Torex Executes a Commitment Letter FOR a US$400 Million Facility to Refinance Project Debt
Corporate Office: 130 King St. West, Suite 1502, Toronto, ON M5X 2A2, Canada – Tel. (647) 260 1500 Fax (416) 304-4000
www.torexgold.com
TOREX EXECUTES A COMMITMENT LETTER FOR A US$400 MILLION
FACILITY TO REFINANCE PROJECT DEBT
TORONTO, Ontario, June 1, 2017 — Torex Gold Resources Inc. (the “Company” or “Torex”) (TSX:TXG) is
pleased to announce the signing of a binding commitment letter (the “ Commitment Letter ”) by its wholly-owned
subsidiary Minera Media Luna, S.A. de C.V. with BNP Paribas Securities Corp., Commonwealth Bank of Australia,
ING Capital LLC and Société Générale (the “Joint Bookrunners”) in connection with a secured US$400 million debt
facility (the “Loan Facility”). Upon execution of definitive documents, the Loan Facility will be available by way of a
US$300 million term loan (the “ Term Facility ”) and a US$100 million revolving loan facility (the “ Revolving
Facility”). The Loan Facility will be used (i) to refinance the existing project finance facility (the “ Project Finance
Facility”) that was previously entered into with the Joint Bookrunners and certain other lenders, for the construction
of the El Limon-Guajes Mine (“ ELG”) located in southwest Mexico and (ii) for general corporate purposes. The
Revolving Facility and the Term Facility will mature June 30, 2020 and June 30, 2022, respectively.
Fred Stanford, President and CEO of Torex said: “The Project Finance Facility was an excellent financing product for
the construction of ELG, our first mine. A very productive relationship was established with the Joint Bookrunners
through the process of developing ELG. Torex has received a number of financing proposals across products, and
the Loan Facility to be provided by the Joint Bookrunners represents an optimal, flexible and cost effective financing
option for the Company, with materially reduced administrative effort, which will provide more management time for
optimizing operations and future developments. We look forward to continuing that relationship with the Joint
Bookrunners as we transition to the next phase of the Company’s growth. He added, “Dawson Proudfoot, our Vice
President, Engineering, is now reviewing bids for the Media Lu na infill drilling that will inform a feasibility study, and
he has started to hire a feasibility study team. One of the first products of the new study team will be an updated
PEA that will incorporate the opti mization of the mine design that has been developed over the past 18 months. We
all look forward to getting on with the second stage of our strategy – Build a second mine on the same property.
Media Luna has the potential to be another low cost, long life, minimal environmental impact mine in the Torex
portfolio. Part two for Torex, has the potential to be every bit as productive and rewarding as part one has been.”
The Loan Facility will remove various covenants and restrictions imposed under the Project Finance Facility,
including the requirement for mandatory hedging, the final completion test, and will reduce certain restrictions on
cash. The mandatory sweeps will also be removed subject to reinstatement, to an aggregate of US$50 million, if the
ELG does not meet certain projected operating and eco nomic performance parameters by December 31, 2018. The
Loan Facility will provide for a revised repayment schedule for the Term Facility and will contemplate, as part of the
permitted payments, potential spending from ELG cash flow to facilitate the development of the Company’s Media
Luna Project and the Sub-Sill, subject to satisfaction of the terms of the Loan Facility, including compliance with
financial covenants.
The Commitment Letter provides that the Loan Facility will bear interest at a rate of LIBOR + 4% for the first two
years, Libor + 4.25% for years three and four, and Libor + 4.5% thereafter and includes standard and customary
finance terms and conditions including with respect to fees, representations, warranties, covenants and conditions
precedent to closing. Final approvals are subject to the completion of definitive loan and security documentation and
customary due diligence.
Torex Gold Resources Inc.
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Corporate Office: 130 King St. West, Suite 740, Toronto, ON M5X 2A2, Canada – Tel. (647) 260 1500 Fax (416) 304-4000
www.torexgold.com
Torex is an emerging intermediate gold producer based in Canada, engaged in the exploration, development and
operation of its 100% owned Morelos Gold Property, an area of 29,000 hectares in the highly prospective Guerrero
Gold Belt located 180 kilometers southwest of Mexico City. Within this property, Torex has the El Limón-Guajes
Mine, which announced commercial production in March of 2016 and the Media Luna Project, which is an early stage
development project, and for which the Company issued a preliminary economic assessment (PEA) in 2015. The
property remains 75% unexplored.
For further information, please contact:
TOREX GOLD RESOURCES INC.
Fred Stanford Gabriela Sanchez
President and CEO Vice President Investor Relations
Tel. (647) 260-1502 Tel. (647) 260-1503
Email: [email protected] E m a i l : [email protected]
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This press release contains “forward-looking statements” and “f orward-looking information” within the meaning of applicable
Canadian securities legislation. Forward-looking information includes, but is not limited to, the expected execution of the
definitive documentation in respect of the Loan Facility, the expec tation that cashflows from the ELG will be sufficient to fun d the
planned development of the Media Luna Project and the Sub-sill deposit, the expectation that the Company will continue be able
to comply with the financial covenants under the Loan Facility, the plans to update the PEA, the plans to complete a feasibilit y
study of the Media Luna Project and the plans to proceed with the second stage of the strategy to build a second mine on the
property. Generally, forward-looking informat ion can be identified by the use of forwar d-looking terminology such as “plans”,
“expects”, “estimates”, “intends”, “anticipates”, “potential” or “believes” or variations of such words and phrases or state th at
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 subj ect 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 fro m
those expressed or implied by such forward-looking informati on, including those risk factors identified in the Company’s annual
information form and management’s discussion and analysis. Forward-looking information is 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. There can be no assurance that such inform ation will prove to be accurate, as actual results and future
events could differ materially from those anticipated in su ch information. The Company does not undertake to update any
forward-looking information, except in accordance with applicable securities laws.