News & Media

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES

Toronto, Ontario (February 12, 2014) - Torex Gold Resources Inc. (TSX:TXG; TXG.WT) (the “Company” or “Torex”) announced today that it has closed its previously announced bought deal offering (the “Offering”) of units (the “Units”) of the Company. A total of 119,830,000 Units have been issued at a price of C$1.20 per Unit, for aggregate gross proceeds of C$143,796,000, which includes the full exercise by the underwriters of the over-allotment option for 15,630,000 Units. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one common share of the Company at an exercise price of C$1.50 until August 12, 2014.

The Units were sold pursuant to an underwriting agreement with a syndicate of underwriters led by BMO Capital Markets, and including Dundee Securities Ltd., GMP Securities L.P., Scotia Capital Inc., Macquarie Capital Markets Canada Ltd., RBC Capital Markets, Clarus Securities Inc., Desjardins Securities Inc. and Industrial Alliance Securities Inc.

The common share purchase warrants are listed on the Toronto Stock Exchange under the symbol “TXG.WT” and will start trading today. The common shares issued pursuant to the Offering will also commence trading today under the symbol “TXG”.

The net proceeds of the Offering will be used to fund the ongoing mine development and construction plan for the El Limón and Guajes project and for general corporate purposes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.

About Torex

Torex is a growth-oriented, Canadian-based resource company engaged in the exploration and development of precious metal resources with a focus on gold. It owns 100% of the Morelos Gold Property, which is located 180 kilometres southwest of Mexico City in the highly prospective Morelos Gold Belt. Torex is aggressively exploring within its property to identify a pipeline of additional future economic deposits. The property covers an area of 29,000ha of which more than 75% remains unexplored.

For further information, please contact:

Fred Stanford
President and CEO
Tel. (647) 260-1502
Email: moc.dlogxerot@drofnats.derf

Gabriela Sanchez
Vice President Investor Relations
Tel. (647) 260-1503
Email: moc.dlogxerot@zehcnas.aleirbag

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, information with respect to the use of proceeds of the Offering, and information with respect to future exploration and development plans concerning the Morelos Gold Property. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, “estimates”, “intends”, “anticipates” 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 a need to reallocate the use of proceeds of the Offering due to changes in the exploration and development plans for the El Limón and Guajes project, or for other prudent business reasons, and the risk factors disclosed elsewhere in the Company’s public disclosure. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purposes of assisting investors in understanding the Company’s plans and objectives and may not be appropriate for other purposes. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.