Reyna Silver Corp. — Capital/Financing Update 2023

Feb 23, 2023

AMENDING AGREEMENT

THIS AMENDING AGREEMENT is dated for reference February 21, 2023

BETWEEN :

REYNA SILVER CORP .

(the “ Corporation ”)

AND:

EIGHT CAPITAL

(" Eight ")

AND :

CANACCORD GENUITY CORP.

(“ Canaccord ”)

AND:

ECHELON WEALTH PARTNERS INC.

(“Echelon” and together with Eight and Canaccord, the " Underwriters " )

BACKGROUND :

• A. By an underwriting agreement dated February 13, 2023 (the “ Underwriting Agreement ”) between the Corporation and the Underwriters, the Corporation agreed, among other things, to sell and the Underwriters agreed to purchase Units on the terms and conditions set out in the Underwriting Agreement.

• B. The Corporation and the Underwriting are entering into this agreement (the " Amending Agreement ") to document certain amendments to the Underwriting Agreement.

FOR CONSIDERATION , the receipt and sufficiency of which is acknowledged by each of the parties, the parties agree as follows:

1. Definitions

All capitalized terms used but not defined in this Amending Agreement have the meanings given to them in the Underwriting Agreement unless the context requires otherwise.

2. Amendment to Underwriting Agreement

The Amending Agreement is hereby amended as follows:

• (a) by deleting the first paragraph on page 1 of the Underwriting Agreement and replacing it with the following:

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"Eight Capital (" Eight "), as lead underwriter and sole bookrunner, Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (each an " Underwriter ", and together with Eight, the " Underwriters ") understand that Reyna Silver Corp. (the " Corporation ") proposes to issue and sell 21,705,720 units of the Corporation (the " Units ") at a price of $0.30 per Unit (the " Purchase Price ") for gross proceeds of $6,511,716, subject to the terms and conditions set out below. The Units are referred to herein as the " Units " and individually, a " Unit ". The offer and sale of the Units are referred to as the " Offering "."

• (b) by deleting the second paragraph on page 3 of the Underwriting Agreement and replacing it with the following:

"In addition to Commission and Underwriter Warrants payable above, for services provided by the Underwriters to the Corporation in connection with the Offering, the Corporation shall also pay to the Underwriters on the Final Closing Date a corporate finance fee equal to (i) a cash amount of $25,000 and (ii) 180,000 Underwriter Warrants."

• (c) by deleting the fourth paragraph on page 3 of the Underwriting Agreement and replacing it with the following:

"The Corporation shall be entitled to designate to the Underwriters certain Purchasers to be included in the Offering for up to a maximum of 5,225,296 Units for aggregate gross proceeds of up to $1,567,588.80 (the " President's List "). The Corporation hereby agrees that the Underwriters shall not be required to conduct a suitability review under applicable Securities Laws in respect of sales to Purchasers on the President's List, and the Corporation shall indemnify and save harmless the Underwriters against any and all losses or expenses relating to sales to Purchasers on the President's List. The Underwriters may in their sole discretion refuse to process any subscription for a Purchaser on the President's List."

• (d) by deleting Section 3(vv) of the Underwriting Agreement and replacing it with the following:

"other than the Underwriters and the Selling Firms, if any, and other than in connection with certain orders comprising the President's List, there is no person acting or, to the Corporation's knowledge, purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage, agency, finder's fee or similar fee in connection with the Offering;"

3. Confirmation

The Underwriting Agreement, as amended by this Amending Agreement, is confirmed, is in full force and effect and will, together with this Amending Agreement, be read as a single agreement. Time will remain of the essence in all respects.

4. Further Assurances

Each of the parties will at all times execute and deliver all such further documents and instruments, and will do such further acts and things as may be reasonably required to give full effect to this Amending Agreement.

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5. Severability

If any provision in this Amending Agreement is invalid or unenforceable, the remainder of this Amending Agreement will remain in force and be binding upon the parties as though the illegal or unenforceable provision had never been included.

6. Governing Law

This Amending Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario.

7. Enurement

The terms and provisions of this Amending Agreement shall be binding upon and enure to the benefit of the Corporation, the Underwriters and the Purchasers (as contemplated under the Subscription Agreements) their respective executors, heirs, successors and permitted assigns; provided that this Amending Agreement shall not be assignable by any party without the prior written consent of Eight (in the case of the Corporation or any Purchaser) or the Corporation (in the case of the Underwriters or any Purchaser), as applicable.

8. Execution

This Amending Agreement may be executed in counterparts, by electronic signatures, and delivered by electronic means. Each electronic copy will be deemed an original and may be used as evidence of execution. All counterparts together will constitute the same document.

[Remainder of page left intentionally blank. Signature page follows.]

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The parties are signing this Amending Agreement as of the date set out above.

EIGHT CAPITAL

(signed) " John Sutherland "

Per: Authorized Signing Officer

CANACCORD GENUITY CORP.

Per:

(signed) " Matt Reimer "

Authorized Signing Officer

ECHELON WEALTH PARTNERS INC.

Per:

(signed) " Jason Yeung "

Authorized Signing Officer

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The foregoing is hereby accepted on the terms and conditions therein set forth.

DATED as of the 21[st] day of February, 2023.

REYNA SILVER CORP.

(signed) " Jorge Ramiro Monroy "

Per:

Authorized Signing Officer