Torex are tre any specific Exchange a scheduled to outstanding issued. Thes to acquire 2 provisions o announced, persons, to p a Permitted days. Torex Gold R developmen stage gold e The project c For further in TOREX GOL

TO OREX ANNOU UNCES ADOPT TION OF SHAR REHOLDER R RIGHTS PLAN

TORONTO, Ontario, Marc ch 30, 2011 – T Torex Gold Re esources Inc. (t the “Company”

” or “Torex”) (T TSX:TXG) announced that it has e hat all shareholders of entered into a s shareholder rig ghts plan agree ement to ensure, to the exte ent possible, th dopted in response to Torex are tre eated fairly in connection wit th any take-ove er bid for Torex

x. The rights p plan was not ad any specific proposal or in ntention to acqu uire control of Torex. The rights plan has b been approved by the Toronto

• Stock

Exchange and is condition nal upon shareh holders ratifica ation at the ann nual and specia al meeting of s shareholders of f Torex, scheduled to

• be held on Ap pril 27, 2011.

Under the te erm of the rights plan, one rig ght has been i issued with res spect to each c common share e of Torex issu ued and outstanding as of March 30 0, 2011 and on ne right will als so be issued an nd will attach to

• each commo on share subse equently , acquires or attempts

issued. Thes se rights will become exercis sable only whe en a person, inc cluding any pa art related to it, to acquire 2 20 percent or more of Tore ex’s outstanding common sh hares without c complying with h the “Permitte ed Bid” provisions o of the rights pla an or without a approval of Tor rex’s board of directors. Sho ould such an ac cquisition occu ur or be g person and related announced, each right wo ould, upon ex xercise, entitle a rights holder, other than n the acquiring ce at the time. Under the rights plan, persons, to p purchase comm mon shares of Torex at a 50% % discount to t the market pric a Permitted Bid is a bid wh hich is made to

• all holders of t the shares and d which is open n for acceptanc ce for not less t than 60

days.

Torex Gold R Resources Inc. is a well funde ed, growth-orie ented, Canadia an mining comp pany engaged in the explorat tion and ns 100% of the Morelos Gold Project, an ad developmen nt of precious m metal resources s with a focus o on gold. It own dvanced stage gold e exploration pro operty, located 180km southw west of Mexico

• City in the hig ghly prospectiv ve Morelos Go old Belt.

The project c covers an area a of 29,000ha o of which more t than 75% rema ains unexplored d.

For further in nformation, ple ease contact:

TOREX GOL LD RESOURC CES INC.

Fred Stanfor rd Gabrie ela Sanchez President Investor Relations President an nd CEO Vice P Tel. (647) 26 60-1502 Tel. (6 647) 260-1503 xgold.com Email: gabriela.sanch Email: fred.s stanford@torex hez@torexgold d.com

This press re elease contains s "forward looking statements" and "forward-lo ooking informat tion" within the meaning of ap pplicable Canadian sec curities legislatio on. Forward-look king information includes, but is s not limited to, information with h respect to shareholder ratification of the rights plan. Generally, forwa ard-looking inform mation can be id dentified by the u use of forward-lo ooking terminolo ogy such as "plans", "e expects", "estima ates", "intends", "anticipates" or "believes" or variations of such words and phra ases or state tha at certain actions, events or results "ma ay", "could", "wo ould", "might", or r "will be taken", , "occur", or "be achieved". Forw ward-looking info ormation is based on th he reasonable a assumptions, estimates, analysis and opinions o of management made at the da ate that such sta atements nformation is subject to known a are made. Fo orward-looking in and unknown ris sks, uncertaintie es and other fact tors that may ca ause the actual results s, level of activit ty, performance or achievements of the Compa any to be materially different fr rom those expre essed or implied by su uch forward-look king information n, including the risk factors disc closed elsewher re in the Company's public dis sclosure. Accordingly, readers should not place undue reliance on fo orward-looking information. The e forward-looking g information co ontained herein is pre esented for the purposes of as any's expected financial and operating ssisting investor rs in understand ding the Compa performance and the Compa any's plans and objectives and may not be ap ppropriate for ot ther purposes. T The Company d does not undertake to update any forw ward-looking information, except in accordance w with applicable securities laws.

Corporate Office: 145 King St. West, Suite o, ON M5H 1J8, Canada – Tel. (647) 260 1500 Fax (416) 640e 1502, Toronto -2011 www.torexgold.com m