October 23, 2012

Torex Announces Closing of C$380 Million Bought Deal Financing and Over-Allotment Option Exercise


Toronto, Ontario, October 23, 2012 - Torex Gold Resources Inc. (TSX:TXG) (“Torex” or the “Company”) announced today that it has closed its previously announced bought deal offering (the “Offering”) of units (the “Units”) of the Company. A total of 190,000,000 Units have been issued at a price of C$2.00 per Unit, for aggregate gross proceeds of C$380 million, which includes the partial exercise by the underwriters of the over-allotment option for 15,000,000 Units. Each Unit consists of one common share of the Company and one-quarter 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$2.65 until October 23, 2013.

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

The common share purchase warrants are listed on the Toronto Stock Exchange under the symbol “TXG.WT.A” 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 continued exploration and development of the Morelos Gold 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 Project, which is located approximately 200 kilometers 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 29,000 hectares of which more than 75% remain unexplored.

For further information, please contact:
Fred Stanford
President and CEO
Tel. (647) 260-1502
Email: fred.stanford@torexgold.com

Gabriela Sanchez
Vice President Investor Relations
Tel. (647) 260-1503
Email: gabriela.sanchez@torexgold.com


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 exercise of the remainder of the over-allotment option, use of proceeds of the Offering and future exploration and development plans concerning the Morelos Gold 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 a need to reallocate the use of proceeds of the Offering due to changes in the exploration and development plans for the Morelos Gold 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.

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