Reyna Silver announces acquisition by Torex Gold

Reyna Silver entered into a definitive agreement with Torex Gold Resources (TORXF) dated June 22, 2025, pursuant to which Torex has agreed to acquire all of the issued and outstanding common shares of Reyna Silver by way of a court-approved plan of arrangement for cash consideration of C$0.13 per Share. The Transaction will be completed pursuant to a court-approved plan of arrangement under the Business Corporations Act, requiring the approval of at least: 66 2/3% of the votes cast by shareholders of Reyna Silver; 66 2/3% 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 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 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 $1,400,000 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 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, who collectively hold approximately 7.7% of the outstanding Shares and approximately 10.8% 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 advisors and, following receipt and review of a unanimous recommendation from the special committee of the Reyna Board, comprised 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. 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% discount, and each Unit will be comprised 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 upwards 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 TSXV 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.