Reyna Silver Securityholders Approve Acquisition by Torex Gold

Rhea-AI Summary

Reyna Silver (OTCQB:RSNVF) announced that its securityholders have overwhelmingly approved the acquisition by Torex Gold Resources (TSX:TXG). The special resolution for the statutory plan of arrangement received strong support with 96.068% approval from shareholders and 97.067% approval from securityholders.

The transaction is expected to close on August 20, 2025, pending a final order from the Supreme Court of British Columbia, scheduled for hearing on August 15, 2025, and satisfaction of other customary closing conditions. The arrangement details are available in Reyna Silver's management information circular dated July 9, 2025, on SEDAR+.

Positive

• Overwhelming securityholder approval with over 96% support for the acquisition
• Strong minority shareholder support with 95.133% approval
• Clear timeline for transaction completion with expected closing date of August 20, 2025

Negative

• Subject to final court approval and other closing conditions that could potentially delay or affect the transaction

VANCOUVER, BC AND HONG KONG, CHINA / ACCESS Newswire / August 11, 2025 / Reyna Silver Corp. ("Reyna Silver" or the "Company") (TSXV:RSLV)(OTCQB:RSNVF)(FRA:4ZC) is pleased to announce that the securityholders of the Company have approved the special resolution (the "Special Resolution") authorizing the statutory plan of arrangement (the "Transaction") with Torex Gold Resources Inc. ("Torex") (TSX:TXG), at the special meeting of Securityholders (as defined below) held on August 11, 2025 (the "Meeting").

Securityholder Approval

At the Meeting, the Special Resolution was approved overwhelmingly by (i) 96.068% of the votes cast by shareholders of Reyna Silver ("Shareholders") present in person or represented by proxy at the Meeting, (ii) 97.067% of the votes cast by Shareholders and the holders of warrants, options and restricted share units (collectively, the "Security holders") present in person or represented by proxy at the Meeting, and (iii) 95.133% of the Shareholders present in person or represented by proxy at the Meeting, excluding, for this purpose, votes attached to shares held by persons whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Transaction Update

The Transaction is expected to be completed on August 20, 2025, subject to, among other things, the Company obtaining a final order from the Supreme Court of British Columbia in respect of the Transaction (the "Final Order") and the satisfaction or waiver or certain other customary closing conditions. The hearing for the Final Order is scheduled to take place on August 15, 2025.

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

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, closing of the Transaction, including the anticipated date of the Final Order and closing of the Transaction.

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 Transaction in order to consummate the Transaction; the ability of Reyna Silver and Torex to complete the Transaction; the Company's ability to secure 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

FAQ

What percentage of Reyna Silver shareholders approved the Torex Gold acquisition?

96.068% of Reyna Silver shareholders voted in favor of the acquisition by Torex Gold.

When is the Torex Gold acquisition of Reyna Silver expected to close?

The transaction is expected to close on August 20, 2025, subject to final court approval and other closing conditions.

What regulatory approvals are still needed for the Reyna Silver acquisition?

The transaction requires a final order from the Supreme Court of British Columbia, with the hearing scheduled for August 15, 2025.

What was the minority shareholder approval rate for the Reyna Silver (RSNVF) acquisition?

95.133% of minority shareholders approved the transaction, excluding votes from persons required to be excluded under MI 61-101.

Where can investors find more details about the Reyna Silver acquisition terms?

Complete transaction details are available in Reyna Silver's management information circular dated July 9, 2025, accessible on SEDAR+ (www.sedarplus.ca).