TORONTO, Ontario, May 9, 2013 – Torex Gold Resources Inc. (the “Company” or “Torex”) (TSX:TXG, TXG.WT.A) announced today its financial results for the three months ended March 31, 2013.

FIRST QUARTER 2013 HIGHLIGHTS

Advancement of the Morelos Gold Project

• Engineering and procurement of long lead time equipment has progressed as per the feasibility study schedule. To date, costs and delivery times for those items are aligned with the estimates contained in the feasibility study;
  
• Detailed engineering has progressed for the permanent camp and for the relocation village;
  
• Construction on the processing plant and mine awaits the permit in order to commence; and
  
• Construction of the east service road has started and widening has been completed for the portions of the existing roads that will be incorporated into the east service road.

Continued evaluation of the Media Luna Prospect Area

• During the quarter the Company continued to intersect high-grade gold mineralization over significant thickness at both the Media Luna and Media Luna West targets as well as intersected mineralization outside of the Media Luna magnetic anomaly.

Strengthening our financial position

• Executed an engagement letter for a US$250 million project finance facility.

FINANCIAL HIGHLIGHTS

The net loss for the quarter ended March 31, 2013 increased to $18.2 million compared with a net loss of $15.5 million for the quarter ended April 30, 2012. Exploration and evaluation expenditures totalled $13.6 million for the quarter ended March 31, 2013 compared to $13.0 million for the quarter ended April 30, 2012. The Company’s cash position decreased by $20.4 million during the first quarter of 2013. At March 31, 2013, the Company had $630.6 million in assets including $380.7 million of cash and had a working capital balance of $378.9 million compared with $626.4 million in assets including $401.1 million of cash and a working capital balance of $400.4 million as at December 31, 2012.

A complete set of the Company’s unaudited interim consolidated Financial Statements and related Notes for the three months ended March 31, 2013 and Management’s Discussion and Analysis will be posted on the Company’s website at www.torexgold.com and will be filed on Sedar at www.sedar.com.

ADVANCE NOTICE BY-LAW

The Company also announces the adoption by its board of directors (the “Board“) of amendments to its by-laws to add a provision that requires advance notice to the Company in circumstances where director nominations are made by shareholders of the Company, other than in connection with (i) the requisition of a shareholders’ meeting, or (ii) a shareholder proposal, in each case made pursuant to the Business Corporations Act (Ontario) (the “Advance Notice Provision“).

Among other things, the Advance Notice Provision fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Advance Notice Provision provides a clear process for shareholders to follow for director nominations and sets out a reasonable time frame for nominee submissions and the provision of accompanying information. The purpose of the Advance Notice Provision is to treat all shareholders fairly by ensuring that all shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice Provision should assist in facilitating an orderly and efficient meeting process.

The by-law amendment is effective immediately and will be placed before shareholders for ratification and confirmation at the next annual and special meeting of shareholders of the Company to be held in June 2013. A copy of the by-law amendment has been filed under the Company’s SEDAR profile at www.sedar.com.

Torex is a well-funded, 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 Project, 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 project covers an area of 29,000ha of which more than 75% remains unexplored.

For further information, please contact:

TOREX GOLD RESOURCES INC.
Fred Stanford
President and CEO
Tel.: (647) 260-1502
Email: [email protected]

Gabriela Sanchez
Vice President Investor Relations
Tel.: (647) 260-1503
Email: [email protected]


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 ratification of the by-law amendment by shareholders of the Company, future exploration and development plans concerning the Morelos Gold Project, including expected drilling results and the timing within which the Company expects to receive drilling results, anticipated timing for the completion of information with respect to the Company’s feasibility study and technical studies on the project. 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 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 financial and operating performance and 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.