Reyna Silver Corp. — Proxy Solicitation & Information Statement 2025

Jul 18, 2025

REYNA SILVER CORP.
1040 West Georgia Street, Suite 1900
Vancouver, British Columbia
Canada, V6E 4H3

NOTICE OF SPECIAL MEETING

NOTICE IS HEREBY GIVEN THAT a special meeting (the "Meeting") of the holders of common shares (the "Shareholders"), the holders of options (the "Optionholders"), the holders of warrants (the "Warrantholders"), and the holders of restricted share units (the "RSU Holders" and, collectively with the Shareholders, Optionholders and Warrantholders, the "Securityholders") of REYNA SILVER CORP. (the "Company") will be held at 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia, on August 11, 2025, at the hour of 10:00 a.m. (Vancouver time), for the following purposes:

1. to consider and, if thought advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix "A" to the accompanying management information circular of the Company dated July 9, 2025 (the "Circular"), approving a plan of arrangement (the "Plan of Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "BCBCA") between the Company and Torex Gold Resources Inc. (the "Purchaser"), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares (the "Shares") of the Company, other than those Shares held by the Purchaser and those Shares held by Shareholders who have validly exercised their dissent rights, for cash consideration of $0.13 per Share (the "Consideration"), all as more particularly described in the Circular; and
2. to transact such further or other business as may properly come before the Meeting and any postponement or adjournment thereof.

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice.

The board of directors of the Company (the "Board") has set the close of business on July 7, 2025 as the record date (the "Record Date") for the Meeting, for determining those Securityholders entitled to receive notice of, and to vote at, the Meeting and any postponement or adjournment of the Meeting. Only persons shown on the applicable register of securityholders at the close of business on the Record Date, or their duly appointed proxyholders, will be entitled to attend the Meeting and vote on the Arrangement Resolution. Shareholders as at the Record Date are entitled to one vote per Share held, Optionholders at the Record Date are entitled to one vote per option held, Warrantholders at the Record Date are entitled to one vote per Warrant held and RSU Holders are entitled to one vote per RSU held, in each case at the Meeting in respect of the Arrangement Resolution.

All Securityholders are entitled to attend and vote at the Meeting in person or by proxy. Securityholders should read, complete, sign and date the enclosed form of proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location set out in the form of proxy accompanying this notice. Important information and detailed instructions about how to participate in the Meeting are available in the accompanying Circular.

DATED this 9th day of July, 2025.

BY ORDER OF THE BOARD

(signed) "Jorge Ramiro Monroy"
Jorge Ramiro Monroy
Chief Executive Officer and Director