Reyna Silver Announces Closing Of Acquisition By Torex Gold

Rhea-AI Summary

Reyna Silver Corp. (OTCQB:RSNVF) has successfully completed its previously announced acquisition by Torex Gold Resources Inc. (TSX:TXG). Under the court-approved plan of arrangement, Torex acquired all outstanding Reyna Silver shares for CDN$0.13 per share in cash.

The transaction, approved by Reyna shareholders on August 11, 2025, and by the Supreme Court of British Columbia on August 15, 2025, includes the vesting and cancellation of all outstanding options, restricted share units, and warrants in exchange for cash payments. Reyna Silver shares are expected to be delisted from the TSX Venture Exchange and OTCQB on August 21, 2025, and the company will apply to cease being a reporting issuer.

Positive

• All-cash transaction providing immediate liquidity for shareholders
• Premium buyout offering shareholders a definitive exit
• Automatic vesting and cash settlement of all equity instruments (options, RSUs, warrants)

Negative

• Delisting from TSX Venture Exchange and OTCQB removes public trading opportunity
• Shareholders lose potential upside in future silver market appreciation
• End of independent operations as public company

VANCOUVER, BC AND HONG KONG, CHINA / ACCESS Newswire / August 20, 2025 / Reyna Silver Corp. ("Reyna Silver" or the "Company")(TSXV:RSLV)(OTCQB:RSNVF)(FRA:4ZC) is pleased to announce that it has completed the previously announced plan of arrangement with Torex Gold Resources Inc. ("Torex") (TSX:TXG), pursuant to which Torex acquired all of the issued and outstanding common shares ("Shares") of Reyna Silver by way of a court-approved plan of arrangement (the "Transaction").

The Transaction was approved at the special meeting of securityholders of Reyna on August 11, 2025 and by the Supreme Court of British Columbia on August 15, 2025.

Pursuant to the Transaction, the holders of Shares (other than Torex) received cash consideration of CDN$0.13 per Share (the "Consideration").Each option of the Company outstanding immediately prior to the effective time of the Transaction (the "Effective Time") automatically vested and was transferred to the Company and immediately cancelled in exchange for a cash payment equal to the amount, 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 automatically vested and was transferred to the Company and immediately cancelled in exchange for a cash payment equal to the Consideration, and each warrant of the Company outstanding immediately prior to the Effective Time was transferred to the Company and immediately cancelled in exchange for a cash payment equal to the amount, if any, by which the Consideration exceeds the exercise price of such warrant.

The Shares are expected to be delisted from the TSX Venture Exchange and the OTCQB at the close of trading on August 21, 2025, and the Company intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

Further details regarding the Transaction are set out in the management information circular of Reyna Silver dated July 9, 2025, which is available on SEDAR+ (www.sedarplus.ca) under Reyna Silver's issuer profile.

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
info@reynasilver.com
+1 (852) 610-3022
www.reynasilver.com

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, statements relating to the anticipated timing for delisting of the Shares from the TSX Venture Exchange and the OTCQB and submission of an application by the Company to cease to be a reporting issuer.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, the anticipated timing of the delisting of the Shares from the TSX Venture Exchange and the OTCQB. 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 the 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

FAQ

What is the acquisition price for Reyna Silver (RSNVF) shares by Torex Gold?

Torex Gold is acquiring Reyna Silver shares for CDN$0.13 per share in cash consideration.

When will Reyna Silver (RSNVF) shares be delisted from the stock exchanges?

Reyna Silver shares are expected to be delisted from the TSX Venture Exchange and OTCQB at the close of trading on August 21, 2025.

What happens to Reyna Silver (RSNVF) stock options and warrants after the Torex acquisition?

All options, restricted share units, and warrants will automatically vest and be cancelled in exchange for cash payments equal to the difference between CDN$0.13 and their exercise price, if applicable.

When did shareholders approve the Torex Gold acquisition of Reyna Silver?

Reyna Silver shareholders approved the transaction at a special meeting on August 11, 2025, followed by Supreme Court of British Columbia approval on August 15, 2025.

What regulatory approvals were required for the Torex-Reyna Silver merger?

The transaction required and received approval from Reyna Silver shareholders, the Supreme Court of British Columbia, and relevant securities regulatory authorities.