations, including potentially Los Reyes. While Torex's acquisition of an existing, advanced-stage project mitigates some risks associated with the moratorium, the company will need to skillfully navigate these complex regulatory hurdles, increased taxes, and ongoing security concerns in certain regions.

Historically, the mining sector has seen numerous consolidation waves driven by similar factors: the pursuit of resource scarcity, economies of scale, and portfolio diversification. The $18 billion Barrick Gold (NYSE: GOLD) and Randgold Resources merger in 2018 or the recent surge in silver-specific M&A, such as First Majestic Silver (NYSE: AG) acquisition of Gatos Silver (NYSE: GATO) in 2024, exemplify this trend. Torex's move is a testament to the enduring value of high-quality assets in favorable jurisdictions, even amidst regulatory shifts, demonstrating a strategic adaptation to secure future production in a dynamic market.

The Road Ahead: Integration, Development, and Market Navigation

With the acquisition of Prime Mining (TSX: PRYM) and its Los Reyes project finalized on October 22, 2025, Torex Gold (TSX: TXG) embarks on a critical phase of integration and development that will define its future trajectory as a diversified precious metals producer. The coming months and years will be pivotal in unlocking the full potential of this strategic asset.

Short-Term Priorities and Possibilities: In the immediate future, Torex Gold's primary focus will be on the seamless integration of Prime Mining's operations and personnel, ensuring a smooth transition for the Los Reyes project. A key milestone to watch is the delivery of a Preliminary Economic Assessment (PEA) for Los Reyes by mid-2026. This study will be instrumental in refining the project's economic parameters, including capital expenditure estimates, production forecasts, and detailed metallurgical, geotechnical, and mine planning optimizations. Torex is also expected to continue and potentially expand the ongoing exploration efforts at Los Reyes, which had seen significant drilling by Prime Mining, to further define resources and identify new high-grade zones. The company’s robust balance sheet and strong free cash flow from its Morelos Complex will provide the necessary capital for these initial phases.

Long-Term Strategic Outlook: The Los Reyes project is envisioned as a cornerstone of Torex Gold’s long-term growth strategy. It is expected to become a new production asset, complementing Torex’s existing operations and the Media Luna project, which is nearing completion and anticipated to add significant gold-equivalent production by late March 2025. Los Reyes will add material silver exposure, diversifying Torex’s commodity mix beyond gold and copper. Described as having the potential for a high-margin, low-capital, and long-life operation, it aims to contribute to Torex’s sustained production profile for decades. This expansion aligns with Torex’s goal of becoming a more diversified, Americas-focused precious metals producer, leveraging its established expertise and infrastructure in Mexico.

Market Opportunities and Challenges: The favorable outlook for gold and silver prices presents a significant market opportunity, enhancing the profitability potential of Los Reyes. Successful integration and development could bolster investor confidence, leading to a positive re-rating of Torex’s stock as it demonstrates its ability to grow and diversify. However, substantial challenges persist. The regulatory and permitting environment in Mexico remains complex, with ongoing policy reviews, a moratorium on new concessions, and potential bans on open-pit mining. Security concerns in certain regions of Mexico also pose operational risks, as evidenced by a temporary pause in drilling at Los Reyes in early 2025. Torex will need to skillfully navigate these external factors, alongside inherent integration and development risks.

Potential Scenarios and Outcomes: The most favorable scenario sees Torex successfully integrating Los Reyes, delivering a robust PEA, and efficiently moving the project through development to production. This would result in increased gold and silver output, a diversified asset base, and enhanced cash flow, creating significant long-term shareholder value. Conversely, development delays, cost overruns, or adverse shifts in the Mexican regulatory landscape could impact project timelines and financial returns. Nevertheless, the substantial exploration upside at Los Reyes, if realized through additional drilling, could significantly expand its resource base and further enhance its economics, offering a strong upside potential for Torex Gold (TSX: TXG).

A New Chapter for Torex Gold: Strategic Growth and Future Watch

Torex Gold Resources Inc.’s (TSX: TXG) acquisition of Prime Mining Corp. (TSX: PRYM), finalized on October 22, 2025, marks a pivotal moment in the company’s strategic evolution, solidifying its position as a growing precious metals producer with an expanded footprint in Mexico. This transaction, centered on the promising Los Reyes gold-silver project, represents a calculated move to enhance Torex’s resource base, diversify its commodity exposure, and leverage its established operational expertise in a key mining jurisdiction.

Summary of Key Takeaways: The core takeaway is Torex Gold’s successful execution of a strategic acquisition that brings a significant, advanced-stage gold-silver development project into its portfolio. Los Reyes adds substantial Indicated and Inferred gold and silver resources, complementing Torex’s existing Morelos Complex and its Media Luna project. The all-share deal provided a significant premium to Prime Mining shareholders, who now gain exposure to a larger, more diversified company. For Torex, the acquisition underpins its long-term vision of becoming a diversified, Americas-focused precious metals producer, with Los Reyes poised to be a high-margin, low-capital, and long-life operation.

Assessment of the Market Moving Forward: The market is likely to view this acquisition as a positive step for Torex Gold (TSX: TXG), reinforcing its growth trajectory in a favorable precious metals price environment. It signals continued consolidation within the mining sector, driven by the need for resource replacement and operational efficiencies. For the Mexican mining landscape, Torex’s continued investment in an advanced-stage project like Los Reyes, despite regulatory complexities, could be interpreted as a cautious but optimistic outlook on the country’s mining potential. Former Prime Mining shareholders, now part of Torex, are positioned to benefit from the larger entity’s stability and development capabilities.

Final Thoughts on Significance and Lasting Impact: This acquisition is significant not just for the immediate boost to Torex’s resource base, but for its lasting impact on the company’s strategic direction. It demonstrates a disciplined approach to growth, systematically building a robust portfolio of assets across different development stages. The successful integration and development of Los Reyes will be crucial in establishing it as Torex’s next key production asset, providing long-term production continuity and shareholder value. This multi-acquisition strategy, including the earlier Reyna Silver deal, underscores Torex’s commitment to geographical and mineral diversification.

What Investors Should Watch For in Coming Months: Investors should closely monitor several key indicators. The most immediate is the delivery of the Preliminary Economic Assessment (PEA) for Los Reyes by mid-2026, which will provide critical insights into the project's economic viability and development pathway. Updates on integration progress and any further exploration drilling results at Los Reyes will also be important. Furthermore, continued attention should be paid to the evolving regulatory and permitting environment in Mexico, as well as the broader trends in gold and silver prices, which will directly influence Torex Gold’s (TSX: TXG) profitability and the project's overall economics. The successful ramp-up of the Media Luna project in late March 2025 will also be a crucial factor in Torex's overall performance and capacity to fund future growth.


This content is intended for informational purposes only and is not financial advice

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