Mr. Jorge Ramiro Monroy reports

REYNA SILVER ANNOUNCES ACQUISITION BY TOREX GOLD AND CONCURRENT FINANCING

Reyna Silver Corp. has entered into a definitive agreement with Torex Gold Resources Inc. dated June 22, 2025, pursuant to which Torex has agreed to acquire all of the issued and outstanding common shares of Reyna Silver (other than shares held by Torex) by way of a court-approved plan of arrangement for cash consideration of 13 cents per share.

"We are thrilled to announce that Reyna has entered a definitive agreement with Torex. In 2020, recognizing the need for producers to replenish their ounces, we set out to create a company with the premise of looking for projects with high-grade and district-scale potential. We put together an outstanding portfolio of four projects in Mexico and Nevada. Taking each project from initial concept to proof of concept, the Reyna board recognizes that, in the current financing environment, the Torex offer allows these projects to remain as a portfolio and to have the necessary capital and expertise to move them to the next stage," said Jorge Ramiro Monroy, chief executive officer of Reyna Silver.

Transaction summary

The transaction will be completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia), requiring the approval of at least: (i) 66-2/3rds per cent of the votes cast by shareholders of Reyna Silver; (ii) 66-2/3rds per cent of the votes cast by shareholders of Reyna Silver and the holders of warrants, options and restricted share units voting together as a single class; and (iii) a simple majority of the votes cast by Reyna Silver shareholders excluding for this purpose the votes cast by those persons whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) at a special meeting of Reyna Silver securityholders that will be called to consider the transaction.

Pursuant to the transaction, each option of the company outstanding immediately prior to closing of the transaction shall automatically vest and be assigned to the company and immediately be cancelled in exchange for a cash payment equal to the excess, if any, by which the consideration exceeds the exercise price of such option. In addition, each RSU outstanding immediately prior to the effective time shall automatically vest and be assigned to the company in exchange for a cash payment equal to the consideration, and each warrant of the company outstanding immediately prior to the effective time shall be assigned to the company in exchange for a cash payment equal to the excess, if any, by which the consideration exceeds the in-the-money amount of such warrant.

The transaction is subject to court approval by way of receipt of an interim order and a final order. The interim order will provide for, among other things, the holding of the securityholder meeting to approve the transaction. The interim order will also set out other conditions that must be met for Reyna Silver to apply for the final order of the court to approve the transaction.

In addition to securityholder and court approvals, the transaction is subject to applicable regulatory approvals, including, but not limited to, TSX Venture Exchange approval and the satisfaction of certain other closing conditions customary in transactions of this nature. The arrangement agreement contains customary provisions, including non-solicitation, fiduciary-out and right to match provisions. The arrangement agreement provides for a $1.4-million termination fee payable by the company in certain circumstances in the event the arrangement does not close, as well as an expense reimbursement fee of up to $450,000 payable by the company if the arrangement agreement is terminated in certain circumstances.

The arrangement agreement will be made available on Reyna Silver's SEDAR+ profile, and full details of the transaction will be included in the meeting materials to be prepared by Reyna Silver in connection with the special meeting of securityholders. The special meeting is expected to be held in August, 2025, and the transaction is expected to close shortly thereafter.

The transaction has the support of management and the board of directors of Reyna Silver, which collectively hold approximately 7.7 per cent of the outstanding shares and approximately 10.8 per cent of the outstanding shares, warrants, stock options and RSUs collectively, and entered into voting support agreements with Torex to vote in favour of the transaction.

The arrangement agreement was unanimously approved by the board of directors of each of Torex and Reyna Silver. The Reyna board evaluated the transaction with the company's management and advisers and, following receipt and review of a unanimous recommendation from the special committee of the Reyna board, composed entirely of independent directors of Reyna Silver, in favour of the transaction, the Reyna board unanimously determined that the arrangement in accordance with the arrangement agreement is in the best interests of the company, and unanimously recommend that Reyna Silver securityholders vote in favour of the transaction.

The Reyna board received an opinion from Evans & Evans Inc., a financial advisory firm, that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid under the transaction is fair, from a financial point of view, to Reyna Silver shareholders (other than Torex).

Concurrent financing

In connection with the transaction, Torex agreed to purchase units of Reyna Silver for a total investment of $1.1-million in a non-brokered private placement that was agreed to concurrently with the execution of the arrangement agreement.

The price of each unit to be issued under the private placement will be equal to the market price of the shares two trading days following announcement of the transaction, less a 25-per-cent discount, and each unit will be composed of one share and one common share purchase warrant. Each purchaser warrant will be exercisable to acquire one share at the price to be paid under the transaction for a period of one year, provided that, if the exercise price is lower than the market price of the shares following announcement of the transaction, it shall be automatically adjusted upward to the market price.

Reyna Silver has agreed to use the proceeds of the private placement to make certain payments relating to its option agreements in Nevada.

Closing of the private placement is subject to approval of the TSX-V and is expected to close the business day following receipt of such approval. The securities issued pursuant to the private placement will be subject to a statutory four-month hold period.

Advisers

DuMoulin Black LLP and Edwards, Kenny & Bray LLP are acting as legal counsel to Reyna Silver in connection with the transaction, and Evans and Evans was engaged to provide the fairness opinion referred to above.

Cassels Brock & Blackwell LLP is acting as legal counsel to Torex in connection with the transaction.

Amendment to option agreements

Reyna Silver is also pleased to announce that it has entered into agreements to extend the timeline to make certain payments relating to its option agreements for the Gryphon Summit and Medicine Springs projects located in Nevada.

Under the terms of its agreement with the option grantors for the Gryphon Summit project, Reyna Silver has modified its $150,000 (U.S.) mandatory payment, which was originally to be made on or prior to April 30, 2025, to be paid, as modified, in three tranches, with the final payment to be made on or prior to June 20, 2025. Payment of all three tranches has been made. Reyna Silver also agreed to finance into escrow the Bureau of Land Management fees necessary to maintain the project claims by July 7, 2025. Reyna Silver is required to use a portion of the proceeds of the private placement for this purpose.

Under the terms of its agreement with the option grantors for the Medicine Springs project, Reyna Silver extended the remaining mandatory payments to be made as follows: (i) $112,500 (U.S.) to be paid concurrently with the execution of the agreement (which payment has been made); (ii) $310,000 (U.S.) in shares based on the 30-day volume-weighted trading price of the shares prior to issuance, to be issued promptly following execution of the agreement; and (iii) $122,500 (U.S.) to be paid on or before July 7, 2025. Reyna Silver is required to use a portion of the proceeds of the private placement to make the final mandatory payment.

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. The Gryphon project shows features indicating uniquely superimposed/overprinted silver-lead-zinc-copper carbonate replacement deposit Carlin gold and critical metal mineralization. Also in Nevada, Reyna Silver 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 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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