Mr. Jorge Monroy reports
REYNA SILVER ANNOUNCES FILING AND MAILING OF THE MANAGEMENT INFORMATION CIRCULAR FOR ITS SPECIAL MEETING OF SECURITYHOLDERS TO APPROVE THE ACQUISITION BY TOREX GOLD
The management information circular and related materials for Reyna Silver Corp.'s special meeting of securityholders of the company are available under Reyna Silver's profile on SEDAR+ and on the company's website. The mailing of the circular and related materials for the meeting, to securityholders, have also commenced.
The meeting will be held on Aug. 11, 2025, at 10 a.m. Vancouver time, at the office of DuMoulin Black LLP on the 15th floor of 1111 West Hastings St., Vancouver, B.C., Canada.
At the meeting, securityholders will be asked to consider and vote upon a resolution to approve the proposed statutory plan of arrangement with Torex Gold Resources Inc., pursuant to which Torex will acquire all of the issued and outstanding common shares of Reyna Silver (other than shares held by Torex and those shares held by shareholders of the company who validly exercised their dissent rights) for cash consideration of 13 cents per share. 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 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 restricted share unit of the company 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 board of directors of the company unanimously recommends that securityholders vote for the arrangement resolution.
The circular and related materials for the meeting provide important information on the transaction and related matters, including the background to the transaction, the rationale for the recommendations made by the board of directors of the company, voting procedures and how to attend the meeting. Securityholders are urged to read the circular and its schedules carefully and in their entirety.
Securityholders are encouraged to vote well in advance of the meeting in accordance with the instructions in the form of proxy or voting instruction form delivered to securityholders. The deadline for securityholders to return their completed proxies or voting instruction forms is Aug. 7, 2025, at 10 a.m. Vancouver time. Securityholders who hold their shares with a broker, bank or other intermediary may be required to return their voting instruction form in advance of Aug. 7, 2025, at 10 a.m. Vancouver time, to be included in the vote.
Non-registered shareholders of the company are also encouraged to contact the proxy department at their broker or other intermediary (where their shares are held) who can assist them with the voting process. Non-registered shareholders of the company must follow the voting instructions provided by their broker or other intermediary, and will need their specific 16-digit control number to vote.
Further details of the transaction are set out in the arrangement agreement dated June 22, 2025, between Torex and Reyna Silver, which are filed on the company's SEDAR+ profile.
Reyna Silver securityholder questions and assistance
If you have any questions or require assistance voting, please contact Reyna Silver's transfer agent, TSX Trust Company, directly at 1-866-600-5869 or tsxtis@tmx.com. If you have questions in regard to your consideration, please contact Jorge Monroy at jorge@reynasilver.com.
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 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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