Torex Gold Resources Inc. (the "Company" or "Torex") (TSX:TXG)(TSX:TXG.WT)
announces that the Company has amended certain terms of the shareholders rights
plan agreement dated May 21, 2014 (the "Plan") to be presented for ratification
at the annual and special meeting of shareholders of Torex scheduled to be held
on June 26, 2014 (the "Meeting"). The amendments were made in response to
comments from ISS Proxy Advisory Services, a branch of Institutional Shareholder
Services Inc. ("ISS"), a proxy voting advisory and corporate governance services
firm. 


Torex has amended the Plan to: 



i.  confine the definition of "Associate" to include only familial
    relationships by removing corporations, trusts and persons who have
    direct or indirect control of more than 10% of the voting rights from
    the definition; 
ii. introduce a cap on "Pro Rata Acquisitions" to prevent the acquisition of
    voting shares pursuant to the acquisition or exercise of rights pursuant
    to a rights offering which may result in a possible change of control
    without shareholder approval by means of a backstopped rights offering; 
iii.limit the Corporation's ability to supplement or amend the Plan prior to
    the Meeting where such actions would materially adversely affect the
    interests of the holders of rights generally; and 
iv. narrow the board of directors' (the "Board") discretion in administering
    the Plan, including with respect to the Board's exclusive ability to
    interpret the provisions of the Plan and making determinations for its
    administration. 



The amended and restated Plan will be available on SEDAR.

About Torex

Torex is a growth-oriented, Canadian-based resource company engaged in the
exploration and development of precious metal resources with a focus on gold. It
owns 100% of the Morelos Gold Property, which is located 180 kilometres
southwest of Mexico City in the highly prospective Morelos Gold Belt. Torex is
currently constructing its El Limon - Guajes Project and continues to explore
within its property to identify a pipeline of additional future economic
deposits. The property covers an area of 29,000ha of which more than 75% remains
unexplored.


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, information with
respect to the recommendation of ISS with respect to the Plan and the future
exploration and development plans concerning the Morelos Gold Property.
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 from those expressed or implied by such
forward-looking information, including the risk factors disclosed elsewhere in
the Company's public disclosure. Accordingly, readers should not place undue
reliance on forward-looking information. The forward-looking information
contained herein is presented for the purposes of assisting investors in
understanding the Company's plans and objectives and may not be appropriate for
other purposes. The Company does not undertake to update any forward-looking
information, except in accordance with applicable securities laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Torex Gold Resources Inc.
Fred Stanford
President and CEO
(647) 260-1502
fred.stanford@torexgold.com


Torex Gold Resources Inc.
Gabriela Sanchez
Vice President Investor Relations
(647) 260-1503
gabriela.sanchez@torexgold.com
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