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Regency Silver Corp. Proxy Solicitation & Information Statement 2026

May 19, 2026

35757_rns_2026-05-19_d4b2ad00-8081-45b9-bf4b-5a9433e0fafe.pdf

Proxy Solicitation & Information Statement

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REGENCY SILVER

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of the shareholders of Regency Silver Corp. (the "Company") will be held at Suite 501 – 543 Granville Street, Vancouver, BC on Tuesday, June 23, 2026 at 10:00 am (PST) for the following purposes:

  1. to receive the annual financial statements of the Company for its fiscal year ended December 31, 2025 together with the report of the auditor thereon;
  2. to re-appoint Manning Elliott LLP as auditors for the ensuing year;
  3. to fix the number of directors of the Company for the ensuing year at five (5);
  4. to elect Bruce Bragagnolo, Michael Tucker, Frank Cordova, Rajinder Chowdhry and Alejandro Sucre as directors of the Company for the ensuing year;
  5. to approve by ordinary resolution, the Company's omnibus equity incentive plan, (the "Omnibus Plan") as more fully set out under the heading the "Omnibus Plan" in the attached Information Circular; and
  6. to approve the transaction of such other business as may properly come before the Meeting.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The Company will utilize the notice-and-access model provided for under National Instrument 54-101 ("Notice and Access") for the delivery of its information circular (the "Information Circular"), the Company's audited financial statements and the Management's Discussion & Analysis for the financial year ended December 31, 2025 (collectively, the "Meeting Materials"), to its Shareholders in respect of the Meeting.

Under Notice and Access, instead of receiving paper copies of the Meeting Materials, Shareholders will be receiving a notice with information on how they may access the Meeting Materials electronically. However, Shareholders will receive a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting. The use of this alternative means of delivery is more environmentally friendly, as it will help reduce paper use and it will also reduce the Company's printing and mailing costs.

The Company will mail paper copies of the Meeting Materials to those registered and beneficial Shareholders who have previously elected to receive paper copies of the Company's Meeting Materials. All other Shareholders will receive a Notice and Access notification, which will contain information on how they may access the Meeting Materials electronically in advance of the Meeting.

The Company's financial statements will be presented at the Meeting. Please refer to the notes accompanying the Instrument of Proxy enclosed and then complete and send the Instrument of Proxy to the Company's transfer agent, Computershare Investor Services Inc. at 2nd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 by mail or fax no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof.

The board of directors of the Company has fixed May 5, 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays


and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf, please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, this 12th day of May, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

"Bruce Bragagnolo"

Bruce Bragagnolo
CEO, Executive Chairman and Director


REGENCY SILVER

NOTICE-AND-ACCESS NOTIFICATION

for the Annual General and Special Meeting of Shareholders to be held on June 23, 2026

You are receiving this notification as Regency Silver Corp. (the "Company") is using the notice-and-access model for delivery of certain meeting materials to its non-registered shareholders ("Non-Registered Holders"). Under notice-and-access, instead of a paper copy of the information circular (the "Circular"), Non-Registered Holders receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and also will reduce the cost of printing and mailing materials to Non-Registered Holders. Non-Registered Holders are reminded to review the Circular before voting.

MEETING DATE AND LOCATION

When: Tuesday, June 23, 2026 at 10:00 a.m. (PST)

Where: Suite 501 – 543 Granville Street, Vancouver, BC, V6C 1X8

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS

Financial Statements: Shareholders will be asked to receive the consolidated financial statements of the Company for the year ended December 31, 2025, together with auditors' report thereon. Information respecting the financial statements may be found in the Circular under "Particulars of Matters to be Acted Upon - Presentation of Financial Statements".

Number of Directors: Shareholders will be asked to set the number of directors at five (5). Information respecting the number of directors may be found in the Circular under "Number of Directors".

Election of Directors: Shareholders will be asked to elect directors for the ensuing year. Information respecting the election of directors may be found in the Circular under "Election of Directors".

Appointment of Auditor: Shareholders will be asked to reappoint Manning Elliott LLP as the Company auditor for the ensuing year, and authorize the directors to fix their remuneration. Information respecting the appointment of Manning Elliott LLP may be found in the Circular under "Appointment of Auditor".

Omnibus Plan Resolution: Shareholders will be asked to pass an ordinary resolution approving the Company's new omnibus equity incentive plan. Information respecting the omnibus equity incentive plan resolution may be found in the Circular under "Particulars of Matters to be Acted Upon – Approval of Omnibus Plan".

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Other Business:

Shareholders may be asked to consider other items of business that may be properly brought before the meeting.

HOW TO OBTAIN MEETING MATERIALS

Non-Registered Holders may obtain paper copies of the Circular, the Company's management's discussion and analysis of the results of operations and financial condition of the Company for the year ended December 31, 2025 and the audited consolidated financial statements of the Company and accompanying notes for the year ended December 31, 2025 by contacting Broadridge at 1-877-907-7643 or going to www.proxyvote.com and entering your 16 digit control number. If you do not have a control number you can request paper copies by calling Broadridge at their Toll Free Number: English 1-844-916-0609 or French 1-844-973-0593 at any time up until and including the date of the Meeting, including any adjournment or postponement thereof.

To ensure you receive the paper copy in advance of the voting deadline and meeting date, your request must be received no later than 10:00 a.m. (PST) on June 9, 2026.

The meeting materials, as well as the Company's audited consolidated financial statements for the year ended December 31, 2025 and management discussion and analysis will be available on the Company's website at https://regency-silver.com/investors/agm/ or under the Company's profile on SEDAR+ at www.sedarplus.ca..

VOTING

PLEASE NOTE YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote using the methods reflected on your enclosed voting instruction form. Your voting instruction form must be received by 10:00 a.m. (PST) on June 19, 2026.

QUESTIONS

If you have any questions about Notice-and Access, please call Broadridge Investor Communication Solutions, English Proxy Line toll-free at 1-844-916-0609 (Canada and the U.S. only) or direct at 1-303-562-9305 (outside Canada and the U.S.) or the French Proxy Line toll-free at 1-844-973-0593 (Canada and the U.S. only) or direct at 1-303-562-9306 (outside Canada and the U.S.).

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