Star Metro - 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 Meeting will be held on August 11, 2025 at 10:00 a.m. (Vancouver time) at the office of DuMoulin Black LLP on the 15th Floor of 1111 West Hastings Street, Vancouver, British Columbia, Canada.

At the Meeting, Securityholders will be asked to consider and vote upon a resolution (the "Arrangement Resolution") to approve the proposed statutory plan of arrangement (the "Transaction") with Torex Gold Resources Inc. ("Torex") (TSX: TXG) pursuant to which Torex will acquire all of the issued and outstanding common shares ("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 CDN$0.13 per Share (the "Consideration"). Pursuant to the Transaction, each option of the Company outstanding immediately prior to closing of the Transaction (the "Effective Time") 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 formsis August 7, 2025 at 10:00 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 August 7, 2025 at 10:00 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 (the "Arrangement Agreement"), which is filed on the Company's SEDAR+ profile at www.sedarplus.ca.

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 [email protected]. If you have questions in regards to your Consideration, please contact Jorge Monroy at [email protected].

On Behalf of the Board of Directors of Reyna Silver Corp.

Jorge Ramiro Monroy
Chief Executive Officer

For Further Information, Please Contact:

Jorge Ramiro Monroy, Chief Executive Officer
[email protected]
+1 (852) 610-3022
www.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 USA, Reyna Silver has entered into an option to acquire 70% of the 12,058-hectare "Gryphon Summit Project". The Gryphon Project shows features indicating uniquely superimposed/overprinted Silver-Lead-Zinc-Copper Carbonate Replacement (CRD), Carlin Gold and Critical Metals mineralization. Also in Nevada, Reyna Silver is advancing its option to acquire 100% 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% 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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this news release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, among other things, the anticipated date and time of the Meeting and the mailing of the Circular and related materials for the Meeting.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, the Company's ability to satisfy the terms and conditions precedent of the Arrangement Agreement in order to consummate the Transaction; the ability of Reyna Silver and Torex to complete the Transaction; the Company's ability to secure necessary shareholder, Securityholder, legal and regulatory approvals required to complete the Transaction; and the Company's ability to continue with its stated business objectives and obtain required approvals. Additionally, forward-looking information involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: risks associated with the businesses of Torex and Reyna Silver; risks related to the satisfaction or waiver of certain conditions to closing of the Transaction; non-completion of the Transaction; the failure of the Company to obtain all court and regulatory approvals required for the Transaction; and other risk factors as detailed from time to time and additional risks identified in the Company's and Torex's filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca).

Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this news release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this news release by you or any of your representatives or for omissions from the information in this news release.

SOURCE: Reyna Silver Corp.

View the original press release on ACCESS Newswire

A.Landry--SMC