Mr. Jorge Ramiro of Reyna Silver reports

REYNA GOLD OBTAINS SHAREHOLDER AND COURT APPROVAL FOR ACQUISITION BY REYNA SILVER

The shareholders of Reyna Gold Corp. have approved the previously announced acquisition of Reyna Gold by Reyna Silver Corp. by way of a plan of arrangement at a special meeting of the Reyna Gold shareholders held on Oct. 8, 2024. Reyna Gold and Reyna Silver are also pleased to announce that Reyna Gold obtained a final order of the Supreme Court of British Columbia on Oct. 10, 2024, approving the transaction and finding it to be fair and reasonable to the Reyna Gold shareholders. Under the terms of the transaction, each Reyna Gold shareholder will receive one common share of Reyna Silver for every three common shares of Reyna Gold held.

"The overwhelming support of our shareholders for the Reyna Silver transaction demonstrates our shareholders' excitement for the prospects of the combined business," said Michael Wood, chief executive officer of Reyna Gold.

"We believe that the combined portfolio of the Reyna Silver and Reyna Gold exploration properties and the combined management team's experience creates the potential for the combined business to become a premier metals exploration company," added Jorge Ramiro Monroy, chief executive officer of Reyna Silver.

The special meeting voting results

The special resolution approving the transaction required the approval of two-thirds of the votes cast by Reyna Gold shareholders, present in person or represented by proxy at the special meeting. The arrangement resolution was approved by a significant majority of votes cast at the special meeting. The attached table summarizes the voting results on the arrangement resolution.

A total of 13,421,540 common shares of Reyna Gold were represented in person or by proxy at the special meeting, representing approximately 19.96 per cent of the outstanding Reyna Gold shares.

The transaction

Full details regarding the transaction and information regarding the procedure for the exchange of Reyna Gold shares for the consideration are provided in Reyna Gold's management information circular dated Sept. 6, 2024. The circular and accompanying letter of transmittal are available on SEDAR+ under Reyna Gold's profile and on Reyna Gold's website.

The transaction remains subject to the satisfaction or waiver of customary closing conditions, including approval of the TSX Venture Exchange, and is expected to close on or around Oct. 17, 2024. Following completion of the transaction, Reyna Gold will be wholly owned by Reyna Silver, Reyna Gold's shares are expected to be delisted from the TSX-V and an application is expected to be made for Reyna Gold to cease to be a reporting issuer in the applicable jurisdictions.

The debt conversion

Reyna Gold is also pleased to announce that it has agreed with certain directors of Reyna Gold to, immediately prior to the consummation of the transaction, issue 838,750 Reyna Gold shares to such directors in exchange for the cancellation of $41,937.50 of certain outstanding director and management fees. The debt shares will be issued at a deemed price of five cents, in accordance with the policies of the TSX-V.

The debt conversion and related issuance of debt shares is expected to occur immediately prior to the consummation of the transaction and are subject to: (a) the approval of the TSX-V; and (b) the satisfaction (or waiver) of all of the conditions precedent to the transaction set out in the arrangement agreement dated Aug. 7, 2024, between Reyna Gold and Reyna Silver. All securities issued pursuant to the debt conversion are subject to a statutory four-month hold period. Upon the closing of the transaction, any debt shares issued will be converted into common shares of Reyna Silver on the basis of one common share of Reyna Silver for every three Reyna Gold shares.

The issuance of the debt shares to the directors constitutes a related party transaction as that term is defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Reyna Gold intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the debt shares nor the debt exceeds 25 per cent of Reyna Gold's market capitalization.

The anticipated debt conversion was previously announced in Reyna Gold's and Reyna Silver's news releases dated Aug. 7, 2024, and in the circular.

About Reyna Gold Corp.

Reyna Gold is a gold exploration company focused on district-scale exploration. Reyna Gold has a portfolio of assets on the Mojave-Sonora megashear and the Sierra Madre gold in Mexico, and a joint option with Reyna Silver to acquire the 10,300-hectare combined Carlin-style and CRD (carbonate replacement deposit) Gryphon Summit project in Eureka county, Nevada, United States. Reyna Gold has an experienced management team with a proven record of wealth creation through project discovery, advancement and monetization.

About Reyna Silver Corp.

Reyna Silver is a growth-oriented junior exploration and development company. Reyna Silver focuses on exploring for high-grade, district-scale silver deposits in Mexico and the United States. In Nevada, United States, Reyna Silver has entered into an option to acquire 70 per cent of the 12,058-hectare Gryphon Summit project in a 50/50 partnership with Reyna Gold. The Gryphon project shows features indicating uniquely superimposed/overprinted silver-lead-zinc-copper carbonate replacement (CRD), Carlin gold and critical metal mineralization. Also in Nevada, Reyna Gold is advancing its option to acquire 100 per cent of the Medicine Springs project, where Reyna Silver is exploring a potentially significant silver-lead-zinc-copper CRD/skarn/porphyry system. Reyna Silver's Mexican assets are 100 per cent owned and include the Guigui project and the Batopilas project, both located in Chihuahua state. The Guigui project covers the interpreted source area for the Santa Eulalia carbonate replacement deposit district and Batopilas covers most of Mexico's historically highest-grade silver system.

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