Ms. Jody Kuzenko reports

TOREX GOLD ANNOUNCES AMENDMENT TO RSU PLAN

An amendment to Torex Gold Resources Inc.'s restricted share unit plan will be included in the matters to be presented to shareholders at the annual and special meeting of shareholders of Torex scheduled to be held on June 18, 2025.

The RSU amendment is being made in response to comments from a proxy voting advisory and corporate governance services firm. The amendment to the RSU plan, being the insertion of "amend this Section 5.02" as a new subsection (d) and the corresponding grammatical changes, will expressly restrict Torex's board of directors from amending the amendment section of the RSU plan. Although any amendment to the amendment section of the RSU plan is currently subject to shareholder approval under the rules of the Toronto Stock Exchange, the RSU amendment addresses proxy advisory firm's concern that such rules could change in the future.

The RSU amendment has been approved by the board and, in accordance with the rules of the TSX, must be approved by shareholders at the meeting in order to be effective. Accordingly, the RSU amendment will be presented to shareholders at the meeting as an addition to the resolution to approve all unallocated share units under the RSU plan. Other than in respect of the RSU amendment, management of the company knows of no amendments, variations or other matters to come before the meeting. For additional information about the meeting, please refer to the management information circular dated May 7, 2025, in respect of the meeting, which is available on SEDAR+ and on the company's website.

About Torex Gold Resources Inc.

Torex Gold Resources is an intermediate gold producer based in Canada, engaged in the exploration, development and operation of its 100-per-cent-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 producing Media Luna underground mine, the ELG underground mine, the ELG open-pit mine, the development-stage EPO underground 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: deliver Media Luna to full production and build EPO; optimize Morelos production and costs; grow reserves and resources; disciplined growth and capital allocation; retain and attract best industry talent; and be an industry leader in responsible mining. In addition to realizing the full potential of the Morelos property, the company is seeking opportunities to acquire assets that enable diversification and deliver value to shareholders.

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