TORONTO, ONTARIO--(Marketwired - Jun 1, 2017) - Torex Gold Resources Inc. (the "Company" or
"Torex") (TSX:TXG) is pleased to announce the signing of a binding commitment letter (the "Commitment
Letter") by its wholly-owned subsidiary Minera Media Luna, S.A. de C.V. with BNP Paribas Securities Corp., Commonwealth
Bank of Australia, ING Capital LLC and Société Générale (the "Joint Bookrunners") in connection with a secured
US$400 million debt facility (the "Loan Facility"). Upon execution of definitive documents, the Loan Facility
will be available by way of a US$300 million term loan (the "Term Facility") and a US$100 million revolving loan
facility (the "Revolving Facility"). The Loan Facility will be used (i) to refinance the existing project
finance facility (the "Project Finance Facility") that was previously entered into with the Joint Bookrunners
and certain other lenders, for the construction of the El Limon-Guajes Mine ("ELG") located in southwest Mexico
and (ii) for general corporate purposes. The Revolving Facility and the Term Facility will mature June 30, 2020 and June 30,
2022, respectively.
Fred Stanford, President and CEO of Torex said: "The Project Finance Facility was an excellent financing product for the
construction of ELG, our first mine. A very productive relationship was established with the Joint Bookrunners through the
process of developing ELG. Torex has received a number of financing proposals across products, and the Loan Facility to be
provided by the Joint Bookrunners represents an optimal, flexible and cost effective financing option for the Company, with
materially reduced administrative effort, which will provide more management time for optimizing operations and future
developments. We look forward to continuing that relationship with the Joint Bookrunners as we transition to the next phase of
the Company's growth. He added, "Dawson Proudfoot, our Vice President, Engineering, is now reviewing bids for the Media Luna
infill drilling that will inform a feasibility study, and he has started to hire a feasibility study team. One of the first
products of the new study team will be an updated PEA that will incorporate the optimization of the mine design that has been
developed over the past 18 months. We all look forward to getting on with the second stage of our strategy - Build a second mine
on the same property. Media Luna has the potential to be another low cost, long life, minimal environmental impact mine in the
Torex portfolio. Part two for Torex, has the potential to be every bit as productive and rewarding as part one has been."
The Loan Facility will remove various covenants and restrictions imposed under the Project Finance Facility, including the
requirement for mandatory hedging, the final completion test, and will reduce certain restrictions on cash. The mandatory sweeps
will also be removed subject to reinstatement, to an aggregate of US$50 million, if the ELG does not meet certain projected
operating and economic performance parameters by December 31, 2018. The Loan Facility will provide for a revised repayment
schedule for the Term Facility and will contemplate, as part of the permitted payments, potential spending from ELG cash flow to
facilitate the development of the Company's Media Luna Project and the Sub-Sill, subject to satisfaction of the terms of the Loan
Facility, including compliance with financial covenants.
The Commitment Letter provides that the Loan Facility will bear interest at a rate of LIBOR + 4% for the first two years,
Libor + 4.25% for years three and four, and Libor + 4.5% thereafter and includes standard and customary finance terms and
conditions including with respect to fees, representations, warranties, covenants and conditions precedent to closing. Final
approvals are subject to the completion of definitive loan and security documentation and customary due diligence.
Torex is an emerging intermediate gold producer based in Canada, engaged in the exploration, development and
operation of its 100% owned Morelos Gold Property, an area of 29,000 hectares in the highly prospective Guerrero Gold Belt
located 180 kilometers southwest of Mexico City. Within this property, Torex has the El Limón-Guajes Mine, which announced
commercial production in March of 2016 and the Media Luna Project, which is an early stage development project, and for which the
Company issued a preliminary economic assessment (PEA) in 2015. The property remains 75% unexplored.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information includes, but is not limited to, the expected execution of the
definitive documentation in respect of the Loan Facility, the expectation that cashflows from the ELG will be sufficient to fund
the planned development of the Media Luna Project and the Sub-sill deposit, the expectation that the Company will continue be
able to comply with the financial covenants under the Loan Facility, the plans to update the PEA, the plans to complete a
feasibility study of the Media Luna Project and the plans to proceed with the second stage of the strategy to build a second mine
on the property. Generally, forward-looking information can be identified by the use of forward-looking terminology such as
"plans", "expects", "estimates", "intends", "anticipates", "potential" or "believes" or variations of such words and phrases or
state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved".
Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made at the
date that such statements are made. Forward-looking information is subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially
different from those expressed or implied by such forward-looking information, including those risk factors identified in the
Company's annual information form and management's discussion and analysis. Forward-looking information is based on the
reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of
trends, current conditions and expected developments, as well as other factors that management believes to be relevant and
reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Although the
Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, undue
reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations
will prove to be correct. There can be no assurance that such information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such information. The Company does not undertake to update any
forward-looking information, except in accordance with applicable securities laws.