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Reyna Silver Corp. — Management Reports 2025
May 30, 2025
47691_rns_2025-05-30_839059e8-6022-432c-81c6-c16d440733e9.pdf
Management Reports
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REYNA SILVER
REYNA SILVER CORP.
(An Exploration Stage Company)
MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2025
OVERVIEW AND INTRODUCTORY COMMENT
Reyna Silver Corp. ("Reyna" or the "Company") is a growth-oriented junior exploration and development company listed on the TSX Venture Exchange under the trading symbol "RSLV". The Company focuses on exploring for high-grade, district-scale silver deposits in Mexico and the USA.
Reyna's principal properties are the optioned Gryphon Summit property and the Medicine Springs property in Nevada, USA, and the 100% owned Guigui Property (including the contiguous La Chinche property) and the Batopilas mineral property in Mexico.
This MD&A is dated May 30, 2025 and discloses specified information up to that date. Unless otherwise noted, all currency amounts are expressed in Canadian dollars. The following information should be read in conjunction with the unaudited condensed consolidated interim financial statements and the related notes for the three months ended March 31, 2025 and the Company's audited consolidated financial statements for the year ended December 31, 2024 and the related notes thereto.
Additional information relevant to the Company and the Company's activities can be found on SEDAR+ at www.sedarplus.ca, and/or on the Company's website at www.reynasilver.com.
MAJOR QUARTERLY OPERATING MILESTONES
Exploration activities
(a) Gryphon Summit Property (Nevada, USA)
On January 23, 2025, the Company announced the results of its 8 hole, 2,413 m 2024 Drilling Program at the Gryphon Summit Project
The 2024 drill program marked the first time CRD mineralization was targeted at Gryphon, and the technical team reported that drilling in the Union area revealed CRD mineralization and pathfinders overprinted and surrounded by gold mineralization pathfinders. The same Silver and Gold association was also cut in the Sadler target areas. The relatively shallow 2024 program tested combined geochemical, structural and geophysical anomalies believed to be associated with larger-scale targets at depth. Considering the size of the Gryphon project, identifying vectors to assist target prioritization and refinement is a major step forward as exploration advances. The full drill results can be found by following this link.
Reyna Silver Corp.
Management's Discussion & Analysis
REYNASILVER
Key Exploration Takeaways
- GENERAL: The drill program consisted of 8 diamond drill holes totalling 2,413 meters from 5 previously permitted drill pads in BLM and patented claim ground. Three holes were drilled at Union and five at Sadler (See Figure 1). This represents a tiny fraction of the overall claim package.
- UNION: Drilling cut silver-bearing CRD mineralization, alteration and pathfinder metals with overprinting and surrounding gold mineralization for the first time at Gryphon. The geochemistry and core indicate the structures carrying this combination saw substantial mineralization-related fluid flow (See Union section below for technical details).
- SADLER: Drilling here also cut silver-bearing CRD mineralization, alteration and pathfinder metals with overprinting and surrounding gold mineralization. Meanwhile, fieldwork identified the presence of the previously unrecognized IB Unit, regionally known as a significant host rock in the Pipeline-Cortez-Goldrush and Carlin-Goldstrike Carlin districts that also appears to be readily identifiable with CSAMT geophysics. Reevaluation of existing geophysics and extending it into new areas should significantly assist future targeting.
Reyna Silver's technical team designed a limited, shallow drilling program on the eastern side of the property area, where it is laced with multiple sub-parallel structures that show strong gold, silver, copper and pathfinder element geochemical anomalies along kilometres of their lengths. Most of these structures have never been directly targeted despite these anomalies and extensive historical prospecting work. Drilling was designed to test the overprinting hypothesis along two of these structures that were reachable from existing roads and permitted pads. The team believes the results validate the concept and warrant its much broader application across the balance of the property. Additionally, the results show that CSAMT geophysics reveals the location of a regionally well-known Carlin Gold host unit, now shown to extend across the property through the zone where major structures are associated with some of the most significant Gold and Silver results in the Sadler area.
Reyna Silver Corp.
Management's Discussion & Analysis
REYNASILVER

Figure 1. Map of the overall 12,058 ha Gryphon Summit Project (right) and zoomed in on the 2024 eastern area of interest (left) with 2024 drill holes noted in black and the 23 historical drill holes in grey. Sampling results from the project are in representative color and scale relative to the element. Gold is yellow with the highest values between 15.1-24.2 ppm, Copper is red with the highest values between $5 - 11.6\%$ , Silver is blue with the highest values between 300-2060 ppm and Zinc is green with the highest values between $3 - 35\%$ . Note that the system is polymetallic with overlapping metals symbols that locally obscure underlying symbols. Blue outlines denote the patented claim blocks. Reyna's holes are denoted GS (Gryphon Summit), followed by the year and cumulative project hole number (c.f. GS24-24 was Reyna Silver's first drill hole). Drillholes GS24-24, GS24-30 and GS24-31 were drilled in the Union Patented claims, GS24-25, GS24-26, and GS24-27 were drilled in South Sadler, GS24-28 was drilled in the 007 zone, and GS24-29 was drilled in Middle Sadler.

UNION
Reyna Silver completed consolidating the Gryphon Project by acquiring the in-lying patented claims covering the past-producing Union and Mineral Hill CRD deposits just prior to the 2024 drilling program (See Press Releases of August 1, 2024 and August 6, 2024). These old mining areas are similar to other famous CRD systems in the area including the Eureka district $70\mathrm{km}$ south and the Cortez Camp $50\mathrm{km}$ to the west, both known for their significant gold credits - generally believed to stem from a later overprint of Carlin-type gold mineralization. Both mineralization types are documented at Gryphon, with the two mineralizing events exploiting the same structural plumbing at different times, so understanding the controls on CRD mineralization should enhance understanding the geometry of the entire system, including where concentrated Carlin-type gold may occur. These acquisitions allowed Reyna Silver to
Reyna Silver Corp.
Management's Discussion & Analysis
REYNASILVER
bring their expertise in the textural and geochemical zonations of the CRD-Skarn-Porphyry continuum to illuminate the overall structural framework and associated fluid pathways followed later by gold mineralization.
Three holes were drilled in the Union patented ground, including GS24-24, the first hole to target CRD mineralization on the property. The hole cut multiple structures carrying CRD mineralization and pathfinder elements, including and surrounded by elevated gold and associated pathfinder elements (See Table 1 for illustrative results or follow the link for full assays). The Reyna Silver geological team then undertook the first detailed mapping of the area and drilled Holes GS24-30 and GS24-31 from the same drill pad to find fluid pathways leading to the feeder zone.
| Table 1. | Drillhole GS24-24 | Gold and Pathfinder Elements | Silver and Pathfinder Elements | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Drillhole | From | To | Length | Au PPB | As PPM | Tl PPM | Sb PPM | Te PPM | Ag PPM | Zn PPM | Pb PPM | Cu PPM | Ga PPM |
| GS24-24 | 76.0 | 77.0 | 1.0 | 32 | 202 | 0.2 | 17 | 0.03 | 1.8 | 1753 | 278 | 4 | 1.8 |
| GS24-24 | 77.0 | 78.5 | 1.5 | 16 | 167 | 0.3 | 15 | 0.03 | 1.7 | 1095 | 93 | 2 | 1.9 |
| GS24-24 | 78.5 | 79.6 | 1.1 | 15 | 2279 | 5.0 | 150 | 0.1 | 18.9 | 20000 | 3707 | 31 | 11.4 |
| GS24-24 | 79.6 | 81.0 | 1.4 | 12 | 188 | 0.4 | 32 | 0.03 | 3.6 | 7494 | 470 | 3 | 1.2 |
| GS24-24 | 76.0 | 81.0 | 5.0 | 17.9 | 279 | 1.4 | 104 | 0.0 | 14.4 | 86 | 65 | 378 | 11.9 |
GS24-30 at Union was perhaps the most interesting hole of the drill campaign. In addition to combined Gold and Silver mineralization, this vertical hole cut highly altered felsic dikes of the kind commonly found in CRD systems. The dikes show contorted flow banding and brecciation typical of volatile-rich CRD dikes and are flanked by complexly deformed pervasive black silicification and argillic alteration. The dike shows a consistently pronounced Gallium signature (41 ppm Gallium over 17.4 m. See Table 2), which may have important implications for the nature of the magmatic system(s) driving Gryphon and the potential for elevated Gallium in associated mineralization (See Table 2 and full drill results)
| Table 2 | Drillhole GS24-30 | Gold and Pathfinder Elements | Silver and Pathfinder Elements | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Drillhole | From | To | Length | Au PPB | As PPM | Tl PPM | Sb PPM | Te PPM | Ag PPM | Zn PPM | Pb PPM | Cu PPM | Ga PPM |
| GS24-30 | 88.4 | 89.5 | 1.1 | 4 | 137 | 0.0 | 5 | 0.03 | 0.0 | 349 | 22 | 1 | 43.7 |
| GS24-30 | 89.5 | 90.5 | 1.0 | 2 | 90 | 0.0 | 2 | 0.03 | 0.0 | 289 | 22 | 1 | 46 |
| GS24-30 | 90.5 | 91.5 | 1.0 | 1 | 186 | 0.1 | 4 | 0.03 | 0.0 | 328 | 42 | 1 | 45.1 |
| GS24-30 | 91.5 | 92.5 | 1.0 | 2 | 220 | 0.1 | 4 | 0.03 | 0.0 | 347 | 62 | 7 | 50.2 |
| GS24-30 | 92.5 | 93.5 | 1.0 | 1 | 111 | 0.2 | 2 | 0.03 | 0.1 | 240 | 43 | 2 | 48.1 |
| GS24-30 | 93.5 | 94.5 | 1.0 | 1 | 110 | 0.1 | 2 | 0.03 | 0.0 | 251 | 51 | 1 | 49.9 |
| GS24-30 | 94.5 | 95.5 | 1.0 | 1 | 112 | 0.0 | 1 | 0.03 | 0.0 | 212 | 65 | 1 | 49.8 |
| GS24-30 | 95.5 | 96.5 | 1.0 | 11 | 89 | 0.0 | 2 | 0.03 | 0.0 | 240 | 73 | 1 | 48.8 |
| GS24-30 | 96.5 | 97.5 | 1.0 | 1 | 377 | 0.1 | 10 | 0.03 | 0.1 | 523 | 148 | 2 | 51 |
| GS24-30 | 97.5 | 98.5 | 1.0 | 2 | 824 | 0.0 | 21 | 0.03 | 0.0 | 1006 | 225 | 1 | 49.9 |
| GS24-30 | 98.5 | 99.3 | 0.8 | 1 | 904 | 0.3 | 53 | 0.03 | 3.5 | 1976 | 361 | 2 | 26 |
| GS24-30 | 99.3 | 100.7 | 1.4 | 1 | 759 | 0.4 | 27 | 0.03 | 8.8 | 1525 | 743 | 26 | 4.4 |
| GS24-30 | 100.7 | 101.8 | 1.2 | 2 | 588 | 0.1 | 14 | 0.03 | 0.4 | 998 | 416 | 2 | 47.7 |
| GS24-30 | 101.8 | 103.0 | 1.2 | 1 | 165 | 0.2 | 9 | 0.03 | 0.1 | 314 | 84 | 1 | 43 |
| GS24-30 | 103.0 | 104.1 | 1.2 | 1 | 215 | 0.3 | 10 | 0.03 | 0.1 | 302 | 94 | 1 | 39.3 |
| GS24-30 | 104.1 | 105.2 | 1.1 | 1 | 461 | 0.3 | 12 | 0.03 | 0.1 | 1824 | 276 | 2 | 43.3 |
| GS24-30 | 105.2 | 105.8 | 0.6 | 5 | 1237 | 1.1 | 29 | 0.03 | 5.4 | 4536 | 1479 | 4 | 6.3 |
| GS24-26 | 88.4 | 105.8 | 17.4 | 2.1 | 366.8 | 0.2 | 11.6 | 0.0 | 1.1 | 806.6 | 225.8 | 3.7 | 41.0 |
Reyna Silver Corp. Management's Discussion & Analysis
REYNASILVER
SADLER
Five holes were drilled along 800 metres of a multi-kilometer long strong structural zone that runs through the Sadler area and has multiple surface expressions of mineralization with locally strong gold, silver, and copper geochemical anomalies (See Figure 1). From north to south the zone includes the 007, Middle Sadler and South Sadler target areas.
GS24-25, GS24-26, and GS24-27 were drilled in South Sadler along mineralized structures where they cut the recently identified IB rock unit, which lies at the base of the Pilot Shale and is associated with Carlin gold mineralization at Pipeline-Cortez-Goldrush and Carlin-Goldstrike. 2011 drilling 500 metres to the east (GS11-02) targeted some of these structures and ended in the carbonates after cutting the IB zone. Assay results for GS11-02 are not publicly available. Holes GS24-25 to 27 were designed to test this zone up-dip and shallower than this older hole, and they returned some of the strongest gold, silver and related pathfinder elements cut in the 2024 program within the IB. Drill hole GS24-25 cut 5.7 meters of IB downhole from 53.1 to 58.8 meters (See Table 3) and GS-26 cut 4 metres of IB downhole from 61.7 to 65.7 metres (See Table 4). Assays in the IB in both holes revealed elevated Au, As, Sb and Te, especially at the base of the unit where alteration indicates mineralization fluid movement. Notably, the IB also appears to have been a favourable control on CRD mineralization as it also hosts some of the most significant Ag, Pb, Zn, and Cu (CRD-related metals) cut in the program (Table 3, 4). The IB lies at the base of the thick Pilot Shale, above a thick section of carbonate rocks favourable for CRD development, and the Pilot may have acted as a seal that confined the CRD fluids to the IB and those carbonates below. Following high CRD metals values in the base of the IB may be a valuable exploration guide to coherent CRD mineralization down-dip at depth in the carbonates. The IB was also intersected near surface in Hole GS24-28 in the 007 Zone (See full results by following the link).
| Table 3 Drillhole GS24-25 | Gold and Pathfinder Elements | Silver and Pathfinder Elements | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Drillhole | From | To | Length | Au PPB | As PPM | Tl PPM | Sb PPM | Te PPM | Ag PPM | Zn PPM | Pb PPM | Cu PPM | Ga PPM | ||
| GS24-25 | 53.1 | 54.2 | 1.0 | 1 | 295 | 5.3 | 13 | 0.07 | 0.1 | 120 | 13 | 33 | 13.6 | ||
| GS24-25 | 54.2 | 55.1 | 0.9 | 3 | 203 | 1 | 22 | 0.08 | 0.5 | 26 | 17 | 34 | 11.9 | ||
| GS24-25 | 55.1 | 55.6 | 0.6 | 1 | 190 | 1.4 | 31 | 0.09 | 0.6 | 56 | 16 | 36 | 10.2 | ||
| GS24-25 | 55.6 | 56.2 | 0.6 | 1 | 232 | 1.5 | 35 | 0.06 | 0.8 | 64 | 21 | 38 | 10.1 | ||
| GS24-25 | 56.2 | 56.7 | 0.5 | 29 | 230 | 1.5 | 26 | 0.08 | 1.1 | 70 | 26 | 45 | 14.1 | ||
| GS24-25 | 56.7 | 58.3 | 1.6 | 52 | 270 | 11.3 | 23 | 0.12 | 3.2 | 82 | 44 | 65 | 19.3 | ||
| GS24-25 | 58.3 | 58.8 | 0.6 | 91 | 515 | 2.2 | 302 | 0.28 | 37.8 | 111 | 840 | 534 | 7.5 | ||
| GS24-25 | 5.7 | 26.6 | 273 | 4.9 | 51 | 0.1 | 5.0 | 77 | 107 | 94 | 13.6 | ||||
| Table 4 Drillhole GS24-26 | Gold and Pathfinder Elements | Silver and Pathfinder Elements | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Drillhole | From | To | Length | Au PPB | As PPM | Tl PPM | Sb PPM | Te PPM | Ag PPM | Zn PPM | Pb PPM | Cu PPM | Ga PPM | ||
| GS24-26 | 61.7 | 62.6 | 0.9 | 4 | 193 | 2.4 | 14 | 0.09 | 0.2 | 32 | 13 | 32 | 11.5 | ||
| GS24-26 | 62.6 | 62.8 | 0.2 | 9 | 314 | 0.8 | 10 | 0.13 | 0.3 | 17 | 20 | 55 | 17.5 | ||
| GS24-26 | 62.8 | 64.4 | 1.7 | 10 | 215 | 1.1 | 15 | 0.1 | 0.7 | 33 | 23 | 39 | 12.7 | ||
| GS24-26 | 64.4 | 64.8 | 0.4 | 77 | 269 | 2 | 31 | 0.16 | 8.3 | 47 | 61 | 205 | 23.1 | ||
| GS24-26 | 64.8 | 65.1 | 0.3 | 46 | 357 | 0.7 | 310 | 0.18 | 68.1 | 204 | 195 | 705 | 4.5 | ||
| GS24-26 | 65.1 | 65.8 | 0.7 | 142 | 522 | 0.8 | 424 | 0.11 | 50.8 | 277 | 197 | 1730 | 5.6 | ||
| GS24-26 | 61.7 | 65.8 | 4.0 | 39.2 | 279 | 1.4 | 104 | 0.1 | 14.4 | 86 | 65 | 376 | 11.9 |
Reyna Silver Corp. Management's Discussion & Analysis
REYNASILVER
Reyna Silver's drilling and surface mapping show that the stratigraphic contact marked by the IB coincides with a strong CSAMT geophysical anomaly that appears in the same position in many of the 17 kilometres of CSAMT survey lines run in 2006 and 2021. The anomaly appears to expand notably to the east of South Sadler towards one of the most interesting historic holes, GS11-02, where the same IB-related stratigraphic break between siliclastics and carbonates is seen (See Figure 2). It is not yet clear whether the CSAMT response stems from the IB directly or mineralization and alteration affecting or underlying it, nonetheless it appears to be a promising guide to mineralization across the entire property. Follow-up work combining the existing CSAMT lines with the detailed surface mapping and sampling data to identify high-potential target areas is underway.

Figure 2. CSAMT Geophysics with drillhole collars and trace projections. The coloration in the geophysics shows the resistivity from high in white and blue to low in purple and red. The IB unit intercepts are highlighted in blue.
Subsequently, the Company paid US$30,000 towards the option payment obligation of US$150,000 and US$20,000 towards the agreed upon penalty payment of US$50,000 to extend the due date from April 30, 2025 to May 26, 2025. On May 26, 2025, the Company and Gryphon agreed on these terms:
i. The Company will make a partial payment of US$100,000 on May 26, 2025 (paid);
ii. The Company will pay additional penalty of US$30,000 in addition to the US$30,000 already agreed upon penalty payment on the earlier of June 22, 2025 or a deal announcement;
iii. The Company will pay the remaining option payment (US$20,000), the overdue fees and expenses plus interest on the unpaid fees, expenses and option payments on the earlier of June 22, 2025 or a deal announcement;
iv. The Company will complete project data transfer by June 6, 2025;
Reyna Silver Corp.
Management's Discussion & Analysis
REYNASILVER
v. The Company will provide assurance that it retains full responsibility for the payment of any yet unpaid invoices for Gryphon Summit costs; and
vi. On May 26, 2025, the Company will issue 250,000 shares due on April 30, 2025 (issued).
(b) Medicine Springs Property (Nevada, USA)
On May 21, 2025 and on May 29, 2025, the Optionors and the Company entered into an Amended and Restated Option Reinstatement Agreement ("the "Agreement"). Per the terms of the Agreement, in order to exercise the option and acquire a 100% interest in the property, the Company is required to fulfill the following:
(i) Make a cash payment of US$150,000 to the Optionors within 3 days of the execution of the amendment dated March 30, 2023 (paid);
(ii) Make a cash payment of US$150,000 to the Optionors on or before September 15, 2023 (paid);
(iii) Pay to the Optionors an amendment fee in the aggregate amount of US$5,000 (paid);
(iv) Make a cash payment of US$150,000 to the Optionors on or before March 1, 2024 (paid);
(v) Make a cash payment of US$15,000 to the Optionors on or before October 1, 2024 (paid);
(vi) Make a cash payment of US$30,000 amendment fee to the Optionors on or before May 23, 2025 (paid);
(vii) Make a cash payment of US$20,000 amendment fee to the Optionors on or before May 31, 2025 (paid);
(viii) Make a cash payment of US$10,000 reinstatement fee to the Optionors on or before June 22, 2025;
(ix) Issue common shares in equivalent of US$310,000 to the Optionors and issue to the Optionors (based on the 30-day VWAP (volume-weighted average price) of Reyna Silver's common shares on the Exchange prior to the date of issuance subject to a floor price of $0.065 per common share) on or before June 22, 2025;
(x) Make a cash payment of US$150,000 to the Optionors on or before October 1, 2025;
(xi) Incur additional expenditures on the development of the property such that the total aggregate expenditures on the property is not less than US$2,700,000 on or before December 31, 2023 (incurred); and
(xii) Paying such amount as is required to maintain the mineral claims included in the property in good standing on or before July 15, 2023 (paid).
(c) Union Hill Property (Nevada, USA)
On May 9, 2025 and on May 30, 2025, the Company and Aulode LLC. ("Aulode") amended the option agreement (the "Agreement").
The Agreement gives the Company the right (the "First Option") to earn a 100% ownership interest in the mineral rights and rights to prospect and explore the Project; and the further right (the "Second Option") to earn a 100% ownership interest in all remaining rights (including without limitation surface rights) in the Project and to become the fee title owner of the Project. The First Option is subject to the Company making the following cash payments to Aulode:
Reyna Silver Corp.
Management's Discussion & Analysis
REYNASILVER
| Date/Period | Cash Payment |
|---|---|
| On execution of this Agreement (the “Execution Date”) | US$27,500 (paid) |
| On or before April 10, 2025 | US$10,000 (paid) |
| On or before May 31, 2025 | US$20,000 (paid) |
| On or before June 22, 2025 | US$73,000 |
| On or before March 15, 2026 | US$95,000 |
| On or before March 15, 2027 | US$155,000 |
| On or before March 15, 2028 | US$240,000 |
| On or before March 15, 2029 | US$240,000 |
| On or before March 15, 2030 | US$240,000 |
The Second Option is subject to the Company making a production decision and making further cash payments to Aulode as follows:
(i) US$500,000 within thirty (30) days after the Company receives all construction, environmental and other permits required in order to proceed with construction on the Project; and
(ii) US$2,000,000 no later than the date three months prior to the estimated date of commencement of construction on the Project.
If the Company has not made a production decision by January 5, 2031, it may extend the date for exercise of the Second Option by up to a further four years by making further cash payments of US$250,000 on or before March 15 in respect of each such one-year extension up to March 15, 2034.
Should the Company be delinquent on its payments on or before the due dates listed above, the Company must pay US$15,000 per month (or part thereof) in addition to the delinquent payment tranche in order for the Company to reinstate the Agreement.
On exercise of the Second Option, the Company will grant Aulode a 2.5% net smelter return ("NSR") royalty over the Project. The Company will have the option to repurchase the 2.5% NSR royalty at any time by paying Aulode US$2,500,000.
QUARTERLY FINANCIAL CONDITION
Capital Resources
On February 5, 2025, the Company completed the first tranche of a non-brokered private placement by issuing 14,889,999 units ("Unit") at a price of $0.075 per Unit for gross proceeds of $1,116,750. On February 14, 2025, the Company completed the second tranche of a non-brokered private placement by issuing 21,439,900 Units at a price of $0.075 per Unit for gross proceeds of $1,607,992. On February 28, 2025, the Company completed the third tranche of a non-brokered private placement by issuing 1,420,000 Units at a price of $0.075 per Unit for gross proceeds of $106,500. On March 14, 2024, the Company completed the final tranche of a non-brokered private placement by issuing 2,623,066 Units at $0.075 per Unit for gross proceeds of $196,730. In aggregate, the Company issued 40,372,965 Units for aggregate gross proceeds of $3,027,972 in the offering.
Reyna Silver Corp.
Management's Discussion & Analysis
REYNASILVER
Each Unit consists of one common share and one common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of $0.12 until February 5, 2028 for the first tranche, until February 14, 2028 for the second tranche, until February 28, 2028 for the third tranche, and until March 14, 2028 for the final tranche. Under the residual value approach, $201,865 was assigned to the warrant component of the Units.
In connection with the private placement, the Company paid a total of $98,441 cash finder's fee, issued 52,500 compensation warrants, each of which is exercisable into one common share at a price of $0.075 until February 5, 2028, issued 1,219,043 compensation warrants, each of which is exercisable into one common share at a price of $0.075 until February 14, 2028, and issued 21,000 compensation warrants, each of which is exercisable into one common share at a price of $0.075 until February 28, 2028. The value of the compensation warrants was determined to be $54,145 calculated using the Black-Scholes option pricing model. Another $83,198 paid in cash was also included as share issue costs.
In addition, the Company has entered into a debt settlement agreement with an arm's-length creditor to settle an aggregate amount of $64,019 in outstanding debt relating to services rendered, through the issuance of an aggregate of 853,583 units at a deemed price of $0.075 per Unit. Each Unit consists of one common share and one common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of $0.12 until March 14, 2028. Under the residual value approach, $4,268 was assigned to the warrant component of the Units.
On May 21, 2025, the Company granted 700,000 options to its consultants with an exercise price of $0.075 expiring on May 21, 2030.
The Company is aware of the current conditions in the financial markets and has planned accordingly. The Company's current treasury and the future cash flows from warrants, finders' warrants, advisors' options and options, along with the planned developments within the Company are sufficient to carry out its activities throughout 2025. The Company would consider future equity financings if such financings are beneficial to the Company. If the market conditions change, the Company will make adjustment to its budgets accordingly.
Liquidity
As at March 31, 2025, the Company had a working capital of $459,402 (December 31, 2024 – working capital deficiency of $2,205,484). With respect to working capital, $1,832,849 was held in cash and cash equivalents (December 31, 2024 – $15,277). The increase in cash was mainly due to (a) net proceeds of $2,928,690 from the issuance of shares; while being offset by (b) operating expenses including exploration expenses totaling $852,652; (c) exploration and evaluation assets expenditures of $85,453; and (d) repayment of shareholders' loans of $173,013.
Reyna Silver Corp. Management's Discussion & Analysis
REYNASILVER
Operations
For the three months ended March 31, 2025 compared with the three months ended March 31, 2024:
The Company's exploration expenses amounted to $220,659 (2024 - $204,124), an increase of $16,535.
Excluding the non-cash share-based payment of $76,245 (2024 - $Nil) and foreign exchange loss of $20,601 (2024 - $9,696), the Company's administrative expenses amounted to $503,456 (2024 - $443,510), an increase of $59,946 mainly due to: (a) consulting fees of $121,580 (2024 - $81,863) as a result of paying a Mexican consultant who helped the Company to receive its VAT receivable from the government; (b) marketing and shareholders communication of $186,952 (2024 - $172,096) as the Company has been active in promoting to its shareholders and potential investors regarding the Company's operating activities as well as its exploration programs on its properties; and (c) office of $33,522 (2024 - $16,784).
The other major item for the three months ended March 31, 2025, compared with March 31, 2024, was:
- property investigation costs of $Nil (2024 - $18,821).
During the three months ended March 31, 2025, the Company reported a loss of $820,961 (2024 - $676,151), an increase of $144,810.
SIGNIFICANT RELATED PARTY TRANSACTIONS
During the quarter, there was no significant transaction between related parties other than the normal course of business.
COMMITMENTS, EXPECTED OR UNEXPECTED, OR UNCERTAINTIES
The Company is committed to issue a total of 1,188,681 common shares to its directors, officers and consultants over the next 9 months for consulting and geological consulting services.
On December 16, 2022, the Company entered into a Collaborative Research Agreement with the University of British Columbia pursuant to which the Company is required to make the payments as follows:
- $31,000 on the Effective date of the agreement (paid);
- $31,000 on the first anniversary of the Effective date (paid); and
- $31,000 on the second anniversary of the Effective date.
Other than disclosed in this MD&A – Quarterly Highlights, the Company does not have any commitments, expected or unexpected, or uncertainties.
Reyna Silver Corp.
Management's Discussion & Analysis
REYNASILVER
RISK FACTORS
In our MD&A filed on SEDAR April 30, 2025 in connection with our annual financial statements (the "Annual MD&A"), we have set out our discussion of the risk factors which we believe are the most significant risks faced by the Company. An adverse development in any one risk factor or any combination of risk factors could result in material adverse outcomes to the Company's undertakings and to the interests of stakeholders in the Company including its investors. Readers are cautioned to take into account the risk factors to which the Company and its operations are exposed. To the date of this document, there have been no significant changes to the risk factors set out in our Annual MD&A.
DISCLOSURE OF OUTSTANDING SHARE DATA
The authorized share capital of the Company consists of an unlimited number of common shares without par value. The following is a summary of the Company's outstanding share data as at March 31, 2025:
| Issued and outstanding | ||
|---|---|---|
| March 31, 2025 | May 30, 2025 | |
| Common shares outstanding | 264,166,822 | 264,166,822 |
| Options | 8,678,231 | 9,178,231 |
| Restricted share units | 2,950,000 | 2,950,000 |
| Warrants | 117,331,852 | 117,331,852 |
| Finder's warrants | 3,656,719 | 3,656,719 |
| Fully diluted common shares outstanding | 396,783,624 | 397,283,624 |
QUALIFIED PERSON
Dr. Peter Megaw, Ph.D., C.P.G., is the Company's Qualified Person, reviewing the technical aspects of exploration projects described herein and is responsible for the design and conduct of the exploration programs and the verification and quality assurance of analytical results. Dr. Megaw is not independent as he and/or companies with which he is affiliated hold Net Smelter Royalties on the Guigui and Batopilas Projects that predate Reyna Silver acquiring them.
Cautionary Statements
This document contains "forward-looking statements" within the meaning of applicable Canadian securities regulations. All statements other than statements of historical fact herein, including, without limitation, statements regarding exploration results and plans, and our other future plans and objectives, are forward-looking statements that involve various risks and uncertainties. Such forward-looking statements include, without limitation, our estimates of exploration investment, the scope of our exploration programs, and our expectations of ongoing administrative costs. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company's documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and we do not undertake any obligation to update forward-looking statements should conditions
Reyna Silver Corp.
Management's Discussion & Analysis
REYNASILVER
or our estimates or opinions change, except as required by law. Forward-looking statements are subject to risks, uncertainties and other factors, including risks associated with mineral exploration, price volatility in the mineral commodities we seek, and operational and political risks. Readers are cautioned not to place undue reliance on forward-looking statements.
Reyna Silver Corp.
Management's Discussion & Analysis
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