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Torex Gold Resources Inc. (the "Company" or "Torex") (TSX: TXG) announces the appointment of Fred Stanford as Executive Chair, Rick Howes as Lead Independent Director, and Jody Kuzenko as President & Chief Executive Officer of the Company following the Company's 2020 annual and special meeting of shareholders (the "Meeting") held virtually today. The results of the Meeting are set out below.
The Meeting also marked the retirement of Terry MacGibbon as founding Chairman of the Board, as well as Jim Crombie and Bill Shaver as directors.
Fred Stanford, Executive Chair of Torex, stated:
"On this significant day in the history of Torex, I want to express my utmost gratitude to our three retiring directors Bill, Jim and Terry, whose contributions over the years have set a solid foundation for the future direction and success of the Company. I especially want to acknowledge our founding Chairman Terry MacGibbon, who more than a decade ago had the courage and foresight to believe we could build something very special in Mexico -- something that today continues to return significant value not only to shareholders, but to our surrounding communities and society."
Jody Kuzenko, President & Chief Executive Officer (CEO) of the Company, stated:
"I am honoured and humbled to step into the position of CEO, a position that Fred held brilliantly over the past decade as he built the Company from the ground up. With a world-class team in place, Torex will continue to not only deliver operational excellence, but poise itself for continued growth and value generation as a respected and responsible gold company."
Item 1. Election of Directors
At the Meeting, all director nominees listed in the Company's management information circular (the "Circular") dated May 5, 2020, were elected as directors of the Company. The detailed results of the vote by ballot are as follows:
Director Vote Type Number of Votes Percentage of Votes
Frederick M. Stanford For 64,023,178 98.60
Withheld 910,785 1.40
Andrew B. Adams For 52,280,881 80.51
Withheld 12,653,082 19.49
Robin A. Bienenstock For 64,741,313 99.70
Withheld 192,650 0.30
Franklin L. Davis For 52,597,039 81.00
Withheld 12,336,924 19.00
David A. Fennell For 41,152,828 63.38
Withheld 23,781,135 36.62
Richard A. Howes For 64,754,200 99.72
Withheld 179,763 0.28
Michael D. Murphy For 43,691,720 67.29
Withheld 21,242,243 32.71
Roy S. Slack For 64,756,495 99.73
Withheld 177,468 0.27
Elizabeth A. Wademan For 64,569,757 99.44
Withheld 364,206 0.56
Jody L.M. Kuzenko For 64,745,157 99.71
Withheld 188,806 0.29
Item 2. Appointment of Auditor
On a vote by ballot, KPMG LLP, Chartered Public Accountants, were re-appointed as auditors of the Company.
Votes For % Votes For Votes Withheld % Votes Withheld
68,501,712 99.83 114,199 0.17
Item 3. Approval of Amendments to By-Law No. 1
On a vote by ballot, a resolution was passed whereby By-Law No. 1 of the Company was amended to increase the quorum required at each meeting of shareholders as described in the Circular.
Votes For % Votes For Votes Against % Votes Against
64,868,184 99.90 65,779 0.10
Item 4. Approval of Amendments to By-Law No. 2
On a vote by ballot, a resolution was passed whereby By-Law No. 2 of the Company was amended with respect to advance notice of nomination of directors, bringing the Company's advance notice provisions in line with institutional investor guidelines and corporate best practices as described in the Circular.
Votes For % Votes For Votes Against % Votes Against
44,185,447 68.05 20,748,517 31.95
Item 5. Approval of Reconfirmation and Amendment of Shareholder Rights Plan
On a vote by ballot, a resolution was passed whereby the shareholders rights plan of the Company was amended and reconfirmed as described in the Circular.
Votes For % Votes For Votes Against % Votes Against
63,268,987 97.44 1,664,978 2.56
Item 6. Executive Compensation
On a vote by ballot, a non-binding advisory resolution was passed accepting the approach to executive compensation disclosed in the Circular and delivered in advance of the Meeting.
Votes For % Votes For Votes Against % Votes Against
62,865,002 96.81 2,068,963 3.19
The formal report on voting results with respect to all maters voted upon at the Meeting will be filed on SEDAR at www.sedar.com.
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 Gold 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 assets are the El Limon Guajes mining complex ("ELG" or the "ELG Mine Complex"), comprising the El Limon, Guajes and El Limon Sur open pits, the El Limon Guajes underground mine including zones referred to as Sub-Sill and ELD, and the processing plant and related infrastructure, which commenced commercial production as of April 1, 2016, and the Media Luna deposit, which is an early stage development project, and for which the Company issued an updated preliminary economic assessment in September 2018 (the "Technical Report"). The property remains 75% unexplored.
For further information, please contact:
TOREX GOLD RESOURCES INC.
Jody Kuzenko Dan Rollins
President and CEO Vice President, Corporate Development & Investor Relations
Direct: (647) 725-9982 Direct: (647) 260-1503
Email: jody.kuzenko@torexgold.com Email: dan.rollins@torexgold.com
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. Notwithstanding the Company's efforts, there can be no guarantee that the Company will not face unforeseen delays or disruptions of its operations including without limitation, delays caused by blockades limiting access to the ELG Mine Complex and the Media Luna Project or by blockades or trespassers impacting the Company's ability to operate. Forward-looking information also includes, but is not limited to a solid foundation has been set for the future direction and success of the Company, the Company has built something that today continues to return significant value not only to shareholders, but to our surrounding communities and society, and Torex will continue to not only deliver operational excellence, but poise itself for continued growth and value generation as a respected and responsible gold company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "believes", "future" or variations of such words and phrases or state that certain actions, events or results "can", "may", "could", "would", "might", "on track", "be achieved", or "to deliver". 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, those risk factors identified in the Technical Report and the Company's annual information form and management's discussion and analysis. Forward-looking information is based on the assumptions discussed in the Technical Report 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.
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