Torex Gold Reports Q1 2024 Results

On track to deliver on full-year production and cost guidance with funding surplus in-hand to complete the Media Luna Project

(All amounts expressed in U.S. dollars unless otherwise stated)

Toronto, May 8, 2024 - Torex Gold Resources Inc. (the "Company" or "Torex") (TSX: TXG) reports the Company's financial and operational results for the three months ended March 31, 2024. Torex will host a conference call tomorrow morning at 9:00 AM (ET) to discuss the results.

Jody Kuzenko, President & CEO of Torex, stated:

"2024 is off to a solid start with production and costs tracking to full-year guidance. Operational results were in line with expectations, with quarterly gold production of 115,494 ounces ("oz") at all-in sustaining costs¹ of $1,202 per oz. Our cost performance, combined with a record quarterly average realized gold price¹ of $2,023 per oz, resulted in an impressive all-in sustaining costs margin¹ of 39%. With decreasing costs expected through 2024 as open pit stripping winds down, we are well-positioned to deliver even stronger margins should the gold price remain at current levels.

"The strong operational performance resulted in robust free cash flow¹ of $77 million prior to expenditures on the Media Luna Project ($126 million), which includes $44 million of annual tax and royalty payments related to fiscal 2023. We exited the quarter with $405 million in available liquidity¹ (including $113 million in cash), which more than covers the $257 million of upfront expenditures remaining on the Media Luna Project and our objective to maintain at least $100 million of liquidity on the balance sheet.

"Steady progress was made at Media Luna with the project close to 70% complete at quarter end. As of March 31, 95% of upfront costs had been committed including 71% incurred. Development and construction activities are tracking to plan with first concentrate production anticipated before year end and commercial production expected early next year. With this year expected to be the final year of elevated capital expenditures, we are well-positioned to return to positive free cash flow in mid-2025.

"With consistently solid operational results from ELG, Media Luna construction advancing as planned, and a funding surplus in-hand to complete Media Luna on time and on budget, our first quarter results have laid the foundation for what we expect will be a transformational year for the Company and our shareholders."

FIRST QUARTER 2024 HIGHLIGHTS

• Strong safety performance continues: The Company exited the quarter with one lost-time ankle injury at the Media Luna Project and reached 14 million hours lost-time injury free at the El Limón Guajes ("ELG") Mine Complex. As at March 31, 2024, the lost-time injury frequency ("LTIF") for the Morelos Complex was 0.15 per million hours worked for both employees and contractors on a rolling 12-month basis.
  
  
• Gold production: Delivered gold production of 115,494 oz for the quarter driven by a record average gold recovery of 90.7%, the highest level achieved to date. Throughput rates remained above 13,000 tonnes per day ("tpd") for the fifth consecutive quarter, averaging 13,118 tpd. With the solid start to the year, the Company is on track to achieve annual production guidance of 400,000 to 450,000 oz. On a gold equivalent ounce basis ("oz AuEq"), the Company produced 117,306 oz AuEq² and is on track to achieve guidance of 410,000 to 460,000 oz AuEq².
  
  
• Gold sold: Sold 111,642 oz of gold at an average realized gold price¹ of $2,023 per oz, contributing to revenue of $236.5 million. On a gold equivalent ounce basis, the Company sold 114,199 oz AuEq².
  
  
• Total cash costs¹ and all-in sustaining costs¹: Total cash costs of $918 per oz sold and all-in sustaining costs of $1,202 per oz sold. All-in sustaining costs margin¹ of $821 per oz sold, implying an all-in sustaining costs margin¹ of 39%. Cost of sales was $157.4 million or $1,410 per oz sold in the quarter, primarily impacted by the appreciation of the Mexican peso. Costs are expected to decrease through 2024 as stripping requirements continue to decline with the wind down of the open pits and as such, the Company is on track to achieve full year total cash costs guidance of $860 to $910 per oz and all-in sustaining costs guidance of $1,100 to $1,160 per oz. On a gold equivalent ounce basis, total cash costs of $943 per oz AuEq sold² and all-in sustaining costs of $1,221 per oz AuEq sold² relative to guidance of $900 to $950 per oz AuEq sold² and $1,130 to $1,190 per oz AuEq sold², respectively.
  
  
• Net income and adjusted net earnings¹: Reported net income of $43.1 million or earnings of $0.50 per share on both a basic and diluted basis. Adjusted net earnings of $35.9 million or $0.42 per share on both a basic and diluted basis. Net income includes a derivative loss of $16.2 million related to gold forward contracts and foreign exchange collar contracts entered into to mitigate downside price risk during the construction of the Media Luna Project.
  
  
• EBITDA¹ and adjusted EBITDA¹: Generated EBITDA of $98.0 million and adjusted EBITDA of $113.2 million.
  
  
• Cash flow generation: Net cash generated from operating activities totalled $79.8 million and $72.5 million before changes in non-cash operating working capital, including income taxes paid of $43.9 million including the 7.5% Mexican mining royalty for 2023 of $24.8 million. Negative free cash flow¹ of $49.1 million is net of cash outlays for capital expenditures, lease payments and interest, including borrowing costs capitalized. Negative free cash flow was a direct result of $126.4 million invested in the Media Luna Project.
  
  
• Strong financial liquidity: The quarter closed with net cash¹ of $69.2 million, including $113.2 million in cash and $44.0 million of lease-related obligations, no borrowings on the credit facilities of $300.0 million as at March 31, 2024 and letters of credit outstanding of $7.9 million, providing $405.3 million in available liquidity¹.
  
  
• Media Luna Project: During the quarter, Media Luna Project expenditures totalled $126.4 million, with a remaining project spend of $257.1 million. As of March 31, 2024, physical progress on the Project was approximately 69%, with detailed engineering, procurement activities, underground development, and surface construction advancing. With 95% of upfront expenditures committed as at March 31, 2024 (including 71% incurred), expenditures to date have tracked reasonably well to the initial budget of $874.5 million, noting the strength of the Mexican peso remains a headwind to contend with. Quarterly expenditures are expected to remain above $100 million through Q3 2024 before declining in Q4 2024 as Media Luna nears completion and commercial production is subsequently declared. There has been no change to full-year guidance of $350.0 to $400.0 million on project capital expenditures.
  
  
• Year-end Mineral Reserves & Resources³: At ELG Underground, Proven and Probable reserves increased to 654 koz AuEq, extending the reserve life out to late 2028. Measured and Indicated resources expanded by 432 koz AuEq (570 koz AuEq prior to mined depletion), while Inferred resources increased by 119 koz AuEq. The resource growth was a direct result of the successful 2023 drilling program as well as the assumption of a lower cut-off grade, reflecting higher metal price assumptions and lower costs due to steady increases in underground mining rates. At EPO, infill drilling was successful in upgrading Inferred resources, while step-out drilling expanded the overall mineralized footprint. Indicated resources increased by 481 koz AuEq. The updated resource will form the basis of an internal prefeasibility study to be completed in the second half of 2024. The positive results from the 2023 drilling program support the Company's goal to maintain annual production of more than 450,000 oz AuEq beyond 2027 and extend the overall life of the Morelos Complex well beyond 2033.
  
  
• ESG rating improvements: The Company's MSCI ESG rating improved from 'A' to 'AA', with governance practices noted as 'leading global peers' (96^th percentile). In addition, the Company's overall Sustainalytics ESG Risk Rating score improved from 31.5 for 2023 (classified as High risk) to 28.5 for 2024 (now categorized as Medium risk) and the CDP Climate Change Score improved from 'C' (Awareness level) in 2022 to 'B-' (Management level) in 2023.

1. These measures are Non-GAAP Financial Performance Measures or Non-GAAP ratios (collectively, "Non-GAAP Measures"). For a detailed reconciliation of each Non-GAAP Measure to its most directly comparable IFRS financial measure see Tables 2 to 11 of this press release. For additional information on these Non-GAAP Measures, please refer to the Company's management's discussion and analysis ("MD&A") for the three months ended March 31, 2024, dated May 7, 2024. The MD&A, and the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2024, are available on Torex's website (www.torexgold.com) and under the Company's SEDAR+ profile (www.sedarplus.ca).
2. Gold equivalent ounces produced and sold includes production of silver and copper converted to a gold equivalent based on a ratio of the average realized prices for each commodity sold in the period. Refer to "Gold Equivalent Reporting" on page 6 of the Company's MD&A for the three months ended March 31, 2024, dated May 7, 2024, for the relevant average realized prices by commodity and "Guidance" on page 7 of the Company's MD&A for 2024 guidance assumptions.
3. Mineral reserve and mineral resource estimates for the Morelos Complex can be found in tables 12 and 13, respectively, of this press release. AuEq values account for underlying metal prices and metallurgical recoveries used in reserve and resource estimates. For more information on the mineral reserve and mineral resource estimates for the Morelos Complex, please see the Company's annual information form for the year ended December 31, 2023, or the Company's news release titled "Torex Gold Reports Year-end 2023 Reserves & Resources" issued on March 26, 2024, and filed on SEDAR+ at www.sedarplus.ca and on the Company's website at www.torexgold.com.

Table 1: Operating and Financial Highlights

1. On a 12-month rolling basis, per million hours worked.
2. These measures are Non-GAAP Measures. For a detailed reconciliation of each Non-GAAP Measure to its most directly comparable measure in accordance with the IFRS as issued by the International Accounting Standards Board see Tables 2 to 11 of this press release. For additional information on these Non-GAAP Measures, please refer to the Company's MD&A for the three months ended March 31, 2024, dated May 7, 2024. The MD&A and the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2024, are available on Torex's website (www.torexgold.com) and under the Company's SEDAR+ profile (www.sedarplus.ca).
3. Gold equivalent ounces produced and sold includes production of silver and copper converted to a gold equivalent based on a ratio of the average realized prices for each commodity sold in the period. Refer to "Gold Equivalent Reporting" on page 6 of the Company's MD&A for the relevant average realized prices by commodity.

CONFERENCE CALL AND WEBCAST DETAILS

The Company will host a conference call tomorrow at 9:00 AM (ET) where senior management will discuss the first quarter operating and financial results. For expedited access to the conference call, registration is open to obtain an access code in advance, which will allow participants to join the call directly at the scheduled time. Alternatively, dial-in details are as follows:

• Toronto local or International: 1-647-484-8814
• Toll-Free (North America): 1-844-763-8274

A live webcast of the conference call will be available on the Company's website at https://torexgold.com/investors/upcoming-events/. The webcast will be archived on the Company's website.

Table 2: Reconciliation of Total Cash Costs and All-in Sustaining Costs to Production Costs and Royalties

1. This amount excludes a loss of $4.2 million, gain of $0.5 million and loss of $3.6 million for the three months ended March 31, 2024, December 31, 2023, and March 31, 2023, respectively, in relation to the remeasurement of share-based payments. This amount also excludes corporate depreciation and amortization expenses totalling $0.1 million, $nil and $0.1 million for the three months ended March 31, 2024, December 31, 2023, and March 31, 2023, respectively, within general and administrative costs. Included in general and administrative costs is share-based compensation expense in the amount of $2.3 million or $21/oz for the three months ended March 31, 2024, $1.1 million or $8/oz for the three months ended December 31, 2023, $1.9 million or $16/oz for the three months ended March 31, 2023. This amount excludes other expenses totalling $1.2 million, $2.1 million and $0.6 million for the three months ended March 31, 2024, December 31, 2023, and March 31, 2023, respectively.
2. Gold equivalent ounces produced and sold includes production of silver and copper converted to a gold equivalent based on a ratio of the average realized prices for each commodity sold in the period. Refer to "Gold Equivalent Reporting" on page 6 of the Company's MD&A for the relevant average realized prices by commodity.

Table 3: Reconciliation of Sustaining and Non-Sustaining Costs to Capital Expenditures

1. This amount includes a realized gain (or a reduction in the capitalized expenditures) of $0.8 million, $0.3 million and $nil for the three months ended March 31, 2024, December 31, 2023, and March 31, 2023, respectively, in relation to the settlement of foreign exchange zero cost collars that were entered into to manage the capital expenditure risk related to a further strengthening of the Mexican peso.
2. The amount of cash expended on additions to property, plant and equipment in the period as reported in the Condensed Consolidated Interim Statements of Cash Flows.

Table 4: Reconciliation of Average Realized Gold Price and Total Cash Costs Margin to Revenue

1. Gold equivalent ounces produced and sold includes production of silver and copper converted to a gold equivalent based on a ratio of the average realized prices for each commodity sold in the period. Refer to "Gold Equivalent Reporting" on page 6 of the Company's MD&A for the relevant average realized prices by commodity.

Table 5: Reconciliation of All-in Sustaining Costs Margin to Revenue

1. Gold equivalent ounces produced and sold includes production of silver and copper converted to a gold equivalent based on a ratio of the average realized prices for each commodity sold in the period. Refer to "Gold Equivalent Reporting" on page 6 of the Company's MD&A for the relevant average realized prices by commodity.

Table 6: Reconciliation of Adjusted Net Earnings to Net Income

Table 7: Reconciliation of EBITDA and Adjusted EBITDA to Net Income

1. Includes depreciation and amortization included in cost of sales, general and administrative expenses and exploration and evaluation expenses.

Table 8: Reconciliation of Free Cash Flow to Net Cash Generated from Operating Activities

1. The amount of cash expended on additions to property, plant and equipment in the period as reported on the Condensed Consolidated Interim Statements of Cash Flows.
2. Including borrowing costs capitalized to property, plant and equipment.

Table 9: Reconciliation of Net Cash to Cash and Cash Equivalents

Table 10: Reconciliation of Available Liquidity to Cash and Cash Equivalents

Table 11: Reconciliation of Unit Cost Measures to Production Costs

Table 12: Mineral Reserve Estimate - Morelos Complex (December 31, 2023)

Notes to accompany the mineral reserve table:

1. Mineral reserves were developed in accordance with CIM (2014) guidelines.
2. Rounding may result in apparent summation differences between tonnes, grade, and contained metal content. Surface stockpile mineral reserves are estimated using production and survey data and apply the same gold equivalent ("AuEq") formula as ELG Open Pits.
3. AuEq of total reserves is established from combined contributions of the various deposits.
4. The qualified person for the mineral reserve estimate is Johannes (Gertjan) Bekkers, P. Eng., VP of Mines Technical Services.
5. The qualified person is not aware of mining, metallurgical, infrastructure, permitting, or other factors that materially affect the mineral reserve estimates.

Notes to accompany the Media Luna Underground mineral reserves:

1. Mineral reserves are based on Media Luna Measured & Indicated mineral resources with an effective date of December 31, 2023.
2. Media Luna Underground mineral reserves are reported above an in-situ ore cut-off grade of 2.4 g/t AuEq.
3. Media Luna Underground cut-off grades and mining shapes are considered appropriate for a metal price of $1,500/oz gold ("Au"), $19/oz silver ("Ag") and $3.50/lb copper ("Cu") and metal recoveries of 90% Au, 86% Ag, and 93% Cu.
4. Mineral reserves within designed mine shapes assume long-hole open stoping, supplemented with mechanized cut-and-fill mining and includes estimates for dilution and mining losses.
5. Media Luna Underground AuEq = Au (g/t) + Ag (g/t) * (0.0121) + Cu (%) * (1.6533), accounting for metal prices and metallurgical recoveries.

Notes to accompany the ELG Underground mineral reserves:

1. Mineral reserves are founded on Measured and Indicated mineral resources, with an effective date of December 31, 2023, for ELG Underground (including Sub-Sill, El Limón Deep and El Limón Sur Trend deposits).
2. ELG Underground mineral reserves are reported above an in-situ ore cut-off grade of 2.8 g/t AuEq and an in-situ incremental cut-off grade of 1.6 g/t AuEq.
3. Cut-off grades and mining shapes are considered appropriate for a metal price of $1,500/oz gold ("Au"), $19/oz silver ("Ag") and $3.50/lb copper ("Cu") and metal recoveries of 90% Au, 86% Ag, and 93% Cu, accounting for the planned copper concentrator.
4. Mineral reserves within designed mine shapes assume mechanized cut and fill mining method and include estimates for dilution and mining losses.
5. Mineral reserves are reported using an Au price of US$1,500/oz, Ag price of US$19/oz, and Cu price of US$3.50/lb.
6. ELG Underground AuEq = Au (g/t) + Ag (g/t) * (0.0121) + Cu (%) * (1.6533), accounting for metal prices and metallurgical recoveries.

Notes to accompany the ELG Open Pit mineral reserves and Surface Stockpiles:

1. Mineral reserves are founded on Measured and Indicated mineral resources, with an effective date of December 31, 2023, for El Limón and El Limón Sur deposits.
2. ELG Open Pit mineral reserves are reported above an in-situ cut-off grade of 1.2 g/t Au.
3. ELG Low Grade mineral reserves are reported above an in-situ cut-off grade of 0.88 g/t Au.
4. It is planned that ELG Low Grade mineral reserves within the designed pits will be stockpiled during pit operation and processed during pit closure.
5. Mineral reserves within the designed pits include assumed estimates for dilution and ore losses.
6. Cut-off grades and designed pits are considered appropriate for a metal price of $1,500/oz Au and metal recovery of 89% Au.
7. Mineral reserves are reported using an Au price of US$1,500/oz, Ag price of US$19/oz, and Cu price of US$3.50/lb.
8. Average metallurgical recoveries of 89% for Au, 30% for Ag, and 15% for Cu.
9. ELG Open Pit (including surface stockpiles) AuEq = Au (g/t) + Ag (g/t) * (0.0043) + Cu (%) * (0.2697), accounting for metal prices and metallurgical recoveries.

Table 13: Mineral Resource Estimate - Morelos Complex (December 31, 2023)

Notes to accompany the mineral resource table:

1. CIM (2014) definitions were followed for mineral resources.
2. Mineral resources are depleted above a mining surface or to the as-mined solids as of December 31, 2023.
3. Gold equivalent ("AuEq") of total mineral resources is established from combined contributions of the various deposits.
4. Mineral resources for all deposits are based on an underlying gold ("Au") price of US$1,650/oz, silver ("Ag") price of US$22/oz, and copper ("Cu") price of US$3.75/lb.
5. Mineral resources are inclusive of mineral reserves.
6. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
7. Numbers may not add due to rounding.
8. The estimate was prepared by Ms. Carolina Milla, P.Eng. (Alberta), Principal, Mineral Resources

Notes to accompany Media Luna Underground mineral resources:

1. The effective date of the estimate is December 31, 2023.
2. Mineral resources for Media Luna Underground are reported above a 2.0 g/t AuEq cut-off grade.
3. Metallurgical recoveries at Media Luna Underground average 90% Au, 86% Ag, and 93% Cu.
4. The assumed mining method is from underground methods, using a combination of long-hole open stoping and mechanized cut-and-fill.
5. Media Luna Underground AuEq = Au (g/t) + (Ag (g/t) * 0.0127) + (Cu (%) * 1.6104), accounting for underlying metal prices and metallurgical recoveries for Media Luna Underground.

Notes to accompany ELG Underground mineral resources:

1. The effective date of the estimate is December 31, 2023.
2. Mineral resources for ELG Underground are reported above a cut-off grade of 2.2 g/t AuEq.
3. Average metallurgical recoveries are 90% Au, 86% Ag, and 93% Cu, accounting for recoveries with planned copper concentrator.
4. The assumed mining method is underground cut and fill.
5. ELG Underground AuEq = Au (g/t) + (Ag (g/t) * 0.0127) + (Cu (%) * 1.6104), accounting for underlying metal prices and metallurgical recoveries for ELG Underground.

Notes to accompany EPO Underground mineral resources:

1. The effective date of the estimate is December 31, 2023.
2. Mineral resources for EPO Underground are reported above a 2.0 g/t AuEq cut-off grade.
3. Metallurgical recoveries at EPO average 87% Au, 85% Ag, and 92% Cu.
4. The assumed mining method is from underground methods, using long-hole open stoping.
5. EPO Underground AuEq = Au (g/t) + (Ag (g/t) * 0.0130) + (Cu (%) * 1.6480), accounting for underlying metal prices and metallurgical recoveries for EPO Underground.

Notes to accompany the ELG Open Pit mineral resources:

1. The effective date of the estimate is December 31, 2023.
2. Mineral resources for ELG Open Pit are reported above an in-situ cut-off grade of 0.78 g/t Au.
3. Average metallurgical recoveries are 89% Au, 30% Ag, and 15% Cu.
4. Mineral resources are reported inside an optimized pit shell, underground mineral reserves at ELD within the El Limón pit shell have been excluded from the open pit mineral resources.
5. ELG Open Pit AuEq = Au (g/t) + (Ag (g/t) * 0.0045) + (Cu (%) * 0.2627), accounting for underlying metal prices and metallurgical recoveries for ELG Open Pit.

ABOUT TOREX GOLD RESOURCES INC.

Torex is an intermediate gold producer based in Canada, engaged in the exploration, development, and operation of its 100% owned Morelos Property, an area of 29,000 hectares in the highly prospective Guerrero Gold Belt located 180 kilometres southwest of Mexico City. The Company's principal asset is the Morelos Complex, which includes the El Limón Guajes ("ELG") Mine Complex, the Media Luna Project, a processing plant, and related infrastructure. Commercial production from the Morelos Complex commenced on April 1, 2016 and an updated Technical Report for the Morelos Complex was released in March 2022. Torex's key strategic objectives are: integrate and optimize the Morelos Property; deliver Media Luna to full production; grow reserves and resources; disciplined growth and capital allocation; retain and attract best industry talent; and build on ESG excellence.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Torex Gold Resources Inc.
Jody Kuzenko
President and CEO
Direct: (647) 725-9982
jody.kuzenko@torexgold.com

Dan Rollins
Senior Vice President, Corporate Development & Investor Relations
Direct: (647) 260-1503
dan.rollins@torexgold.com

QUALIFIED PERSONS
The scientific and technical information contained in this press release pertaining to mineral reserves and mineral resources has been reviewed and approved by Johannes (Gertjan) Bekkers, P.Eng., Vice President, Mine Technical Services of Torex Gold Resources Inc. and a Qualified Person under NI 43-101.

CAUTIONARY NOTES ON FORWARD-LOOKING INFORMATION
This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information also includes, but is not limited to, statements that: the Company is on track to deliver on full-year production and cost guidance with funding surplus in-hand to complete the Media Luna Project; with decreasing costs expected through 2024 as open pit stripping winds down, we are well-positioned to deliver even stronger margins should the gold price remain at current levels; development and construction activities are tracking to plan with first concentrate production anticipated before year end and commercial production expected early next year; we are well-positioned to return to positive free cash flow in mid-2025; our first quarter results have laid the foundation for what we expect will be a transformational year for the Company and our shareholders; the Company is on track to achieve annual production guidance of 400,000 to 450,000 oz; the Company is on track to achieve guidance of 410,000 to 460,000 oz AuEq; costs are expected to decrease through 2024 as stripping requirements continue to decline with the wind down of the open pits and as such, the Company is on track to achieve full year total cash costs guidance of $860 to $910 per oz and all-in sustaining costs guidance of $1,100 to $1,160 per oz; quarterly expenditures are expected to remain above $100 million through 2024 before declining in Q4 2024 as the Media Luna Project nears completion and commercial production is subsequently declared; there has been no change in full year guidance of $350.0 to $400.0 million on project capital expenditures; and the positive results from the 2023 drilling program support the Company's goal to maintain annual production of more than 450,000 oz AuEq beyond 2027 and extend the overall life of the Morelos Complex well beyond 2033; and key strategic objectives are: integrate and optimize the Morelos Property; deliver Media Luna to full production; grow reserves and resources; disciplined growth and capital allocation; retain and attract best industry talent; and build on ESG excellence. Generally, forward-looking information and statements can be identified by the use of forward-looking terminology such as "forecast," "plans," "expects," or "does not expect," "is expected," "strategic" or variations of such words and phrases or statements that certain actions, events or results "will", "may," "could," "would," "might," or "on track,", or "well positioned to" occur. 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, without limitation, risks and uncertainties identified in the technical report (the "Technical Report") released on March 31, 2022, entitled "NI 43-101 Technical Report ELG Mine Complex Life Of Mine Plan and Media Luna Feasibility Study", which has an effective date of March 16, 2022, and the Company's annual information form ("AIF") and management's discussion and analysis ("MD&A") or other unknown but potentially significant impacts. Forward-looking information and statements are based on the assumptions discussed in the Technical Report, AIF and MD&A and such other reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances at the date such statements are made. Although the company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated. 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. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, whether as a result of new information or future events or otherwise, except as may be required by applicable securities laws. The Technical Report, MD&A and AIF are filed on SEDAR+ at www.sedarplus.ca and available on the Company's website at www.torexgold.com.

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