Torex Successfully Completes US$400 Million Facility to Refinance Project Debt
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 SUCCESSFULLY COMPLETES US$400 MILLION FACILITY TO
REFINANCE PROJECT DEBT
TORONTO, Ontario, July 26, 2017 — Torex Gold Resources Inc. (the “Company” or “Torex”) (TSX:TXG) is pleased
to announce that the Company’s wholly-owned subsidiary Minera Media Luna, S.A. de C.V. (“MML”) has signed an
amended and restated credit agreement with BNP Paribas, Commonwealth Bank of Australia, ING Capital LLC and
SG Americas Securities, LLC, as j oint bookrunners and joint lead arrangers (the “Banks”) in connection with the
previously announced secured US$400 million debt facility (the “Loan Facility”). Following a successful syndication,
BMO Harris Bank N.A. and The Bank of Nova Scotia joined the Banks as lenders under the Loan Facility. The Loan
Facility is comprised of a US$300 million term loan (the “Term Facility”) and a US$100 million revolving loan facility
(the “Revolving Facility”). All conditions precedent for the drawdown of the Loan Facility have been satisfied and the
Company has drawn the full amount of the Term Facility and US$75 million of the Revolving Facility to repay the project
finance facility (the “Project Finance Facility”) that was previously entered into with the Banks, for the construction of
the El Limon -Guajes Mine ( “ELG”) located in southwest Mexico . The Company may use the Revolving Facility for
MML’s general corporate purposes, including development expenditures, subject to the conditions of the Loan Facility.
Fred Stanford, President and CEO of Torex said: “ This Loan Facility is the result of the very productive relationship
that has been established over the years with the Banks . The advantages of this Loan F acility include access to
resources for the development of our Media Luna Project, a reduction in debt costs, and a reduction in the management
time required to manage the Loan Facility, thereby freeing up management time for optimization of our current
operations and to focus on development of growth projects. We look forward to advancing the growth opportunities
that are made possible by this Loan Facility.”
The Loan Facility has a revised repayment schedule for the Term Facility and provides for, as part of the permitted
payments, potential spending to facilitate the development of the Company’s Media Luna Development and the Sub-
Sill from ELG cash flow, subject to satisfaction of the terms of the Loan Facility, including compliance with financial
covenants.
The Loan Facility remove s various covenants and restrictions imposed under the Project Finance Facility, including
the requirement for mandatory hedging and reduces certain restrictions on cash. The mandatory cash sweeps have
also been removed provided that (i) if the ELG does not meet 90 % of certain projected operating and economic
performance parameters by December 31, 2018 or (ii) if any mine plan or base case financial model requiring approval
of the majority Lenders does not receive such approval, a mandatory cash sweep shall be reint roduced until US$50
million of the Term Facility has been repaid.
The Loan Facility bears 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 additional draws under the Revolving
Facility. The Loan Facility continues to be secured by all of the assets of MML and secured guarantees of the Company
and each of its other subsidiaries. The Revolving Facility and the Term Facility will mature June 30, 2020 and June
30, 2022, respectively. The first scheduled repayment of the Term Facility is March 31, 2018, and repayments continue
in quarterly installments until maturity. The Revolving Facility and the Term Facility may be repaid in full at any time
without penalty or premium.
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
The Company was advised by Cassels Brock & Blackwell LLP (Canadian Counsel) and Sánchez-Mejorada, Velasco
y Ribé (Mexican Counsel). The Banks were advised by Fasken Martineau DuMoulin LLP (Canadian Counsel), Ritch
Mueller, S.C. (Mexican Counsel) and Hatch Ltd. (Independent Engineer).
Torex is an eme rging 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 commerci al production in March of 2016 and the Media Luna Project, which is an early stage
development project, and for which the Company iss ued 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] 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, the further draws on the Revolving
Facility which are subject to certain customary conditions, and the development of the Company’s Media Luna Development and
the Sub-Sill, the prospect of bringing the Media Luna Project into production and the potential to double the gold production of the
Company. The Media Luna mineral resources are inferred mineral resources . Inferred mineral resources are considered too
speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral
reserves and there is no certainty that the Media Luna PEA will be realized. , Mineral resources that are not mineral reserves do
not have demonstrated economic viability. 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 f rom
those expressed or implied by such forward- looking information, 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 information will prove to be accurate, as actual results and future events could differ materially
from those anticipated in such information. The Company does not undertake to update any forward-looking information, except in
accordance with applicable securities laws.