Reyna Silver Corp. — Board/Management Information 2020

Jun 5, 2020

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102

Continuous Disclosure Obligations

Item 1 Names of the Parties to the Transaction

The following companies were parties to the transaction:

• Century Metals Inc., a company incorporated under the Business Corporations Act (British Columbia) (“Century” or the “Company”)

• Reyna Silver Corp., a company incorporated under the Business Corporations Act (British Columbia) (“Reyna”)

Item 2 Description of the Transaction

Reverse Take-Over Transaction

On June 3, 2020, the Company completed its reverse take-over transaction (the “Transaction”) by way of an amalgamation under section 269 of the Business Corporations Act (British Columbia) and pursuant to the terms and conditions of an acquisition agreement dated March 20, 2020 between the Company and Reyna.

Pursuant to the Transaction, the Company acquired all of the issued and outstanding common shares of Reyna and as a result Reyna became a wholly-owned subsidiary of the Company.

The Company continues to be a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland. The Company is a “venture issuer” as such term is defined in N1 51-102.

Consolidation and Name Change

In connection with the completion of the Transaction, the Company consolidated its share capital so as to have 5,348,245 consolidated shares immediately prior to closing of the Transaction.

The Company also changed its name to Reyna Silver Corp. and Reyna changed its name to Reyna Silver Mining Inc.

Effective at the market opening on June 8, 2019, the common shares of the Company will commence trading on the TSX Venture Exchange (“TSXV”) under the symbol “RSLV”.

Board of Directors and Management

Following completion of the Transaction, the Company has appointed new management. The directors and officers of the Company are now Jorge Ramiro Monroy (CEO and director), Alex Tsang (CFO and Corporate Secretary), Sandy Chim (Chairman and director), Michael Wood (director), Peter Jones (director), and Alexander Langer (director).

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The Transaction is more particularly described in the Company’s Filing Statement dated June 3, 2020. A copy of the Filing Statement is available under the Company’s profile on SEDAR at www.sedar.com.

Item 3 Effective Date of the Transaction

The effective date of the Transaction, consolidation and name change was June 3, 2020.

• Item 4 Name of Each Party, if any, that ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

Not applicable.

• Item 5 Date of the Reporting Issuer’s First financial Year-End after the Transaction, if applicable

  • December 31, 2020

• Item 6 The Period, including comparative period, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year after the Transaction, if applicable

6 Months Ended June 30, 2020 and 2019

9 Months Ended September 30, 2020 and 2019 Year Ended December 31, 2020

3 Months Ended March 31, 2021 and 2020

Item 7 Documents filed under NI 51-102 that describe the Transaction

In connection with the Transaction, the Company filed the following documents which are available under the Company’s profile on SEDAR at www.sedar.com:

News Release dated September 24, 2019

News Release dated December 31, 2019

News Release dated March 17, 2020 News Release dated March 24, 2020

Acquisition Agreement and Amalgamation Agreement filed March 24, 2020

Filing Statement dated June 3, 2020 News Release dated June 4, 2020 Material Change Report dated June 4, 2020

DATED: June 4, 2020

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