Turquoise Gold Corp. will acquire Prime Mining Corp. for approximately 449 million Canadian dollars.

Thorax Gold Resources Corporation will acquire all issued and outstanding common shares of Prime Mining Corporation. The equity valuation of Prime Mining Corporation in this transaction is approximately 449 million Canadian dollars. The acquirer will issue approximately 10.5 million shares of Thorax Gold Resources Corporation to the shareholders of Prime Mining Corporation. For every 1 share of Prime Mining Corporation stock held, shareholders will receive 0.060 shares of Thorax Gold Resources Corporation common stock. This transaction represents a 32.4% premium over the 30-day volume-weighted average price of Prime Mining Corporation stock. After the completion of the transaction, shareholders of Prime Mining Corporation will hold approximately 10.7% of Thorax Gold Resources Corporation. The transaction is expected to be completed in the second half of 2025, with the specific timing dependent on the progress of approval under Mexico's anti-monopoly law.