Torex Gold Resources Inc. (TXG) Earnings Call Transcript & Summary

Thank you for standing by. This is the conference operator. Welcome to Torex Gold's acquisition of Prime Mining Conference Call and Webcast. [Operator Instructions] The conference is being recorded. [Operator Instructions] I would now like to turn the conference over to Dan Rollins, Senior Vice President, Corporate Development; and Investor Relations at Torex Gold. Please go ahead.

Thank you, operator, and thanks to everyone for attending this morning's conference call to discuss the combination of Torex Gold and Prime Mining. In addition to myself, we have on the line today from Torex, Jody Kuzenko, President and CEO; and Andrew Snowden, CFO. From Prime Mining, we have Scott Hicks, CEO. All will be available for the Q&A session at the end of today's call. We have prepared a presentation to accompany today's conference call, which is available for viewing through the webcast and for download from the Torex and Prime Mining website. This conference call is being webcast and will be available for replay on our website. Before we begin, I would like to note that certain statements to be made today by the management team may contain forward-looking information. As such, please refer to the detailed cautionary note on Page 2 and Page 3 of today's presentation as well as those in the respective press releases published this morning regarding the transaction. I'll now turn the call over to Jody.

Thank you, Dan, and good morning to all on the line. As Dan mentioned, this morning, we're pleased to be joined by Scott Hicks to announce Torex's friendly acquisition of Prime Mining and its key assets, the Los Reyes Project in Sinaloa, Mexico. We're incredibly excited about this opportunity and the significant upside this will offer to both Torex and Prime shareholders. This transaction can definitely be described by both companies as the right deal at the right time. Before getting into the details of the transaction, I wanted to give Scott Hicks, the CEO of Prime Mining, the opportunity to say a few words in opening on behalf of Prime.

Thank you very much, Jody. This is a great day for Prime shareholders and an incredibly exciting transaction for both companies. I'd like to take this opportunity to thank the Prime Mining team, Board of Directors and our other stakeholders for all of their outstanding contributions in getting the company to this point. I will speak more about the merits of the transaction for our shareholders later in the presentation. Jody?

Thanks, Scott. Now to dive into the details of the transaction, starting here on Slide 5. Los Reyes is a multimillion ounce gold and silver project located in Mexico, a jurisdiction where we have successfully worked since 2010. Building unrivaled expertise and operational excellence, project development, permitting and stakeholder engagement. As a high-quality exploration and development-stage assets, Los Reyes represents a unique opportunity for Torex to develop a high margin, low capital and long life operation in Mexico. Our extensive due diligence on this project has reinforced the scarcity of an asset of this quality, which is highly prospective with a number of mineralized zones and high potential targets identified by Scott and his team to date. Leveraging our strong balance sheet as well as our significant technical and operating experience, the development of Los Reyes is anticipated to be a key part of our medium-term growth story. Combined with our flagship asset, Morelos and the recently acquired exploration stage projects in both Nevada and Mexico from Reyna Silver, Los Reyes will diversify our asset base to ultimately contribute significantly to the creation of a high-quality, diversified gold, silver and copper producer. Turning now to Slide 6, which summarizes the transaction terms. The acquisition of Prime Mining is by way of a Plan of Arrangement with Torex shareholders owning 89.3% of the combined company and Prime shareholders holding the remaining 10.7%. Under the terms of the agreement, 0.06 Torex shares will be issued for each Prime share translating to a value of CAD 2.50 per share, representing an equity value of approximately CAD 449 million. This represents a premium of 32.4% based on Torex and Prime's 30-day VWAP prices on July 25, 2025, and 18.5% premium based on Torex and Prime's closing prices as of that date. The transaction is subject to customary court and regulatory approvals and will require the approval of 66 2/3% of Prime shareholder votes cast. The Board of Directors of both Torex and Prime have unanimously approved the arrangement, and Prime's Board recommends that shareholders vote in favor of the transaction. Prime's Board and management and largest shareholder Pierre Lassonde, have entered into voting and support agreements representing 23% of Prime's outstanding shares. The shareholder meeting materials, including the information circular will be mailed in September of '25 with the transaction expected to close later this year. Over now to Slide 7, we have outlined what we see as the key strategic benefits to Torex shareholders. The addition of Los Reyes further diversifies and complements the Torex asset base by adding a development stage asset in Mexico, which will greatly enhance our medium-term production profile. Leveraging our in-country expertise and project execution teams, we see significant upside for value creation via continued exploration and development of the property. Los Reyes currently holds a sizable mineral resource, providing material increase to our resource base and further diversification through increased silver exposure. Furthermore, Los Reyes large land package has a long mining history and remains highly prospective. There are a number of targets in the exploration growth pipeline for that property and mineralization remains open both along strike and dip. Importantly, the acquisition of Prime allows us to leverage our proven technical capabilities and strong track record developing projects in Mexico to generate value. In addition, our strong balance sheet and significant expected free cash flow are expected to fund Los Reyes through to production while remaining free cash flow positive. Finally, the acquisition of Prime further broadens our shareholder base and as a key strategic shareholder in Pierre Lassonde. Now, I'll turn the call back over to Scott to review the benefits and rationale for the Prime shareholders.

Thanks, Jody. On Slide 8, we have summarized what we believe are significant benefits to Prime Mining shareholders through this combination. Our shareholders are receiving an immediate and attractive premium of 32.4% based on Torex and Prime's 30-day VWAP closing prices on July 25, 2025, and 18.5% based on Torex and Prime's closing share price on Friday. Once closed, Prime shareholders will own 10.7% of the combined company and gain exposure to the world-class Morelos Complex, the largest gold-producing asset in Mexico. This not only provides asset diversification, but commodity diversification through a meaningful exposure to copper. In addition, Prime shareholders will have the opportunity to participate in the future upside potential of 3 key areas: first, value rerating of the Los Reyes project within Torex's portfolio; second, anticipated growth projects at Morelos beyond Media Luna, including substantial prospective exploration areas; and finally, Torex's recently announced proposal to acquire exploration projects from Reyna Silver. With a strong balance sheet and a highly experienced team, Torex has the financial capacity, technical capability and in-country expertise to advance Los Reyes, unlocking its full potential. Furthermore, Torex's size and scale provides for an enhanced capital markets profile via increased market presence, analyst coverage, investor demand and trading liquidity. With that, I'll now hand the call back to Jody.

Thanks, Scott. Moving on to Slide 9 here, we wanted to provide an overview of the Los Reyes project. The project is located approximately 40 kilometers from the town of Cosala in Sinaloa, which is about 180 kilometers from the major city of Mazatlan. The project includes a land package that covers over 6,250 hectares. The property is located in the prolific Sierra Madre Occidental mining camp, which hosts a number of mining operations, including First Majestic San Dimas mine and Vizsla Silver's Panuco project. Los Reyes has historical production dating back to the 1700s with approximately 1 million ounces of gold and 60 million ounces of silver produced through that time. Due to its location, the project has excellent access to infrastructure. This access has facilitated exploration activities and is key to the work that Prime has conducted to date. Substantial exploration has been done at the property, both by previous owners and by Prime. When Prime acquired the sites back in 2019, a total of 50,000 meters had already been drilled. The team then went on to drill over another 220,000 meters more. A maiden resource was announced in 2020, and 2 subsequent resource estimates were announced in 2023 and '24, each significantly larger than the prior estimate. Over to Slide 10, we can see the block model of the latest mineral resource estimate at Los Reyes. The project itself is a large structurally controlled epithermal system with multiple mineralized Northwest, Southeast striking structures. The resource has 3 main mineralized trends Guadalupe, Z-T and Central, which you can see depicted there on the slide, which has been the main focus of exploration activities to date. Each trend remains open along strike with upwards of 4 kilometers of undrilled strike length already identified. While the majority of the known mineralization lies along the 3 main trends, exploration work at the property has identified [Audio Gap] targets known as generative targets. These include Las Primas, Fresnillo and Mariposa, which will be tested in future drilling programs. Turning to Slide 11, where we show the current mineral resource estimate at Los Reyes. In total, the latest mineral resource estimate delineated 1.5 million ounces of gold and 54 million ounces of silver in the indicated category plus an additional 500,000 ounces of gold and 22 million ounces of silver in the inferred category. The majority of the resource is amenable to be treated via conventional milling, which will be the focus for us as the advance Los Reyes towards the preliminary economic assessment with a target date of mid-2026. Slide 12 sets out a high-level plan of how Los Reyes is expected to be advanced over the next few years. Upon closing and assuming improved security conditions, our plan is to resume drilling with a focus on expanding and upgraded resources and deploy our Torex exploration systems to prioritize future drilling. Leveraging the controls and security processes we have in place at Morelos; we will look to reestablish drilling at Los Reyes with any restart predicated, of course, on our ability to keep our people safe. Given the advanced stage of drilling and sizable resource, we expect to kick off advanced engineering activities for Los Reyes next year to evaluate mining and construction and execution aspects of the plan, leveraging our experience in the exploration and development of Morelos. Following the expected completion of a PEA in mid-2026, we will look to advance Los Reyes through the feasibility study phases to construction and then into production. We plan to replicate the same approach and skill sets and focus on those local communities at Los Reyes that we continue to successfully deploy at Morelos. Moving on to Slide 13. You can see that with the acquisition of both Reyna Silver and Prime Mining, our exploration pipeline will be significantly enhanced, creating a diversified portfolio of projects at all stages of development. We intend to continue exploration work at Los Reyes with a focus on expanding and upgrading the resource while simultaneously conducting initial drill testing at Batopilas and Medicine Springs in Nevada, continuing to advance target definition work at Gryphon in Nevada and Guigui in Chihuahua. To include -- to conclude here on Slide 14, the acquisition of Prime Mining and Reyna Silver signal really the start of a new and exciting chapter for Torex. We will continue to deliver operationally at Morelos while leveraging our technical financial and in-country capabilities to surface value across our now diversified portfolio with the addition of several exciting development and exploration stage properties in Sinaloa, in Chihuahua, in Nevada and of course, the home of our flagship asset in Guerrero, Mexico. With all of that said, operator, I'm now happy to open up the line for questions.

[Operator Instructions] The first question comes from Michael Siperco with RBC Capital Markets.

Congratulations on the transaction. A couple of questions for you on, maybe the development time line. I know it's early. I know we're pre-PEA, but can you maybe give a high-level outline of how you see Los Reyes fitting into your growth profile over the next couple of years, just a sort of indicative time line and the major steps on the way there?

Michael, Jody here. Thanks for the congratulations. We're pretty happy with the deal ourselves. In terms of development time line, it's pretty early to say. What I will say is that we've targeted mid-2026 for putting out a PEA depending on how we decide to develop the assets, its -- one of the features of the asset is that it's got optionality in terms of whether we take it from an open pits or underground and how we sequence those. Once we make those decisions, then we'll have a better handle on how long it will take to move through PFS then to FS and then into construction. Wrapped into that will be considerations around community engagement, [indiscernible] engagements and the permitting time lines. And so I don't want to be giving out calendar dates yet. But once we have the PEA in place mid next year, we'll certainly update the market on when you can expect to these, this to be folded into the Torex pipeline.

And maybe just a follow-up, and that was sort of my next question, given, I suppose, permitting challenges, how are you looking at the balance between open pit and underground? And I guess the secondary question is, is that the primary question informing what we should expect out of the PEA in '26?

Yes, I don't think so. As we sit down to examine the PEA, we will optimize for economics first and then permitting considerations just in second or third. The open-pit mining permit situation in Mexico as the listeners will know is in a bit of a state of question at the moment. I think it's trending in the right direction. We had the mining minister here at PDAC earlier this year, talking about the idea that the open pit mining ban is off the table. Permits have been granted to open pit mining assets. We saw Heliostar get 1 last week. Our own EPO was permitted just last week from a MIA modification perspective, and so there is some movement in the permitting landscape in Mexico, and we're optimistic about that. And so what I will say overall is that while permitting will be a consideration in how we design this mine, we'll optimize for economics and value to shareholders first.

The next question comes from Eric Winmill with Scotiabank.

Jody and team and Scott, nice to see the deal today. Question, maybe just to follow up on the open pit versus underground. Do you see a situation where this project could be developed as an underground only?

Look, Eric, it's too early to take any options completely off the table. Our early information is that up to 2 million ounces can be mined underground only. And so when I talk about optionality associated with this project, it really is attractive in a number of different ways. And so too early to take that option off the table. It could very well be that.

Okay. Great. And yes, understanding it's still early until the PEA comes out. Maybe just another question. Obviously, water is always a big issue in Mexico. Any comments here on water sources that have been identified to date?

The water source is available to the project have been in place to support the drilling. Scott and his team had 6 rigs on site and water has been available to support that and per the permitting process, as we get into the development stages of project, we will, of course, negotiate with the government and CONAGUA and the water authorities to get the appropriate concessions granted as we move through the process here. We don't expect it to be a key impediment.

[Operator Instructions] The next question comes from Don DeMarco with National Bank.

Jody, for those that are trying to get up to speed on the exploration potential at Los Reyes, can you add a little more color on the different categories of potential resource accretion? Like is there a potential to expand that 2 million ounces you have as a resource right now, 2 million ounces gold plus and silver? Or are there other kind of more greenfield in nature? So if you could kind of speak to both of those would be appreciated.