New York-based Marlin Sams Fund, which owns 4.1% of Torex, said Monday, "we are gravely concerned that weak corporate governance threatens to undermine [Torex's] recent operating and financial success".
These concerns led to an internal review of the Torex board, which revealed the two companies had three directors in common, including Terrance MasGibbon, who is chairman of both companies.
Torex reiterated its use of best practice governance policies, saying there were no circumstances which would interfere with the execution of a director's fiduciary responsibility.
Torex emphasised its long-term strategy was to develop a sustainable multi-asset mining business by executing operationally in order to generate strong free cash flow from El Limon Guajes, by advancing, de-risking and bringing Media Luna successfully into production, and by delivering the full potential of its Muckahi mining system.
It did say that in the context of the company's long-term strategy of developing a sustainable, multi-asset, mining business, it regularly assessed a range of alternatives that might include transactions that fit Torex's stringent criteria, "provided such a transaction is accretive to shareholder value on a per share basis".
"Torex is not in dialogue with or considering an acquisition or transaction with TMAC Resources Inc."
Torex shares trading in Toronto (TXX:TXG) rose 0.23% or C4c to $17.18 on Thursday, after trading in a 12-month range of $9.83-$21.91. Torex has a market value of $1.5 billion.