Legal

Please Read These Terms Carefully Before Using This Website

This website is owned and operated by Torex Gold Resources Inc. (“Torex”). The materials on this website are provided by Torex as a service to its investors and other interested parties and may be used for informational purposes only. By using this website, you acknowledge and agree to the terms and conditions below. If you do not agree to them, do not use the website or download any materials from it.

Torex has taken all reasonable care in producing and publishing information contained on this website, and will endeavour to do so regularly. Material on this site may still contain technical or other inaccuracies, omissions, or typographical errors, for which Torex assumes no responsibility. Torex does not warrant or make any representations regarding the use, validity, accuracy, completeness or reliability of any claims, statements or information on this site. Under no circumstances, including, but not limited to, negligence, shall Torex be liable for any direct, indirect, special, incidental, consequential, or other damages, including but not limited to, loss of programs, loss of data, loss of use of computer of other systems, or loss of profits, whether or not advised of the possibility of damage, arising from your use, or inability to use, the material on this site. The information is not a substitute for independent professional advice before making any investment decisions. Furthermore, you may not modify or reproduce in any form, electronic or otherwise, any information on this site, except for personal use unless you have obtained our express permission.

Cautionary Note Regarding Forward-Looking Statements

This website contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation. Forward-looking information includes information about possible events and conditions, projected financial or operational performance, planned courses of action, including without limitation future exploration, development and exploitation plans regarding the Company’s Morelos Gold Property (as defined herein), and related economic analyses.

The Company does not intend to update any forward-looking information unless it is required to do so by applicable securities laws.

There can be no assurance that such information will prove to be accurate, as actual results and future events could be materially different from those results anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. 

Generally, forward-looking information can be identified by the use of forward-looking terms such as “plans,” “expects,” or “does not expect,” “is expected,” “budget,” “scheduled,” “goal,” “estimates,” “forecasts,” “intends,” “anticipates,” or “does not anticipate,” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may,” “could,” “would,” “might,” or “will be taken,” “occur,” or “be achieved.” Examples of forward-looking information includes: the adequacy of the Company’s financial resources; business plans and strategy and other events or conditions that may occur in the future; plans to seek opportunities with a preference for the Americas that enable profitable and effective geographical diversification; plans to continue testing of the Muckahi Mining System, including testing in an operating mine; the results set out in the Technical Report (defined below) including the preliminary economic assessment (“PEA”) of the Media Luna Project; the mineral resource and mineral reserve estimates; the ability to exploit estimated mineral reserves; the continued profitability of the El Limón Guajes mining complex (the “ELG Mine Complex”, comprised of the El Limón, Guajes and El Limón Sur open pits (the “ELG Open Pits”), the El Limón Guajes underground mine including zones referred to as Sub-Sill and El Limón Deep (collectively, the “ELG Underground”) with positive economics from mining, recoveries, grades, annual production, particularly in light of the novel coronavirus (“COVID-19”) pandemic; expectations or beliefs regarding the impacts of the ongoing and evolving COVID-19 pandemic; receipt and maintenance of all necessary approvals and permits; the parameters and assumptions underlying the mineral resource and mineral reserve estimates and the financial analysis, and gold prices; the ability to maintain the safety and security of the ELG Mine Complex; plans to continue to optimize and potentially extend the ELG Mine Complex; continued development of the ELG Underground and associated construction; expected metal recoveries and the ability of the Company to manage blending and production smoothing opportunities; gold production (including without limitation the estimated gold sales by year); TCC, AISC and revenues from operations; the expectation that the Company will be able to remain in compliance with the covenants under the 2021 Revolving Facility to access the full amounts available thereunder; the ability to mine and process estimated mineral reserves; plans to continue follow-up diamond drilling of the ELG Underground exploration targets and advancement of the Media Luna Project; the expected continued operation of the tailings filtration plant at design levels; plans to stockpile low grade material for potential future processing; the expected continued supply of power and water to meet operational requirements; plans to adopt the Responsible Gold Mining Principles of the World Gold Council as the Company’s external sustainability performance standard; the expected continual improvement in environmental performance; plans to embed climate change management across all levels of the Company; plans to complete a standalone climate risk assessment to enhance the Company’s understanding of longer-term climate-related risks for the business and a greenhouse gas emissions reductions opportunities study; plans to become compliant with the International Cyanide Management Code; plans to complete the infill drilling program focused on upgrading a greater portion of the inferred resources to the indicated category, in order to enhance the mine life within the upcoming feasibility study; plans to invest between $90 million and $100 million for 2021 in Media Luna;the expectation that the commencement of the Guajes tunnel and commencement of the South Portal will maintain the projected schedule for Media Luna production in the first quarter of 2024; the expectation that the capital expenditure on Media Luna will increase in 2022 and peak in 2023, with a moderate spend in 2024 to finalize construction and commissioning; the expectation that the Media Luna feasibility study will be released in the first quarter of 2022; and the expected timing and receipt of value added tax (“VAT”) funds. 

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. Forward-looking information is also 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. Material risks and assumptions include, without limitation: risks related to the COVID-19 pandemic and other global pandemics; material assumptions with respect to the COVID-19 pandemic, including, but not limited to: the measures implemented by the Company continuing to be effective to keep the operations COVID resistant; the responses of relevant governments to the COVID-19 pandemic being sufficient to contain the impact of the COVID-19 pandemic; there being no material disruption to the Company’s supply chains and workforce that would interfere with the Company’s mining and exploration operations at the ELG Mine Complex and the Media Luna Project following resumption of mining and exploration operations; communities continuing to provide access to the ELG Mining Complex and the Media Luna Project; the ability of the Company to maintain the support of local communities and uninterrupted access to the Morelos Gold Property, and the ability of the Company to lift or remove any future blockades from the Company’s facilities; the ability of the Company to operate in a safe, efficient and effective manner; dependence on key executives and employees; the reliability and accuracy of the Company’s mineral resource and mineral reserve estimates, annual production, the financial analysis contained in the Technical Report including the PEA, as updated by the new mineral resource estimate, mineral reserve estimate and LOM and any updated technical information contained herein, and geological, operational and price assumptions on which these are based and the regulatory framework regarding environmental matters; diminishing quantities of mineral reserves as the ELG Mine Complex is mined and the ability to replace the depletion of mineral reserves, including without limitation, the ability to conclude a feasibility study on the Media Luna Project demonstrating within reasonable confidence that the Media Luna Project can be constructed and operated in an economically viable manner; the ability of the Company to maintain good relationships with the union representing the employees, the employees and contractors; risks associated with the single property status; the ability to complete and successfully integrate acquisitions; risks associated with the protection of information and cyber security and the ability to implement effective measures to mitigate such risks; the ability to maintain water quality standards through the Company’s environmental measures; the effects of climate change, extreme weather events and water scarcity; risks associated with tailings facilities; the ability to avoid the theft of gold and gold bearing material; the ability to avoid structural damage to the processing plant from seismic activities or other uncontrolled events, or damage from fire or explosion; foreign operations and political and country risk; risks associated with the use of reagents; the ability to maintain the safety and security of the Company’s employees and properties; limited number of suppliers for consumed commodities; capital and operational cost estimates; enforcing intellectual property rights; uncertainty related to inferred mineral resources; limited operating history; decommissioning and reclamation costs; fluctuation in gold and other metal prices; price fluctuations and availability of consumed commodities; currency exchange rate fluctuations; title to the land on which the Company operates, including surface and access rights; litigation risk; the ability to secure and maintain necessary permits and licenses; compliance with anti-corruption laws and the Extractive Sector Transparency Measures Act (“ESTMA”); credit risk; environmental risks and hazards; liquidity risk; the ability to satisfy the covenants under the 2021 Revolving Facility and access to the full amount available thereunder; government policies and practices in respect of VAT receivables and the ability to recover VAT receivables; risks related to conducting business in multiple tax jurisdictions; risks related to taxation and royalties; ability to carry on its exploration, development and exploitation activities planned for the Morelos Gold Property and exploration, development, exploitation and the mining industry generally; reputational risks; risk related to indebtedness; recent history of earnings and no history of paying dividends; availability of adequate infrastructure; use of and reliance on experts outside Canada; competition and ability to seek and acquire high quality assets to achieve geographic diversification; the ability to hire required qualified personnel, maintain personnel relations, and obtain required equipment, goods, consumables and services in a timely and cost-efficient manner; hedging contracts; interest rate risk; insurance for risks insured by the Company continuing to be available and adequate to cover liabilities; price and volatility of public stock; risks related to activist shareholders; conflicts of interest of certain personnel; enforcement of legal rights; accounting policies and internal controls; risks and uncertainties associated with the development of the Muckahi Mining System; risk of dilution to holders of common shares (the “Common Shares”) in the Company; actual results of current exploration, development and exploitation activities not being consistent with expectations; as well as those risk factors included herein and elsewhere in the Company’s public disclosure.

Cautionary Note regarding the PEA

A preliminary economic assessment should not be considered a prefeasibility study or feasibility study, as the economics and technical viability of the Media Luna Project have not been demonstrated at this time. The Media Luna PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. It cannot be assumed that all or any part of the inferred mineral resources will ever be upgraded to a higher category. Furthermore, there is no certainty that the conclusions or results as reported in the Media Luna PEA will be realized. Mineral resources that are not mineral reserves do not do not have demonstrated economic viability.

The Media Luna PEA includes information on Muckahi. It is important to note that Muckahi is experimental in nature and testing in an operating mine is ongoing. Since the date of the Technical Report, the majority of the components of the Muckahi Mining System have been tested by Torex and their functionality demonstrated. However, the components have not yet been tested together as a system to demonstrate the rates per day in which tunnels can be excavated and material removed from long hole open stopes. Testing of the integrated system will continue and is expected to be completed in the second quarter of 2021. Drill and blast fundamentals, standards and best practices for underground hard rock mining are applied in the Muckahi Mining System as described in the Technical Report, where applicable. The proposed application of a monorail system for underground transportation for mine development and production mining is unique to underground mining. There are existing underground mines that use a monorail system for transportation of materials and equipment, however not in the capacity of Muckahi which is described in detail in the Technical Report. The mine design, equipment performance and cost estimations involving Muckahi in the Technical Report are conceptual in nature, and do not yet demonstrate technical or economic viability.

NON-IFRS FINANCIAL PERFORMANCE MEASURES

The Company has presented certain non-IFRS measures on this website. Total cash costs per ounce of gold sold (“TCC”), all-in sustaining costs per ounce of gold sold (“AISC”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, free cash flow, net (cash) debt, average realized gold price and adjusted net earnings are financial performance measures with no standard meaning under International Financial Reporting Standards (“IFRS”), and therefore may not be comparable to other issuers. The Company believes that these measures, while not a substitute for measures of performance prepared in accordance with IFRS, provide investors an improved ability to evaluate the underlying performance or financial position of the Company. These measures do not have any standardized meaning prescribed under IFRS. Please refer to the each of the Company’s consolidated financial statements and the “Non-IFRS Financial Performance Measures” section in the Company’s management discussion and analysis available on the Company’s SEDAR profile at www.sedar.com for further information with respect to non-IFRS financial performance measures and a detailed reconciliation of such non-IFRS financial performance measures to the most directly comparable measures under IFRS.

Differences in reporting of mineral resource estimates

The information on the website was prepared in accordance with Canadian standards for reporting of mineral resource estimates, which differ in some respects from United States (U.S.) standards. In particular, and without limiting the generality of the foregoing, the terms “inferred mineral resources,” “indicated mineral resources,” “measured mineral resources” and “mineral resources” used or referenced on this website are Canadian mineral disclosure terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the 2014 Canadian Institute of Mining, Metallurgy and Petroleum Standards for Mineral Resources and Mineral Reserves, Definitions and Guidelines, May 2014 (the “CIM Standards”). Until recently, the CIM Standards differed significantly from standards in the United States. The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the property disclosure requirements for mining registrants that were included in SEC Industry Guide 7, which will be rescinded from and after the required compliance date of the SEC Modernization Rules. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding definitions under the CIM Standards that are required National Instrument 43-101. Readers are cautioned that while the above terms are “substantially similar” to corresponding CIM Standards, there are differences in the definition under the SEC Modernization Rules and the CIM Standards.  Accordingly, during this period leading up to the compliance date of the SEC Modernization Rules, information regarding mineral resources or mineral reserves contained or referenced on this website may not be comparable to similar information made public by companies that report in accordance with U.S. standards.

Readers are cautioned that “inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies, except in limited circumstances. The term “resource” does not equate to the term “reserves”. Readers should not assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. Readers are also cautioned not to assume that all or any part of an inferred mineral resource exists, or is economically mineable.

Disclaimer to United States Investors

This website does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States.

The securities of the Company have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Technical Information

The supporting technical report (the “Technical Report”) for the Company’s 100% owned Morelos Property in Southwest Mexico, entitled ““NI 43-101 Technical Report ELG Mine Complex Life of Mine Plan and Media Luna Preliminary Economic Assessment”, which has an effective date of March 31, 2018, has been filed with SEDAR on September 4, 2018 and available on this website.

No Incorporation by Reference

No information included herein shall be deemed to be incorporated by reference into any of Torex’s regulatory filings, unless expressly indicated in any such filings. In addition, no information shall be incorporated by reference into this website, unless otherwise specified.

Website Protected by Copyright

Certain materials (including graphics, icons, HTML, javascripts, color schemes, multimedia, logos, photographs, copywriting, et al) that appear on this website are the property of Torex and copyrighted by same.

Other materials on this website not originally produced by us (some audio, video, trademarks, et al) are copyrighted by their respective creators/owners and appear here either by permission, example or as public domain reference material. Trademarks may be registered in Canada and in other countries, as applicable. The display of trademarks on pages at this Website does not imply that a license of any kind has been granted. Materials may not be copied, reproduced, modified, uploaded, posted, transmitted, or distributed in any way without our prior written approval. Any unauthorized downloading, re-transmission or other copying or modification of trademarks and/or the contents herein may be a violation of federal or common law, trademark and/or copyright laws and could subject the copier to legal action.

Currency of Website

Unless otherwise indicated, all information posted on this website is current only as of the date of the document that contains the information, if indicated, or the date on which the document is posted, whichever is earlier. Torex may at any time make changes to the information on this website without prior notice. You should always ensure that you are referring to the most current information available on this website.

Exclusion of Liability

Torex shall not be liable for any claims, expenses, damages (including direct, indirect, special, incidental, punative or consequential damages), loss of profits, opportunities or information arising from:

Torex Not Responsible for Internet Software or Computer Viruses

Due to technical difficulties inherent in the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information, contained on this website. Computer viruses or other destructive programs may also be inadvertently downloaded from the website. Torex shall not be liable for Internet software, computer viruses or destructive programs and recommends that you install appropriate anti-virus or other protective software.

Torex Not Responsible for Linked Websites

Torex provides links to third party websites for your convenience only and the inclusion of these links does not imply that Torex monitors or endorses these websites. Accordingly, Torex accepts no responsibility for such websites, or any link or reference contained in any such third party website.

Website is Provided as a Service Only

This website is not intended as a solicitation or offering of securities in any jurisdiction and the information contained herein in no way should be construed or interpreted as such. No securities commission or other regulatory authority in Canada or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by Torex to that effect. The information on this website is not intended to modify, quality, supplement or amend information disclosed under corporate and securities legislation of any jurisdiction applicable to Torex and should not be used for the purpose of making investment decisions concerning Torex securities.

Stock Quotes

All quotes are delayed at least 15 minutes unless otherwise stated. All stock quotes and historical stock price data are provided by third party service providers and are provided for informational purposes only, and are not intended for trading purposes. If you are contemplating trading in the securities of Torex, we strongly advise you to seek independent professional advice before making any investment decision. Torex makes no representation or warranty regarding the accuracy or completeness of any such stock price quotes or historical stock price data and has not taken any steps to verify the adequacy, accuracy or completeness of the information provided herein. Under no circumstances will Torex be liable for any inaccuracies or omissions in any such stock information or data, any delays or errors in the transmission thereof, or any loss or direct, indirect, incidental, special or consequential damages caused by reliance on this information or the risks arising from the stock market.

Privacy Statement

Torex’s website does not collect any personal information about visitors to this website other than that which is specifically and knowingly provided by you. That personal information will not be transferred to any third party unless otherwise stated at the time of collection. Torex does not collect and maintain statistics relating to the number of visits to the website, the types of browsers used and the internet Protocol Address of the originator. This information is used only for internal purposes.

Any material, information or other communication (including questions, comments or suggestions) you transmit to Torex through this website will be considered non-confidential and non-proprietary (“Communications”). In making any such transmission, you agree that Torex will have no obligations of any kind with respect to the Communications. Where it is necessary, in order to answer your enquiry, the Communications you have provided may be passed to any Torex office or affiliate worldwide. By sending any Communications to us, you are consenting to the personal information contained therein being transferred within Torex and being processed by Torex for these purposes. You are prohibited from posting or transmitting to or from Torex any unlawful, threatening, libellous, defamatory, obscene, pornographic, or other materials that violate any law.

If you have concerns relating to the privacy or confidentiality of this website, or would like to request printed copies of public disclosure documents, please contact Torex’s Vice President of Investor Relations, at (647) 260 1503.