Ms. Jody Kuzenko reports

TOREX GOLD ANNOUNCES COMPLETION OF PRIME MINING ACQUISITION

Torex Gold Resources Inc. has completed the previously announced plan of arrangement to acquire all of the issued and outstanding common shares of Prime Mining Corp. (All amounts expressed are in United States dollars unless otherwise stated.)

Jody Kuzenko, president and chief executive officer of Torex, stated:

"We have now concluded our acquisition of Prime Mining, which adds the advanced stage Los Reyes development project in Sinaloa, Mexico, to our portfolio of assets -- a highly prospective, high-grade gold and silver deposit. With our track record of success operating in Mexico, together with a highly skilled projects team and strong balance sheet, we are solidly positioned to unlock the full potential of Los Reyes as we advance it through development and into production over the coming years.

"Since announcing the transaction, our team has been focused on ensuring a smooth transition in order to leverage the excellent work completed by the Prime Mining team and set the foundation for delivering a preliminary economic assessment on Los Reyes by mid-2026. With indicated resources of approximately 1.5 million ounces (Moz) of gold and 54.0 Moz of silver, inferred resources of 538,000 ounces (oz) of gold and 21.6 Moz of silver, and exploration upside to be daylighted through additional drilling, Los Reyes will be an excellent addition to the company's growing asset base.

"Los Reyes complements the suite of assets in Nevada, USA, and Chihuahua, Mexico, that were added to our portfolio earlier this year through the acquisition of Reyna Silver. Together, these acquisitions support our goal of becoming a diversified, Americas-focused, precious metals producer with a portfolio of operating, development and exploration stage assets. With our flagship asset firing on all cylinders and robust free cash flow expected for the foreseeable future, it's the perfect time to take on the development of our next project outside Morelos as we focus on continuing to deliver superior value to our shareholders for decades to come."

Pursuant to the terms of the transaction, Prime Mining shareholders are entitled to receive 0.06 Torex common share for each Prime Mining common share exchanged at closing of the transaction, representing an aggregate of approximately 10.2 million Torex shares as consideration for their Prime Mining shares. Following completion of the transaction, former Prime Mining shareholders own approximately 10.6 per cent of the issued and outstanding Torex shares, on a non-diluted basis. Full details of the transaction are included in Prime Mining's management information circular dated Aug. 25, 2025, which can be found under Prime Mining's profile on SEDAR+.

The Prime Mining shares are expected to be delisted from the Toronto Stock Exchange and to cease trading on the OTCQX and the Frankfurt Stock Exchange within two to three business days following the date hereof. Torex is in the process of applying for Prime Mining to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate Prime Mining's public reporting requirements.

Prime Mining shares held in on-line trading accounts or in brokerage accounts will update automatically to reflect the receipt of Torex shares, generally within two weeks of closing. Registered Prime Mining shareholders who hold physical share certificates or direct registration system DRS advice must complete, sign and return the letter of transmittal, along with the share certificate(s) or DRS statement(s), to Computershare Investor Services Inc., the depositary for the transaction, in accordance with the instructions in the letter of transmittal, in order to receive their Torex shares. Additional information regarding the process for receiving Torex shares is available by contacting Computershare by telephone at 1-800-564-6253 (Canada and the United States) or 1-514-982-7555 (international) or by e-mail at corporateactions@computershare.com.

CIBC World Markets Inc. acted as exclusive financial adviser to Torex and Cassels Brock & Blackwell LLP acted as Torex's legal adviser. Trinity Advisors Corp. acted as financial adviser 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 acted as Prime Mining's legal adviser.

(i) Prime Mining's current mineral resource estimate includes 49.0 million tonnes of indicated resources (1,491,000 ounces contained Au at 0.95 gram per tonne and 54.00 million ounces contained Ag at 34.2 g/t) and an additional 17.2 million tonnes of inferred resources (538,000 ounces contained Au at 0.97 g/t and 21.56 million ounces contained Ag at 39.0 g/t) and has an effective date of Oct. 15, 2024. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Additional information, including with respect to key assumptions, parameters and methods used to estimate mineral resources, is available in Prime Mining's amended and restated technical report entitled, "The Los Reyes Project, Mexico" with a report date of June 27, 2025, and an effective date of Oct. 15, 2024, a copy of which is available under Prime Mining's profile on SEDAR+.

Qualified person

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, PGeo, former executive vice-president of exploration with Prime Mining immediately prior to its acquisition by Torex, who is a qualified person as defined in National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

About Torex Gold Resources Inc.

Torex Gold Resources is a Canadian mining company engaged in the exploration, development and production of gold, copper and silver from its flagship Morelos complex in Guerrero, which is currently Mexico's largest single gold producer. The company also owns the advanced stage Los Reyes gold-silver project in Sinaloa, Mexico, and recently acquired a portfolio of early stage exploration properties, including the Batopilas and Guigui projects in Chihuahua, Mexico, and the Gryphon and Medicine Springs projects in Nevada, United States.

The company's key strategic objectives are to: deliver Media Luna to full production and build EPO; optimize Morelos production and costs; grow reserves and resources; pursue disciplined growth and capital allocation; retain and attract best industry talent; and be an industry leader in responsible mining. In addition to realizing the full potential of the Morelos property, the company continues to seek opportunities to acquire assets that enable diversification and deliver value to shareholders.

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