REYNA SILVER

REYNA SILVER CORP.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

for the Special Meeting of

Securityholders

to be held on August 11, 2025 at 10:00 a.m. (Vancouver time)

RECOMMENDATION TO SECURITYHOLDERS:

THE BOARD OF DIRECTORS OF REYNA SILVER CORP. UNANIMOUSLY RECOMMENDS THAT SECURITYHOLDERS VOTE

FOR

THE ARRANGEMENT RESOLUTION

Dated as of July 9, 2025

Neither the TSX Venture Exchange nor any securities regulatory authority has in any way passed upon the merits of the plan of arrangement described in this management information circular.

REYNASILVER

LETTER TO SECURITYHOLDERS

July 9, 2025

Dear Securityholders,

On behalf of the Board of Directors (the "Board") of Reyna Silver Corp. ("Reyna" or the "Company"), we invite you to attend a special 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 which will be held at 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia, on August 11, 2025, at 10:00 a.m. (Vancouver time) (the "Meeting").

THE TRANSACTION

On June 22, 2025, Reyna entered into an arrangement agreement with Torex Gold Resources Inc. (the "Purchaser") in respect of a proposed statutory plan of arrangement (the "Plan of Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia). At the Meeting, Securityholders will, among other things, be asked to consider and if thought advisable, to vote to pass a special resolution (the "Arrangement Resolution") to approve the Plan of Arrangement, pursuant to which the Purchaser will acquire all of the issued and outstanding common shares (the "Shares") of the Company (the "Transaction"), other than those Shares held by the Purchaser and those Shares held by Shareholders who validly exercised their dissent rights, for cash consideration of $0.13 per Share (the "Consideration"). The Consideration represents a 52.94% premium to the closing price of the Shares on the TSX Venture Exchange (the "TSXV") on June 20, 2025, the last trading day immediately prior to the announcement of the Transaction.

Optionholders, Warrantholders and RSU Holders should note that: (i) each option of the Company (each, an "Option") outstanding immediately prior to the closing of the Transaction (the "Effective Time"), whether vested or unvested, shall automatically vest and be assigned to the Company and immediately cancelled in exchange for a cash payment equal to the excess, if any, by which the Consideration exceeds the exercise price of such Option; (ii) each restricted share unit of the Company (each, an "RSU") outstanding immediately prior to the Effective Time, whether vested or invested, shall automatically vest and be assigned to the Company in exchange for a cash payment equal to the Consideration; and (iii) each warrant of the Company (each, a "Warrant") outstanding immediately prior to the Effective Time shall be assigned to the Company in exchange for a cash payment equal to the excess, if any, by which the Consideration exceeds the exercise price of such Warrant, all as further described in the Plan of Arrangement and the accompanying management information circular of Reyna dated July 9, 2025 (the "Circular").

ii -

REASONS FOR THE ARRANGEMENT

A special committee (the "Special Committee") of the board of directors (the "Board") unanimously recommended to the Board the approval of the Arrangement Agreement, and the Board unanimously (with the Conflicted Directors abstaining) approved the Arrangement Agreement and recommends that Securityholders vote FOR the Transaction. In reaching their respective conclusions and formulating their unanimous recommendations, the Special Committee and the Board considered a number of factors, including the following:

Compelling Value and Immediate Liquidity. The Consideration provides Shareholders with immediate value and is of particular benefit given the limited trading volume, the financial challenges facing the Company and the lack of liquidity in the Shares. The Consideration represents a 52.94% premium to the closing price of the Shares on the TSXV on June 20, 2025, the last trading day immediately prior to the announcement of the Arrangement and a 73.33% premium to the Company's private placement of units completed in March 2025.
All Cash Consideration – The Consideration to be received by the Shareholders pursuant to the Arrangement is comprised entirely of cash, which allows such Shareholders to crystalize the premium discussed above while achieving certainty of value and liquidity without ongoing exposure to the risks which the Company faces on a standalone basis.
Concurrent Financing. In connection with the Transaction, the Purchaser subscribed for units of the Company for a total investment amount of $1.1 million in a non-brokered private placement (the "Concurrent Financing"). Proceeds from the Concurrent Financing have and will be used to make certain payments relating to the Company's property option agreements in Nevada. As disclosed in the Company's interim financial statements and related management's discussion and analysis for the quarter ended March 31, 2025, the Company had entered into amended and restated option agreements for the Medicine Springs property, and without a further capital injection the Company would have defaulted on the option payments on the Medicine Springs property and the Gryphon Summit property. Such defaults could have resulted in the erosion of substantial shareholder value. The Concurrent Financing has allowed Reyna to maintain its full property portfolio.
Strategic Process and Negotiated Transaction. The Transaction was the result of a comprehensive negotiation process with the Purchaser, which ultimately secured for the Company the best offer available to Securityholders, in the circumstances. The process was conducted organically by the Company without using bankers or brokers, which has kept the transaction fees down and allowed for increased value to shareholders.
Other Factors. In evaluating the Arrangement, the Special Committee and the Board considered the Company's financial condition, operating results, future prospects, strategic alternatives and its competitive position. This evaluation included an assessment of the risks associated with pursuing those prospects and alternatives in the current market environment, as well as the Company's financial position and its ability to remain a going concern and execute its business strategies. Financial obligations were considered, including the substantial claim fees in Mexico and Nevada and the Medicine Springs and Gryphon Summit option payments.

iii -

REQUIRED APPROVALS AND SHAREHOLDER SUPPORT

In order to become effective, the Arrangement Resolution must be approved by not less than: (i) 66⅔% of votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (ii) 66⅔% of votes cast by Securityholders (being, the Shareholders, Optionholders, Warrantholders and RSU Holders) present in person or represented by proxy and entitled to vote at the Meeting, voting together as members of a single class; and (iii) a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose votes attached to the Excluded Shares (as defined in the accompanying Circular) and any Shares beneficially owned or over which control or direction is exercised by, directly or indirectly, by any other persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Management of Reyna and the Board have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote their Shares, representing an aggregate of aggregate of approximately 7.28% of the outstanding Shares and an aggregate of approximately 10.17% of the outstanding Shares, Options, Warrants and RSUs, in favour of the Transaction at the Meeting.

VOTING PRIOR TO OR AT THE MEETING

We strongly encourage Securityholders to vote on the matters before the Meeting by proxy in the manner set out below (and in the Circular) regardless of whether Securityholders will be attending the Meeting in person. Voting is easy. Vote well in advance of the 10:00 a.m. (Vancouver time) on August 7, 2025.

| VOTING METHODS | BENEFICIAL HOLDERS
securities held with a broker, bank or other nominee. | REGISTERED HOLDERS
securities held in own name and represented by a physical certificate or DRS. |
| --- | --- | --- |
| | www.proxyvote.com | ONLINE: www.voteproxyonline.com
EMAIL: [email protected] |
| | Call the toll-free number listed on your Voting Instruction Form (VIF) and vote using the control number provided therein. | FAX: 416-595-9593 |
| | Complete, date and sign the voting instruction form and return it in the enclosed postage paid envelope. | Complete, date and sign Management’s form of proxy and return it in the enclosed postage paid envelope to:
TSX Trust Company
100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 |

THANK YOU

On behalf of the Board, thank you for your continued support and engagement and we look forward to your participation at the Meeting.

(signed) "Jorge Ramiro Monroy"

Jorge Ramiro Monroy

Chief Executive Officer and Director

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:

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
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

ii -

Q&A ON THE ARRANGEMENT, VOTING RIGHTS AND SOLICITATION OF PROXIES ... 1
SUMMARY ... 9
GLOSSARY ... 19
INFORMATION CIRCULAR ... 31
APPOINTMENT OF PROXYHOLDER ... 31
VOTING BY PROXY ... 31
COMPLETION AND RETURN OF PROXY ... 31
NON-REGISTERED SHAREHOLDERS ... 32
HOW TO VOTE YOUR SECURITIES ... 33
QUORUM AND APPROVAL ... 33
NOTICE-AND-ACCESS ... 33
REVOCABILITY OF PROXY ... 34
VOTING SECURITIES ... 37
PRINCIPAL HOLDERS OF SECURITIES ... 37
BACKGROUND TO THE ARRANGEMENT ... 37
THE ARRANGEMENT ... 47
THE ARRANGEMENT AGREEMENT ... 54
RISK FACTORS ... 70
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 72
SECURITIES LAWS CONSIDERATIONS ... 77
RIGHTS OF DISSENTING SHAREHOLDERS ... 91
TRADING PRICE AND VOLUME ... 94
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ... 95
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 95
ADDITIONAL INFORMATION ... 95
OTHER MATTERS ... 95
APPROVAL OF THE BOARD ... 96
CONSENT OF EVANS & EVANS, INC. ... 97
APPENDIX "A" - FORM OF ARRANGEMENT RESOLUTION ... A-1
APPENDIX "B" - PLAN OF ARRANGEMENT ... B-1
APPENDIX "C" - INTERIM ORDER ... C-1
APPENDIX "D" - NOTICE OF HEARING AND PETITION ... D-1
APPENDIX "E" - DISSENT PROVISIONS OF THE BCBCA ... E-1
APPENDIX "F" - FAIRNESS OPINION ... F-1

Q&A ON THE ARRANGEMENT, VOTING RIGHTS AND SOLICITATION OF PROXIES

The following is a summary of certain information contained in or incorporated by reference into this Circular, together with some of the questions that you, as a Securityholder, may have, together with our answers to those questions. Capitalized terms in this summary have the meanings set out in the Glossary. You are urged to read the remainder of this Circular, the appendices attached thereto and the form of Proxy carefully, because the information contained below is of a summary nature, and is qualified in its entirety by, the more detailed information contained elsewhere in or incorporated by reference into this Circular, the appendices attached thereto and the form of proxy, all of which are important and should be reviewed carefully.

Q: Does the Board support the Arrangement?

A: Yes. The Board has (i) unanimously determined that the Arrangement is fair, from a financial point of view, to the Shareholders (other than the Purchaser) and the Arrangement is in the best interests of Reyna, and (ii) unanimously determined to recommend that Securityholders vote FOR the Arrangement Resolution.

The Board established the Special Committee of independent directors of the Board formed to consider the Arrangement and make recommendations to the Board with respect thereto.

The Special Committee has unanimously determined that the Arrangement is fair, from a financial point of view, to the Shareholders (other than the Purchaser) and is in the best interests of Reyna. The Special Committee then unanimously recommended that the Board approve the proposed Arrangement and that the Board recommend that Securityholders approve the Arrangement.

In making their respective recommendations, each of the Board and the Special Committee considered a number of factors, as described in this Circular under the heading, “Background to the Arrangement – Purposes and Reasons for the Recommendation”, including the Fairness Opinion, which determined that the Arrangement is fair, from a financial point of view, to the Shareholders (other than the Purchaser).

See “Background to the Arrangement” and “Background to the Arrangement — Purposes and Reasons for the Recommendation”.

Q: When will the Arrangement become effective?

A: Subject to obtaining Court and any required regulatory approvals, if Securityholders approve the Arrangement Resolution, it is anticipated that the Arrangement will be completed in late August 2025.

Q: What will I receive for my Shares under the Arrangement?

A: If the Arrangement is completed, each holder of Shares at the Effective Time (other than the Purchaser and Dissenting Shareholders) will receive the Consideration (of $0.13 per Share) less any applicable withholding taxes.

Q: How will my Options, Warrants and RSUs be treated under the Arrangement and what will I receive?

A: Options

Each Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall be deemed to be unconditionally vested and exercisable, and such Option shall be, without any further action by or on behalf of the holder of such Option, surrendered by the holder thereof to the Company (free and clear of all Liens) in exchange for a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option, and such Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary or the Purchaser shall be obligated to pay such Optionholder any amount in respect of such Option.

Accordingly, if you hold Options, you will be entitled to receive an amount in cash equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option (less any applicable withholdings and source deductions) in exchange for each Option held and such Options will be cancelled immediately following the Effective Time. For greater certainty, Optionholders will continue to have the ability to exercise any of their vested Options pursuant to their terms prior to the Effective Time.

Warrants

Each Warrant that is outstanding immediately prior to the Effective Time (other than Warrants held by the Purchaser), notwithstanding the terms of such Warrant, shall be, without any further action by or on behalf of the holder of such Warrant, surrendered by the holder thereof to the Company (free and clear of all Liens) in exchange for a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such Warrant, and such Warrant shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary or the Purchaser shall be obligated to pay such Warrantholder any amount in respect of such Warrant.

Accordingly, if you hold Warrants, you will be entitled to receive an amount in cash equal to the amount (if any) by which the Consideration exceeds the exercise price of such Warrants (less any applicable withholdings and source deductions) in exchange for each Warrant held and such Warrants will be cancelled immediately following the Effective Time. For greater certainty, Warrantholders will continue to have the ability to exercise any of their Warrants pursuant to their terms prior to the Effective Time.

RSUs

Each RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall be deemed to be unconditionally vested, and such RSU shall be, without any further action by or on behalf of the holder of such RSU, deemed to be assigned and transferred by such holder to the Company (free and clear of all Liens) in exchange for a cash payment equal to the Consideration, and such RSU shall be immediately cancelled.

Accordingly, if you hold RSUs, you will be entitled to receive an amount in cash equal to the Consideration (less any applicable withholdings and source deductions) in exchange for each RSU held and such RSUs will be cancelled immediately following the Effective Time.

Q: What will happen to Reyna if the Arrangement is completed?

A: If the Arrangement is completed, the Purchaser will acquire all of the issued and outstanding Shares (other than those held by the Purchaser and by Dissenting Shareholders) at the Effective Time and all of the Options, Warrants and RSUs will be cancelled. As a result, immediately upon completion of the Arrangement, the Company will become a subsidiary of the Purchaser. Shortly after consummation of the Arrangement, the Shares will cease to be listed on the TSXV and trading of the Shares in the public market will no longer be possible. Following the Effective Time, it is expected that the Purchaser will cause the Company to apply to cease to be a reporting issuer under Canadian securities Laws in each of the provinces and territories in Canada under which it is currently a reporting issuer (or the equivalent) or take or cause to be taken such other measures as may be appropriate to ensure that the Company is not required to prepare and file continuous disclosure documents.

Q: Who is entitled to vote on the Arrangement Resolution at the Meeting and how will votes be counted?

A: Securityholders as of the close of business on the Record Date, being July 7, 2025, are entitled to vote on the Arrangement Resolution at the Meeting. TSX Trust will count the votes. Only votes attached to the Shares, Options, Warrants and RSUs are entitled to vote on the Arrangement Resolution.

Q: What approvals are required to be given by Securityholders at the Meeting in respect of the Arrangement?

A: In order to become effective, the Arrangement Resolution must be approved by not less than: (i) 66½% of votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (ii) 66½% of votes cast by Securityholders (being, the Shareholders, Optionholders, Warrantholders and RSU Holders) present in person or represented by proxy and entitled to vote at the Meeting, voting together as members of a single class; and (iii) a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose votes attached to the Excluded Shares and any Shares beneficially owned, directly or indirectly by any other persons described in items (a) through (d) of Section 8.1(2) of MI 61-101.

See “The Arrangement – Procedure for the Arrangement to Become Effective” and “Securities Laws Considerations - Canadian Securities Laws Considerations.”

Q: How many Shares, Options, Warrants and RSUs are entitled to vote?

A: As of July 7, 2025, there were 280,616,319 Shares outstanding, 9,178,231 Options outstanding, 132,567,518 Warrants outstanding and 2,550,000 RSUs outstanding and entitled to vote at the Meeting. 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 at the Record Date are entitled to one vote per RSU held.

Q: Are the Shareholders entitled to Dissent Rights?

A: Registered Shareholders as of the close of business on the Record Date are entitled to Dissent Rights on the Arrangement Resolution if they strictly follow the procedures specified in the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any further Order of the Court. If you are a registered Shareholder and wish to exercise Dissent Rights, you must ensure that a written notice is received by Reyna not later than 5:00 p.m. (Vancouver time) on August 7, 2025 (or by 5:00 p.m. (Vancouver time) on the second business day immediately preceding the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the dissent procedures set forth in Sections 237 to 247 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement, which are attached to this Circular as appendices "E", "C" and "B", respectively, and summarized in this Circular. If you wish to exercise Dissent Rights, it is recommended that you read these procedures carefully and consult with independent legal counsel.

Failure to strictly comply with the requirements set forth in Sections 237 to 247 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of a registered Shareholder's Dissent Rights.

See "Rights of Dissenting Shareholders".

Q: Are the Optionholders, Warrantholders and RSU Holders entitled to Dissent Rights?

A: No. Optionholders, Warrantholders and RSU Holders are not entitled to exercise any dissent rights in respect of the Arrangement Resolution.

Q: What other conditions must be satisfied to complete the Arrangement?

A: In addition to the applicable approvals by Securityholders at the Meeting, the Arrangement is conditional upon, among other things, the receipt of the Final Order from the Court and acceptance of the TSXV.

See "The Arrangement Agreement – Conditions to the Arrangement Becoming Effective".

Q: What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

A: If the Arrangement Resolution is not approved at the Meeting or if the Arrangement is not completed for any other reason, Shareholders will not receive any consideration for their Shares in connection with the Arrangement. Instead, Reyna will remain a public company, would continue to carry on its business and operation in the normal and usual course and the Shares will continue to be listed and traded on the TSXV, OTCQB and FRA. There can be no assurance as to the effect of future risks and opportunities on the future trading price or value of the Shares. The Board would continue to evaluate and review, among other things, the performance of Reyna's business and the capitalization of Reyna and would make such changes as are deemed appropriate.

See "The Arrangement Agreement — Termination of the Arrangement Agreement" and "Risk Factors – Risks Relating to the Arrangement".

Q: What do I need to do now in order to vote at the Meeting?

A: You should carefully read and consider the information contained in this Circular. Registered Shareholders, Optionholders, Warrantholders and RSU Holders should then complete, sign and date the enclosed Proxy and return the form in the enclosed return envelope as indicated in the Notice of Meeting as soon as possible so that your securities may be represented at the Meeting, whether or not you intend to attend the Meeting. To be eligible for voting at the Meeting, the Proxy must be returned by mail to TSX Trust not later than 10:00 a.m. (Vancouver time) on August 7, 2025, or 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting. Additionally, Shareholders, Optionholders, Warrantholders and RSU Holders may vote online using the internet. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion, without notice.

Non-Registered Holders whose Shares are held in the name of a nominee, bank, broker or other financial intermediary should follow the instructions provided by your nominee on your voting instruction form to ensure your vote is counted at the Meeting.

See "Voting by Proxy", "Completion and Return of Proxy", "Non-Registered Holders" and "How to Vote Your Shares".

Q: How do I attend the Meeting in person?

A: Registered Shareholders, Optionholders, Warrantholders and RSU Holders who wish to attend the Meeting in person may do so by attending at DuMoulin Black LLP, 15th Floor of 1111 West Hastings Street, Vancouver, British Columbia on August 11, 2025, at 10:00 a.m. (Vancouver time). If you intend to attend the Meeting and vote in person, you do not need to complete a Proxy; however, you are encouraged to complete a Proxy even if you intend to attend the Meeting in person and vote, to ensure your vote is recorded in the event that you are unable to attend the Meeting in person.

Non-Registered Holders (being Shareholders who beneficially own shares that are registered in the name of an intermediary, such as a bank, trust corporation, securities broker or other nominee, or in the name of a depositary of which the intermediary is a participant) must appoint themselves as proxyholder in order to attend and vote at the Meeting in person. Non-Registered Holders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote or ask questions at the Meeting.

See "Summary – The Meeting", "Voting by Proxy", "Completion and Return of Proxy", "Non-Registered Holders" and "How to Vote Your Shares".

Q: If my Shares are held by my broker, will my broker vote my Shares for me?

A: A broker will vote Shares held by you only if you provide instructions to your broker on how to vote. Without instructions, those Shares may not be voted. Non-Registered Holders should instruct their brokers to vote their Shares by following the directions provided to them on their voting instruction form.

See "Non-Registered Holders" and "How to Vote Your Shares".

Q: Should I send in my proxy now?

A: Yes. To ensure that your vote is counted, registered Shareholders, Optionholders, Warrantholders and RSU Holders should complete and submit the enclosed Proxy as soon as possible to ensure your securities are counted at the Meeting. You may vote in any of the following ways:

| VOTING METHODS | BENEFICIAL HOLDERS
securities held with a broker, bank
or other nominee. | REGISTERED HOLDERS
securities held in own name and
represented by a physical certificate or
DRS. |
| --- | --- | --- |
| | www.proxyvote.com | ONLINE: www.voteproxyonline.com
EMAIL: [email protected] |
| | Call the toll-free number listed on
your Voting Instruction Form (VIF)
and vote using the control number
provided therein. | FAX: 416-595-9593 |
| | Complete, date and sign the voting
instruction form and return it in the
enclosed postage paid envelope. | Complete, date and sign Management’s
form of proxy and return it in the enclosed
postage paid envelope to:
TSX Trust Company
100 Adelaide Street West, Suite 301,
Toronto, Ontario, M5H 4H1 |

See “The Meeting and General Proxy Information”.

Q: Can I revoke my proxy after I have voted by proxy?

A: Yes. A registered Shareholder, Optionholder, Warrantholder or RSU Holder executing the enclosed Proxy has the right to revoke it at any time prior to the Meeting or at the Meeting or any adjournment or postponement thereof.

In addition to revocation in any other manner permitted by law, a proxy may be revoked by:

(a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered Shareholder, Optionholder, Warrantholder or RSU Holder or such holders’ authorized attorney in writing, or, if such a holder is a corporation, under its corporate seal by an officer or duly authorized attorney, and by delivering the proxy bearing a later date to TSX Trust at 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Attention: Proxy Department or to the address of the registered office of Reyna at any time up to and including the last Business Day that precedes the day of the Meeting or, if the Meeting is adjourned, the last Business Day that precedes any reconvening thereof, or to the Chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or

(b) personally attending the Meeting and voting the Shares, Options, Warrants or RSUs, as applicable.

Upon such deposit, the proxy is revoked. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

If you are a beneficial Shareholder, please contact your Intermediary for instructions on how to revoke your voting instructions. The change or revocation of voting instructions by a beneficial Shareholder can take several days or longer to complete and, accordingly, any such action should be completed well in advance of the deadline given in the proxy or voting instruction form by the Intermediary or its service company to ensure it is effective.

The Company may use Broadridge Financial Solutions’ QuickVote™ system to assist eligible NOBOs with voting their Shares.

See “Revocability of Proxy”.

Q: Has the Company received a Fairness Opinion in connection with the Arrangement?

A: Yes. The Special Committee received a fairness opinion from E&E, which provides that, as of the date of the Fairness Opinion, and subject to the assumptions, limitations and qualifications described in the Fairness Opinion, the Consideration to be received by Shareholders (other than the Purchaser) is fair, from a financial point of view, to such Shareholders.

See “Background to the Arrangement – Fairness Opinion”.

Q: What are the Canadian income tax consequences of the Arrangement to Shareholders?

A: For a summary of certain material Canadian income tax consequences of the Arrangement to Shareholders, see “Certain Canadian Federal Income Tax Considerations”. This summary is not intended to be legal or tax advice to any particular Shareholder.

Tax matters are complicated, and the income tax consequences of the Arrangement to you will depend on your particular circumstances. Because individual circumstances may differ, you should consult with your tax advisor as to the specific tax consequences of the Arrangement to you.

This Circular does not address the tax consequences of the Arrangement to holders of Options, Warrants or RSUs. Such holders should consult their own tax advisors in this regard.

Q: Are there risks I should consider in deciding whether to vote for the Arrangement Resolution?

A: Yes. Securityholders should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: the Arrangement not being completed; the regulatory consents and approvals required for the Arrangement not being obtained, or, if obtained, not being obtained on a favourable basis or in a timely manner; the Arrangement potentially diverting the attention of Reyna’s management; the restrictions on Reyna’s ability to pursue business opportunities while the Arrangement is pending completion; the costs associated with the Arrangement, even if the Arrangement is not completed; and Reyna, and the directors and officers of Reyna, having potentially different interests than the Securityholders.

See “Risk Factors”.

Q. How will I know when the Arrangement will be implemented?

A: The Effective Date will occur upon satisfaction or waiver of all of the conditions to the completion of the Arrangement. If the Required Securityholder Approval is obtained at the Meeting, the Effective Date is expected to occur on or about August 20, 2025. On the Effective Date, Reyna will publicly announce that the conditions are satisfied or waived and that the Arrangement has been completed.

Copies of this Circular and the Meeting materials may be found on Reyna’s website at www.reynasilver.com or under the Company’s profile on SEDAR+ at www.sedarplus.ca.

SUMMARY

This summary should be read together with, and is qualified in its entirety by, the more detailed information and financial data and statements contained elsewhere in this Circular, including the appendices hereto and documents incorporated into this Circular by reference. Capitalized terms in this summary have the meanings set out in the Glossary. Copies of this Circular and the Meeting materials may also be found on Reyna’s website at www.reynasilver.com or under the Company’s profile on SEDAR+ at www.sedarplus.ca.

The Meeting

Date, Time and Place of Meeting

The Meeting will be held at the office of DuMoulin Black LLP, 15th Floor of 1111 West Hastings Street, Vancouver, British Columbia on August 11, 2025, at 10:00 a.m. (Vancouver time).

The Record Date

The Record Date for determining Securityholders entitled to receive notice of and to vote at the Meeting is July 7, 2025. Only Securityholders of record as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the Meeting.

Purpose of the Meeting

At the Meeting, Reyna will ask Securityholders to consider and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution.

Effect of the Arrangement

Treatment of Shares

If the Arrangement is completed, the Purchaser will acquire all of the outstanding Shares (other than Shares held by Dissenting Shareholders and the Purchaser), in exchange for the Consideration of $0.13 per Share.

Treatment of Convertible Securities

exceeds the exercise price of such Warrant, and such Warrant shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary or the Purchaser shall be obligated to pay such Warrantholder any amount in respect of such Warrant.

Required Securityholder Approval

In order to become effective, the Arrangement Resolution must be approved by not less than: (i) 66⅔% of votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (ii) 66⅔% of votes cast by Securityholders present in person or represented by proxy and entitled to vote at the Meeting, voting together as members of a single class; and (iii) a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose votes attached to the Excluded Shares and any Shares beneficially owned, directly or indirectly by any other persons described in items (a) through (d) of Section 8.1(2) of MI 61-101.

The Arrangement Resolution must be passed in order for Reyna to seek the Final Order and implement the Arrangement on the Effective Date.

Only votes attached to Shares, Options, Warrants and RSUs are entitled to vote on the Arrangement Resolution.

See “The Arrangement – Procedure for the Arrangement to Become Effective” and “Securities Laws Considerations - Canadian Securities Laws Considerations.”

The Arrangement

Commencing at the Effective Time, each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality of or by the Company, the Purchaser or any other person:

(a) each Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Equity Incentive Plan or any applicable Option Agreement in relation thereto, shall be deemed to be unconditionally vested and exercisable, and such Option shall be, without any further action by or on behalf of the holder of such Option, surrendered by the holder thereof to the Company (free and clear of all Liens) in exchange for a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option, and such Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary or the Purchaser shall be obligated to pay such Optionholder any amount in respect of such Option;

(b) concurrently with the step described in (a) above: (i) each Optionholder shall cease to be a holder of such Options; (ii) each such Optionholder’s name shall be removed from the applicable register maintained by the Company; (iii) all Option Agreements shall be terminated and shall be of no further force and effect; and (iv) each such Optionholder shall thereafter have only the right to

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receive the consideration to which they were entitled to receive pursuant to (a) above;

(c) each RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Equity Incentive Plan or any applicable RSU Agreement in relation thereto, shall be deemed to be unconditionally vested, and such RSU shall be, without any further action by or on behalf of the holder of such RSU, deemed to be assigned and transferred by such holder to the Company (free and clear of all Liens) in exchange for a cash payment equal to the Consideration, and such RSU shall be immediately cancelled;

(d) concurrently with the step described in (c) above: (i) each RSU Holder shall cease to be a holder of such RSUs; (ii) each such RSU Holder's name shall be removed from the applicable register maintained by the Company; (iii) the Equity Incentive Plan and all RSU Agreements shall be terminated and shall be of no further force and effect; and (iv) each such RSU Holder shall thereafter have only the right to receive the consideration to which they were entitled to receive pursuant to (c) above;

(e) each Warrant that is outstanding immediately prior to the Effective Time (other than the Purchaser Warrants), notwithstanding the terms of such Warrant, shall be, without any further action by or on behalf of the holder of such Warrant, surrendered by the holder thereof to the Company (free and clear of all Liens) in exchange for a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such Warrant, and such Warrant shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary or the Purchaser shall be obligated to pay such Warrantholder any amount in respect of such Warrant;

(f) concurrently with the step described in (e) above: (i) each Warrantholder shall cease to be a holder of such Warrants; (ii) each such Warrantholder's name shall be removed from the applicable register maintained by or on behalf of the Company; (iii) the certificate(s) representing the Warrants shall be cancelled and shall be of no further force and effect; and (iv) each such Warrantholder shall thereafter have only the right to receive the consideration to which they were entitled to receive pursuant to (e) above;

(g) each outstanding Share held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens), and:

(i) such Dissenting Holder shall cease to have any rights as a Shareholder other than the right to be paid the fair value of its Shares by the Purchaser;

(ii) the name of such Dissenting Holder shall be removed from the register of holders of Common Shares maintained by or on behalf of the Company; and

(iii) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Company as the holder of such Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and

(h) each outstanding Share (other than (i) Shares held by any Dissenting Holder who has validly exercised such holder's Dissent Rights and (ii) Shares owned, directly or indirectly, by the Purchaser) shall be transferred without any further act or formality by the holder thereof to the

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Purchaser (free and clear of all Liens) in exchange for the Consideration, and

(i) the holder of such Share shall cease to have any rights as a Shareholder other than the right to be paid the Consideration in accordance with this Plan of Arrangement;

(ii) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Company; and

(iii) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Company as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens).

See: "The Arrangement – Principal Steps of the Arrangement."

Conditions to Completion of the Arrangement

The recommendations of the Special Committee set forth below under the heading "The Arrangement – Recommendation of the Special Committee", and the approval by the Board of the Arrangement, are subject to a number of customary conditions. If any such conditions are not fulfilled or performed on or prior to the Effective Time, the Special Committee may, on behalf of the Board, determine to terminate the Arrangement or waive, in its discretion, the applicable condition in whole or in part.

See "The Arrangement – Conditions to the Arrangement Becoming Effective".

Recommendation of the Special Committee

The Special Committee, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Arrangement Agreement, and after consulting with its financial and legal advisors, including having received and taken into account the Fairness Opinion, and such other matters as it considered necessary and relevant, including the factors set out below under the heading "Background to the Arrangement – Purposes and Reasons for the Recommendation", unanimously determined that the Arrangement is in the best interests of the Company and that the Arrangement is fair and reasonable to the Shareholders (other than the Purchaser) and unanimously recommended to the Board that the Board approve the Arrangement and the entering into by the Company of the Arrangement Agreement and recommend that the Securityholders approve the Arrangement Resolution.

See "The Arrangement – Recommendation of the Special Committee".

Recommendation of the Board

The Board, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Arrangement Agreement, and after consulting with its financial and legal advisors, including having received and taken into account the unanimous recommendation of the Special Committee (having received and taken into account the Fairness Opinion) and such other matters as it considered necessary and relevant, including the factors set out below under the heading "Background to the Arrangement – Purposes and Reasons for the Recommendation", unanimously determined that the Arrangement is in the best interests of the Company and that the Arrangement is fair and reasonable to Shareholders (other than the Purchaser). Accordingly, the Board has unanimously approved the Arrangement and the entering into by the Company of the Arrangement Agreement and unanimously

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(with Conflicted Directors abstaining) recommends that Securityholders vote FOR the Arrangement Resolution.

See “Background to the Arrangement - Recommendation of the Board” and “Background to the Arrangement – Purposes and Reasons for the Recommendation”.

Purposes and Reasons for the Recommendation

In making the determination to unanimously recommend to the Board the approval of the Arrangement Agreement, and in resolving to approve the Arrangement Agreement, the Special Committee and the Board, respectively, carefully considered all aspects of the Arrangement and received advice from financial and legal advisors. The following is a summary of the principal reasons for the Special Committee’s determination to unanimously recommend approval of the Arrangement to the Board, and in the Board’s determination to approve the Arrangement Agreement:

Compelling Value and Immediate Liquidity. The Consideration provides Shareholders with immediate value and is of particular benefit given the limited trading volume, the financial challenges facing the Company and the lack of liquidity in the Shares. The Consideration represents a 52.94% premium to the closing price of the Shares on the TSXV on June 20, 2025, the last trading day immediately prior to the announcement of the Arrangement and a 73.33% premium to the Company’s private placement of units completed in March 2025.
All Cash Consideration. The Consideration to be received by the Shareholders pursuant to the Arrangement is comprised entirely of cash, which allows such Shareholders to crystalize the premium discussed above while achieving certainty of value and liquidity without ongoing exposure to the risks which the Company faces on a standalone basis.
Concurrent Financing. In connection with the Transaction, the Purchaser subscribed for units of the Company for a total investment amount of $1.1 million in a non-brokered private placement (the “Concurrent Financing”). Proceeds from the Concurrent Financing have and will be used to make certain payments relating to the Company’s property option agreements in Nevada. As disclosed in the Company’s interim financial statements and related management’s discussion and analysis for the quarter ended March 31, 2025, the Company had entered into amended and restated option agreements for the Medicine Springs property, and without a further capital injection the Company would have defaulted on the option payments on the Medicine Springs property and Gryphon Summit property. Such defaults could have resulted in the erosion of substantial shareholder value. The Concurrent Financing has allowed Reyna to maintain its full property portfolio.
Strategic Process and Negotiated Transaction. The Transaction was the result of a comprehensive negotiation process with the Purchaser, which ultimately secured for the Company the best offer available to Securityholders, in the circumstances. The process was conducted organically by the Company without using bankers or brokers, which has kept the transaction fees down and allowed for increased value to shareholders.
Other Factors. In evaluating the Arrangement, the Special Committee and the Board considered the Company’s financial condition, operating results, future prospects, strategic alternatives and its competitive position. This evaluation included an assessment of the risks associated with pursuing those prospects and alternatives in the current market environment, as well as the
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Company's financial position and its ability to remain a going concern and execute its business strategies. Financial obligations were considered, including the substantial claim fees in Mexico and Nevada and the Medicine Springs and Gryphon Summit option payments.

In making its determinations and recommendations, the Special Committee and the Board also observed that a number of procedural safeguards were in place and present to permit the Special Committee and the Board to protect the interests of the Company, its Shareholders (other than the Purchaser) and other Company stakeholders. These procedural safeguards included, among others:

Special Committee and Board Oversight. The Arrangement and the Arrangement Agreement are the result of a robust negotiation process that was undertaken with the oversight and participation of the Special Committee, as advised by independent and highly qualified legal and financial advisors, which resulted in an agreement with terms and conditions that provide the Shareholders (other than the Purchaser) with significant, immediate and certain value, on terms that are reasonable in the judgment of the Special Committee and the Board.
Fairness Opinion. The Special Committee obtained a fairness opinion from E&E, which opinion concluded that, as of June 20, 2025, based upon and subject to the assumptions made, procedures followed, matters considered and the limitations and qualifications set out therein, the Consideration to be received by Shareholders (other than the Purchaser) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. The fees payable to E&E for the Fairness Opinion were not contingent upon the conclusion reached by E&E being favourable to the Arrangement. See "The Arrangement – Fairness Opinion", and Appendix "F" to this Circular.
Ability to Respond to Superior Proposals. The Arrangement Agreement permits the Board, in the exercise of its fiduciary duties, to respond, prior to the Meeting, to certain Acquisition Proposals that are or could reasonably be expected to constitute or lead to a Superior Proposal.
Support for the Transaction. Each of the Supporting Shareholders have entered into Voting Support Agreements, pursuant to which they have agreed to, among other things, vote their Shares, representing an aggregate of approximately 7.28% of the outstanding Shares and an aggregate of approximately 10.17% of the outstanding Shares, Options, Warrants and RSUs, in favour of the Arrangement Resolution at the Meeting.
Reasonable Break Fee. The break fee payable by the Company, being $1,400,000 where the Arrangement Agreement is terminated in certain other circumstances, is reasonable and payable only in customary and limited circumstances. In the view of the Special Committee and the Board, the break fee would not preclude a third party from potentially making a Superior Proposal. See "The Arrangement Agreement – Termination Fees and Expenses".
Shareholder and Court Approval. The Arrangement is subject to shareholder and court approvals, which protect Shareholders, and confirms that the Arrangement treats all stakeholders of the Company (other than the Purchaser) equitably and fairly.
Dissent Rights. Registered Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if ultimately successful, receive fair value for their Shares and the Purchaser cannot terminate the Arrangement Agreement unless
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Shareholders holding at least 5% of the Shares have validly exercised their Dissent Rights (and not withdrawn such exercise).

The Special Committee and the Board also considered a number of potential risks and potential negative factors relating to the Arrangement, including the following:

Risk of Non-Completion. The risks to the Company if the Arrangement is not completed, including the costs to the Company in pursuing the Arrangement (whether or not it is completed), the diversion of management's attention away from conducting the Company's day-to-day business in the ordinary course and the potential impact on the Company's current business relationships (including with future and prospective employees, customers, suppliers and partners).
No Longer a Public Company. If the Arrangement is successfully completed, it is anticipated that the Company will no longer exist as an independent public corporation and the consummation of the Arrangement will eliminate the opportunity for Shareholders to participate in potential longer-term benefits of the business of the Company that might result from future growth and the potential achievement of the Company's long-term plans to the extent that those benefits, if any, exceed the benefits reflected in the Consideration and with the understanding that there is no assurance that any such long-term benefits will in fact materialize.
Non-Satisfaction of Closing Conditions. The closing conditions contained in the Arrangement Agreement that may not be forthcoming or satisfied, and the right of the Purchaser to terminate the Arrangement Agreement in certain limited circumstances.
Non-Solicitation Covenants. The customary limitations contained in the Arrangement Agreement on the Company's ability to solicit additional interest from third parties, the Purchaser's right under the Arrangement Agreement to match a Superior Proposal and that the quantum of the Termination Fee may discourage other parties from making a Superior Proposal.
Taxable Transaction. The fact that the Arrangement will be a taxable transaction for Canadian federal income tax purposes and, as a result, Shareholders (other than the Purchaser) will generally be required to pay taxes on any gains that result from the disposition of their Shares pursuant to the Arrangement.

The foregoing summary of information, factors and risks considered by the Special Committee and the Board is not intended to be exhaustive of all matters considered in arriving at a conclusion and making the recommendations incorporated herein. See "Background to the Arrangement – Purposes and Reasons for the Recommendation".

Voting Support Agreements

In connection with the Arrangement, the Purchaser entered into certain Voting Support Agreements with Supporting Shareholders, such Shareholders, as a group, collectively holding, directly or indirectly, or exercising control or direction over, an aggregate of approximately 7.28% of the outstanding Shares and an aggregate of approximately 10.17% of the outstanding Shares, Options, Warrants and RSUs.

See "Background to the Arrangement – Voting Support Agreements".

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Fairness Opinion

In determining to approve the Arrangement and in making its recommendation to Securityholders, the Board considered a number of factors described in this Circular, including the Fairness Opinion delivered by E&E. The Fairness Opinion concludes that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Shareholders (other than the Purchaser). The Fairness Opinion is attached as Appendix "F" to this Circular. You are encouraged to read the Fairness Opinion in its entirety. See "Background to the Arrangement – Fairness Opinion".

E&E provided the Fairness Opinion for the information and assistance of the Special Committee and the Board and in connection with its consideration and evaluation of the Arrangement. The Fairness Opinion is not intended to be, and does not constitute, a recommendation to the Special Committee, the Board, or any Securityholder as to whether Securityholders should vote in favour of the Arrangement or any other matter.

See "Background to the Arrangement – Fairness Opinion" and Appendix "F".

Letter of Transmittal

For each registered Shareholder, there is a Letter of Transmittal accompanying this Circular. In order for a registered Shareholder to receive the consideration to which it is entitled under the Arrangement, such registered Shareholder must deposit with the Depositary the Letter of Transmittal, properly completed and duly executed in respect of such registered Shareholder's Shares, and if applicable, the certificate(s) representing such registered Shareholder's Shares. The Letter of Transmittal, properly completed and duly executed, together with all other documents and instruments referred to in the Letter of Transmittal or reasonably requested by the Depositary, must accompany all certificates for Shares deposited for payment pursuant to the Arrangement.

Any Shareholder whose Shares are registered in the name of a broker, investment dealer, bank, trust corporation, trustee or other nominee should contact that nominee for assistance in depositing such Shares and should follow the instructions of such nominee in order to deposit such Shares with the Depositary.

See "The Arrangement – Exchange of Securities".

Court Approval

The Arrangement requires approval by the Court pursuant to Section 291 of the BCBCA. Prior to the mailing of this Circular, Reyna obtained the Interim Order, providing for the calling and holding of the Meeting, the Dissent Rights and other procedural matters. A copy of the Interim Order is attached hereto as Appendix "C". Copies of the Notice of Hearing and Petition in respect of Reyna's application for the Final Order are attached hereto as Appendix "D".

If the Arrangement Resolution is approved at the Meeting, Reyna intends to apply to the Court for the Final Order. The hearing of Reyna's application for the Final Order is expected to take place at the courthouse of the Court at 800 Smithe Street, Vancouver, British Columbia on or about August 15, 2025 at 9:45 a.m. (Vancouver time) or as soon thereafter as counsel may be heard. Please see the Notice of Hearing and Petition, attached as Appendix "D" to this Circular, with respect to the hearing of the

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application for the Final Order for further information on participating or presenting evidence at the hearing for the Final Order. At the hearing, the Court will consider, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement. Any Securityholder who wishes to participate, appear, to be represented, and to present evidence or arguments at the hearing must file and serve a Response to Petition and satisfy the other requirements of the Court, as directed in the Interim Order appended hereto as Appendix "C" and as the Court may direct in the future. In the event that the hearing is postponed, adjourned or rescheduled then, subject to further direction of the Court, only those Persons having previously served a Response to Petition in compliance with the Interim Order will be given notice of the new date. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

See "The Arrangement – Court Approval".

Interests of Certain Directors and Executive Officers of Reyna in the Arrangement

In considering the recommendation of the Board, Securityholders should be aware that certain members of the Board and the executive officers of Reyna have interests in the Arrangement or may receive benefits that may differ from, or be in addition to, the interests of Securityholders generally. The Board and the Special Committee are aware of these interests and considered them along with other matters described herein.

See "Background to the Arrangement - Interests of Certain Persons in the Arrangement".

Dissent Rights

Pursuant to the Interim Order, registered Shareholders as at the close of business on the Record Date have been granted Dissent Rights in connection with the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of the Shares in accordance with the provisions of Sections 237 to 247 of the BCBCA, as may be modified by the Interim Order and the Plan of Arrangement, copies of which are attached as Appendix "E", Appendix "C" and Appendix "B", respectively, to this Circular, and as may be modified by any further Order of the Court. A registered Shareholder as at the close of business on the Record Date who wishes to exercise such Shareholder's Dissent Rights must ensure that a written notice is sent to Reyna c/o DuMoulin Black LLP, Attn: Brian Lindsay, 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3, or [email protected] not later than 5:00 p.m. (Vancouver time) on August 7, 2025 (or by 5:00 p.m. on the second business day immediately preceding the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the requirements of Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order and any further Order of the Court, and failure to do so may result in the loss of such registered Shareholder's Dissent Rights. Accordingly, each registered Shareholder who might desire to exercise Dissent Rights should carefully consider and comply with Sections 237 to 247 of the BCBCA, as may be modified by the Plan of Arrangement, the Interim Order and any further Order of the Court, and consult such Shareholder's independent legal advisor.

Optionholders, Warrantholders and RSU Holders are not entitled to exercise any dissent rights in respect of the Arrangement Resolution.

See "Rights of Dissenting Shareholders".

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Stock Exchange Delisting and Reporting Issuer Status

Following the Effective Date (i.e., closing of the Arrangement), the Purchaser and Reyna will take steps for Reyna to cease to be a reporting issuer and to have the Shares delisted from the TSXV (with delisting expected to be effective two or three Business Days following the Effective Date), the OTCQB and the FRA.

See "The Arrangement – Effect of Arrangement".

Risk Factors

If the Arrangement Resolution is not approved or the Arrangement is not completed for any reason, there may be certain risks to the Company. The risk factors described under "Risk Factors" should be carefully considered by Securityholders.

MI 61-101 Requirements

Reyna is subject to MI 61-101. MI 61-101 regulates transactions which raise the potential for conflicts of interest and is intended to ensure that all Shareholders are treated in a manner that is fair and that is perceived to be fair with respect to these types of transactions. Reyna has determined that the Arrangement is a "business combination" (as defined in MI 61-101) and, accordingly, the requirements of MI 61-101 apply, including the requirements (unless an exemption is available) to obtain majority approval of the Arrangement from minority Shareholders and to obtain a formal valuation. Reyna is relying on the exemption in Section 4.4(1)(a) of MI 61-101 in connection with the requirement to obtain a formal valuation.

Income Tax Considerations

Securityholders should consult their own tax advisors about the applicable Canadian, United States and foreign federal, provincial, state and local tax consequences of the Arrangement.

For a summary of certain material Canadian income tax consequences of the Arrangement to Shareholders, see "Certain Canadian Federal Income Tax Considerations". This summary is not intended to be legal or tax advice to any particular Shareholder.

This Circular does not address the tax consequences of the Arrangement to holders of Options, Warrants or RSUs. Such holders should consult their own tax advisors in this regard.

GLOSSARY

In this Circular, unless there is something in the subject matter inconsistent therewith, the following terms will have the respective meanings set out below, words importing the singular number will include the plural and vice versa, and words importing any gender will include all genders.

Term	Definition
Acceptable Confidentiality Agreement	Means a confidentiality agreement between the Company and a third party other than the Purchaser: (i) that is entered into in accordance with Section 5.3 of the Arrangement Agreement; (ii) that contains confidentiality restrictions that are no less favourable to the Company than those set out in the Confidentiality Agreement; (iii) that does not permit the third party to acquire any securities of the Company or any of its Subsidiaries; and (iv) that contains customary standstill provisions that only permits the third party to, either alone or jointly with others, to make an Acquisition Proposal to the Board that is not publicly announced.
Acquisition Proposal	Means any (a) offer, proposal or inquiry (written or oral) from any person or group of persons after the date of the Arrangement Agreement relating to: (i) any direct or indirect acquisition, take-over bid, exchange offer, treasury issuance of securities, sale of securities or other transaction by any person or group of persons of voting, equity or other securities of the Company or any of its Subsidiaries (or securities convertible into or exchangeable or exercisable for voting, equity or other securities) that, if consummated, would result in such person or group of persons owning 20% or more of the voting, equity or other securities of the Company or any of its Subsidiaries (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exchangeable or exercisable for voting, equity or other securities); (ii) any plan of arrangement, amalgamation, merger, share exchange, consolidation, reorganization, recapitalization, winding up, liquidation, dissolution or other business combination in respect of the Company or any of its Subsidiaries; (iii) any direct or indirect acquisition (or any lease, license, royalty, joint venture, long-term supply agreement or other arrangement having a similar economic effect), whether in a single transaction or a series of related transactions, by any person or group of persons of any assets of the Company or any of its Subsidiaries that individually or in the aggregate constitute 20% or more of the consolidated book value of the assets of the Company and its Subsidiaries or 20% or more of the consolidated revenue of the Company and its Subsidiaries, in each case based on the consolidated financial statements of the Company most recently filed prior to such time as part of the Public Disclosure Record; or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries, (b) public announcement of or of an intention to do any of the foregoing, or (c) modification or proposed modification of any such proposal, inquiry or offer, in each case whether by plan of arrangement, amalgamation, merger, consolidation, reorganization, recapitalization, winding up, liquidation, dissolution or other business combination, sale of assets, sale of securities, treasury issuance of securities, joint venture, take-over bid, tender offer, share exchange, exchange offer or otherwise, including any single or multi-step transaction or series of transactions, directly or indirectly involving the Company

Term

Definition

Acceptable Confidentiality Agreement

Means a confidentiality agreement between the Company and a third party other than the Purchaser: (i) that is entered into in accordance with Section 5.3 of the Arrangement Agreement; (ii) that contains confidentiality restrictions that are no less favourable to the Company than those set out in the Confidentiality Agreement; (iii) that does not permit the third party to acquire any securities of the Company or any of its Subsidiaries; and (iv) that contains customary standstill provisions that only permits the third party to, either alone or jointly with others, to make an Acquisition Proposal to the Board that is not publicly announced.

Acquisition Proposal

Means any (a) offer, proposal or inquiry (written or oral) from any person or group of persons after the date of the Arrangement Agreement relating to: (i) any direct or indirect acquisition, take-over bid, exchange offer, treasury issuance of securities, sale of securities or other transaction by any person or group of persons of voting, equity or other securities of the Company or any of its Subsidiaries (or securities convertible into or exchangeable or exercisable for voting, equity or other securities) that, if consummated, would result in such person or group of persons owning 20% or more of the voting, equity or other securities of the Company or any of its Subsidiaries (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exchangeable or exercisable for voting, equity or other securities); (ii) any plan of arrangement, amalgamation, merger, share exchange, consolidation, reorganization, recapitalization, winding up, liquidation, dissolution or other business combination in respect of the Company or any of its Subsidiaries; (iii) any direct or indirect acquisition (or any lease, license, royalty, joint venture, long-term supply agreement or other arrangement having a similar economic effect), whether in a single transaction or a series of related transactions, by any person or group of persons of any assets of the Company or any of its Subsidiaries that individually or in the aggregate constitute 20% or more of the consolidated book value of the assets of the Company and its Subsidiaries or 20% or more of the consolidated revenue of the Company and its Subsidiaries, in each case based on the consolidated financial statements of the Company most recently filed prior to such time as part of the Public Disclosure Record; or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries, (b) public announcement of or of an intention to do any of the foregoing, or (c) modification or proposed modification of any such proposal, inquiry or offer, in each case whether by plan of arrangement, amalgamation, merger, consolidation, reorganization, recapitalization, winding up, liquidation, dissolution or other business combination, sale of assets, sale of securities, treasury issuance of securities, joint venture, take-over bid, tender offer, share exchange, exchange offer or otherwise, including any single or multi-step transaction or series of transactions, directly or indirectly involving the Company

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Term	Definition
	or any of its Subsidiaries, and in each case excluding the Arrangement and the other transactions contemplated by the Arrangement Agreement.
affiliate or associate	Have the meanings respectively ascribed thereto under the Securities Act.
allowable capital loss	Has the meaning as set forth under the heading “Certain Canadian Federal Income Tax Considerations - Taxation of Capital Gains and Capital Losses”.
Arrangement	Means an arrangement under the provisions of Section 288 of the BCBCA, on the terms and conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.
Arrangement Agreement	Means the arrangement agreement dated June 22, 2025 between the Purchaser and the Company (including the schedules thereto) as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.
Arrangement Resolution	Means the special resolution approving the Plan of Arrangement to be considered at the Meeting, which is substantially in the form of Appendix “A” hereto.
BCBCA	Means the Business Corporations Act (British Columbia).
Board	Means the board of directors of the Company.
Board Recommendation	Means a statement that the Board has received the Fairness Opinion, and has unanimously, after receiving legal and financial advice and the recommendation of the Special Committee, determined that the Arrangement Resolution is in the best interests of the Company and unanimously recommends that the Securityholders vote in favour of the Arrangement Resolution.
Business Day	Means a day other than a Saturday, a Sunday or any day on which major banks are closed for business in Vancouver, British Columbia or Toronto, Ontario.
CDS	Means Canadian Depository for Securities.
CEO	Means Chief Executive Officer.
CFO	Means Chief Financial Officer.
Change in Recommendation	Has the meaning as set forth under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement”.
Circular	Means this management information circular (including the Notice of Meeting and all appendices hereto) dated July 9, 2025, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.
Company or Reyna	Means Reyna Silver Corp.
Concurrent Financing	Means the issuance by the Company of Units pursuant to the Concurrent Private Placement Subscription Agreement.
Concurrent Private Placement Subscription Agreement	Means the subscription agreement entered into by the Company which provided for the issuance by the Company of Units to the Purchaser for aggregate proceeds of $1.1 million.

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Term	Definition
Confidentiality Agreement	Means the confidentiality agreement dated as of November 22, 2024 between the Company and the Purchaser, as amended by the amending agreement dated May 12, 2025.
Conflicted Director	Means, in respect of any particular Contract or transaction (including, for certainty, the Arrangement and any Acquisition Proposal), any director of the Company that has a disclosable interest pursuant to Part 5, Division 3 of the BCBCA and who is thereby not entitled to vote on a resolution to approve such Contract or transaction.
Consideration	Means $0.13 in cash per Common Share, without interest.
Contract	Means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding, joint venture, partnership, note, instrument, or other right or obligation (whether written or oral) to which a Party or any of its Subsidiaries is a party or by which the Party or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.
Court	Means the Supreme Court of British Columbia.
CRA	Has the meaning as set forth under the heading “Certain Canadian Federal Income Tax Considerations”.
Disclosure Letter	Means the disclosure letter dated the date of the Arrangement Agreement and all schedules, exhibits and appendices thereto, delivered by the Company to the Purchaser with the Arrangement Agreement.
Dissent Rights	Means the rights of dissent in respect of the Arrangement under Division 2 of Part 8 of the BCBCA, as modified by the Interim Order and Section 3.1 of the Plan of Arrangement; provided that notwithstanding Section 242 of the BCBCA, that written objection to the Arrangement must be received by Company not later than 5:00 p.m. (Vancouver time) on the day that is two Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time).
Dissenting Holder or Dissenting Shareholder	Means a registered Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.
D&O Indemnified Party or D&O Indemnified Parties	Has the meaning as set forth under the heading “The Arrangement Agreement – Covenants”.
DRS	Means the Direct Registration System.
DRS Advice	Means a DRS advice evidencing ownership of the applicable security.
DuMoulin Black	Means DuMoulin Black LLP, legal counsel to the Company.
E&E	Means Evans & Evans, Inc.
Effective Date	Means the date designated by the Company and the Purchaser by notice in writing as the effective date of the Arrangement, after all of the conditions of the Arrangement Agreement and the Final Order have been satisfied or waived.
Effective Time	Means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Company and the Purchaser agree upon in writing before the Effective Date.
Equity Incentive Plan	Means the long-term equity incentive plan of the Company, as approved by the Shareholders on June 28, 2022.

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Term	Definition
Excluded Shares	Means all Shares directly or indirectly owned by Jorge Monroy and Michael Wood.
Exclusivity Period	Has the meaning as set forth under the heading “Background to the Arrangement”.
Fairness Opinion	Means the opinion of the Financial Advisor that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by the Shareholders under the Arrangement is fair, from a financial point of view, to the Shareholders.
Final Order	Means the final order of the Court approving the Arrangement, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied.
Financial Advisor	Means E&E.
FRA	Means the Frankfurt Stock Exchange.
Governmental Authority	Means any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government or governmental body and any division, agent, official, agency, commission, board or authority of any government, governmental body, quasi-governmental or private body (including the TSX, the TSXV or any other stock exchange) exercising any statutory, regulatory, expropriation or taxing authority under the authority of any of the foregoing and any domestic, foreign or international judicial, quasi-judicial or administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing.
Holder	Has the meaning as set forth under the heading “Certain Canadian Federal Income”.
IFRS	Means International Financial Reporting Standards, as issued by the International Accounting Standards Board and interpretations adopted thereby in effect at the relevant time, applied on a consistent basis.
Interim Order	Means the interim order of the Court to be issued following the application therefor submitted to the Court as contemplated by Section 2.2 of the Arrangement Agreement, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of both the Company and the Purchaser, each acting reasonably.
Intermediary	Means a broker, bank, trust company, investment dealer or other financial institution in whose name a Shareholder’s Shares are registered.
Joint Venture	Means a joint venture, partnership or other similar arrangement, whether in corporate, partnership, contractual or other legal form, in which a Party or any of its Subsidiaries directly or indirectly holds voting shares, equity interests or other rights of participation but which is not a subsidiary of such Party, and any subsidiary of any such entity.

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Term	Definition
Laws	Means all laws, statutes, treaties, conventions, codes, ordinances (including zoning), decrees, rules, regulations, by-laws, notices, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, settlements, writs, assessments, arbitration awards, rulings, determinations or awards, decrees or policies, guidelines, protocols or other requirements of any Governmental Authority having the force of law and any legal requirements arising under the common law or principles of law or equity, and the term “applicable” with respect to such Laws and, in the context that refers to any person, means such Laws as are applicable at the relevant time or times to such person or its business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over such person or its business, undertaking, property or securities.
Letter of Intent	Means the letter of intent dated May 21, 2025 between the Company and the Purchaser.
Letter of Transmittal	Means the letter of transmittal sent to registered Shareholders for use in connection with the Arrangement.
Lien	Means any mortgage, hypothec, prior claim, lease, sublease, easement, encroachment, servitude, lien, pledge, assignment for security, security interest, option, right of first offer or first refusal or other charge or encumbrance of any kind.
Management	Has the meaning as set forth under the heading “Background to the Arrangement”.
Management Proxyholders	Has the meaning as set forth under the heading “Appointment of Proxyholder”.
Matching Period	Has the meaning as set forth under the heading “The Arrangement Agreement – Covenants”.
Material Adverse Effect	Means any fact, state of facts, change, effect, event, circumstance, occurrence or development that individually or in the aggregate with other such facts, state of facts, changes, effects, events, circumstances, occurrences or developments:
(a) is or could reasonably be expected to be material and adverse to the business, operations, results of operations, capitalization, assets, liabilities (including any contingent liabilities), obligations (whether absolute, accrued, conditional or otherwise), or condition (financial or otherwise) of the Company and its Subsidiaries, on a consolidated basis, except any such fact, state of facts, change, effect, event, circumstance, occurrence or development resulting from:
(i) any change, development or condition in or relating to political, economic or financial or capital market conditions, whether globally or in Canada, the United States, or Mexico;
(ii) any change or proposed change in Law or the interpretation, application or non-application of any Law by any Governmental Authority;
(iii) any change in IFRS;
(iv) any change affecting the mining industry in Canada, the United States, or Mexico;
(v) any changes in the price of silver;

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24 -

Term	Definition
	(vi) any epidemic, pandemic, disease outbreak, other health crisis or public health event including any worsening or re-occurrence thereof;
(vii) a change in the market price or trading volume of the Common Shares as a result of the announcement of the execution of the Arrangement Agreement or of the transactions contemplated hereby;
provided, however, that each of clauses (i) through (iv) above shall not apply to the extent that any of the changes, developments, conditions or occurrences referred to therein relate primarily to (or have the effect of relating primarily to) the Company and its Subsidiaries, on a consolidated basis, or disproportionately adversely affect the Company and its Subsidiaries in comparison to other comparable silver companies who operate in the industry in which the Company and its Subsidiaries operate and provided further, however, that references in certain sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Material Adverse Effect has occurred.
Material Contract	Means any Contract of the Company or any of its Subsidiaries: (i) that if terminated or modified or if it ceased to be in effect, could reasonably be expected to have a Material Adverse Effect; (ii) relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness for borrowed money; (iii) under which indebtedness of the Company or any of its Subsidiaries for borrowed money is outstanding or may be incurred or pursuant to which any property or asset of the Company or any of its Subsidiaries is mortgaged, pledged or otherwise subject to a Lien securing indebtedness; (iv) restricting the incurrence of indebtedness by the Company or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Company or any of its Subsidiaries, or restricting the payment of dividends by the Company or any of its Subsidiaries; (v) under which the Company or any of its Subsidiaries is obligated to make or expects to receive payments in excess of $100,000 over the remaining term; (vi) providing for the establishment, investment in, organization or formation of any Joint Venture, strategic relationship, limited liability company or partnership; (vii) other than the Support Agreements, any shareholders or stockholders agreements, registration rights agreements, voting trusts, proxies or similar agreements, arrangements or commitments with respect to any shares or other equity interests of the Company or any of its Subsidiaries or any other Contract relating to disposition, voting or dividends with respect to any shares or other equity securities of the Company or any of its Subsidiaries; (viii) that creates an exclusive dealing arrangement or right of first offer or refusal or similar rights or terms to any person; (ix) with a Governmental Authority; (x) providing for employment, severance or change in control payments; (xi) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $100,000; (xii) that limits or restricts (A) the ability of the Company or any of its Subsidiaries to engage in any line of business or carry on business in any geographic area, or (B) the scope of persons to whom the Company or any of its Subsidiaries may sell or acquire assets, products or deliver or obtain services;

Term	Definition
	(xiii) any Contract providing for a royalty, streaming or similar arrangement or economically equivalent arrangement in respect of the Properties; (xiv) any standstill or similar Contract currently restricting the ability of the Company or any of its Subsidiaries to offer to purchase or purchase the assets or equity securities of another person; (xv) that provides for indemnification by the Company or any of its Subsidiaries or the assumption of any Tax, environmental, or other liability of any person; (xvi) that is made out of the ordinary course of business; (xvii) (A) which is a mining concession, lease or claim in respect of the Properties, or an earn-in, back-in, right of first offer or refusal in respect of the Properties or (B) that is material to the Company and related to the operation of, or the exploitation, extraction, development or production of gold from, the Properties; or (xvii) that is otherwise material to the Company; and, for greater certainty, includes the Material Contracts listed in Section 3.1(x)(i) of the Company Disclosure Letter.
Meeting	Means the special meeting of Reyna Securityholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order at the office of DuMoulin Black LLP, 1111 West Hastings Street, 15^{th} Floor, Vancouver, British Columbia on August 11, 2025, at 10:00 a.m. (Vancouver time) for the purpose of considering and, if thought fit, approving the Arrangement Resolution.
MLI	Has the meaning as set forth under the heading “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Disposition of Shares”.
MI 61-101	Means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
NI 54-101	Means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.
NOBO	Has the meaning ascribed to it under the heading “Non-Registered Holders”.
Nominee	Has the meaning ascribed to it under the heading “Non-Registered Holders”.
Non-Resident Dissenter	Has the meaning as set forth under the heading “Certain Canadian Federal Income Tax Considerations - Holders Not Resident in Canada - Dissenting Non-Resident Holders”.
Non-Resident Holder	Has the meaning as set forth under the heading “Certain Canadian Federal Income Tax Considerations - Holders Not Resident in Canada”.
Notice of Dissent	Has the meaning as set forth under the heading “Rights of Dissenting Shareholders”.
Notice of Hearing and Petition	Means the notice of hearing and petition set forth in Appendix “D”.
Notice of Meeting	Means the Reyna Silver Corp. Notice of Special Meeting of Securityholders dated July 9, 2025.
Notice Shares	Has the meaning ascribed to it under the heading “Rights of Dissenting Shareholders”.
OBO	Has the meaning ascribed to it under the heading “Non-Registered Holders”.
Optionholders	Means the holders of Options.
Options	Means the outstanding options to purchase Shares issued pursuant to the Equity Incentive Plan.

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Term	Definition
Option Agreement	Means an agreement evidencing the terms of any Option.
Order	Means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, or decrees of any Governmental Authority (in each case, whether temporary, preliminary or permanent).
Ordinary Course	Or any similar reference, means, with respect to an action taken or to be taken by any person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person and, in any case, is not unreasonable or unusual in the circumstances of such case in the context of the provisions of the Arrangement Agreement.
OTCQB	Means the OTCQB Market.
Outside Date	Means September 19, 2025 or such later date as may be agreed to in writing by the Parties.
Parties	Means the Company and the Purchaser.
Person	Includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a government or Governmental Authority or other entity, whether or not having legal status.
Plan of Arrangement	Means the plan of arrangement substantially in the form set out in Appendix “B” to this Circular, subject to any amendments or variations to such plan made in accordance with its terms, the terms of the Arrangement Agreement, or at the direction of the Court in the Final Order with the prior consent of Reyna and the Purchaser, each acting reasonably.
Proposed Amendments	Has the meaning as set forth under the heading “Certain Canadian Federal Income Tax Considerations”.
Proxy	Means the form of proxy accompanying to the Circular.
Public Disclosure Record	Means all documents filed by or on behalf of the Company on SEDAR+ since January 1, 2022 and prior to the date hereof that are publicly available on the date hereof.
Purchaser	Means Torex Gold Resources Inc.
Record Date	Means July 7, 2025.
Representative	Means, in respect of a Party, any officer, director, employee, consultant, representative (including financial, legal or other advisor) or agent of the Party or any of its Subsidiaries.
Required Securityholder Approval	Means the required level of approval for the Arrangement Resolution, which shall be: (i) two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (ii) two-thirds of the votes cast on the Arrangement Resolution by Securityholders present in person or represented by proxy and entitled to vote at the Meeting voting together as a single class; and (iii) if required, a majority of the votes cast on the Arrangement Resolution by the Shareholders present in person or

26 -

Term	Definition
	represented by proxy and entitled to vote at the Meeting, voting as a single class, excluding, for this purpose, the votes cast by those persons whose votes are required to be excluded by MI 61-101.
Resident Dissenter	Has the meaning as set forth under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders”.
Resident Holder	Has the meaning as set forth under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”.
RESP	Means Registered Education Savings Plan.
RRIF	Means Registered Retirement Income Fund.
RRSP	Means Registered Retirement Savings Plan.
RSU	Means the restricted share units of Reyna.
RSU Agreement	Means an agreement evidencing the terms of any RSU.
RSU Holders	Means the holders of RSUs.
SEC	Means the United States Securities and Exchange Commission.
Securities Act	Means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder.
Securities Laws	Means the Securities Act and all other applicable Canadian provincial and territorial securities Laws.
Securityholders	Means, collectively, the Shareholders, the Optionholders, the Warrantholders and the RSU Holders.
SEDAR+	Means the System for Electronic Data Analysis and Retrieval+ (and includes the predecessor thereto).
Shareholder	Means, at any time, a registered or beneficial holder of Shares, as the context requires.
Shares	Means the common shares in the capital of Reyna.
Special Committee	Means the special committee of independent directors of the Board formed to consider the Arrangement and make recommendations to the Board with respect thereto.
Subsidiary	Means, with respect to a specified entity, any:
(a) corporation of which issued and outstanding voting securities of such corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation (whether or not shares of any other class or classes will or might be entitled to vote upon the happening of any event or contingency) are owned by such specified entity and the votes attached to those voting securities are sufficient, if exercised, to elect a majority of the directors of such corporation;
(b) partnership, unlimited liability company, joint venture or other similar entity in which such specified entity has more than 50% of the equity interests and the power to direct the policies, management and affairs thereof; and
(c) a subsidiary (as defined in clauses (a) and (b) above) of any subsidiary (as so defined) of such specified entity.
Superior Proposal	Means any unsolicited bona fide written Acquisition Proposal from a person who is an arm’s length third party of the Company (other than the Purchaser), made in writing after the date of the Arrangement Agreement, to acquire not less than all of the outstanding Common Shares or all or substantially all of the assets of the Company on a consolidated basis that:

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Term	Definition
	(a) complies with Securities Laws and did not result from or involve a breach of the Arrangement Agreement, the Letter of Intent or any other agreement between the person making the Acquisition Proposal and the Company or any of its Subsidiaries;

(b) the Board has determined in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal would, taking into account all of the terms and conditions of such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction which is (i) in the best interests of the Company; and (ii) is more favourable to the Shareholders from a financial point of view than the Arrangement (taking into account any amendments to the Arrangement Agreement and the Arrangement proposed by the Purchaser pursuant to Section 5.4);

(c) in the case of an Acquisition Proposal that relates to the acquisition of all of the outstanding Common Shares, is made available to all of the Shareholders on the same terms and conditions;

(d) is not subject to any financing contingency and in respect of which adequate arrangements have been made to ensure that the required funds will be available to effect payment in full for all of the Common Shares or assets, as the case may be;

(e) is not subject to any due diligence and/or access condition;

(f) the Board has determined in good faith, after consultation with its financial advisor and outside legal counsel, is reasonably capable of being completed in accordance with its terms, without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal; and

(g) in the event that the Company does not have the financial resources to pay the Termination Fee, the terms of such Acquisition Proposal provide that the person making such Superior Proposal shall advance or otherwise provide the Company the cash required for the Company to pay the Termination Fee and such amount shall be advanced or provided on or before the date such Termination Fee becomes payable. |
| Superior Proposal Notice | Has the meaning as set forth under the heading “The Arrangement Agreement – Covenants”. |
| Support Agreements | Means the agreements to vote in favour of the Arrangement from each of the Company’s directors and officers. |
| Supporting Shareholders | Means Jorge Monroy, Michael Wood, Alex Langer, Peter Jones and Evaristo Berlanga. |
| Tax Act | Means the Income Tax Act (Canada), as amended, and the regulations thereunder, as amended. |
| Tax and Taxes | Means (a) any and all taxes, dues, duties, rates, imposts, fees, levies, other assessments, tariffs, charges or obligations of the same or similar nature, however denominated, imposed, assessed or collected by any Governmental Authority, including all income taxes, including any tax on or based on net income, gross income, income as specifically defined, earnings, gross receipts, capital gains, profits, business royalty or selected items of income, earnings or profits, and |

28 -

Term	Definition
	specifically including any federal, provincial, state, territorial, county, municipal, local or foreign taxes, state profit share taxes, windfall or excess profit taxes, capital taxes, royalty taxes, production taxes, payroll taxes, health taxes, employment taxes, withholding taxes, sales taxes, use taxes, goods and services taxes, custom duties, value added taxes, ad valorem taxes, excise taxes, alternative or add-on minimum taxes, franchise taxes, gross receipts taxes, licence taxes, occupation taxes, real and personal property taxes, stamp taxes, anti-dumping taxes, countervailing taxes, occupation taxes, environment taxes, transfer taxes, and employment or unemployment insurance premiums, social insurance premiums and worker’s compensation premiums and pension (including Canada Pension Plan) payments, and other taxes, fees, imposts, assessments or charges of any kind whatsoever; (b) any interest, penalties, additional taxes, fines and other charges and additions that may become payable on or in respect of amounts of the type described in clause (a) above or this clause (b); (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any express or implied obligation to indemnify any other person or as a result of being a transferee or successor in interest to any party.
taxable capital gain	Has the meaning as set forth under the heading “Certain Canadian Federal Income Tax Considerations – Taxation of Capital Gains and Capital Losses”.
Termination Fee	Means $1,400,000.
Termination Fee Event	Means the termination of the Arrangement Agreement:
(a) by the Purchaser, pursuant to Section 6.2(1)(d)(ii) of the Arrangement Agreement [Change in Recommendation];
(b) by the Company, pursuant to Section 6.2(1)(c)(ii) of the Arrangement Agreement [to enter into a Superior Proposal];
(c) by the Company pursuant to any Subsection of Section 6.2(1) of the Arrangement Agreement if at such time, the Purchaser is entitled to terminate the Arrangement Agreement pursuant to Section 6.2(1)(d)(ii) of the Arrangement Agreement [Change in Recommendation]; or
(d) by the Company or the Purchaser pursuant to Section 6.2(1)(b)(i) of the Arrangement Agreement [No Required Securityholder Approval] or Section 6.2(1)(b)(iii) of the Arrangement Agreement [Outside Date], or by the Purchaser pursuant to Section 6.2(1)(d)(i) of the Arrangement Agreement [Breach of Company Representation, Warranty or Covenant], if:
(i) prior to such termination, an Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any person (other than the Purchaser) or any person (other than the Purchaser) shall have publicly announced an intention to make an Acquisition Proposal; and
(ii) within twelve (12) months following the date of such termination (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated or effected, or (B) the Company, directly or indirectly, in one or more transactions, enters into a contract, other than an Acceptable Confidentiality Agreement permitted by and in accordance

29 -

Term	Definition
	with Section 5.3 of the Arrangement Agreement, in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated or effected (whether or not such Acquisition Proposal is later consummated or effected within twelve (12) months after such termination).
For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1 of the Arrangement Agreement, except that references to “20% or more” shall be deemed to be references to “50% or more”.
Transaction	Has the meaning as set forth under the heading “Background to the Arrangement”.
TSX Trust	Means TSX Trust Company, Reyna’s registrar and transfer agent.
TSXV	Means the TSX Venture Exchange.
Units	Has the meaning as set forth under the heading “Background to the Arrangement”.
U.S. Exchange Act	Means the United States Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.
U.S. Securities Act	Means the United States Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.
U.S. Securities Law	Means all applicable securities Laws in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, the rules and policies of the SEC and any applicable state securities laws.
United States	Means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.
Voting Support Agreements	Means the voting support agreements dated as of various dates, entered into between the Purchaser, on the one hand, and the Supporting Shareholders, on the other hand.
Warrantholders	Means the holders of Warrants.
Warrants	Means Share purchase warrants of Reyna.
2025 Private Placement	Has the meaning as set forth under the heading “Background to the Arrangement”.

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31 -

INFORMATION CIRCULAR

The information set out herein is presented as at July 9, 2025, except as indicated otherwise. Unless otherwise indicated, all amounts in this Circular are expressed in Canadian dollars.

Reyna Silver Corp. ("Reyna" or the "Company") is providing this Circular and a form of proxy in connection with management's solicitation of proxies for use at the special meeting (the "Meeting") of the Company to be held on August 11, 2025 and at any postponement or adjournment thereof. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

All capitalized terms used in this Circular but not otherwise defined herein, shall have the meaning set forth under "Glossary".

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a Securityholder's behalf in accordance with the instructions given by the Securityholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or Directors of the Company (the "Management Proxyholders").

A Securityholder has the right to appoint a person other than a Management Proxyholder to represent the Securityholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a Securityholder.

VOTING BY PROXY

Only registered Shareholders, Optionholders, Warrantholders, RSU Holders or duly appointed proxyholders are permitted to vote at the Meeting. Securities represented by a properly executed proxy will be voted FOR or AGAINST on each matter referred to in the Notice of Meeting in accordance with the instructions of the Securityholder on any ballot that may be called for, and if the Securityholder specifies a choice with respect to any matter to be acted upon, the securities represented by such proxy will be voted accordingly.

If a Securityholder does not specify a choice and the Securityholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Proxies must be received by the Company's transfer agent, TSX Trust Company, by no later than 10:00 a.m. (Vancouver time) on August 7, 2025 by mailing it to the following address: TSX Trust Company 301 - 100

Adelaide Street West, Toronto, Ontario, M5H 4H1, Attention: Proxy Department. Proxies may also be voted online at www.voteproxyonline.com by inserting the 12-digit control number listed on your proxy. The deadline for deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion, without notice.

NON-REGISTERED SHAREHOLDERS

Only Shareholders whose names appear on the records of the Company as the registered holders of Shares or duly appointed proxyholders as of the Record Date are permitted to vote at the Meeting. Most Shareholders of the Company are "non-registered" Shareholders because the Shares they own are not registered in their names, but instead registered in the name of a nominee, such as a brokerage firm through which they purchased the shares; a bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans; or a clearing agency, such as The Canadian Depository for Securities Limited (a "Nominee"). If you purchased your Shares through a broker, you are likely a non-registered holder.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Circular and the Proxy, to the Nominees for distribution to non-registered holders. If you are a NOBO (as defined below), your name, address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Nominee holding securities on your behalf.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting, unless a non-registered holder has waived the right to receive them. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. Nominees will generally use service companies (such as Broadridge Financial Solutions, Inc.) to forward the Meeting materials to non-registered holders. Generally, a non-registered holder who has not waived the right to receive Meeting materials will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit non-registered holders to direct the voting of the Shares they beneficially own. Nominees often have their own mailing procedures and provide their own return instructions for the voting instruction form or form of proxy. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to the Company are referred to as "non-objecting beneficial owners" ("NOBOs"). Those non-registered holders who have objected to their Nominee disclosing ownership information about themselves to the Company are referred to as "objecting beneficial owners" ("OBOs").

The Company will pay for Nominees to deliver proxy related materials to OBOs under NI 54-101.

Additionally, the Company may use Broadridge Financial Solutions' QuickVote™ system to assist eligible NOBOs with voting their Shares.

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HOW TO VOTE YOUR SECURITIES

You may vote in any of the following ways:

| VOTING METHODS | BENEFICIAL HOLDERS
securities held with a broker, bank
or other nominee. | REGISTERED HOLDERS
securities held in own name and
represented by a physical certificate or
DRS. |
| --- | --- | --- |
| | www.proxyvote.com | ONLINE: www.voteproxyonline.com
EMAIL: [email protected] |
| | Call the toll-free number listed on
your Voting Instruction Form (VIF)
and vote using the control number
provided therein. | FAX: 416-595-9593 |
| | Complete, date and sign the voting
instruction form and return it in the
enclosed postage paid envelope. | Complete, date and sign Management’s
form of proxy and return it in the enclosed
postage paid envelope to:
TSX Trust Company
100 Adelaide Street West, Suite 301,
Toronto, Ontario, M5H 4H1 |

QUORUM AND APPROVAL

A quorum of Shareholders is required to transact business at the Meeting. Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of Shareholders is one person who is, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least 5% of the issued Shares entitled to be voted at the Meeting.

In order to become effective, the Arrangement Resolution must be approved by not less than: (i) 66⅔% of votes cast by Shareholders present in person or represented by proxy at the Meeting; (ii) 66⅔% of votes cast by Securityholders present in person or represented by proxy at the Meeting, voting together as members of a single class; and (iii) a majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding for this purpose votes attached to the Excluded Shares and any Shares beneficially owned, directly or indirectly by any other persons described in items (a) through (d) of Section 8.1(2) of MI 61-101.

NOTICE-AND-ACCESS

The Company is not sending the Meeting materials to Securityholders using “notice-and-access”, as defined under NI 54-101.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a Securityholder, his or her attorney authorized in writing or, if the Securityholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. In addition to revocation in any other manner permitted by law, a proxy may be revoked by:

(a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered Shareholder, Optionholder, Warrantholder or RSU Holder or such holders' authorized attorney in writing, or, if such a holder is a corporation, under its corporate seal by an officer or duly authorized attorney, and by delivering the proxy bearing a later date to TSX Trust at 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Attention: Proxy Department or to the address of the registered office of Reyna at any time up to and including the last Business Day that precedes the day of the Meeting or, if the Meeting is adjourned, the last Business Day that precedes any reconvening thereof, or to the Chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or

(b) personally attending the Meeting and voting the Shares, Options, Warrants or RSUs, as applicable.

Upon such deposit, the proxy is revoked. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

The Company may use Broadridge Financial Solutions' QuickVote™ system to assist eligible NOBOs with voting their Shares.

Cautionary Note Regarding Forward-Looking Information and Forward-Looking Statements

This Circular and the documents incorporated into this Circular by reference contain "forward-looking information" within the meaning of applicable Canadian securities Laws and "forward-looking statements" within the meaning of applicable U.S. Securities Laws, collectively referred to herein as "forward looking statements". These forward-looking statements and forward-looking information include but are not limited to statements and information as to: the Arrangement and the completion thereof; the timing for the implementation of the Arrangement, including the expected Effective Date of the Arrangement; the anticipated benefits of the Arrangement; the principal steps of the Arrangement; the process and timing of delivery of the Consideration to Shareholders following the Effective Time; the receipt of the necessary Securityholder and court approvals; the anticipated tax treatment of the Arrangement for Shareholders; the use of proceeds from the Concurrent Financing; statements made in, and based upon the Fairness Opinion; statements relating to the business of the Company after the date of this Circular and prior to the Effective Time; de-listing of the Shares from the TSXV; ceasing of reporting issuer status of the Company; change of control matters in respect of certain officers of the Company; and

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other events or conditions that may occur in the future or future plans, projects, objectives, estimates and forecasts, and the timing related thereto.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance, often but not always use phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or statements that certain actions, events or results "may" or "could", "would", "might", or "will" be taken to occur or be achieved.

These forward-looking statements and information are based on numerous assumptions, estimates, expectations, analyses and opinions, all of which are believed by management to be reasonable based on information currently available at the time such statements were made. Such assumptions include, without limitation: that the Arrangement will be completed; that the Arrangement will be completed within the expected time frame at the expected cost; that the Company and the Purchaser shall not fail to complete the Transaction for any reason including but not limited to the matters discussed under the heading "Risk Factors" and elsewhere in this Circular; the ability of the Company to receive, in a timely manner and on satisfactory terms, the necessary Court, Securityholder and other third party approvals; the ability of the Company to satisfy, in a timely manner, the other conditions to completion of the Arrangement; that the Company will use the proceeds from the Concurrent Financing as anticipated; and other expectations and assumptions which management believes are appropriate and reasonable. The anticipated dates provided in this Circular regarding the Arrangement may change for a number of reasons, including the inability to secure the necessary regulatory, Court, Securityholder or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this Circular. Although management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking statements or information will prove to be accurate.

Although the Company has attempted to identify in this Circular important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements and information in this Circular and the documents incorporated by reference herein, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Such risks, uncertainties and factors include, among others: failure to complete the Arrangement, including any event, change or other circumstances that could impact the completion of the Arrangement; factors beyond the control of the Company and the Purchaser; failure of the Company to obtain the necessary Court or Securityholder approvals or otherwise satisfy the conditions to the completion of the Arrangement; inability to complete the Arrangement within the expected time frame; the Arrangement may divert the attention of the Company's management; costs associated with the Arrangement, even if the Arrangement is not completed; the directors and officers of the Company may have different interests than Securityholders; the ability of the Company to maintain its full property portfolio; risks relating to, among other things, exploration and mining operations, the Company's financial condition and prospects not being consistent with the Company's expectations, changes in general economic conditions and conditions in the financial markets; and the risks discussed under the heading "Risk Factors" and elsewhere in the Circular, including in the documents incorporated by reference in the Circular. Readers should not place undue reliance on forward-looking statements or information in this Circular, nor in the documents incorporated by reference herein. Except as required by applicable law, the Company disclaims any intention or obligation to update or revise any of the forward-looking statements or

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forward-looking information in this Circular or incorporated by reference herein, whether as a result of new information, future events or otherwise. All of the forward-looking statements made, and forward-looking information contained, in this Circular are qualified by these cautionary statements.

The forward-looking statements and information contained in this Circular are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless required by applicable Canadian securities Laws and U.S. Securities Laws. All forward-looking statements contained in this Circular are expressly qualified in their entirety by the cautionary statements set forth above and in any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.

Note to Securityholders in the United States Regarding U.S. Securities Law Matters

THE ARRANGEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Company is a "foreign private issuer", within the meaning of Rule 3b-4 under the U.S. Exchange Act and the solicitation of proxies made pursuant to this Circular is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. Accordingly, the solicitation of proxies and transactions contemplated herein are being made in accordance with Canadian corporate and securities Laws, and this Circular has been prepared in accordance with the applicable disclosure requirements of Canada. Securityholders in the United States should be aware that requirements under such Canadian laws may differ from requirements of the United States applicable to registration statements under the U.S. Securities Act and to proxy statements under the U.S. Exchange Act.

It may be difficult for Securityholders in the United States to enforce their rights and any claim they may have arising under United States federal securities laws since the Company and the Purchaser are incorporated or formed under the laws of Canada or a province of Canada, most or all of the officers and directors of each of the Company and the Purchaser reside outside the United States, some of the experts named herein may reside outside the United States, and all or a substantial portion of the assets of each of the Company and the Purchaser and the other above-mentioned persons are located outside the United States. Securityholders in the United States may not be able to sue the Company or the Purchaser or their respective officers or directors in a non-U.S. court for violation of United States federal securities laws. It may be difficult to compel such parties to subject themselves to the jurisdiction of a court in the United States or to enforce a judgment obtained from a court of the United States.

Securityholders in the United States should be aware that the Arrangement described in this Circular may have tax consequences in both the United States and Canada which are not fully described herein. Securityholders who are resident in, or citizens of, the United States are advised to consult their own tax advisors to determine the particular United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local or other taxing jurisdiction. For a general discussion of the Canadian income

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tax consequences of the Arrangement to Shareholders who are not resident in Canada, see “Certain Canadian Federal Income Tax Considerations – Holders not Resident in Canada”.

VOTING SECURITIES

The Company is authorized to issue an unlimited number of common shares without par value (the "Shares"). As of the Record Date, there were 280,616,319 Shares outstanding, 9,178,231 Options outstanding, 132,567,518 Warrants outstanding and 2,550,000 RSUs outstanding and entitled to vote at the Meeting. Shareholders, Optionholders, Warrantholders and RSU Holders as at the Record Date will be entitled to receive notice of and vote at the Meeting. Holders of Shares will be entitled to one vote for each Share held. Holders of Options will be entitled to one vote for each Option held. Holders of Warrants will be entitled to one vote for each Warrant held. Holders of RSUs will be entitled to one vote for each RSU held.

PRINCIPAL HOLDERS OF SECURITIES

To the knowledge of the Directors and executive officers of the Company, as of the Record Date, there are no persons or companies who beneficially own, control or direct, directly or indirectly, shares carrying 10% or more of the voting rights attached to all shares of the Company.

BACKGROUND TO THE ARRANGEMENT

Discussions between the Company and the Purchaser began in September 2024. Initial discussions were around an investment by the Purchaser in the Company. On November 22, 2024, the Company and the Purchaser entered into a confidentiality agreement.

On January 23, 2025, the Company released drill results from the Gryphon Summit Project. The Company was unable to deliver meaningful drilling results since 2023 at its Batopilas Project.

Shortly thereafter, on January 29, 2025, the Company announced a $3 million non-brokered private placement, which closed in four tranches for gross proceeds of $3,027,972 (the "2025 Private Placement"). The 2025 Private Placement consisted of units of the Company ("Units") at a price of $0.075 per Unit. Each Unit consisted of one common share and one Share and one Warrant with an exercise price of $0.12. This was the lowest priced offering in the history of the Company and was highly dilutive to existing Shareholders. Furthermore, the proceeds from the 2025 Private Placement were not sufficient to maintain the Company's property portfolio or conduct any meaningful work at the Company's properties.

The Company was facing challenging market conditions to raise the required capital to continue to explore its property portfolio. The Company started to look for new sources of capital that would be less dilutive to Shareholders.

Following the fall in the Company's share price in early 2025, discussions with the Purchaser continued regarding an investment in the Company. The Purchaser conducted site visits at the Company's projects in April 2025.

On May 15, 2025, the Purchaser asked if the Company would be open to selling at a meaningful premium to the market price.

The Board and management assessed this option against other potential alternatives available to the Company including, amongst other things, downsizing the Company's property portfolio, conducting

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further equity raises and maintaining the status quo. As the Company's properties are all early-stage exploration properties, the Company would require substantial capital to continue exploring the properties to assess their geological potential. A restructuring of the Company, including disposing of some of the properties, would hurt the valuation of the Company and further erode shareholder value, while maintaining the status quo would be highly dilutive to shareholders with increasing property payments required to maintain key exploration ground in the Nevada portfolio. On May 16, 2025, the Board met and decided it was in the best interests of the Company to pursue a transaction with the Purchaser.

On May 21, 2025, the Company entered into a non-binding letter (the "Letter of Intent") of intent providing for exclusivity until the close of business on June 21, 2025 (the "Exclusivity Period"). Pursuant to the Letter of Intent, the Purchaser proposed to acquire the Company pursuant to a court-approved plan of arrangement, or other alternative transaction structure, and that the price per Share would be negotiated between the Parties during the Exclusivity Period in the context of the market in connection with entering into the Arrangement Agreement (the "Transaction").

On June 6, 2025, the Company engaged DuMoulin Black to provide legal advice and assist the Company in negotiations with respect to the Transaction.

In order to facilitate consideration of the Transaction and ensure fair consideration was given to it, and in recognition of the potential or perceived conflict of interest in the participation of the Chief Executive Officer and the Chief Financial Officer of the Company in evaluating the Transaction, the Board formed the Special Committee on June 12, 2025. The Special Committee was comprised of Peter R. Jones, Alexander Langer, and Evaristo Trevino, each of whom was determined by the Board to be independent of the Transaction. The Special Committee's mandate included, among other things, to review, supervise and make recommendations to the Board in respect of the process to be carried out by the Company in evaluating the Transaction and, if deemed advisable to proceed with the Transaction, to negotiate the terms thereof and oversee its implementation and execution. The Special Committee subsequently engaged Founders LLP to provide independent legal advice and to assist the Special Committee in any negotiations with respect to the Transaction.

On June 12, 2025, the Special Committee engaged E&E to act as financial advisor in connection with the Arrangement and to provide the Fairness Opinion.

In the course of its review and evaluation of the Transaction, the Board and the Special Committee held both formal and informal meetings, including consultation with management and legal and financial advisors.

Between June 9, 2025 and June 22, 2025, external legal counsel for the Purchaser provided the Company with drafts of the Arrangement Agreement (including the Plan of Arrangement), the Concurrent Financing Subscription Agreement, and the form of Voting and Support Agreement. Between June 9, 2025 and June 22, 2025, the terms of the various definitive agreements were negotiated, and drafts were exchanged between DuMoulin Black and Edwards Kenny & Bray LLP, on the one hand, and external counsel to the Purchaser on the other hand.

On June 20, 2025, E&E delivered its oral opinion to the effect that, based upon and subject to the assumptions, limitations qualifications and other matters stated in the Fairness Opinion, E&E was of the opinion that the consideration to be received by Shareholders (other than the Purchaser) pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders (other than the Purchaser).

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On June 20, 2025, following receipt of the oral Fairness Opinion, the Special Committee met to discuss the key terms and conditions of the draft transaction agreements and the status of negotiations with the Purchaser. In the course of such deliberations, the Special Committee reviewed and considered the interests of the Company and its stakeholders. In particular, the Special Committee considered the following principal factors in making its recommendations to the Board:

Fairness of Consideration Relative to Comparable Transactions - The Special Committee reviewed comparable transactions in the mining and natural resources sector to assess whether the financial terms of the proposed Arrangement were fair and within market norms.
Independent Valuation and Fairness Opinion – The Special Committee relied on the advice and analysis of its independent financial advisor, E&E, including the Fairness Opinion, which concluded that the Consideration offered was fair, from a financial point of view, to the Shareholders.
Challenges in Accessing Capital Markets - The Special Committee considered the prevailing difficulties faced by comparable companies in accessing public or private capital, particularly in light of current market volatility and sector-specific constraints.
Capital Requirements Absent the Arrangement - The Special Committee evaluated the Company's near- and medium-term capital requirements and concluded that, without the Arrangement, significant additional financing would be required, which would be highly uncertain and potentially value-destructive to existing Shareholders.
Shareholder Value Maximization – The Special Committee considered the likelihood that the Arrangement represented the best available opportunity to preserve and potentially enhance Shareholder value in the face of ongoing financial and operational challenges.
Timeliness and Urgency – Given the Company's financial position, the Special Committee gave weight to the time-sensitive nature of the Arrangement and the risk of erosion of Shareholder value if the Arrangement was delayed or not consummated.
Support from Key Stakeholders – The Special Committee noted the expressions of support for the transaction from significant shareholders, management, and/or strategic partners, which reinforced the market credibility and likelihood of successful completion.

After consideration of the above factors, the Special Committee unanimously determined to recommend to the Board that it (i) determine that the Arrangement is in the best interests of the Company; (ii) determine that the Consideration is fair to the Shareholders; (iii) approve the Arrangement; and (iv) recommend that the Securityholders vote FOR the Arrangement Resolution.

After receiving the recommendation of the Special Committee, the Board received and considered the recommendations of the Special Committee and the Fairness Opinion. After deliberations, including the Board's thorough review of, among other things, the terms of the Arrangement Agreement and the factors and risks associated with the Arrangement, the interests of the Company and the stakeholders in the Company, the Board unanimously (i) determined that the Arrangement is in the best interests of the Company; (ii) determined that the Consideration is fair to the Shareholders; (iii) approved the Arrangement and the Company entering into the Arrangement Agreement; and (iv) recommended that the Securityholders vote FOR the Arrangement Resolution.

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The Arrangement Agreement, Voting and Support Agreements, Concurrent Private Placement Subscription Agreement and ancillary documents were finalized by DuMoulin Black, Edwards Kenny & Bray LLP, and Cassels Brock & Blackwell LLP, counsel to the Purchaser, following the Board meeting and executed copies were exchanged by the Company and the Purchaser on June 22, 2025.

On the morning of June 23, 2025, each of the Company and the Purchaser issued a press release announcing the entering into of the Arrangement Agreement, the Concurrent Private Placement Subscription Agreement and the Voting Support Agreements.

On June 20, 2025, E&E provided a written fairness opinion for inclusion in the Circular, that, based upon their analysis (as set out in the Fairness Opinion), assumptions, limitations and other relevant factors, the Consideration to be received by Shareholders is fair from a financial point of view to such Shareholders.

On July 9, 2025, the Board approved this Circular and certain other procedural matters related thereto and to the Arrangement.

Copies of the Arrangement Agreement and the Voting and Support Agreements are available on SEDAR+ at www.sedarplus.ca.

Fairness Opinion

The following summary is qualified in its entirety by the full text of the Fairness Opinion, which sets forth the credentials of E&E, the assumptions made and the methodologies employed, the scope of the review, the matters considered and the limitations and qualifications on the review undertaken in connection with the Fairness Opinion. The Fairness Opinion does not address any other aspect of the Arrangement, and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Arrangement. The Fairness Opinion is not a recommendation to any Securityholder as to how to vote or act on any matter relating to the Arrangement. The Fairness Opinion is only one factor that was taken into consideration by the Special Committee and the Board in making their respective recommendations.

Evans and Evans, Inc. ("E&E") was retained by the Company, on behalf of the Special Committee, to provide an independent opinion as to the fairness, from a financial point of view, of the Consideration to be received by Shareholders (other than the Purchaser) pursuant to the Arrangement Agreement.

At the meetings of the Special Committee and the Board held on June 20, 2025, E&E orally delivered its opinion to the Special Committee, which was subsequently confirmed in writing, to the effect that, as at the date thereof and based upon the assumptions, limitations and qualifications set out therein, the Consideration to be received by the Shareholders (other than the Purchaser) pursuant to the Arrangement Agreement is fair, from a financial point of view, to such Shareholders. The Fairness Opinion was only one of many factors considered by each of the Special Committee and the Board in evaluating the Arrangement and was not determinative of the views of the Special Committee and the Board with respect to the Arrangement or the Consideration set forth in the Arrangement Agreement.

The full text of the Fairness Opinion, setting out, among other things, the scope of review, assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Fairness Opinion, is attached as Appendix "F" to this Circular. The summary of the Fairness Opinion

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in this Circular is qualified in its entirety by reference to the full text of the opinion and Securityholders are urged to read the Fairness Opinion in its entirety.

The Fairness Opinion was prepared at the request of the Special Committee and the Board and is addressed solely to the Special Committee and the Board for their use in evaluating the Arrangement. It is not intended to, and does not, confer any rights or remedies upon any other person, including any Securityholder, nor does it constitute a recommendation to any Securityholder as to how to vote or act in connection with the Arrangement.

Pursuant to the terms of the engagement letter with E&E dated June 12, 2025, the Company agreed to pay E&E a fixed fee for the preparation and delivery of the Fairness Opinion, which is not contingent upon the conclusions reached in the Fairness Opinion or the successful completion of the Arrangement.

Voting Support Agreements

In connection with the Arrangement, the Purchaser entered into Voting Support Agreements with the Supporting Shareholders, such Supporting Shareholders, as a group, collectively holding, directly or indirectly, or exercising control or direction over, an aggregate of approximately 7.28% of the outstanding Shares and an aggregate of approximately 10.17% of the outstanding Shares, Options, Warrants and RSUs. Pursuant to such Voting Support Agreements, each Supporting Shareholder has agreed to, among other things, vote their Shares, Options, Warrants and RSUs in favour of the Arrangement Resolution. More specifically, pursuant to the terms of each Voting Support Agreement, each Supporting Shareholder has agreed to, inter alia, the following covenants:

(a) at any meeting of Securityholders (including in connection with any separate vote of any subgroup of Securityholders that may be required to be held and of which subgroup the Supporting Shareholder forms part) called to vote upon the Arrangement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Arrangement is sought, the Supporting Shareholder shall cause all of the Supporting Shareholder's securities (that have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all of the Supporting Shareholder's securities (that have a right to vote at such meeting) in favour of the approval of the Arrangement Resolution, the transactions contemplated by the Arrangement Agreement and any other matter necessary for the consummation of the Arrangement;

(b) at any meeting of Securityholders (including in connection with any separate vote of any subgroup of Securityholders that may be required to be held and of which subgroup the Supporting Shareholder forms part) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the Shareholders or other Securityholders is sought (including by written consent in lieu of a meeting), the Supporting Shareholder shall cause all of the Supporting Shareholder's securities (that have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all of the Supporting Shareholder's securities (that have a right to vote at such meeting) against any Acquisition Proposal and/or any matter that could reasonably be expected to (i) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Supporting Shareholder under the Voting Support Agreement, or (ii) materially delay, prevent, impede or frustrate the successful completion of the Arrangement or any of the transactions contemplated by the Arrangement Agreement or the Voting Support Agreement;

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(c) in the event that any transaction other than the Arrangement is presented for approval of, or acceptance by, the Shareholders, the Supporting Shareholder will not directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Shares that form part of the securities;

(d) without limiting the obligations in (a) and (b) above, no later than ten (10) Business Days prior to the date of the Meeting:

(i) with respect to all securities (that have a right to vote at such meeting) that are registered in the name of the Supporting Shareholder, the Supporting Shareholder shall deliver or cause to be delivered, in accordance with the instructions set out in the Circular, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Arrangement; and

(ii) with respect to all securities (that have a right to vote at such meeting) that are beneficially owned by the Supporting Shareholder but not registered in the name of the Supporting Shareholder, the Supporting Shareholder shall deliver a duly executed voting instruction form to the intermediary through which the Supporting Shareholder holds the Supporting Shareholder's beneficial interest in the Supporting Shareholder's securities instructing that the Supporting Shareholder's securities (that have a right to vote at such meeting) be voted at the Meeting in favour of the Arrangement,

and provide written confirmation of same to the Company and the Purchaser; and

(e) the proxy or proxies referred to in (d)(i) above shall name those individuals as may be designated by the Company in the Circular and such proxy or proxies or the voting instructions referred to in (d)(ii) above shall not be revoked, withdrawn or modified without the prior written consent of the Purchaser. If for any reason such proxy or voting instruction form is invalid and not effective or is not delivered in accordance with (d) above, the Supporting Shareholder unconditionally and irrevocably appoints the Purchaser as attorney in fact (which appointment is coupled with an interest) for and on its behalf to act in respect of any resolution in connection with the Arrangement.

Each of the Voting Support Agreements provide that it will terminate and be of no further force or effect: (a) at any time upon the mutual agreement in writing of the Purchaser and the applicable Supporting Shareholder; (b) by the Purchaser if (i) any of the representations or warranties of the applicable Supporting Shareholder contained in the Voting Support Agreement are not true and correct in all material respects, or (ii) the applicable Supporting Shareholder shall not have complied with the covenants to the Purchaser contained in such Voting Support Agreement in all material respects; (c) by the Supporting Shareholder if any of the representations and warranties of the Purchaser in the Voting Support Agreement or the Arrangement Agreement are not true and correct in all material respects; (d) automatically upon the earlier of (i) the Effective Time; or (ii) the termination of the Arrangement Agreement in accordance with its terms.

The foregoing is a summary only of the principal terms of the Voting Support Agreements and does not purport to be complete and is qualified in its entirety by reference to the text of the Voting Support Agreements (which have been filed by the Company under its profile on SEDAR+ at www.sedarplus.ca). Securityholders are encouraged to read the Voting Support Agreements carefully and in their entirety, as

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the foregoing summary may not contain all of the information about the subject matter thereof that is important to Securityholders.

Recommendation of the Special Committee

The Special Committee (comprised of independent directors of the Board) was formed to, among other things, consider the Arrangement and to make recommendations to the Board with respect thereto. The Special Committee, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Arrangement Agreement, and after consulting with its financial and legal advisors, including having received and taken into account the Fairness Opinion, and such other matters as it considered necessary and relevant, including the factors set out below under the heading "Background to the Arrangement – Purposes and Reasons for the Recommendation", unanimously determined that the Arrangement is in the best interests of the Company and that the Arrangement is fair and reasonable to the Shareholders (other than the Purchaser) and unanimously recommended to the Board that the Company approve the Arrangement and the entering into by the Company of the Arrangement Agreement and recommend that the Securityholders approve the Arrangement Resolution.

Recommendation of the Board

The Board, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Arrangement Agreement, and after consulting with its financial and legal advisors, including having received and taken into account the unanimous recommendation of the Special Committee and the Fairness Opinion and such other matters as it considered necessary and relevant, including the factors set out below under the heading "Background to the Arrangement – Purposes and Reasons for the Recommendation", unanimously determined that the Arrangement is in the best interests of the Company and that the Arrangement is fair and reasonable to Shareholders (other than the Purchaser). Accordingly, the Board unanimously approved the Arrangement and the entering into by the Company of the Arrangement Agreement and unanimously (with Conflicted Directors abstaining) recommends that Securityholders vote FOR the Arrangement Resolution.

Purposes and Reasons for the Recommendation

In making the determination to unanimously recommend to the Board the approval of the Arrangement Agreement, and in resolving to approve the Arrangement Agreement, the Special Committee and the Board, respectively, carefully considered all aspects of the Arrangement and received advice from financial and legal advisors. The following is a summary of the principal reasons for the Special Committee's determination to unanimously recommend approval of the Arrangement to the Board, and in the Board's determination to approve the Arrangement Agreement:

Compelling Value and Immediate Liquidity. The Consideration provides Shareholders with immediate value and is of particular benefit given the limited trading volume, the financial challenges facing the Company and the lack of liquidity in the Shares. The Consideration represents a 52.94% premium to the closing price of the Shares on the TSXV on June 20, 2025, the last trading day immediately prior to the announcement of the Arrangement and a 73.33% premium to the Company's private placement of units completed in March 2025.
All Cash Consideration. The Consideration to be received by the Shareholders pursuant to the Arrangement is comprised entirely of cash, which allows such Shareholders to crystalize the
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premium discussed above while achieving certainty of value and liquidity without ongoing exposure to the risks which the Company faces on a standalone basis.

Concurrent Financing. In connection with the Transaction, the Purchaser subscribed for units of the Company for a total investment amount of $1.1 million in a non-brokered private placement. Proceeds from the Concurrent Financing have and will be used to make certain payments relating to the Company's property option agreements in Nevada. As disclosed in the Company's interim financial statements and related management's discussion and analysis for the quarter ended March 31, 2025, the Company had entered into amended and restated option agreements for the Medicine Springs property, and without a further capital injection the Company would have defaulted on the option payments on the Medicine Springs property and the Gryphon Summit property. Such defaults could have resulted in the erosion of substantial shareholder value. The Concurrent Financing has allowed Reyna to maintain its full property portfolio.
Strategic Process and Negotiated Transaction. The Transaction was the result of a comprehensive negotiation process with the Purchaser, which ultimately secured for the Company the best offer available to Securityholders, in the circumstances. The process was conducted organically by the Company without using bankers or brokers, which has kept the transaction fees down and allowed for increased value to shareholders.
Other Factors. In evaluating the Arrangement, the Special Committee and the Board considered the Company's financial condition, operating results, future prospects, strategic alternatives and its competitive position. This evaluation included an assessment of the risks associated with pursuing those prospects and alternatives in the current market environment, as well as the Company's financial position and its ability to remain a going concern and execute its business strategies. Financial obligations were considered, including the substantial claim fees in Mexico and Nevada and the Medicine Springs and Gryphon Summit option payments.

Special Committee and Board Oversight. The Arrangement and the Arrangement Agreement are the result of a robust negotiation process that was undertaken with the oversight and participation of the Special Committee, as advised by independent and highly qualified legal and financial advisors, which resulted in an agreement with terms and conditions that provide the Shareholders (other than the Purchaser) with significant, immediate and certain value, on terms that are reasonable in the judgment of the Special Committee and the Board.
Fairness Opinion. The Special Committee obtained a fairness opinion from E&E, which opinion concluded that, as of June 20, 2025, based upon and subject to the assumptions made, procedures followed, matters considered and the limitations and qualifications set out therein, the Consideration to be received by Shareholders (other than the Purchaser) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. The fees payable to E&E for the Fairness Opinion were not contingent upon the conclusion reached by E&E being favourable to the Arrangement. See "The Arrangement – Fairness Opinion", and Appendix "F" to this Circular.
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Ability to Respond to Superior Proposals. The Arrangement Agreement permits the Board, in the exercise of its fiduciary duties, to respond, prior to the Meeting, to certain Acquisition Proposals that are or could reasonably be expected to constitute or lead to a Superior Proposal.
Support for the Transaction. Each of the Supporting Shareholders has entered into a Voting Support Agreement, pursuant to which such Supporting Shareholder agreed to, among other things, vote their Shares, representing an aggregate of approximately 7.28% of the outstanding Shares and an aggregate of approximately 10.17% of the outstanding Shares, Options, Warrants and RSUs, in favour of the Arrangement Resolution at the Meeting.
Reasonable Break Fee. The break fee payable by the Company, being $1,400,000 where the Arrangement Agreement is terminated in certain other circumstances, is reasonable and payable only in customary and limited circumstances. In the view of the Special Committee and the Board, the break fee would not preclude a third party from potentially making a Superior Proposal. See "The Arrangement Agreement – Termination Fees and Expenses".
Shareholder and Court Approval. The Arrangement is subject to the following Shareholder and Court approvals, which protect Shareholders, and confirms that the Arrangement treats all stakeholders of the Company (other than the Purchaser) equitably and fairly:
at least two-thirds of the votes cast by Shareholders present or represented by proxy and entitled to vote at the Meeting;
at least two-thirds of the votes cast by Securityholders present or represented by proxy and entitled to vote at the Meeting;
a simple majority of the votes cast by Shareholders present or represented by proxy and entitled to vote at the Meeting, other than persons required to be excluded for the purpose of such vote under MI 61-101; and
a determination of the Court that the terms and conditions of the Arrangement are fair and reasonable, both procedurally and substantively, to the rights and interests of Shareholders (other than the Purchaser) and other affected persons.
Dissent Rights. Registered Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if ultimately successful, receive fair value for their Shares and the Purchaser only has an ability to terminate the Arrangement Agreement for Shareholders exercising their Dissent Rights if Shareholders holding at least 5% of the Shares have validly exercised their Dissent Rights (and not withdrawn such exercise).

The Special Committee and the Board also considered a number of potential risks and potential negative factors relating to the Arrangement, including the following:

Risk of Non-Completion. The risks to the Company if the Arrangement is not completed, including the costs to the Company in pursuing the Arrangement (whether or not it is completed), the diversion of management's attention away from conducting the Company's day-to-day business in the ordinary course and the potential impact on the Company's current business relationships (including with future and prospective employees, customers, suppliers and partners).
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No Longer a Public Company. If the Arrangement is successfully completed, it is anticipated that the Company will no longer exist as an independent public corporation and the consummation of the Arrangement will eliminate the opportunity for Shareholders (other than the Purchaser) to participate in potential longer-term benefits of the business of the Company that might result from future growth and the potential achievement of the Company's long-term plans to the extent that those benefits, if any, exceed the benefits reflected in the Consideration and with the understanding that there is no assurance that any such long-term benefits will in fact materialize.
Non-Satisfaction of Closing Conditions. The closing conditions contained in the Arrangement Agreement that may not be forthcoming or satisfied, and the right of the Purchaser to terminate the Arrangement Agreement in certain limited circumstances.
Non-Solicitation Covenants. The customary limitations contained in the Arrangement Agreement on the Company's ability to solicit additional interest from third parties, the Purchaser's right under the Arrangement Agreement to match a Superior Proposal and that the quantum of the Termination Fee may discourage other parties from making a Superior Proposal.
Taxable Transaction. The fact that the Arrangement will be a taxable transaction for Canadian federal income tax purposes and, as a result, Shareholders (other than the Purchaser) will generally be required to pay taxes on any gains that result from the disposition of their Shares pursuant to the Arrangement.

Members of the Special Committee used their own knowledge of the business, financial condition and prospects of the Company, along with the assistance of management and financial and legal advisors to the Special Committee in their evaluation of the Arrangement and relied on E&E in the preparation and delivery of the Fairness Opinion. In view of the wide variety of factors considered by each member of the Special Committee in connection with their respective assessments of the Arrangement, and the complexity of such matters, the Special Committee and the Board (with Conflicted Directors abstaining) did not consider it practical, nor did any of them attempt, to quantify, rank or otherwise assign relative weights to the foregoing factors that they considered in reaching their respective decisions. In addition, individual members of the Special Committee and the Board may have given different weight to different factors and may have applied different analyses to each of the material factors considered. The conclusions and recommendations of the Special Committee and Board (with Conflicted Directors abstaining) were arrived at after considering the totality of the information presented to and considered by them.

The determinations and recommendations of the Special Committee and Board regarding the Arrangement are based, in part, on certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See "Cautionary Note Regarding Forward-Looking Information and Forward-Looking Statements" and "Risk Factors".

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Board with respect to the Arrangement, Securityholders should be aware that certain members of the Board and Reyna's management have interests in connection with

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the Arrangement that may create actual or potential conflicts of interest in connection with the Arrangement. See “Multilateral Instrument 61-101 – Disclosure Concerning Certain Benefits”.

Other than as disclosed herein, all benefits received, or to be received, by directors, executive officers or employees of Reyna as a result of the Arrangement are, and will be, solely in connection with their services as directors, officers or employees of Reyna. No benefit has been, or will be, conferred to the directors, executive officers or employees of Reyna for the purpose of increasing the value of Consideration to which they are entitled pursuant to the Arrangement. No Consideration is, or will be, conditional on the directors, executive officers or employees of Reyna supporting the Arrangement.

All of the benefits received, or to be received, by directors, officers or employees of the Company as a result of the Arrangement are, and will be, solely in connection with their services as directors, officers or employees of the Company. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such person for the Shares held by such persons and no consideration is, or will be, conditional on the person supporting the Arrangement.

Change of Control Benefits

In connection with completion of the Arrangement, the following executive officers of Reyna will be entitled to the change of control payments indicated below pursuant to the terms of pre-existing agreements:

Jorge Monroy, the Chief Executive Officer and a director of Reyna, will be entitled to a lump sum payment of $626,000; and
Michael Wood, the Chief Financial Officer of Reyna, is entitled to a lump sum payment of $266,000.

See “The Arrangement – Principal Steps of the Arrangement, Securities Law Considerations – Collateral Benefit, Securities Law Considerations – Indemnification of Directors and Officers of the Company”.

THE ARRANGEMENT

The following is a summary only of the material terms of the Plan of Arrangement and certain related matters and is qualified in its entirety by the full text of the Plan of Arrangement, a copy of which is attached hereto as Appendix "B".

The Arrangement

The Plan of Arrangement provides for the acquisition of all the outstanding Shares by the Purchaser (other than the Shares held by the Purchaser). Under the Arrangement, each Shareholder (other than Dissenting Shareholders and the Purchaser) will receive $0.13 in cash (less any applicable withholding taxes) for each Share issued and outstanding immediately prior to the Effective Time.

Principal Steps of the Arrangement

Commencing at the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality of or by the Company, the Purchaser or any other person:

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(d) concurrently with the step described in (c) above: (i) each RSU Holder shall cease to be a holder of such RSUs; (ii) each such RSU Holder’s name shall be removed from the applicable register maintained by the Company; (iii) the Equity Incentive Plan and all RSU Agreements shall be terminated and shall be of no further force and effect; and (iv) each such RSU Holder shall thereafter have only the right to receive the consideration to which they were entitled to receive pursuant to (c) above;

(f) concurrently with the step described in (e) above: (i) each Warrantholder shall cease to be a holder of such Warrants; (ii) each such Warrantholder’s name shall be removed from the applicable register maintained by or on behalf of the Company; (iii) the certificate(s) representing the Warrants shall be cancelled and shall be of no further force and effect; and (iv) each such Warrantholder shall thereafter have only the right to receive the consideration to which they were entitled to receive pursuant to (e) above;

(g) each outstanding Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens), and:

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(i) such Dissenting Shareholder shall cease to have any rights as a Shareholder other than the right to be paid the fair value of its Shares by the Purchaser;

(ii) the name of such Dissenting Shareholder shall be removed from the register of holders of Common Shares maintained by or on behalf of the Company; and

(h) each outstanding Share (other than (i) Shares held by any Dissenting Shareholder who has validly exercised such holder's Dissent Rights and (ii) Shares owned, directly or indirectly, by the Purchaser) shall be transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration, and

(i) the holder of such Share shall cease to have any rights as a Shareholder other than the right to be paid the Consideration in accordance with this Plan of Arrangement;

(ii) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Company; and

The full particulars of the Arrangement are contained in the Plan of Arrangement, a copy of which is attached as Appendix "B" to this Circular.

Consideration

The all-cash Consideration provides Shareholders with immediate value and is of particular benefit given the limited trading volume, the financial challenges facing the Company and the lack of liquidity in the Shares. The Consideration represents a 52.94% premium to the closing price of the Shares on the TSXV on June 20, 2025, the last trading day immediately prior to the announcement of the Arrangement.

Source of Funds for the Arrangement

The Board has determined that the Purchaser has, and will have at the Effective Time, sufficient funds available to consummate the Arrangement. The Purchaser will pay the requisite purchase price in cash to acquire the Shares (other than the Shares held by the Purchaser) on closing to complete the Arrangement.

Effect of the Arrangement

Upon completion of the Arrangement, the Purchaser will have acquired all of the issued and outstanding Shares, and as a result, the Company will become a subsidiary of the Purchaser. Following closing of the Arrangement, the Purchaser and Reyna will take steps for Reyna to cease to be a reporting issuer and to have the Shares delisted from the TSXV (with delisting expected to be effective two or three Business Days following the Effective Date), the OTCQB and the FRA.

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Effect on Reyna if the Arrangement is not Completed

If the Arrangement is not approved at the Meeting or if the Arrangement is not completed for any other reason, Shareholders will not receive any consideration for their Shares in connection with the Arrangement. Instead, Reyna will not complete the delisting of its Shares, Reyna will remain a public company, would continue to carry on its business and operation in the normal and usual course and the Shares will continue to be listed and traded on the TSXV. There can be no assurance as to the effect of future risks and opportunities on the future trading price or value of the Shares. The Board would continue to evaluate and review, among other things, the performance of Reyna’s business and the capitalization of Reyna and would make such changes as are deemed appropriate. See “The Arrangement Agreement – Termination of the Arrangement Agreement”.

Procedure for the Arrangement to Become Effective

The Arrangement is proposed to be carried out pursuant to Part 9, Division 5 of the BCBCA. In order to become effective, the Arrangement Resolution must be approved by not less than: (i) 66⅔% of votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (ii) 66⅔% of votes cast by Securityholders present in person or represented by proxy and entitled to vote at the Meeting, voting together as members of a single class; and (iii) a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose votes attached to the Excluded Shares and any Shares beneficially owned, directly or indirectly by any other persons described in items (a) through (d) of Section 8.1(2) of MI 61-101.

A copy of the Arrangement Resolution is set out in Appendix “A” of this Circular.

Unless otherwise directed, it is management’s intention to vote FOR the Arrangement Resolution. If you do not specify how you want your Shares, Options, Warrants and/or RSUs voted, the persons named as proxyholders will cast the votes represented by your proxy at the Meeting FOR the Arrangement Resolution.

If the Arrangement Resolution is approved at the Meeting and the Final Order approving the Arrangement is issued by the Court and the applicable conditions to the completion of the Arrangement are satisfied or waived, the Arrangement will take effect commencing at the Effective Time (which will be at 12:00 a.m. (Vancouver time) on the Effective Date (which is expected to be in late August 2025)).

Court Approval

The Court may approve the Arrangement either as proposed or as amended or any manner the Court may direct, subject to compliance of such terms and conditions, if any, as the Court sees fit.

The Arrangement requires approval by the Court pursuant to Section 291 of the BCBCA. Prior to the mailing of this Circular, Reyna obtained the Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and other procedural matters. A copy of the Interim Order is attached hereto as Appendix “C”. Copies of the Notice of Hearing and Petition in respect of Reyna’s application for the Final Order are attached hereto as Appendix “D”.

If the Arrangement Resolution is approved at the Meeting, Reyna intends to apply to the Court for the Final Order. The hearing of Reyna’s application for the Final Order is expected to take place at the courthouse of the Court at 800 Smithe Street, Vancouver, British Columbia on or about August 15, 2025 at 9:45 a.m. (Vancouver time) or as soon thereafter as counsel may be heard. Please see the Notice of

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Hearing and Petition, attached as Appendix “D” to this Circular, with respect to the hearing of the application for the Final Order for further information on participating or presenting evidence at the hearing for the Final Order. At the hearing, the Court will consider, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement. Any Securityholder who wishes to participate, appear, to be represented, and to present evidence or arguments at the hearing must file and serve a Response to Petition and satisfy the other requirements of the Court, as directed in the Interim Order appended hereto as Appendix “C” and as the Court may direct in the future. Any Securityholder who wishes to appear or be represented and/or present evidence or arguments at the hearing must file and serve a Response to Petition no later than 4:00 p.m. (Vancouver time) on August 13, 2025, along with any other documents required, all as set out in the Interim Order and Notice of Petition and to satisfy any other requirements of the Court. Securityholders are advised to consult their legal advisors as to the necessary requirements.

In the event that the hearing is postponed, adjourned or rescheduled then, subject to further direction of the Court, only those Persons having previously served a Response to Petition in compliance with the Interim Order will be given notice of the new date. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

Regulatory Approvals

The Shares are currently listed for trading on the TSXV. Reyna is a reporting issuer in British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island and Saskatchewan. Reyna must obtain all necessary approvals of the TSXV to the Arrangement. Reyna has applied to the TSXV for conditional approval for the Arrangement and for the related transactions described in this Circular. Reyna cannot complete the Arrangement and such related transactions until the TSXV is in a position to provide its final approval.

Securityholders should be aware that Reyna cannot provide any assurances that such approvals will be obtained.

Effective Date of Arrangement

If (a) the Arrangement Resolution is approved at the Meeting by the requisite thresholds, (b) the Final Order is obtained approving the Arrangement, and (c) the required regulatory approvals to the Arrangement have been received by Reyna, the Arrangement will become effective on the Effective Date at the Effective Time.

Dissent Rights

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5:00 p.m. (Vancouver time) on August 7, 2025 (or by 5:00 p.m. on the second business day immediately preceding the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the requirements of Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order and any further Order of the Court, and failure to do so may result in the loss of such registered Shareholder’s Dissent Rights. Accordingly, each registered Shareholder who might desire to exercise Dissent Rights should carefully consider and comply with Sections 237 to 247 of the BCBCA, as may be modified by the Plan of Arrangement, the Interim Order and any further Order of the Court, and consult his, her or its independent legal advisor. See “Rights of Dissenting Shareholders”.

Optionholders, Warrantholders and RSU Holders are not entitled to exercise any dissent rights in respect of the Arrangement Resolution.

Exchange of Securities

Procedure for Exchange of Shares

Concurrent with the mailing of this Circular, Reyna’s registrar and transfer agent, TSX Trust, will also mail a Letter of Transmittal to registered Shareholders, which will be used by such registered Shareholders to receive the cheque or wire transfer representing the applicable consideration to which they are entitled under the Arrangement.

Until exchanged, each certificate and/or DRS Advice representing Shares will, after the Effective Time, represent only the right to receive, upon surrender, the consideration to which it is entitled under the Arrangement. The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. Registered Shareholders can obtain additional copies of the Letter of Transmittal by contacting the Depositary at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 or by phone, toll-free in North America at 1-866-600-5869, or by e-mail at [email protected]. The Letter of Transmittal is also available on the Company’s SEDAR+ profile at www.sedarplus.ca.

The exchange of Shares for the applicable consideration under the Arrangement in respect of non-registered Shareholders will be made with the non-registered Shareholders’ nominee (bank, trust corporation, securities broker or other nominee) account through the procedures in place for such purposes between CDS and such nominee. Non-registered Shareholders should contact their nominee if they have any questions regarding this process and to arrange for their nominee to complete the necessary steps to ensure that they receive the applicable consideration payable and issuable to them under the Arrangement.

Former registered Shareholders must deliver to the Depositary under the Arrangement: (a) if applicable, the certificate(s) representing their Shares; (b) a duly completed Letter of Transmittal; and (c) such other documents as TSX Trust may require, in order to receive the applicable consideration to which they are entitled pursuant to the Arrangement. The Purchaser maintains full discretion to determine whether any type of deposit is complete and proper and has the absolute right to determine whether to accept or reject any category of deposit not in proper form. The granting of a waiver to one or more Shareholders does not constitute a waiver for any other Shareholder(s). The Purchaser also reserves the right to demand strict compliance with the terms of the Letter of Transmittal and the Arrangement. The method used to deliver the Letter of Transmittal and any accompanying DRS Advice and/or share certificate(s) representing Shares is at the option and risk of the holder surrendering them, and delivery will be deemed effective only when such documents are actually received by the Depositary. Reyna recommends that

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such certificates and documents be delivered by courier to the Depositary and a receipt therefor be obtained or that registered mail be used and appropriate insurance be obtained.

A cheque or wire transfer representing the consideration to which it is entitled under the Arrangement, in each case to which a former registered Shareholder is entitled as a result of the Arrangement will be registered and delivered (as applicable) in accordance with the Letter of Transmittal as soon as practicable following the Effective Date and after receipt by the Depositary of all of the required documents.

Procedure for Exchange of Convertible Securities

Holders of Options and Warrants that are in-the-money and holders of RSUs are not required to take any action and the consideration to which such holders are entitled to receive will be delivered to such holders through the procedures in place for such purposes.

Treatment of Dividends

Pursuant to the Arrangement, no holder of Shares, Options, Warrants or RSUs shall be entitled (following the Effective Date) to receive any consideration with respect to such securities other than the cash payment, if any, representing the consideration to which such holder is entitled under the Arrangement. For greater certainty, no such holder is entitled to receive any interest, dividends, premium or other payment in connection therewith, other than, in respect of Shares, any declared but unpaid dividends with a record date prior to the Effective Date. No dividend or other distribution declared or made after the Effective Time with respect to any Shares with a record date on or after the Effective Date shall be delivered to the holder of any certificate which, immediately prior to the Effective Date, represented outstanding Shares that were transferred pursuant to the Plan of Arrangement but which has not yet been surrendered to the Depositary.

DRS Advices

Where Shares are evidenced only by a DRS Advice, there is no requirement to first obtain a certificate for those Shares or deposit with the Depositary any Share certificate evidencing Shares. Only a properly completed and duly executed Letter of Transmittal is required to be delivered to the Depositary in order to surrender those Shares under the Arrangement. The Purchaser maintains full discretion to determine whether any type of deposit is complete and proper and has the absolute right to determine whether to accept or reject any category of deposit not in proper form.

Extinction of Rights

Any certificate or DRS Advice that immediately prior to the Effective Time represented Shares (other than Shares held by the Purchaser) shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate or DRS Advice, less any amounts withheld pursuant to the Plan of Arrangement. Any such certificate or DRS Advice formerly representing Shares not duly surrendered on or before the sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all certificates and DRS Advices formerly representing Shares shall be deemed to have been surrendered to the Company, and all cash to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser or the Company, as applicable, for no consideration and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

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Lost or Stolen Certificates

If any certificate which, immediately prior to the Effective Time, represented one or more outstanding Shares that were transferred pursuant to the Plan of Arrangement, has been lost, stolen or destroyed, the registered holder of that certificate should immediately contact TSX Trust Company at (416)-342-1091 or toll-free at 1 (866) 600-5869. The registered holder will be required to complete and submit certain documentation, including a bond and/or indemnity, before such registered holder can receive any cash compensation for its Shares. The Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, destruction or theft, to the Depositary. If a DRS Advice representing Shares has been lost, stolen or destroyed, the holder can request a copy of the DRS Advice by contacting TSX Trust Company at (416)-342-1091 or toll-free at 1 (866) 600-5869, with no bond indemnity required and such copy of the DRS Advice should be deposited with the Letter of Transmittal.

THE ARRANGEMENT AGREEMENT

The Arrangement will be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. The following is a summary only of the principal terms of the Arrangement Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement (which has been filed by the Company under its profile on SEDAR+ at www.sedarplus.ca) and to the Plan of Arrangement (attached to this Circular as Appendix "B"). Securityholders are encouraged to read the Arrangement Agreement and the Plan of Arrangement carefully and in their entirety, as the following summary may not contain all of the information about the Arrangement Agreement that is important to Securityholders.

The Arrangement Agreement (and not the following summary or any other information contained in this Circular) establishes and governs the legal relationship between the Company and the Purchaser with respect to the transactions described in this Circular. It is not intended to be a source of factual, business, or operational information about the Company or the Purchaser.

In reviewing the Arrangement Agreement and this summary, please note that this summary has been included to provide Securityholders with information regarding the terms of the Arrangement Agreement and is not intended to provide any other factual information about Reyna, the Purchaser or any of their subsidiaries or affiliates. The Arrangement Agreement contains representations and warranties and covenants by each of the Parties, which are summarized below. These representations and warranties have been made solely for the benefit of the other Party and: (i) were not intended as statements of fact, but rather as a way of allocating the risk to one of the Parties if those statements prove to be inaccurate; (ii) have been qualified by certain confidential disclosures that were made by one Party to the other Party in connection with the negotiation of the Arrangement Agreement, which disclosures are not reflected in the Arrangement Agreement; and (iii) may apply standards of materiality in a way that is different from what may be viewed as material by Securityholders or other investors or are qualified by reference to a Material Adverse Effect and in the case of Reyna, also by the Disclosure Letter.

Moreover, information concerning the subject matter of the representations and warranties in the Arrangement Agreement and described below may have changed since June 22, 2025, and subsequent developments or new information qualifying a representation or warranty may have been included in this Circular. Accordingly, the representations and warranties and other provisions of the Arrangement Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this Circular.

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Conditions to the Arrangement Becoming Effective

Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of the Parties:

(a) the Arrangement Resolution will have been approved by the Securityholders at the Meeting in accordance with the Interim Order and applicable Laws;

(b) each of the Interim Order and Final Order will have been obtained in form and substance satisfactory to each of the Company and the Purchaser, each acting reasonably, and will not have been set aside or modified in any manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise;

(d) no Law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and no Proceeding will otherwise have been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement;

(e) the Concurrent Financing will have been completed;

(f) there shall not be pending or threatened in writing any Proceeding by any Governmental Authority or any other person that is reasonably likely to result in any:

(i) prohibition or restriction on the acquisition by the Purchaser or any of its subsidiaries of any Shares or the completion of the Arrangement or any person obtaining from any of the Parties any material damages directly in connection with the Arrangement;

(ii) prohibition or material limit on the ownership by the Purchaser (or any of its Subsidiaries) of the Company, any of its subsidiaries or any material portion of its or their respective assets or businesses; or

(iii) imposition of limitations on the ability of the Purchaser or any of its subsidiaries to acquire or hold, or exercise full rights of ownership of, any Shares, including the right to vote such Shares; and

(g) the Arrangement Agreement shall not have been terminated in accordance with its terms.

Additional Conditions Precedent to the Obligations of the Purchaser

The obligation of the Purchaser to complete the Arrangement is subject to the satisfaction of certain additional conditions on or before the Effective Date which are for the exclusive benefit of the Purchaser, including, among other things:

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(a) the compliance by the Company in all material respects with its obligations, covenants and agreements in the Arrangement Agreement to be performed and complied with on or before the Effective Date;

(b) certain representations and warranties of the Company in the Arrangement Agreement being true and correct in all respects as of the date of the Arrangement Agreement and the Effective Date;

(d) Shareholders will not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than Shareholders representing not more than 5% of the Common Shares then outstanding); and

(e) the Purchaser having received a favourable title opinion in form satisfactory to the Purchaser, in its sole discretion, dated as of a date that is within three (3) Business Days of the Effective Date in respect of each of: (i) the Gryphon Summit Property (including Mineral Hill and Union Hill); (ii) the Medicine Springs Property; (iii) the Batopilas Property; and (iv) the Guigui Property.

Additional Conditions Precedent to the Obligations of the Company

The obligation of the Company to complete the Arrangement is subject to the satisfaction of certain additional conditions on or before the Effective Date which are for the exclusive benefit of the Company, including, among other things:

(a) the compliance by the Purchaser in all material respects with its obligations, covenants and agreements in the Arrangement Agreement to be performed and complied with on or before the Effective Date;

(b) certain representations and warranties of the Purchaser in the Arrangement Agreement being true and correct in all respects as of the date of the Arrangement Agreement and the Effective Date; and

(c) subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained in the Arrangement Agreement in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser shall have deposited, or caused to be deposited, with the Depositary in escrow in accordance with Section 2.9 of the Arrangement Agreement the funds required to effect payment in full of the aggregate Consideration to be paid pursuant to the Arrangement and the Depositary shall have confirmed receipt of the Consideration.

Representations and Warranties

The Arrangement Agreement contains customary representations and warranties made by each of the Company and the Purchaser. The assertions embodied in those representations and warranties are solely for the purposes of the Arrangement Agreement. Certain representations and warranties may not be accurate or complete as of any specified date because they are qualified by certain disclosure provided by the Company to the Purchaser or are subject to a standard of materiality or Ordinary Course conduct or are qualified by a reference to Material Adverse Effect. Therefore, Securityholders should not rely on the representations and warranties as statements of factual information.

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The Arrangement Agreement contains customary representations and warranties of the Company relating to, among other things, organization and corporate capacity, corporate authorization, required approvals, no violation, capitalization, subsidiaries, shareholder and similar agreements, reporting issuer status and securities law matters, financial statements, undisclosed liabilities, working capital, auditors, absence of certain changes, long term and derivative transactions, compliance with laws, permits, litigation, restrictions on conduct of business, insolvency, operational matters, interest in properties, technical report, taxes, contracts, employment matters, health and safety, environment, insurance, books and records, non-arm’s length transactions, financial advisors or brokers, fairness opinions, special committee and board approval and collateral benefits.

In addition, the Arrangement Agreement also contains customary representations and warranties of the Purchaser relating to, among other things, organization and corporate capacity, corporate authorization, required approvals, no violation, sufficient funds, security ownership and securityholder arrangements, compliance with laws and litigation.

Covenants

The Arrangement Agreement also contains customary negative and affirmative covenants of the Company and of the Purchaser.

Conduct of Business of the Company

The Company covenants and agrees that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, the Company, among other things shall, and shall cause each of its Subsidiaries to (i) conduct its business only in the ordinary course of business, (ii) comply in all material respects with the terms of all Material Contracts, and (iii) use commercially reasonable efforts to maintain and preserve intact its business organizations, assets, properties, rights, goodwill and business relationships consistent with past practice and keep available the services of the Company employees and Company contractors. Without limiting the generality of the foregoing, the Company covenants and agrees that it will not, and will not permit any of its Subsidiaries to, directly or indirectly:

(a) alter or amend the articles, charter, by-laws or other constating documents of the Company or any of its Subsidiaries;

(b) declare, set aside or pay any dividend on or make any distribution or payment or return of capital in respect of any equity securities of the Company or any of its Subsidiaries;

(c) reduce the stated capital or split, divide, consolidate, combine, reclassify, or undertake any capital reorganization of the Common Shares or any other securities of the Company or any of its Subsidiaries;

(d) issue, grant, sell or pledge or authorize or agree to issue, grant, sell or pledge any Common Shares, Options, RSUs, Warrants or other securities of the Company or its Subsidiaries, or other securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, Common Shares or other securities of the Company or its Subsidiaries, other than the issuance of Common Shares issuable pursuant to: (A) the terms of Options, RSUs and Warrants outstanding on the date hereof; or (B) the terms of existing Material Contracts;

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(e) sell, pledge, lease, dispose of, mortgage, licence or encumber or agree to sell, pledge, lease, dispose of, mortgage, licence or encumber or otherwise transfer any of the Properties;

(f) redeem, purchase or otherwise acquire or subject to any Lien, any of its outstanding Common Shares or other securities of the Company or its Subsidiaries or securities convertible into or exchangeable or exercisable for Common Shares or any such other securities of the Company or its Subsidiaries;

(g) amend the terms of any securities of the Company or its Subsidiaries;

(h) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of its Subsidiaries;

(i) reorganize, amalgamate or merge with any other person;

(j) create any subsidiary or enter into any Contracts or other arrangements regarding the control or management of the operations of the Company or any of its Subsidiaries, or the appointment of governing bodies or enter into any Joint Ventures;

(k) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts, off-take, royalty or similar financial instruments including any streaming transactions;

(l) make any changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any new accounting policies, principles, methods, practices or procedures), except as disclosed in the Public Disclosure Record, as required by applicable Laws or under IFRS;

(m) take, or fail to take, any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, delay or impede the ability of the Company to consummate the Arrangement; or

(n) enter into, modify or terminate any Contract with respect to any of the foregoing.

The Company covenants and agrees that it will not, and will not permit any of its Subsidiaries to, directly or indirectly, except in connection with the Arrangement Agreement:

(a) sell, pledge, lease, licence, dispose of or encumber any assets or properties of the Company or its Subsidiaries or interests in any assets or properties of the Company or its Subsidiaries;

(b) acquire or agree to acquire (by merger, amalgamation, consolidation, arrangement or acquisition of shares or other equity securities or interests or assets or otherwise) any corporation, partnership, association or other business organization or division thereof or any property or asset, or make any investment by the purchase of securities, contribution of capital, property transfer, or purchase of any property or assets of any other person;

(c) incur any expenses or incur, create or assume or otherwise become liable for any indebtedness (including the making of any payments in respect thereof, including any premiums or penalties thereon or fees in respect thereof) or issue any debt securities, or assume, guarantee, endorse or

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otherwise as an accommodation become responsible for the obligations of any other person, or make any loans or advances;

(d) pay, discharge, waive, compromise, assign, release or satisfy any claim, liability or obligation prior to the same being due, other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Interim Financial Statements, or voluntarily waive, release, assign, settle or compromise any Proceeding;

(e) engage in any new business, enterprise or other activity that is inconsistent with the existing business of the Company and its Subsidiaries in the manner such existing business generally has been carried on or (as disclosed in the Public Disclosure Record) planned or proposed to be carried on prior to the date of the Arrangement Agreement;

(f) in respect of any property and assets reflected in the balance sheet forming part of the Public Disclosure Record, expend or commit to expend any amounts with respect to expenses for such property and assets; or

(g) authorize any of the foregoing, or enter into or modify any Contract to do any of the foregoing.

The Company covenants and agrees that it will not, and will not permit any of its Subsidiaries to, directly or indirectly, except in the ordinary course of business:

(a) terminate, fail to renew, cancel, waive, release, grant or transfer any rights of material value;

(b) incur any business expenses other than in accordance with the Prescribed Use of Proceeds or as provided for in the Disclosure Letter;

(c) except in connection with matters otherwise permitted under Section 4.1 of the Arrangement Agreement enter into any Contract which would be a Material Contract if in existence on the date hereof, or terminate, cancel, extend, renew or amend, modify or change any Material Contract;

(d) enter into any lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee), or modify, amend, terminate or exercise any right to renew any lease or sublease of real property or acquire any interest in real property;

(e) waive, release, grant, transfer, exercise, or modify or amend, any existing contractual rights in respect of any of the Properties; or

(f) enter into any Contract containing any provision restricting or triggered by the transactions contemplated in the Arrangement Agreement.

In addition to the foregoing, the Arrangement Agreement contains certain negative and affirmative covenants of the Company with respect to, among other things, employment matters, insurance, Permits, tax and litigation.

Covenants of the Company Regarding the Arrangement and Other Matters

The Company will, and will cause its Subsidiaries to, perform all obligations required to be performed by the Company or its Subsidiaries under the Arrangement Agreement, cooperate with the Purchaser in

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connection therewith, and shall use its commercially reasonable efforts do such other acts and things as may be necessary or desirable in order to complete the Arrangement and the transactions contemplated by the Arrangement Agreement, including:

(a) using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Company or its Subsidiaries from other parties to any Material Contracts in order to complete the Arrangement;

(b) defending all lawsuits or other legal, regulatory or other Proceedings against the Company challenging or affecting the Arrangement Agreement or the completion of the Arrangement; and

(c) cooperating with, and providing commercially reasonable assistance to the Purchaser in connection with the preparation and filing, on the Effective Date, of an election pursuant to subparagraph (c)(i) of the definition of "public corporation" contained in subsection 89(1) of the Tax Act such that the Company ceases to be a "public corporation" for the purposes of the Tax Act.

Covenants of the Purchaser Relating to the Arrangement

The Purchaser will perform all obligations required to be performed by it under the Arrangement Agreement, cooperate with the Company in connection therewith, and use commercially reasonable efforts to do all such other acts and things as may be necessary or desirable in order to complete the Arrangement and other transactions contemplated by the Arrangement Agreement, including:

(a) cooperating with the Company in connection with, and using its commercially reasonable efforts to assist the Company in obtaining the waivers, consents and approvals referred to in Section 4.4(1)(a) of the Arrangement Agreement, provided, however, that, notwithstanding anything to the contrary in the Arrangement Agreement, in connection with obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by the Arrangement Agreement, the Purchaser will not be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation;

(b) using its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Authorities from the Purchaser relating to the Arrangement required to be completed prior to the Effective Time;

(c) using its commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other Proceedings against or relating to the Purchaser challenging or affecting the Arrangement Agreement or the completion of the Arrangement;

(d) forthwith carrying out the terms of the Interim Order and Final Order to the extent applicable to it and taking all necessary actions to give effect to the transactions contemplated in the Arrangement Agreement and the Plan of Arrangement; and

(e) subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement and applicable Laws, complying with its obligations in Section 2.9 of the Arrangement Agreement in respect of paying the aggregate Consideration to be paid pursuant to the Arrangement.

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Additional Covenants Regarding Non-Solicitation

Except as expressly provided in Article 5 of the Arrangement Agreement, the Company shall not, directly or indirectly, through any of its Representatives or otherwise, and shall not permit any such person to:

(a) solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) enter into or otherwise engage or participate in any discussions or negotiations with any person regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, the Board Recommendation;

(d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five (5) Business Days following such public announcement or public disclosure will not be considered to be in violation of Section 5.1 of the Arrangement Agreement (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Meeting)); or

(e) accept or enter into (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) or publicly propose to accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal.

The Company shall, and shall cause its Representatives to, immediately cease and terminate any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of the Arrangement Agreement with any person (other than the Purchaser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company will:

(a) immediately discontinue access to and disclosure of all information regarding the Company, including any data room and any confidential information, properties, facilities, books and records of the Company; and

(b) to the extent that such information has not previously been returned, within three (3) Business Days from the date hereof request, and exercise all rights it has to require, (i) the return or destruction of all copies of any confidential information regarding the Company and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company, in each case, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

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The Company represents and warrants that neither the Company nor any of its Representatives has waived any confidentiality, standstill or similar agreement or restriction in effect as of the date of the Arrangement Agreement to which the Company is a Party, and further covenants and agrees (i) that the Company shall take all necessary action to enforce each confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement or covenant to which the Company is a party, and (ii) not release any person from, or waive, amend, suspend or otherwise modify such person’s obligations respecting the Company under any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement or covenant to which the Company is a party, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser’s sole and absolute discretion) (it being acknowledged by the Purchaser that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing the Arrangement Agreement shall not be a violation of Section 5.1(3) of the Arrangement Agreement).

Acquisition Proposals

If the Company or any of its Representatives receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company, the Company shall promptly notify the Purchaser, at first orally, and then as soon as practicable and in any event within twenty-four (24) hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all documents, material or correspondence or other material received in respect of, from or on behalf of any such persons and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request.

The Company shall keep the Purchaser fully informed on a current basis of the status of developments and, to the extent permitted by Section 5.3 of the Arrangement Agreement, negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all material or correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the terms of such correspondence communicated to the Company by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Notwithstanding Section 5.1 of the Arrangement Agreement or any other term of the Arrangement Agreement, if at any time prior to obtaining the Required Securityholder Approval, the Company receives an unsolicited written Acquisition Proposal, the Company may (i) contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (ii) engage in or participate in discussions or negotiations with such person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company if and only if, in the case of this clause (ii):

(a) the Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected

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to constitute or lead to a Superior Proposal, and, after consultation with its outside counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties;

(b) such person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Company;

(c) the Company has been, and continues to be, in compliance with its obligations under Article 5 of the Arrangement Agreement;

(d) prior to providing any such copies, access, or disclosure, the Company enters into an Acceptable Confidentiality Agreement with such person, and any such copies, access or disclosure provided to such person shall have already been (or simultaneously be) provided to the Purchaser; and

(e) the Company promptly provides the Purchaser with:

(i) two (2) Business Days prior written notice stating the Company's intention to participate in such discussions or negotiations and to provide such copies, access or disclosure and that the Board has determined, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties;

(ii) prior to providing any such copies, access or disclosure, the Company provides the Purchaser with a true, complete and final executed copy of the Acceptable Confidentiality Agreement referred to in Section 5.3(1)(d) of the Arrangement Agreement; and

(iii) any non-public information concerning the Company provided to such other person which was not previously provided to the Purchaser.

Right to Match

If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Securityholders, the Board may, subject to compliance with Article 6 and Section 5.6 of the Arrangement Agreement, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(a) the person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Company;

(b) the Company has been, and continues to be, in compliance with its obligations under Article 5 of the Arrangement Agreement;

(c) the Company has delivered to the Purchaser a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into such definitive agreement with respect to such Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the "Superior Proposal Notice");

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(d) the Company has provided the Purchaser a copy of the proposed definitive agreement for the Superior Proposal and all supporting materials, including any financing documents supplied to the Company in connection therewith;

(e) at least five (5) Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials set forth in (d) above;

(f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2) of the Arrangement Agreement, to offer to amend the Arrangement Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(g) after the Matching Period, the Board (i) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2) of the Arrangement Agreement) and (ii) has determined in good faith, after consultation with its outside legal counsel, that the failure by the Board to recommend that the Company enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and

(h) prior to or concurrently with entering into such definitive agreement the Company terminates the Arrangement Agreement pursuant to Section 6.2(1)(c)(ii) of the Arrangement Agreement and pays the Termination Fee pursuant to Section 5.6 of the Arrangement Agreement.

During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the Board shall review any offer made by the Purchaser under Section 5.4(1)(f) of the Arrangement Agreement to amend the terms of the Arrangement Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would enable the Purchaser to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser and the Company, and the Purchaser shall amend the Arrangement Agreement to reflect such offer made by the Purchaser and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of Section 5.4 of the Arrangement Agreement, and the Purchaser shall be afforded a new five (5) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials set forth in Section 5.4(1)(d) of the Arrangement Agreement with respect to the new Superior Proposal from the Company.

The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which the Board has determined not to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of the Arrangement

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Agreement as contemplated under Section 5.4(2) of the Arrangement Agreement would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel.

If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than ten (10) Business Days before the Meeting, the Company shall either proceed with or postpone the Meeting, as directed by the Purchaser acting reasonably, to a date that is not more than ten (10) Business Days after the scheduled date of the Meeting, but in any event to a date that is not less than five (5) Business Days prior to the Outside Date.

Nothing contained in the Arrangement Agreement shall prevent the Board from complying with Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal that it determines is not a Superior Proposal, provided that the Purchaser and its legal counsel shall be provided with a reasonable opportunity to review the form and content of such circular or other disclosure and shall make all reasonable amendments as requested by the Purchaser and its counsel

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated prior to the Effective Time by:

(1) the mutual written agreement of the Parties; or
(2) either the Company or the Purchaser if:

(a) the Required Securityholder Approval is not obtained at the Meeting in accordance with the Interim Order provided that a Party may not terminate the Arrangement Agreement pursuant to Section 6.2(1)(b)(i) of the Arrangement Agreement if the failure to obtain the approval of the Securityholders has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;
(b) after the date of the Arrangement Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate the Arrangement Agreement pursuant to Section 6.2(1)(b)(ii) of the Arrangement Agreement has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or
(c) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Arrangement Agreement pursuant to Section 6.2(1)(b)(iii) of the Arrangement Agreement if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;

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(3) the Company if:

(a) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under the Arrangement Agreement occurs that would cause any condition in Section 7.1 or Section 7.2 of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 6.4 of the Arrangement Agreement; provided that any wilful breach shall be deemed to be incurable and the Company is not then in breach of the Arrangement Agreement so as to cause any condition in Section 7.1 or Section 7.3 of the Arrangement Agreement not to be satisfied; or

(b) prior to the approval by the Securityholders of the Arrangement Resolution, the Board authorizes the Company to enter into a written agreement (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) with respect to a Superior Proposal in accordance with Section 5.4 of the Arrangement Agreement, provided the Company is then in compliance with Article 5 of the Arrangement Agreement and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 5.6 of the Arrangement Agreement;

(4) the Purchaser if:

(a) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under the Arrangement Agreement occurs that would cause any condition in Section 7.1 and Section 7.3 of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 6.4 of the Arrangement Agreement; provided that any wilful breach shall be deemed to be incurable and the Purchaser is not then in breach of the Arrangement Agreement so as to cause any condition in Section 7.1 and Section 7.2 of the Arrangement Agreement not to be satisfied;

(b) (A) the Board or any committee of the Board fails to unanimously recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, the Board Recommendation, (B) the Board or any committee of the Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five (5) Business Days (or beyond the third Business Day prior to the date of the Meeting, if sooner), (C) the Board or any committee of the Board accepts or enters into (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) or publicly proposes to accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal, (D) the Board or any committee of the Board fails to publicly recommend or reaffirm the Board Recommendation within five (5) Business Days after having been requested in writing by the Purchaser to do so (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, prior to

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the Business Day prior to the date of the Meeting), or (E) the Company breaches Section 5.1 in any material respect; or

The Party desiring to terminate the Arrangement Agreement pursuant to Section 6.2 of the Arrangement Agreement (other than pursuant to Section 6.2(1)(a) of the Arrangement Agreement) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for the Party's exercise of its termination right.

Termination Fees and Expenses

Termination Fees

For the purposes of the Arrangement Agreement, “Termination Fee” means $1,400,000 and “Termination Fee Event” means the termination of the Arrangement Agreement:

(a) by the Purchaser, pursuant to Section 6.2(1)(d)(ii) of the Arrangement Agreement [Change in Recommendation];

(b) by the Company, pursuant to Section 6.2(1)(c)(ii) of the Arrangement Agreement [to enter into a Superior Proposal];

(c) by the Company pursuant to any subsection of Section 6.2(1) of the Arrangement Agreement if at such time, the Purchaser is entitled to terminate the Arrangement Agreement pursuant to Section 6.2(1)(d)(ii) of the Arrangement Agreement [Change in Recommendation]; or

(d) by the Company or the Purchaser pursuant to Section 6.2(1)(b)(i) of the Arrangement Agreement [No Required Securityholder Approval] or Section 6.2(1)(b)(iii) of the Arrangement Agreement [Outside Date], or by the Purchaser pursuant to Section 6.2(1)(d)(i) of the Arrangement Agreement [Breach of Company Representation, Warranty or Covenant], if:

(i) prior to such termination, an Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any person (other than the Purchaser) or any person (other than the Purchaser) shall have publicly announced an intention to make an Acquisition Proposal; and

(ii) within twelve (12) months following the date of such termination (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated or effected, or (B) the Company, directly or indirectly, in one or more transactions, enters into a contract, other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement, in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated or effected (whether or not such Acquisition Proposal is later consummated or effected within twelve (12) months after such termination).

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For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term, except that references to “20% or more” shall be deemed to be references to “50% or more”.

If a Termination Fee Event occurs due to a termination of the Arrangement Agreement by the Company pursuant to Section 6.2(1)(c)(ii) of the Arrangement Agreement [to enter into a Superior Proposal], the Termination Fee shall be paid prior to or simultaneously with the occurrence of such Termination Fee Event. If a Termination Fee Event occurs in the circumstances set out in Section 5.6(2)(a) or Section 5.6(2)(c) of the Arrangement Agreement, the Termination Fee shall be paid within two (2) Business Days following such Termination Fee Event. If a Termination Fee Event occurs in the circumstances set out in Section 5.6(2)(d) of the Arrangement Agreement, the Termination Fee shall be paid on or prior to the consummation/closing of the Acquisition Proposal referred to therein. Any Termination Fee shall be paid by the Company to the Purchaser, by wire transfer in immediately available funds to an account designated by the Purchaser.

Expenses

Except as expressly otherwise provided in the Arrangement Agreement, all out-of-pocket third party transaction expenses incurred in connection with the Arrangement Agreement and the Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of the Company incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

If the Arrangement Agreement is terminated by the Purchaser pursuant to Section 6.2(1)(d)(i) of the Arrangement Agreement [Breach of Company Representation, Warranty or Covenant] or either the Purchaser or the Company pursuant to Section 6.2(1)(b)(i) of the Arrangement Agreement [No Required Securityholder Approval], then the Company shall within two (2) Business Days of such termination, pay or cause to be paid to the Purchaser, by wire transfer of immediately available funds to an account designated by the Purchaser, up to $450,000, not later than the Business Day after the date of such termination. In no event shall the Company be required to pay under Section 5.6 of the Arrangement Agreement, on the one hand, and Section 5.7(2) of the Arrangement Agreement, on the other hand, in the aggregate, an amount in excess of the Termination Fee.

The Company estimates that expenses in the aggregate amount of approximately $300,000 will be incurred by the Company in connection with the Arrangement, including legal, financial advisory, accounting, filing and printing costs, the costs of preparing and mailing this Circular and the fees in respect of the Fairness Opinion.

Insurance and Indemnification

The Parties agree that all rights to indemnification existing in favour of the present and former directors and officers of the Company and its Subsidiaries (each such present or former director or officer of the Company and its Subsidiaries being herein referred to as a “D&O Indemnified Party” and such persons collectively being referred to as the “D&O Indemnified Parties”) as provided by contracts or agreements to which the Company is a party and in effect as of the date of the Arrangement Agreement, which are listed in the Company Disclosure Letter and copies of which have been provided to the Purchaser, and, as of the Effective Time, will survive and will continue in full force and effect and without modification, and the Company and any successor to the Company shall continue to honour such rights of indemnification and indemnify the D&O Indemnified Parties pursuant thereto, with respect to actions or omissions of the

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D&O Indemnified Parties occurring prior to the Effective Time, for six (6) years following the Effective Date.

Prior to the Effective Time, notwithstanding any other provision in the Arrangement Agreement, the Company may purchase prepaid non-cancellable run-off directors' and officers' liability insurance, at a cost not exceeding 250% of the current annual aggregate premium for directors' and officers' liability policies currently maintained by the Company and its Subsidiaries, providing coverage for a period of six (6) years from the Effective Date with respect to claims arising from or related to facts or events which occur on or prior to the Effective Date.

Closing

The completion of the Arrangement shall occur on the third (3rd) Business Day after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions precedent to the Arrangement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties, the Arrangement shall become effective at the Effective Time on the Effective Date.

Amendments

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be amended by mutual written agreement of Reyna and the Purchaser, without, subject to applicable Laws, further notice to or authorization on the part of any of the Securityholders and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) waive any inaccuracies or modify any representation, term or provision contained in the Arrangement Agreement or in any document delivered pursuant to the Arrangement Agreement;
(c) waive compliance with or modify any of the covenants contained in the Arrangement Agreement and waive or modify performance of any of the obligations of the Parties; or
(d) waive compliance with or modify any of the conditions precedent contained in the Arrangement Agreement or any of the covenants contained in the Arrangement Agreement or waiver or modify performance obligations of Reyna or the Purchaser,

provided, however, that no such amendment or waiver may reduce or materially adversely affect the Consideration to be received by Shareholders under the Arrangement without their approval at the Meeting or, following the Meeting, without their approval given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

Governing Law

The Arrangement Agreement will be governed by, interpreted and enforced in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein. Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of British Columbia in respect of all

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matters arising under and in relation to the Arrangement Agreement or the Arrangement and waives, to the fullest extent possible, the defence of an inconvenient forum or any similar defence to the maintenance of proceedings in such courts.

RISK FACTORS

The following risk factors related to the Arrangement should be considered by Securityholders. These risk factors should be considered in conjunction with the other information contained in or incorporated by reference into this Circular. The following risk factors are not a definitive list of all risk factors associated with the Arrangement. Additional risks and uncertainties, including those currently unknown or considered immaterial by Reyna, may also adversely affect the trading price of the Shares and/or the businesses of Reyna.

Risks Relating to the Arrangement

If Reyna is unable to complete the Arrangement or if completion of the Arrangement is delayed, there could be a material and adverse effect on Reyna’s business, financial condition, operating results and/or the price of Shares.

If, for any reason, the Arrangement is not completed or its completion is materially delayed and/or the Arrangement Agreement is terminated, the market price of Shares may be materially adversely affected and decline to the extent that the current market price of the Shares reflects a market assumption that the Arrangement will be completed. Depending on the reasons for terminating the Arrangement, Reyna’s business, financial condition or results of operations could also be subject to various material adverse consequences.

The Required Securityholder Approval may not be obtained.

There can be no certainty, nor can Reyna provide any assurance, that the Required Securityholder Approval of the Arrangement Resolution will be obtained. The Arrangement is subject to, among other approvals, the approval by not less than: (i) 66⅔% of votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (ii) 66⅔% of votes cast by Securityholders present in person or represented by proxy and entitled to vote at the Meeting, voting together as members of a single class; and (iii) a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose votes attached to the Excluded Shares and any Shares beneficially owned, directly or indirectly by any other persons described in items (a) through (d) of Section 8.1(2) of MI 61-101. If such approval is not obtained and the Arrangement is not completed, it could have a material adverse effect on the business, operating results or prospects of Reyna.

The regulatory consents and approvals required for the Arrangement may not be obtained or, if obtained, may not be obtained on a favourable basis or in a timely manner.

To complete the Arrangement, Reyna must make certain filings with and obtain certain regulatory consents and approvals from the TSXV. The required regulatory consents and approvals have not been obtained yet. The regulatory approval processes may take a lengthy period of time to complete, which could delay completion of the Arrangement. If obtained, the required regulatory consents and approvals may be conditioned, with the conditions imposed not being acceptable to Reyna or, if acceptable, not being on terms that are favourable to Reyna. There can be no assurance as to the outcome of the

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regulatory approval processes, including the conditions that may be required for approval or whether the required regulatory consents and approvals will be obtained. If not obtained, or if obtained on terms that are not satisfactory to Reyna, the Arrangement may not be completed.

The completion of the Arrangement is uncertain, and Reyna will incur costs even if the Arrangement is not completed.

If the Arrangement is not completed for any reason, there are risks that the announcement of the Arrangement and the dedication of Reyna’s resources to the completion thereof could have a negative impact on Reyna’s relationships with its stakeholders and could have a material adverse effect on the current and future operations, financial condition and prospects of Reyna. In addition, certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by Reyna even if the Arrangement is not completed.

There may not be another attractive take-over, merger or business combination.

If the Arrangement is not completed, there can be no assurance of being able to find a third-party or third-parties willing to take Reyna private at an equivalent or more attractive price than the price to be paid by Reyna under the Arrangement.

The Arrangement may divert the attention of Reyna’s Management.

The Arrangement could cause the attention of Reyna’s management to be diverted from the day-to-day operations of Reyna. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of Reyna.

Reyna directors and executive officers may have interests in the Arrangement that are different from those of Securityholders.

In considering the recommendation of the Board to vote in favour of the Arrangement Resolution, Securityholders should be aware that certain members of the Board and management team have agreements or arrangements that provide them with interests in the Arrangement that differ from, or are in addition to, those of Securityholders generally. See “Background to the Arrangement – Interests of Certain Persons in the Arrangement”.

The possibility for Reyna to become the target of securities class actions, oppression claims and derivative lawsuits which could result in costs and may delay or prevent the Arrangement from being completed.

Securities class action lawsuits, oppression and derivative lawsuits may be brought against companies that have entered into an agreement to acquire a public company or to be acquired. Shareholders and third parties may also attempt to bring claims against Reyna seeking to restrain the Arrangement or seeking monetary compensation or other remedies. Even when the lawsuits are without merit, defending against these claims can result in costs and divert management time and resources. Additionally, if an injunction prohibiting consumption of the Arrangement is obtained by a third party, such injunction may delay or prevent the Arrangement from being completed.

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Rights of former minority Shareholders after the Arrangement

Following the completion of the Arrangement, former minority Shareholders will no longer have an interest in Reyna, its assets, revenues or profits. In the event that the value of Reyna's assets or business, prior, at or after the Effective Date, exceeds the implied value of Reyna under the Arrangement, the former minority Shareholders will not be entitled to additional consideration for their Shares. Former minority Shareholders will forego any future increase in value that might result from future growth and the potential achievement Reyna's long-term plans.

The resulting Tax payable by Shareholders

The Arrangement will be a taxable transaction for most Securityholders and, as a result, Taxes may be required to be paid by such Securityholders on any gains that result from receipt of the Consideration (or in the case of a Dissenting Shareholder the fair value of the Shares) under the Arrangement. Securityholders are advised to carefully read the summary of certain Canadian federal income tax considerations under "Certain Canadian Federal Income Tax Considerations" and to consult with their own tax advisors to determine the tax consequences of the Arrangement to them.

Securityholders will no longer hold an interest in Reyna following the Arrangement

Following the Arrangement, the Securityholders (other than the Purchaser) will no longer hold any of the Securities and Securityholders will forego any future increases in value that might result from future growth and the potential achievement of the Company's long-term plans.

Risks Relating to Reyna

If the Arrangement is not completed, Reyna will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Please see the section entitled "Risks and Uncertainties" in Reyna's most recent annual management's discussion and analysis filed on its SEDAR+ profile at www.sedarplus.ca for a description of such risks.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations under the Tax Act in respect of the Arrangement that are generally applicable to a Shareholder of Shares who beneficially owns their Shares, and who, for purposes of the Tax Act and at all relevant times (i) holds their Shares as capital property, (ii) deals at arm's length with the Company and the Purchaser, and (iii) is not affiliated with the Company or the Purchaser (a "Holder").

Shares will generally be considered to be capital property to a Holder for purposes of the Tax Act, unless the Holder holds or uses, or is deemed to hold or use, such shares in the course of carrying on a business of trading or dealing in securities, or acquired such shares in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is based on the current provisions of the Tax Act in force as of the date prior to the date hereof and an understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") made publicly available prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act which have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and assumes all such Proposed Amendments will be enacted in their present form,

although no assurances can be given in this regard. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in law, whether by judicial, governmental or legislative action or decision, or changes in the administrative policies and assessing practices of the CRA, nor does it take into account other federal or any provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is not applicable to a Holder (i) that is a "financial institution" for purposes of the "mark-to-market property" rules as defined in the Tax Act, (ii) that is a "specified financial institution" or "restricted financial institution" both as defined in the Tax Act, (iii) an interest in which is, or whose Shares are, a "tax shelter investment" as defined in the Tax Act, (iv) that has made an election to report its Canadian tax results in a currency other than the Canadian currency, (v) that has entered or will enter into, with respect to the Shares, a "derivative forward agreement" or a "synthetic disposition arrangement", each as defined in the Tax Act, (vi) that is a "foreign affiliate" as defined in the Tax Act of a taxpayer resident in Canada, (vii) that has acquired the Shares on the exercise of a stock option or pursuant to any other equity-based employment compensation plan, (viii) that receives dividends on the Shares under or as apart of a "dividend rental arrangement" (as defined in the Tax Act), or (ix) that is exempt from tax under Part I of the Tax Act. Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada (for purposes of the Tax Act) or a corporation that does not deal at arm's length for purposes of the Tax Act with a corporation resident in Canada and that is, or becomes as part of a transaction or series of transactions or events that includes the acquisition of the Shares, controlled by a non-resident corporation, individual, trust, or group of the foregoing that do not deal with each other at arm's length for the purposes of the "foreign affiliate dumping" rules in Section 212.3 of the Tax Act. Such Holders should consult their own tax advisors as to the tax consequences of the Arrangement.

This summary does not address the Canadian federal income tax considerations applicable to RSU Holders, Warrantholders or Optionholders. Such holders should consult their own tax advisors as to the tax consequences of the Arrangement applicable to them.

THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT, AND IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER AND NO REPRESENTATIONS WITH RESPECT TO THE TAX CONSEQUENCES TO ANY PARTICULAR HOLDER ARE MADE. THIS SUMMARY IS NOT EXHAUSTIVE OF ALL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS. ACCORDINGLY, HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS HAVING REGARD TO THEIR OWN PARTICULAR CIRCUMSTANCES.

Currency Conversion

In general, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the Shares (including, without limitation, dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars. Amounts denominated in foreign currency must be converted into Canadian dollars using the appropriate exchange rate determined in accordance with the detailed rules contained in the Tax Act in that regard.

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Holders Resident in Canada

The following portion of the summary is generally applicable to a Holder who, at all relevant times, is resident in Canada, or is deemed to be resident in Canada, for purposes of the Tax Act and any applicable income tax treaty or convention (a “Resident Holder”).

Certain Resident Holders whose Shares might not otherwise qualify as capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have the Shares and all other “Canadian securities” (as defined in the Tax Act) owned by such Resident Holder in the taxation year in which the election is made, and in all subsequent taxation years, deemed to be capital property. Such Resident Holders should consult their own tax advisors for advice as to whether the election is available or advisable in their particular circumstances.

Disposition of Shares

A Resident Holder that disposes of, or is deemed to dispose of, Shares pursuant to the Arrangement, will generally realize a capital gain (or a capital loss) equal to the amount by which the Consideration, net of any reasonable costs of disposition, received by the Resident Holder in respect of the Shares exceeds (or is exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such Shares, determined immediately before the disposition. The tax treatment of capital gains and capital losses is discussed below under the subheading “Taxation of Capital Gains and Capital Losses”.

Dissenting Resident Holders

A Resident Holder that validly exercises Dissent Rights (a “Resident Dissenter”) will be deemed to have transferred their Shares to the Purchaser and will be entitled to receive a payment from the Purchaser of an amount equal to the fair value of the Shares.

A Resident Dissenter will be considered to have disposed of their Shares for proceeds of disposition equal to the amount of the payment received on account of the fair value of their Shares (other than in respect of interest awarded by a Court, if any). The Resident Dissenter will generally realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the aggregate of the Resident Dissenter’s adjusted cost base of their Shares determined immediately before the disposition. Any such capital gain or capital loss realized by a Resident Dissenter will be treated in the same manner as described below under the subheading “Taxation of Capital Gains and Capital Losses”.

Interest (if any) awarded by a Court to a Resident Dissenter will be included in the Resident Dissenter’s income for the purposes of the Tax Act.

Resident Holders who are considering exercising Dissent Rights are urged to consult with their tax advisors with respect to the Canadian federal income tax consequences of exercising their Dissent Rights.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder, including a Resident Dissenter, is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by it in that year and is required to deduct one-half of the amount of any capital loss (an “allowable capital loss”)

realized in a taxation year from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years, subject to the detailed rules contained in the Tax Act.

A capital loss realized on the disposition of a Share by a Resident Holder that is a corporation may, to the extent and under the circumstances specified by the Tax Act, be reduced by the amount of dividends received or deemed to have been received by the corporation on such Shares (or on a Share for which such Share is substituted or exchanged). Similar rules may apply where Shares are owned, directly or indirectly, by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Additional Refundable Tax

A Resident Holder, including a Resident Dissenter, that is a "Canadian-controlled private corporation" (as defined in the Tax Act) throughout the relevant taxation year or that is a "substantive CCPC" (as defined in the Tax Act) at any time in the year, may be liable to pay an additional tax (refundable in certain circumstances) on its "aggregate investment income" (as defined in the Tax Act), which includes taxable capital gains.

Alternative Minimum Tax

Capital gains realized by a Resident Holder, including a Resident Dissenter, who is an individual (including certain trusts), may give rise to a liability for alternative minimum tax under the Tax Act. Resident Holders should consult their own tax advisors for advice respecting the application of the alternative minimum tax rules in their particular circumstances.

Holders Not Resident in Canada

This portion of the summary applies to a Holder who, at all relevant times and for the purposes of the Tax Act, is not, and is not deemed to be, resident in Canada and does not use or hold, and is not deemed to use or hold, the Shares in connection with carrying on a business in Canada (a "Non-Resident Holder"). Special rules not discussed in this summary may apply to a Non-Resident Holder that is an insurer carrying on an insurance business in Canada and elsewhere or an "authorized foreign bank" (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors.

Disposition of Shares

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain, or be entitled to deduct any capital loss, realized on the disposition of Shares under the Arrangement unless such Shares constitute "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident.

Generally, Shares will not be taxable Canadian property to a Non-Resident Holder at the time of disposition under the Arrangement provided that the Shares are listed on a "designated stock exchange" (as defined in the Tax Act, which currently includes the TSXV) at that time, unless at any time during the 60-month immediately preceding the disposition (a) one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder does not deal at arm's length, and (iii) a

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partnership in which the Non-Resident Holder or a non-arm’s length person holds a membership interest directly or indirectly through one or more partnerships, held 25% or more of the issued shares of any class or series in the capital stock of the issuer; and (b) more than 50% of the fair market value of the Shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, a “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such property (whether or not such property exists). Notwithstanding the foregoing, a Share may be deemed to be taxable Canadian property of a particular Non-Resident Holder for purposes of the Tax Act in certain other circumstances.

Even if the Shares are taxable Canadian property of a Non-Resident Holder, a capital gain resulting from the disposition of the Shares will not be included in computing the Non-Resident Holder’s taxable income earned in Canada for the purposes of the Tax Act if, at the time of the disposition, the Shares constitute “treaty-protected property” of the Non-Resident Holder for purposes of the Tax Act. The Shares will generally be considered treaty-protected property of a Non-Resident Holder for purposes of the Tax Act at the time of the disposition if the gain from their disposition would, because of an applicable income tax treaty or convention, including as a result of the application of the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”), between Canada and the country in which the Non-Resident Holder is resident for purposes of such treaty and in respect of which the Non-Resident Holder is entitled to receive benefits thereunder, be exempt from tax under the Tax Act.

In the event the Shares constitute taxable Canadian property (other than treaty-protected property) of a particular Non-Resident Holder, the tax consequences described above under the subheadings “Holders Resident in Canada – Disposition of Shares” and “Taxation of Capital Gains and Capital Losses” will generally apply.

Non-Resident Holders whose Shares are or are deemed to be taxable Canadian property should consult their own tax advisors.

Dissenting Non-Resident Holders

A Non-Resident Holder that validly exercises Dissent Rights (a “Non-Resident Dissenter”) will be deemed to have transferred their Shares to the Purchaser and will be entitled to receive a payment from the Purchaser of an amount equal to the fair value of their Shares. Interest (if any) awarded by a Court to a Non-Resident Holder generally should not be subject to withholding tax under the Tax Act, unless such interest is considered “participating debt interest” as defined in the Tax Act.

Non-Resident Dissenters will generally be subject to the same treatment above under the subheading “Holders Not Resident in Canada – Disposition of Shares.”

Non-Resident Holders that are considering exercising Dissent Rights should consult their tax advisors with respect to the Canadian federal income tax consequences of exercising their Dissent Rights.

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SECURITIES LAWS CONSIDERATIONS

Interests of Certain Persons in the Arrangement

The directors, officers and other related parties of the Company may have interests in the Arrangement that are, or may be, different from, or in addition to, the interests of other Securityholders and that may present them with actual or potential conflicts of interest in connection with the Arrangement.

Other than the interests and benefits described below, all of which relate to the Company, none of the directors or officers of the Company or, to the knowledge of the directors and officers of the Company, any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon in connection with the Arrangement or that would materially affect the Arrangement. The Board was aware of these interests and considered them, among other matters, when recommending the approval of the Arrangement by Securityholders.

Other than has described herein, all of the benefits received, or to be received, by directors, officers or employees of the Company as a result of the Arrangement are, and will be, solely in connection with their services as directors, officers or employees of the Company. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such Person for Shares held by such Persons and no consideration is, or will be, conditional on the Person supporting the Arrangement.

Ownership of Securities of the Company

As of the Record Date, the officers, directors, senior employees and senior advisors of the Company beneficially own, directly or indirectly, or exercise control or direction over, in the aggregate, 20,769,114 Shares, as well as an aggregate of 5,780,208 Options, 15,823,254 Warrants, and 2,550,000 RSUs, representing approximately, on a partially diluted basis, 14.74% of the Company Shares outstanding as of the close of business on the Record Date. See "Ownership of Securities" below for more details.

All of the Shares held by the officers and directors of the Company, will be treated in the same fashion under the Arrangement as Shares held by all other Shareholders (other than the Purchaser).

Stock Options

Pursuant to the Arrangement, each Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Equity Incentive Plan or any applicable Option Agreement in relation thereto, shall be deemed to be unconditionally vested and exercisable, and such Option shall be, without any further action by or on behalf of the holder of such Option, surrendered by the holder thereof to the Company (free and clear of all Liens) in exchange for a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option, and such Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary or the Purchaser shall be obligated to pay such Optionholder any amount in respect of such Option.

As at the date of this Circular, there are an aggregate of 9,178,231 Options outstanding, of which 700,000 have an exercise price that is less than the Consideration.

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Warrants

Pursuant to the Arrangement, each Warrant that is outstanding immediately prior to the Effective Time (other than the Purchaser Warrants), notwithstanding the terms of such Warrant, shall be, without any further action by or on behalf of the holder of such Warrant, surrendered by the holder thereof to the Company (free and clear of all Liens) in exchange for a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such Warrant, and such Warrant shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary or the Purchaser shall be obligated to pay such Warrantholder any amount in respect of such Warrant.

As at the date of this Circular, there are an aggregate of 132,567,518 Warrants outstanding, of which 44,150,629 have an exercise price that is less than the Consideration.

RSUs

Pursuant to the Arrangement, each RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Equity Incentive Plan or any applicable RSU Agreement in relation thereto, shall be deemed to be unconditionally vested, and such RSU shall be, without any further action by or on behalf of the holder of such RSU, deemed to be assigned and transferred by such holder to the Company (free and clear of all Liens) in exchange for a cash payment equal to the Consideration, and such RSU shall be immediately cancelled.

As at the date of this Circular, there are an aggregate of 2,550,000 RSUs outstanding

Indemnification for Directors and Officers of the Company

The Arrangement Agreement provides that the Company may purchase prepaid non-cancellable run-off directors' and officers' liability insurance, at a cost not exceeding 250% of the current annual aggregate premium for directors' and officers' liability policies currently maintained by the Company and its Subsidiaries, providing coverage for a period of six (6) years from the Effective Date with respect to claims arising from or related to facts or events which occur on or prior to the Effective Date.

Pursuant to the Arrangement Agreement, the Parties agree that all rights to indemnification existing in favour of the D&O Indemnified Parties as provided by contracts or agreements to which the Company is a party and in effect as of the date of the Arrangement Agreement, which are listed in the Company Disclosure Letter and copies of which have been provided to the Purchaser, and, as of the Effective Time, will survive and will continue in full force and effect and without modification, and the Company and any successor to the Company shall continue to honour such rights of indemnification and indemnify the D&O Indemnified Parties pursuant thereto, with respect to actions or omissions of the D&O Indemnified Parties occurring prior to the Effective Time, for six (6) years following the Effective Date.

Intentions of Directors and Senior Management

As of the Record Date, the members of the Board and the officers of the Company who entered into Voting Support Agreements beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of approximately 7.28% of the outstanding Shares and an aggregate of approximately 10.17% of the outstanding Shares, Options, Warrants and RSUs. Pursuant to the Voting Support Agreements, each of the Supporting Shareholders agreed, among other things and subject to the terms and conditions of their respective Voting Support Agreement, to vote their Shares, Options, Warrants

and/or RSUs in favour of the Arrangement Resolution to approve the Arrangement. All directors, officers, employees, consultants and other related parties of the Company will be receiving the same Consideration for their Shares under the Arrangement as all other Shareholders (other than the Purchaser) and all Options, Warrants and RSUs held by such persons will be treated the same as all other Options, Warrants and RSUs in connection with the Arrangement (other than Warrants held by the Purchaser).

Canadian Securities Laws Considerations

Reyna is a “reporting issuer” in the Provinces of British Columbia, Alberta, Manitoba, Nova Scotia, Ontario, Saskatchewan and Yukon. The Shares are listed on the TSXV. Following closing of the Arrangement, the Purchaser and Reyna will take steps for Reyna to cease to be a reporting issuer and to have the Shares delisted from the TSXV (with delisting expected to be effective two (2) or three (3) Business Days following the Effective Date), the OTCQB and the FRA.

The Purchaser is a “reporting issuer” in the Provinces of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan, Yukon. The common shares of Torex are listed on the TSX. The Purchaser is not a related party of Reyna.

Multilateral Instrument 61-101

In order to become effective, the Arrangement must be approved by not less than: (i) 66⅔% of votes cast by Shareholders present in person or represented by proxy at the Meeting; (ii) 66⅔% of the votes cast by Securityholders, voting together as a single class on the basis of one vote per Share held, one vote per Option held, one vote per Warrant held, and one vote per RSU held, present in person or represented by proxy at the Meeting; and (iii) a majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting excluding for this purpose votes attached to the Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, being the 16,099,383 Shares held by Mr. Monroy and the 2,712,999 Shares held by Mr. Wood.

Since Reyna is a reporting issuer in British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island and Saskatchewan, it is subject to MI 61-101. MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among shareholders, generally requiring enhanced disclosure, approval by a majority of shareholders excluding interested or related parties, independent valuations and, in certain instances, approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 generally apply to "business combinations" (as defined in MI 61-101) that terminate the interests of shareholders without their consent and involve a related party who is either a party to the transaction or will receive a benefit as a result of the transaction that is not available to other shareholders. Pursuant to MI 61-101, where a "related party" of an issuer (as defined in MI 61-101 and including directors, executive officers and shareholders holding over 10% of issued and outstanding shares of the issuer) is entitled to receive a "collateral benefit" (as defined in MI 61-101) in connection with an arrangement (such as the Arrangement), such transaction may be considered a "business combination" for the purposes of MI 61-101 and subject to minority approval requirements.

A "collateral benefit" (as defined in MI 61-101) includes any benefit that a "related party" of Reyna is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancements in benefits related to past or future services as an employee, director or consultant of

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Reyna. MI 61-101 excludes from the meaning of “collateral benefit” a payment per security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, as well as certain benefits to a related party received solely in connection with the related party’s services as an employee or director of an issuer, of an affiliated entity of such issuer or of a successor to the business of such issuer where (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) either (i) the related party and his or her associated entities beneficially own, or exercise control or direction over, less than 1% of the outstanding securities of each class of equity securities of the issuer, or (ii) the related party discloses to an independent committee of the issuer the amount of consideration that he or she expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities he or she beneficially owns and the independent committee acting in good faith determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party will receive pursuant to the terms of the transaction for the equity securities it beneficially owns, and the independent committee’s determination is disclosed in the disclosure document for the transaction.

Disclosure Concerning Certain Benefits

As a result of the proposed exchange of Shares for the Consideration under the Arrangement and Mr. Monroy and Mr. Wood receiving a “collateral benefit” in connection with completion of the Arrangement, the Arrangement constitutes a “business combination” subject to the requirements of MI 61-101.

Pursuant to MI 61-101, votes attached to Shares held by those Shareholders that receive a “collateral benefit” in connection with a business combination must be excluded in determining whether “minority approval” (as such term is defined in MI 61 101) has been obtained.

Formal Valuation

Reyna is relying on the exemption in Section 4.4(1)(a) of MI 61-101 in connection with the requirement to obtain a formal valuation.

No “prior valuations” (as defined in MI 61-101) in respect of Reyna made in the twenty-four (24) months before the date of this Circular that relate to the subject matter of, or are otherwise relevant to, the Arrangement have become known, after reasonable inquiry, to Reyna or to any director or senior officer of Reyna. Reyna has not received any bona fide prior offer relating to the subject matter of, or otherwise relevant to, the Arrangement during the twenty-four (24) months preceding the entry into the Arrangement Agreement.

Collateral Benefit

As described herein, as a result of the Arrangement, it is expected that the following executives will be entitled to the following change of control payments payable by Reyna, in addition to the acceleration of any unvested Options and/or RSUs:

Jorge Monroy, the Chief Executive Officer and a director of the Company, may receive a lump sum payment of $626,000, representing twenty-four (24) months’ annual compensation (which includes a payment of $26,000 in respect of the Shares that are required to be issued to Mr.
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Monroy as part of his annual compensation) in the event that a Change of Control (as defined in the Monroy Agreement, which includes the Arrangement) occurs, assuming within twelve (12) months Mr. Monroy is terminated without Good Cause (as defined in the Monroy Agreement) or Mr. Monroy terminates the Monroy Agreement with or without Good Cause; and

Michael Wood, the Chief Financial Officer and a director of the Company, may receive a lump sum payment of $266,000, representing twenty-four (24) months' annual compensation (which includes a payment of $26,000 in respect of the Shares that are required to be issued to Mr. Wood as part of his annual compensation) in the event that a Change of Control (as defined in the Wood Agreement, which includes the Arrangement) occurs, assuming within twelve (12) months Mr. Wood is terminated without Good Cause (as defined in the Wood Agreement) or Mr. Wood terminates the Wood Agreement with or without Good Cause.

The transactions contemplated by the Arrangement will constitute a Change of Control of Reyna for purposes of the Monroy Agreement and Wood Agreement. However, the change of control payments described above were not conferred or will be conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to such individuals for Shares, Options, Warrants and/or RSUs relinquished under the Arrangement, and the conferring of such benefits was not conditional on any of such individuals supporting the Arrangement. The accelerated vesting of Options and RSUs and the compensation payable pursuant to the Company's executive management agreements may be considered to be "collateral benefits" received by the applicable directors and senior officers of the Company for the purposes of MI 61-101.

If a "related party" receives a "collateral benefit" in connection with the Arrangement, the Arrangement Resolution will also require "minority approval" in accordance with MI 61-101. If "minority approval" is required, the Arrangement Resolution must also be approved by a majority of the votes cast, excluding those votes beneficially owned, or over which control or direction is exercised, by the "related parties" of Reyna who receive a "collateral benefit" in connection with the Arrangement.

To the knowledge of the directors and executive officers of Reyna, after reasonable inquiry, Reyna has determined that, as of the date of this Circular, (i) Mr. Monroy owned beneficially or exercised control or direction over 16,099,383 Shares, 1,566,667 Options, 14,095,754 Warrants and 800,000 RSUs, which together represent approximately $10.96\%$ of the issued and outstanding Shares (on a partially diluted basis) as of such date; and (ii) Mr. Wood owned beneficially or exercised control or direction over 2,712,999 Shares, 1,333,333 Options, 1,623,333 Warrants and 400,000 RSUs, which together represent approximately $2.14\%$ of the issued and outstanding Shares (on a partially diluted basis) as of such date. In accordance with the terms of their respective Voting Support Agreements, each of Mr. Monroy and Mr. Wood is obligated to vote these Shares, Options, Warrants and RSUs in favour of the Arrangement Resolution; however, the votes attached to the Shares held by Mr. Monroy and Mr. Wood will be excluded for the purposes of determining whether "minority approval" of the Arrangement Resolution has been obtained from the Shareholders.

To the knowledge of the directors and executive officers of Reyna, after reasonable inquiry, Reyna has determined that, as of the date of this Circular: (i) Alex Langer, a director of the Company, owned beneficially or exercised control or control or direction over 1,224,035 Shares, 633,333 Options, nil Warrants and 450,000 RSUs, which together represent approximately $0.82\%$ of the issued and outstanding Shares (on a partially diluted basis) as of such date; (ii) Peter Jones, the Chairman of the Board, owned beneficially or exercised control or control or direction over 262,578 Shares, 730,208 Options, 104,167

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Warrants and 500,000 RSUs, which together represent approximately 0.57% of the issued and outstanding Shares (on a partially diluted basis) as of such date; and (iii) Evaristo Trevino Berlanga, a director of the Company, owned beneficially or exercised control or control or direction over 136,785 Shares, 500,000 Options, nil Warrants and 400,000 RSUs which together represent approximately 0.37% of the issued and outstanding Shares (on a partially diluted basis) as of such date. As each of Messrs. Langer, Jones and Berlanga beneficially owns or exercises control or direction over less than 1% of the outstanding Shares, the acceleration of unvested Options and/or RSUs and any payments in connection with such acceleration does not constitute a "collateral benefit" within the meaning of MI 61-101.

For the purposes of MI 61-101, each of Messrs. Monroy and Wood are considered to beneficially own or exercise control or control or direction over more than 1% of the Shares and, as such, the Change of Control payments that Mr. Monroy and Mr. Wood may receive as a result of the completion of the Arrangement and the acceleration of unvested Options and/or RSUs and any payments in connection with such acceleration constitutes a "collateral benefit" under MI 61-101. Accordingly, any Shares beneficially owned, or over which control or direction is exercised by Mr. Monroy and Mr. Wood will be excluded for the purposes of determining whether "minority approval" of the Arrangement Resolution has been obtained from the Shareholders.

Previous Purchases and Sales

The following Shares or other securities of Reyna have been issued by Reyna during the 12-month period preceding the date of this Circular, excluding securities purchased or sold pursuant to the exercise of Options, Warrants or other conversion rights:

Date of Issuance	Purpose of Issuance	Description of Securities Issued	Price per Security	Number of Securities Issued
October 30, 2024	Acquisition of Reyna Gold Corp.	Shares	$0.18	22,690,020
October 30, 2024	Grant of Options	Options	Exercise price = $1.20	1,831,664
October 30, 2024	Grant of Options	Options	Exercise price = $0.60	316,667
February 5, 2025	Private placement	Shares	$0.075	14,889,999
		Warrants	Exercise price = $0.12	14,889,999
		Finder's warrants	Exercise price = $0.075	52,500
February 14, 2025	Private placement	Shares	$0.075	21,439,900
		Warrants	Exercise price = $0.12	21,439,900
		Finder's warrants	Exercise price = $0.075	1,219,043
February 28, 2025	Private placement	Shares	$0.075	1,420,000
		Warrants	Exercise price = $0.12	1,420,000
		Finder's warrants	Exercise price = $0.075	21,000
March 14, 2025	Private placement	Shares	$0.075	3,476,649
		Warrants	Exercise price = $0.12	3,476,649
March 14, 2025	Shares-for-debt settlement	Shares	$0.075	853,583
May 21, 2025	Grant of Options	Options	Exercise price = $0.075	700,000
May 25, 2025	Property Option Payment	Shares	$0.064	250,000
June 27, 2025	Private placement	Shares	$0.095	11,857,947
		Warrants	Exercise price = $0.13	11,857,947

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July 2, 2025	Medicine Springs option payment	3,417,640 Shares	$0.12375	N/A
July 4, 2025	Medicine Springs option payment	1,202,910 Shares	$0.091533	N/A

Previous Distributions

For the five (5) years preceding the date of this Circular, Reyna has completed the following distributions of Shares, Warrants, finder's warrants, Options and RSUs:

Shares, Warrants and Finder's Warrants

Date of Distribution	Purpose of Distribution	Number of Securities Distributed	Price per Security	Aggregate Proceeds Received by Issuer
July 16, 2020	Warrant exercise	112,500 Shares	$0.45	$50,625.00
July 16, 2020	Warrant exercise	50,000 Shares	$0.45	$22,500.00
July 16, 2020	Warrant exercise	82,500 Shares	$0.45	$37,125.00
July 27, 2020	Warrant exercise	13,750 Shares	$0.45	$6,187.50
August 7, 2020	Warrant exercise	48,900 Shares	$0.45	$22,005.00
August 13, 2020	Warrant exercise	414,400 Shares	$0.45	$186,480.00
August 17, 2020	United Minerals Ltd. Acquisition	250,000 Shares	$0.74	N/A
August 17, 2020	Property Option Agreement	1,000,000 Warrants	Exercise price = $0.74	N/A
August 19, 2020	Private placement	11,300,000 Shares	$0.62	$7,006,000.00
August 19, 2020	Private placement	5,650,000 Warrants	Exercise price = $0.90	N/A
		734,204 finder's warrants	Exercise price = $0.62	N/A
August 27, 2020	Warrant exercise	290,175 Shares	$0.45	$130,578.75
August 31, 2020	Option exercise	25,000 Shares	$0.57	$14,250.00
September 1, 2020	Option exercise	18,750 Shares	$0.57	$10,687.50
September 2, 2020	Warrant exercise	78,825 Shares	$0.45	$35,471.25
September 3, 2020	Warrant exercise	95,000 Shares	$0.45	$42,750.00
September 4, 2020	Advisor's option exercise	42,000 Shares	$0.45	$18,900.00
September 8, 2020	Finder's warrant exercise	10,000 Shares	$0.45	$4,500.00

Date of Distribution	Purpose of Distribution	Number of Securities Distributed	Price per Security	Aggregate Proceeds Received by Issuer
September 11, 2020	Warrant exercise	6,250 Shares	$0.45	$2,812.50
September 15, 2020	Advisor's option exercise	44,835 Shares	$0.20	$8,967.00
September 15, 2020	Warrant exercise	162,340 Shares	$0.45	$73,053.00
September 17, 2020	Finder's warrant exercise	30,450 Shares	$0.45	$13,702.50
September 18, 2020	Warrant exercise	175,000 Shares	$0.45	$78,750.00
September 18, 2020	Warrant exercise	75,000 Shares	$0.90	$67,500.00
September 18, 2020	Property Option Agreement	250,000 Shares	$1.37	N/A
September 21, 2020	Warrant exercise	50,000 Shares	$0.45	$22,500.00
September 23, 2020	Warrant exercise	5,000 Shares	$0.45	$2,250.00
September 25, 2020	Warrant exercise	50,000 Shares	$0.45	$22,500.00
October 1, 2020	Finder's warrant exercise	19,450 Shares	$0.45	$8,752.50
October 8, 2020	Option exercise	21,875 Shares	$0.57	$12,468.75
October 8, 2020	Warrant exercise	25,000 Shares	$0.45	$11,250.00
October 13, 2020	Warrant exercise	30,000 Shares	$0.45	$13,500.00
October 15, 2020	Warrant exercise	50,000 Shares	$0.45	$22,500.00
October 16, 2020	Warrant exercise	60,000 Shares	$0.45	$27,000.00
October 19, 2020	Warrant exercise	25,000 Shares	$0.45	$11,250.00
October 21, 2020	Warrant exercise	25,000 Shares	$0.45	$11,250.00
October 22, 2020	Warrant exercise	250,000 Shares	$0.45	$112,500.00
November 3, 2020	Advisor's option exercise	50,000 Shares	$0.20	$10,000.00
November 5, 2020	Advisor's option exercise	50,000 Shares	$0.20	$10,000.00
November 10, 2020	Warrant exercise	209,267 Shares	$0.45	$94,170.15
November 13, 2020	Warrant exercise	12,500 Shares	$0.45	$5,625.00
November 17, 2020	Service agreement consideration	33,000 Shares	$0.10	N/A

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Date of Distribution	Purpose of Distribution	Number of Securities Distributed	Price per Security	Aggregate Proceeds Received by Issuer
November 20, 2020	Warrant exercise	175,000 Shares	$0.45	$78,750.00
November 25, 2020	Warrant exercise	50,000 Shares	$0.45	$22,500.00
November 26, 2020	Warrant exercise	105,000 Shares	$0.45	$47,250.00
December 7, 2020	Warrant exercise	12,500 Shares	$0.45	$5,625.00
December 8, 2020	Warrant exercise	25,000 Shares	$0.45	$11,250.00
December 9, 2020	Warrant exercise	12,500 Shares	$0.45	$5,625.00
December 10, 2020	Warrant exercise	25,000 Shares	$0.45	$11,250.00
December 16, 2020	Warrant exercise	182,500 Shares	$0.45	$82,125.00
December 17, 2020	Finder's warrant exercise	61,250 Shares	$0.45	$27,562.50
December 18, 2020	Warrant exercise	12,500 Shares	$0.45	$5,625.00
December 22, 2020	Warrant exercise	100,000 Shares	$0.45	$45,000.00
December 22, 2020	Geological Consulting Services	284,760 Shares	$1.05	N/A
December 29, 2020	Warrant exercise	500,000 Shares	$0.45	$225,000.00
January 1, 2021	Property Option Agreement	3,000,000 Warrants	Exercise price = $0.75	N/A
January 5, 2021	Warrant exercise	25,000 Shares	$0.45	$11,250.00
January 6, 2021	Warrant exercise	41,500 Shares	$0.45	$18,675.00
January 7, 2021	Warrant exercise	233,743 Shares	$0.45	$105,184.35
January 15, 2021	Warrant exercise	375,000 Shares	$0.45	$168,750.00
January 18, 2021	Warrant exercise	50,000 Shares	$0.45	$22,500.00
January 20, 2021	Option exercise	12,500 Shares	$0.57	$7,125.00
January 26, 2021	Finder's warrant exercise	28,000 Shares	$0.45	$12,600.00
February 3, 2021	Warrant exercise	125,000 Shares	$0.45	$56,250.00
February 3, 2021	Finder's warrant exercise	29,138 Shares	$0.45	$13,112.10
February 10, 2021	Warrant exercise	125,000 Shares	$0.45	$56,250.00

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Date of Distribution	Purpose of Distribution	Number of Securities Distributed	Price per Security	Aggregate Proceeds Received by Issuer
February 11, 2021	Warrant exercise	50,000 Shares	$0.45	$22,500.00
February 16, 2021	Advisor’s option exercise	200,000 Shares	$0.20	$40,000.00
February 23, 2021	Warrant exercise	25,000 Shares	$0.45	$11,250.00
February 24, 2021	Warrant exercise	150,000 Shares	$0.45	$67,500.00
March 1, 2021	Warrant exercise	5,000 Shares	$0.45	$2,250.00
March 10, 2021	Warrant exercise	150,000 Shares	$0.45	$67,500.00
March 19, 2021	Warrant exercise	5,000 Shares	$0.45	$2,250.00
April 21, 2021	Warrant exercise	137,500 Shares	$0.45	$61,875.00
April 28, 2021	Geological Consulting Services	699,666 Shares	$1.00	N/A
April 30, 2021	Consulting and advisory agreements	699,666 Shares	$1.00	N/A
May 3, 2021	Warrant exercise	118,375 Shares	$0.45	$53,268.75
May 11, 2021	Warrant exercise	100,000 Shares	$0.45	$45,000.00
May 19, 2021	Warrant exercise	25,000 Shares	$0.45	$11,250.00
May 25, 2021	Warrant exercise	112,500 Shares	$0.45	$50,625.00
June 22, 2021	Private placement	7,298,134 Shares	$0.83	$6,057,451.22
		3,649,067 Warrants	Exercise price = $1.25	N/A
		446,978 finder’s warrants	Exercise price = $0.83	N/A
July 1, 2021	Property Option Agreement	3,500,000 Warrants	Exercise price = $1.00	N/A
August 10, 2021	Warrant exercise	335,625 Shares	$0.45	$151,031.25
November 5, 2021	Warrant exercise	62,500 Shares	$0.45	$28,125.00
November 16, 2021	Warrant exercise	75,000 Shares	$0.45	$33,750.00
November 17, 2021	Warrant exercise	95,000 Shares	$0.75	$71,250.00
November 18, 2021	Warrant exercise	100,000 Shares	$0.75	$75,000.00
November 23, 2021	Warrant exercise	50,000 Shares	$0.75	$37,500.00
December 7, 2021	Warrant exercise	125,000 Shares	$0.45	$56,250.00
December 17, 2021	Warrant exercise	450,000 Shares	$0.45	$202,500.00
January 1, 2022	Property Option Agreement	4,000,000 Warrants	Exercise price = $1.25	N/A

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Date of Distribution	Purpose of Distribution	Number of Securities Distributed	Price per Security	Aggregate Proceeds Received by Issuer
January 4, 2022	Warrant exercise	100,000 Shares	$0.45	$45,000.00
January 7, 2022	Warrant exercise	200,000 Shares	$0.45	$90,000.00
January 24, 2022	Consulting services consideration	155,843 Shares	$0.77	N/A
February 3, 2022	Warrant exercise	42,500 Shares	$0.45	$19,125.00
February 14, 2022	Warrant exercise	12,500 Shares	$0.45	$5,625.00
March 30, 2022	Warrant exercise	10,000 Shares	$0.45	$4,500.00
April 19, 2022	Warrant exercise	125,000 Shares	$0.45	$56,250.00
April 21, 2022	Warrant exercise	150,000 Shares	$0.45	$67,500.00
April 29, 2022	Warrant exercise	112,500 Shares	$0.45	$50,625.00
May 2, 2022	Warrant exercise	38,000 Shares	$0.45	$17,100.00
May 31, 2022	Advisor’s option exercise	375,000 Shares	$0.20	$75,000.00
June 1, 2022	Warrant exercise	207,500 Shares	$0.45	$93,375.00
June 24, 2022	Private placement	13,888,889 Shares	$0.36	$5,000,000.04
		6,944,443 Warrants	Exercise price = $0.50	N/A
		624,999 finder’s warrants	Exercise price = $0.36	N/A
June 24, 2022	Private placement	284,105 finder’s warrants	Exercise price = $0.50	N/A
June 30, 2022	Property Option Agreement	250,000 Shares	$0.32	N/A
December 22, 2022	Property Acquisition Agreement	6,000,000 Shares	$0.34	N/A
		300,000 finder’s shares	$0.34	N/A
February 13, 2023	Private placement	16,666,000 Shares	$0.30	$4,999,800.00
		16,666,000 Warrants	Exercise price = $0.40	N/A
		1,166,620 finder’s warrants	Exercise price = $0.30	N/A
February 23, 2023	Private placement	10,039,720 Shares	$0.30	$3,011,916.00
		10,039,720 Warrants	Exercise price = $0.40	N/A
		686,572 finder’s warrants	Exercise price = $0.30	N/A

87 -

Date of Distribution	Purpose of Distribution	Number of Securities Distributed	Price per Security	Aggregate Proceeds Received by Issuer
December 14, 2023	Property Option Agreement	125,000 Shares	$0.23	N/A
February 26, 2024	Private placement	13,934,367 Shares	$0.12	$1,672,124.04
		13,934,367 Warrants	Exercise price = $0.20	N/A
		926,336 finder’s warrants	Exercise price = $0.12	N/A
March 6, 2024	Private placement	20,642,276 Shares	$0.12	$2,477,073.12
		20,642,276 Warrants	Exercise price = $0.20	N/A
		1,080,490 finder’s warrants	Exercise price = $0.12	N/A
March 13, 2024	Private placement	3,756,691 Shares	$0.12	$450,802.92
		3,756,691 Warrants	Exercise price = $0.20	N/A
		238,712 finder’s warrants	Exercise price = $0.12	N/A
May 3, 2024	Private placement	9,078,750 Shares	$0.16	$1,452,600.00
		9,078,750 Warrants	Exercise price = $0.24	N/A
		597,013 finder’s warrants	Exercise price = $0.16	N/A
May 9, 2024	Private placement	1,987,500 Shares	$0.16	$318,000.00
		1,987,500 Warrants	Exercise price = $0.24	N/A
		135,625 finder’s warrants	Exercise price = $0.16	N/A
October 30, 2024	Acquisition of Reyna Gold Corp.	22,690,020 Shares	$0.18	N/A
February 5, 2025	Private placement	14,889,999 Shares	$0.075	$1,116,749,92
		14,889,999 Warrants	Exercise price = $0.12	N/A
		52,500 finder’s warrants	Exercise price = $0.075	N/A
February 14, 2025	Private placement	21,439,900 Shares	$0.075	$1,607,992.50
		21,439,900 Warrants	Exercise price = $0.12	N/A
		1,219,043 finder’s warrants	Exercise price = $0.075	N/A
February 28, 2025	Private placement	1,420,000 Shares	$0.075	$106,500.00

88 -

89 -

Date of Distribution	Purpose of Distribution	Number of Securities Distributed	Price per Security	Aggregate Proceeds Received by Issuer
		1,420,000 Warrants	Exercise price = $0.12	N/A
		21,000 finder’s warrants	Exercise price = $0.075	N/A
March 14, 2025	Private placement	3,476,649 Shares	$0.075	$260,748.67
		3,476,649 Warrants	Exercise price = $0.12	N/A
March 14, 2025	Shares-for-debt settlement	853,583 Shares	$0.075	N/A
June 27, 2025	Private placement	11,857,947 Shares	$0.095	$1,126,504.96
		11,857,947 Warrants	Exercise price = $0.13	N/A
July 2, 2025	Medicine Springs option payment	3,417,640 Shares	$0.12375	N/A
July 4, 2025	Medicine Springs option payment	1,202,910 Shares	$0.091533	N/A

Options

Date of Distribution	Number of Options Distributed	Status of Options	Price per Option	Aggregate Proceeds Received by Issuer
October 13, 2020	1,600,000 Options	All remain valid	Exercise price = $1.13	N/A
January 12, 2021	502,400 Options	10,000 expired
492,400 remain valid	Exercise price = $1.03	N/A
March 30, 2021	130,000 Options	130,000 expired
None remain valid	Exercise price = $1.00	N/A
December 17, 2021	1,600,000 Options	All remain valid	Exercise price = $0.71	N/A
September 8, 2023	950,000 Options	All remain valid	Exercise price = $0.30	N/A
June 28, 2024	1,700,000 Options	200,000 expired
1,500,000 remain valid	Exercise price = $0.135	N/A
September 30, 2024	187,500 Options	All remain valid	Exercise price = $0.57	N/A
October 30, 2024	1,831,664 Options	All remain valid	Exercise price = $1.20	N/A
October 30, 2024	316,667 Options	All remain valid	Exercise price = $0.60	N/A
May 21, 2025	700,000 Options	All remain valid	Exercise price = $0.075	N/A

RSUs

Date of Distribution	Number of RSUs Distributed	Status of RSUs	Price per RSU	Aggregate Proceeds Received by Issuer
June 28, 2024	2,950,000	400,000 cancelled
2,550,000 remain valid	N/A	N/A

Dividends or Capital Distributions

Reyna has not declared or paid any cash dividends or capital distributions on the Shares in the two (2) years before the date of this Circular. For the immediate future, Reyna does not envisage any earnings arising from which dividends could be paid. Any decision to pay dividends on Shares in the future will be made by the Board on the basis of the earning, financial requirements and other conditions existing at such time.

Ownership of Securities

The following table sets out for each director, officer, senior employee and senior advisor of Reyna the number of Shares, Options, Warrants and RSUs beneficially owned or controlled or directed by each of them and their associates that will be entitled to be voted at the Meeting as of the Record Date.

Name and Title	Number of Shares Held^{(1)}	Number of Options Held^{(2)}
Jorge Ramiro Monroy
Chief Executive Officer and Director	16,099,383
(5.74%)	1,566,667
(17.07%)	14,095,754
(10.63%)	800,000
(31.37%)
Michael Wood
Chief Financial Officer, Corporate Secretary and Director	2,712,999
(0.97%)	1,333,333
(14.53%)	1,623,333
(1.22%)	400,000
(15.69%)
Alex Langer
Director	1,224,035
(0.44%)	633,333
(6.90%)	Nil	450,000
(17.65%)
Evaristo Trevino Berlanga
Director	136,785
(0.05%)	500,000
(5.45%)	Nil	400,000
(15.69%)
Peter Jones
Director	262,578
(0.09%)	730,208
(7.96%)	104,167
(0.08%)	500,000
(19.61%)
Lauren Megaw
VP Corporate Development	Nil
(0%)	700,000
(7.63%)	Nil
(0%)	Nil
(0%)

90 -

Name and Title	Number of Shares Held^{(1)}	Number of Options Held^{(2)}	Number of Warrants Held^{(3)}	Number of RSUs Held^{(4)}
Peter Megaw
Chief Technical Advisor	333,334
(0.12%)	Nil
(0%)	Nil
(0%)	Nil
(0%)
Ariel G. Navarro Herrera
VP Exploration	Nil
(0%)	191,667
(2.09%)	Nil
(0%)	Nil
(0%)
Rene Ramirez
Senior Exploration Manager	Nil
(0%)	125,000
(1.36%)	Nil
(0%)	Nil
(0%)

Notes:

(1) Percentage calculated based on 280,616,319 Shares issued and outstanding as at the Record Date. As a group, all current directors, officers, senior employees and senior advisors beneficially own, directly or indirectly, or exercise control or discretion over, as of the Record Date, a total of 20,769,114 Shares, representing approximately 7.40% of the issued and outstanding Shares.

(2) Percentage calculated based on 9,178,231 Options issued and outstanding as at the Record Date. As a group, all current directors, officers, senior employees and senior advisors beneficially own, directly or indirectly, or exercise control or discretion over, as of the Record Date, a total of 5,780,208 Options, representing approximately 62.98% of the issued and outstanding Options.

(3) Percentage calculated based on 132,567,518 Warrants issued and outstanding as at the Record Date. As a group, all current directors, officers, senior employees and senior advisors beneficially own, directly or indirectly, or exercise control or discretion over, as of the Record Date, a total of 15,823,254 Warrants, representing approximately 11.94% of the issued and outstanding Warrants.

(4) Percentage calculated based on 2,550,000 RSUs issued and outstanding as at the Record Date. As a group, all current directors, officers, senior employees and senior advisors beneficially own, directly or indirectly, or exercise control or discretion over, as of the Record Date, a total of 2,550,000 RSUs, representing approximately 100% of the issued and outstanding RSUs.

RIGHTS OF DISSENTING SHAREHOLDERS

The following is a summary of the Dissent Rights. Such summary is not a comprehensive statement of the procedures to be followed by a Shareholder who seeks to exercise such Dissent Rights and is qualified in its entirety by reference to the full text of Sections 237 to 247 of the BCBCA as modified by the Plan of Arrangement and the Interim Order.

The procedures associated with exercising Dissent Rights are technical and complex. Any registered Shareholders who wish to exercise their Dissent Rights should seek independent legal advice, as failure to strictly comply with the Dissent Rights may result in the loss or unavailability of any right of dissent.

A registered Shareholder who wishes to dissent in respect of the Arrangement must deliver a written notice of dissent (a “Notice of Dissent”) to Reyna c/o DuMoulin Black LLP, Attn: Brian Lindsay, 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3, or [email protected], and such Notice of Dissent must strictly comply with the requirements of Section 242 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order and any further Order of the Court and otherwise strictly comply with the dissent procedures prescribed by the BCBCA, as modified by the Interim Order, the Plan of Arrangement and any other Order of the Court. Pursuant to the Plan of Arrangement and the Interim Order, the Notice of Dissent must be received by Reyna at the above address not later than 5:00 p.m. (Vancouver time) on August 7, 2025, or two (2) Business Days prior to any adjournment or postponement of the Meeting. A registered Shareholder purporting to exercise Dissent Rights must dissent with respect to all Shares in which the holder owns a registered or beneficial interest.

Beneficial owners of Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only registered Shareholders as of the close of business on the Record Date are entitled to dissent. Accordingly, a beneficial owner of Shares wishing to exercise Dissent Rights must make arrangements for beneficially owned Shares to be registered in his, her or its name prior to the time written Notice of Dissent is required to be received by Reyna, or make arrangements for the registered holder to dissent on his, her or its behalf in accordance with the dissent provisions set out in the Interim Order. In many cases, Shares beneficially owned by a Non-Registered Holder are registered either (i) in the name of an Intermediary; or (ii) in the name of a clearing agency (such as CDS & Co.) of which the Intermediary is a participant. Accordingly, Non-Registered Holders of Shares will not be entitled to exercise their Dissent Rights directly, unless Shares are re-registered in the Non-Registered Holder's name and the procedures to exercise Dissent Rights are strictly complied with. A Non-Registered Holder of Shares who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom such Non-Registered Holder deals in respect of its Shares and either: (i) instruct such Intermediary to exercise the Dissent Rights on such Non-Registered Holder's behalf (which, if Shares are registered in the name of CDS & Co. or other clearing agency, may require that Shares first be re-registered in the name of such Intermediary), or (ii) instruct such Intermediary to re-register such Shares in the name of such Non-Registered Holder, in which case such Non-Registered Holder would be able to exercise the Dissent Rights directly without the involvement of such Intermediary. Optionholders, Warrantholders and RSU Holders are not entitled to exercise Dissent Rights.

The delivery of a Notice of Dissent does not deprive a Dissenting Shareholder of the right to vote at the Meeting on the Arrangement Resolution; however, the Interim Order provides that a registered Shareholder who has delivered a Notice of Dissent and who votes in favour of the Arrangement Resolution will no longer be entitled to exercise Dissent Rights. A Shareholder need not vote its Shares against the Arrangement Resolution in order to dissent. A vote against the Arrangement Resolution, whether in person or by proxy, does not constitute a Notice of Dissent.

A Dissenting Shareholder must prepare a separate Notice of Dissent for himself, herself or itself, if dissenting on his, her or its own behalf, and for each other Person who beneficially owns Shares registered in the Dissenting Shareholder's name and on whose behalf the Dissenting Shareholder is dissenting; and

92 -

must dissent with respect to all of Shares registered in his, her or its name beneficially owned by the Non-Registered Holders on whose behalf he, she or it is dissenting.

The Notice of Dissent must set out the name and address of the registered Shareholder purporting to exercise Dissent Rights, the number of Shares in respect of which the Notice of Dissent is being given (the "Notice Shares") and whichever of the following is applicable: (a) if the Notice Shares constitute all of Shares of which the registered Shareholder purporting to exercise Dissent Rights is both the registered and beneficial owner and the Dissenting Shareholder holds no other Shares as beneficial owner, a statement to that effect; (b) if the Notice Shares constitute all of Shares of which the registered Shareholder purporting to exercise Dissent Rights is both the registered and beneficial owner but the registered Shareholder purporting to exercise Dissent Rights owns additional Shares beneficially, a statement to that effect and the names of the registered Shareholders of such additional Shares, the number of such additional Shares held by each of those registered owners and a statement that Notices of Dissent are being, or have been, sent with respect to all such additional Shares; or (c) if the Dissent Rights are being exercised by a registered Shareholder on behalf of a Non-Registered Holder who is not the registered Shareholder purporting to exercise Dissent Rights, a statement to that effect and the name and address of the Non-Registered Holder and a statement that the registered Shareholder is dissenting with respect to all Shares of the Non-Registered Holder that are registered in such registered Shareholder's name.

Reyna is required, promptly after the later of: (i) the date on which it forms the intention to proceed with the Arrangement and (ii) the date on which the Notice of Dissent was received, to notify each Dissenting Shareholder of its intention to act on the Arrangement Resolution. If the Arrangement Resolution is approved and if Reyna notifies the Dissenting Shareholders of its intention to act upon the Arrangement Resolution, the Dissenting Shareholder is then required, within one (1) month after Reyna gives such notice, to send to Reyna the certificates representing the Notice Shares if such Shares are certificated, and a written statement that requires Reyna to purchase all of the Notice Shares. If the Dissent Right is being exercised by the Dissenting Shareholder on behalf of a Non-Registered Holder who is not the Dissenting Shareholder, a statement signed by the Non-Registered Holder is required which sets out whether the Non-Registered Holder is the beneficial owner of other Shares and, if so, (i) the names of the registered owners of such Shares; (ii) the number of such Shares; and (iii) that dissent is being exercised in respect of all of such Shares. Upon delivery of these documents, the Dissenting Shareholder is deemed to have sold Shares and Reyna is deemed to have purchased them. Once the Dissenting Shareholder has done this, the Dissenting Shareholder may not vote or exercise any shareholder rights in respect of the Notice Shares.

The Dissenting Shareholder and Reyna may agree on the payout value of the Notice Shares; otherwise, either party may apply to the Court to determine the payout value of the Notice Shares. The Court may:

(i) determine the payout value of the Notice Shares, or order that the payout value of the Notice Shares be established by arbitration or by reference to the registrar, or a referee, of the Court;
(ii) join in the application of each Dissenting Shareholder who has not agreed with the Court on the amount of the payout value of the Notice Shares; and
(iii) make consequential orders and give directions as the Court considers appropriate.

93 -

There is no obligation on Reyna to make application to the Court. The Dissenting Shareholder will be entitled to receive the fair value that the Notice Shares had as of the close of business on the day before the Arrangement Resolution was adopted at the Meeting, excluding any appreciation or depreciation in anticipation of the vote (unless such exclusion would be inequitable). After a determination of the payout value of the Notice Shares, Reyna must then promptly pay that amount to the Dissenting Shareholder.

The discussion above is only a summary of the Dissent Rights, which are technical and complex. A Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA, as may be modified by the Interim Order, the Plan of Arrangement and any further Order of the Court. Persons who are Non-Registered Holders of Shares registered in the name of an Intermediary or in some other name, who wish to dissent should be aware that only the registered owner of such Shares is entitled to dissent. Optionholders, Warrantholders and RSU Holders, are not entitled to exercise Dissent Rights.

It is suggested that any Shareholder wishing to avail themselves of the Dissent Rights seek their own legal advice as failure to strictly comply with the requirements set forth in Sections 237 to 247 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent. Dissenting Shareholders should note that the exercise of Dissent Rights can be a complex, time-consuming and expensive process.

In no case will Reyna or any other Person be required to recognize such holders as holders of Shares after the completion of the steps set forth in Section 3.1(a) of the Plan of Arrangement, and each Dissenting Shareholder will cease to be entitled to the rights of a Shareholder in respect of Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the central securities register of Reyna will be amended to reflect that such former holder is no longer the holder of such Shares as and from the completion of the steps in Section 2.2(a) of the Plan of Arrangement.

In addition to any other restrictions set forth in the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Optionholders; (ii) Warrantholders; (iii) RSU Holders; (iv) Shareholders who vote, or instruct a proxyholder to vote, in favour of the Arrangement Resolution; and (v) beneficial holders of Shares.

The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights based on the evidence presented at such hearing.

TRADING PRICE AND VOLUME

The following table sets out information relating to the monthly trading of the Shares on the TSXV for the twelve (12) months preceding the date of this Circular:

Month	High	Low	Volume
June 2024	$0.165	$0.130	3,403,400
July 2024	$0.150	$0.110	3,506,975
August 2024	$0.130	$0.100	2,884,435
September 2024	$0.140	$0.110	3,361,206
October 2024	$0.185	$0.110	6,375,030
November 2024	$0.160	$0.110	3,892,849
December 2024	$0.120	$0.100	2,251,997
January 2025	$0.120	$0.065	5,346,042

Month	High	Low	Volume
February 2025	$0.075	$0.065	9,495,867
March 2025	$0.075	$0.060	6,713,833
April 2025	$0.075	$0.055	4,656,607
May 2025	$0.075	$0.060	2,620,087
June 2025	$0.130	$0.070	19,235,303
July 2025(1)	$0.130	$0.125	1,429,587

Note:
(1) July 1, 2025 to July 8, 2025.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed in this Circular, no person who has been a Director or executive officer of the Company at any time since January 1, 2024, and no associate or affiliate of any such person, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed in this Circular, no informed person of the Company and no associate or affiliate of any such person, has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company or any of its subsidiaries.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR+ at www.sedarplus.ca. Securityholders may contact Jorge Monroy at [email protected] to request copies of the Company's financial statements and management's discussion and analysis.

Financial information is provided in the Company's comparative financial statements and management's discussion and analysis for its most recently completed financial year which are filed on SEDAR+.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

96 -

APPROVAL OF THE BOARD

The Board has approved the contents of this Circular and the sending thereof to the Company's Securityholders.

DATED at Vancouver, British Columbia, July 9, 2025

ON BEHALF OF THE BOARD

(signed) "Jorge Ramiro Monroy"

Jorge Ramiro Monroy

Chief Executive Officer and Director

97 -

CONSENT OF EVANS & EVANS, INC.

To: The Special Committee of the Board of Directors of Reyna Silver Corp. ("Reyna")

Reference is made to the fairness opinion dated as of June 20, 2025 (the "Fairness Opinion") which we prepared for the special committee of the board of directors in connection with the Transaction, as defined in the Fairness Opinion.

We hereby consent to the inclusion of the Fairness Opinion, a summary of the Fairness Opinion and the use of our firm name in the management information circular of Reyna dated July 9, 2025. In providing such consent, we do not intend or permit that any person other than the special committee of the board of directors of Reyna may rely upon the Fairness Opinion, which remains subject to the analyses, assumptions, limitations and qualifications contained therein.

DATED as of 9, 2025

"Evans & Evans"

EVANS & EVANS, INC.

Vancouver, British Columbia

APPENDIX “A” - FORM OF ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

(1) The arrangement (as it may be modified or amended, the “Arrangement”) under Section 288 of the Business Corporations Act (British Columbia) involving the Company and its securityholders, all as more particularly described and set forth in the plan of arrangement (as it may be modified or amended, the “Plan of Arrangement”) attached as Appendix “B” to the Management Information Circular of the Company dated July 9, 2025, is hereby authorized, approved and agreed to.

(2) The Arrangement Agreement dated as of June 22, 2025 among the Company and Torex Gold Resources Inc., as it may be amended from time to time (the “Arrangement Agreement”), the actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and causing the performance by the Company of its obligations thereunder are hereby confirmed, ratified, authorized and approved.

(3) Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by securityholders of the Company or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Company are hereby authorized and empowered without further approval of any securityholders of the Company (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or Plan of Arrangement and (ii) not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).

(4) Any one director or officer of the Company is hereby authorized, empowered and instructed, acting for, in the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

A - 1

APPENDIX “B” - PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT
UNDER DIVISION 5 OF PART 9 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1
INTERPRETATION

Section 1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

"Arrangement" means the arrangement under Section 288 of the BCBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and Section 5.1, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement dated as of June 22, 2025 between the Purchaser and the Company (including the schedules thereto), as it may be amended, modified or supplemented from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B to the Arrangement Agreement.

"BCBCA" means the Business Corporations Act (British Columbia) and the regulations made thereunder, as promulgated or amended from time to time.

"Business Day" means a day other than a Saturday, a Sunday or any day on which major banks are closed for business in Vancouver, British Columbia or Toronto, Ontario.

"Circular" means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto and information incorporated by reference into such management information circular, to be sent to the Securityholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

"Common Shares" means the common shares in the capital of the Company, including any common shares issued upon the valid exercise of Options or Warrants or settlement of RSUs.

"Company" means Reyna Silver Corp.

B - 1

"Consideration" means $0.13 in cash per Common Share, without interest, to be paid to Shareholders, without interest.

"Court" means the Supreme Court of British Columbia.

"Depository" means TSX Trust Company in its capacity as depositary for the Arrangement, or such other person as the Company and the Purchaser agree to engage as depositary for the Arrangement.

"Dissent Rights" has the meaning specified in Section 3.1.

"Dissenting Holder" means a registered Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised by such holder.

"DRS Advice" means a Direct Registration System advice statement.

"Effective Date" means the date designated by the Company and the Purchaser by notice in writing as the effective date of the Arrangement, after all of the conditions of the Arrangement Agreement and the Final Order have been satisfied or waived.

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties agree upon in writing before the Effective Date.

"Equity Incentive Plan" means the long-term equity incentive plan of the Company, as approved by the Shareholders on June 28, 2022, as the same may be amended, restated or supplemented from time to time.

"Final Order" means the final order of the Court under Section 291 of the BCBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

"Governmental Authority" means any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government or governmental body and any division, agent, official, agency, commission, board or authority of any government, governmental body, quasi-governmental or private body (including the TSX, the TSXV or any other stock exchange) exercising any statutory, regulatory, expropriation or taxing authority under the authority of any of the foregoing and any domestic, foreign or international judicial, quasi-judicial or administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing.

"Interim Order" means the interim order of the Court under Section 291 of the BCBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other

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things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

"Laws" means all laws, statutes, treaties, conventions, codes, ordinances (including zoning), decrees, rules, regulations, by-laws, notices, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, settlements, writs, assessments, arbitration awards, rulings, determinations or awards, decrees or policies, guidelines, protocols or other requirements of any Governmental Authority having the force of law and any legal requirements arising under the common law or principles of law or equity, and the term "applicable" with respect to such Laws and, in the context that refers to any person, means such Laws as are applicable at the relevant time or times to such person or its business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over such person or its business, undertaking, property or securities.

"Letter of Transmittal" means the letter of transmittal sent to holders of Common Shares for use in connection with the Arrangement.

"Lien" means any mortgage, hypothec, prior claim, lease, sublease, easement, encroachment, servitude, lien, pledge, assignment for security, security interest, option, right of first offer or first refusal or other charge or encumbrance of any kind.

"Meeting" means the special meeting of Securityholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

"Option Agreement" means an agreement evidencing the terms of any Option.

"Optionholders" means holders of Options.

"Options" means any outstanding options to purchase Common Shares issued pursuant to the Equity Incentive Plan.

"Parties" means the Company and the Purchaser and "Party" means any one of them.

"person" includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a government or Governmental Authority or other entity, whether or not having legal status.

"Plan of Arrangement" means this plan of arrangement, and any amendments or variations made in accordance with the terms of the Arrangement Agreement and Section 5.1, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

"Purchaser" means Torex Gold Resources Inc.

"Purchaser Warrants" means the Warrants held by the Purchaser.

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"RSU Agreement" means an agreement evidencing the terms of any RSU.

"RSU Holder" means a holder of RSUs.

"RSUs" means any outstanding restricted share units of the Company issued pursuant to the Equity Incentive Plan.

"Securities Authority" means the Ontario Securities Commission and any other applicable securities commission or regulatory authority of a province or territory of Canada.

"Securityholders" means, collectively, the Shareholders, the Optionholders, the RSU Holders and the Warrantholders.

"Shareholders" means the registered or beneficial holders of the Common Shares, as the context requires.

"Tax Act" means the Income Tax Act (Canada).

Section 1.2 Certain Rules of Interpretation.

In this Plan of Arrangement, unless otherwise specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

(2) Currency. All references to dollars or to $ are references to Canadian dollars.

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(4) Certain Phrases and References, etc. The words "including," "includes" and "include" mean "including (or includes or include) without limitation," and "the aggregate of," "the total of," "the sum of," or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of". Unless stated otherwise, "Article" and "Section" followed by a number or letter mean and refer to the specified Article or Section of this Plan of Arrangement. The terms "Plan of Arrangement," "hereof," "herein" and similar expressions refer to this Plan of Arrangement (as it may be amended, modified or supplemented from time to time) and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

(5) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

(6) Computation of Time. For purposes of this Plan of Arrangement, a period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. (Vancouver time) on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. (Vancouver time) on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan

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of Arrangement by a person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

ARTICLE 2

THE ARRANGEMENT

Section 2.1 Arrangement

This Plan of Arrangement constitutes an arrangement under Section 288 of the BCBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.

Section 2.2 Binding Effect

This Plan of Arrangement and the Arrangement will become effective, and be binding on the Company, the Purchaser, all Securityholders (including Dissenting Holders), any agent or transfer agent therefor and the Depositary at and after the Effective Time, without any further act or formality required on the part of any person, except as expressly provided in this Plan of Arrangement. Other than as expressly provided for herein, no portion of this Plan of Arrangement shall take effect with respect to any Party or any other person until the Effective Time.

Section 2.3 Arrangement

Commencing at the Effective Time on the Effective Date, each of the following events shall occur and shall be deemed to occur sequentially in the order as set out below without any further authorization, act or formality of or by the Company, the Purchaser or any other person:

(1) each Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Equity Incentive Plan or any applicable Option Agreement in relation thereto, shall be deemed to be unconditionally vested and exercisable, and such Option shall be, without any further action by or on behalf of the holder of such Option, surrendered by the holder thereof to the Company (free and clear of all Liens) in exchange for a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option, and such Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary or the Purchaser shall be obligated to pay such Optionholder any amount in respect of such Option;

(2) concurrently with the step described in Section 2.3(1): (a) each Optionholder shall cease to be a holder of such Options; (b) each such Optionholder's name shall be removed from the applicable register maintained by the Company; (c) all Option Agreements shall be terminated and shall be of no further force and effect; and (d) each such Optionholder shall thereafter have only the right to receive the consideration to which they were entitled to receive pursuant to Section 2.3(1);

(3) each RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Equity Incentive Plan or any applicable RSU Agreement in relation thereto, shall be deemed to be unconditionally vested, and such RSU shall be, without any further action by or on behalf of the holder of such RSU, deemed to be assigned and transferred by such holder to the Company (free and clear of all Liens) in exchange for a cash payment equal to the Consideration, and such RSU shall be immediately cancelled;

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(4) concurrently with the step described in Section 2.3(3): (a) each RSU Holder shall cease to be a holder of such RSUs; (b) each such RSU Holder's name shall be removed from the applicable register maintained by the Company; (c) the Equity Incentive Plan and all RSU Agreements shall be terminated and shall be of no further force and effect; and (d) each such RSU Holder shall thereafter have only the right to receive the consideration to which they were entitled to receive pursuant to Section 2.3(3);

(5) each Warrant that is outstanding immediately prior to the Effective Time (other than the Purchaser Warrants), notwithstanding the terms of such Warrant, shall be, without any further action by or on behalf of the holder of such Warrant, surrendered by the holder thereof to the Company (free and clear of all Liens) in exchange for a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such Warrant, and such Warrant shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary or the Purchaser shall be obligated to pay such Warrantholder any amount in respect of such Warrant;

(6) concurrently with the step described in Section 2.3(5): (a) each Warrantholder shall cease to be a holder of such Warrants; (b) each such Warrantholder's name shall be removed from the applicable register maintained by or on behalf of the Company; (c) the certificate(s) representing the Warrants shall be cancelled and shall be of no further force and effect; and (d) each such Warrantholder shall thereafter have only the right to receive the consideration to which they were entitled to receive pursuant to Section 2.3(5);

(7) each outstanding Common Share held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens), and:

(a) such Dissenting Holder shall cease to have any rights as a Shareholder other than the right to be paid the fair value of its Common Shares by the Purchaser;

(b) the name of such Dissenting Holder shall be removed from the register of holders of Common Shares maintained by or on behalf of the Company; and

(c) the Purchaser shall be recorded on the register of holders of Common Shares maintained by or on behalf of the Company as the holder of such Common Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and

(8) each outstanding Common Share (other than (i) Common Shares held by any Dissenting Holder who has validly exercised such holder's Dissent Rights and (ii) Common Shares owned, directly or indirectly, by the Purchaser) shall be transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration, and

(a) the holder of such Common Share shall cease to have any rights as a Shareholder other than the right to be paid the Consideration in accordance with this Plan of Arrangement;

(b) the name of such holder shall be removed from the register of holders of Common Shares maintained by or on behalf of the Company; and

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(c) the Purchaser shall be recorded on the register of holders of Common Shares maintained by or on behalf of the Company as the holder of the Common Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens).

ARTICLE 3

DISSENT RIGHTS

Section 3.1 Dissent Rights

(1) Registered Shareholders may exercise dissent rights with respect to all Common Shares held by such holders ("Dissent Rights") in connection with the Arrangement pursuant to and in strict compliance with the procedures set forth in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order and this Section 3.1; provided that notwithstanding Section 242 of the BCBCA, that written objection to the Arrangement must be received by Company not later than 5:00 p.m. (Vancouver time) on the day that is two Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time).

(2) Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3 and, if they:

(a) are ultimately entitled to be paid fair value for such Common Shares, (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3); (ii) shall be entitled to be paid the fair value of such Common Shares by the Purchaser, which fair value shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Common Shares; or

(b) are ultimately not entitled, for any reason, to be paid fair value for such Common Shares, shall be deemed to have participated in the Arrangement on the same basis as Shareholders who have not exercised Dissent Rights in respect of such Common Shares and shall be entitled to receive the Consideration to which holders of Common Shares who have not exercised Dissent Rights are entitled under Section 2.3(8) hereof (less any amounts withheld pursuant to Section 4.3).

Section 3.2 Recognition of Dissenting Holders

(1) In no case shall the Company, the Purchaser or any other person be required to recognize a person exercising Dissent Rights unless such person is the registered Shareholder in respect of which such rights are sought to be exercised.

(2) In no case shall the Company, the Purchaser or any other person be required to recognize any Shareholder who exercises Dissent Rights as a Shareholder after the Effective Time.

(3) Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the Consideration to which Shareholders who have not exercised Dissent

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Rights are entitled under Section 2.3(8) hereof (less any amounts withheld pursuant to Section 4.3).

(4) For greater certainty, in addition to any other restrictions under Division 2 of Part 8 of the BCBCA or the Interim Order, none of the following persons shall be entitled to Dissent Rights: (a) Optionholders; (b) RSU Holders; (c) Warrantholders; and (d) Shareholders who vote or have instructed a proxyholder to vote their Common Shares in favour of the Arrangement Resolution.

ARTICLE 4

CERTIFICATES AND PAYMENTS

Section 4.1 Payment of Consideration

(1) Prior to the Effective Time, the Purchaser shall (a) deposit, or arrange to be deposited, for the benefit of the Shareholders (other than the Dissenting Holders), cash with the Depositary in the aggregate amount equal to the payments in respect of Common Shares (other than Common Shares held by Dissenting Holders) required by this Plan of Arrangement, with the amount per Common Share in respect of which Dissent Rights have been exercised being deemed to be the Consideration for this purpose, net of applicable withholdings for the benefit of the Shareholders, and (b) if agreed by the Parties, deliver, or arrange to be delivered to the Company, as a demand non-interest bearing loan by the Purchaser to the Company, cash in the aggregate amount equal to the payments in respect of Options, RSUs and Warrants required by Section 2.3 of this Plan of Arrangement. The cash deposited with the Depositary by or on behalf of the Purchaser shall be held in an interest-bearing account, and any interest earned on such funds shall be for the account of the Purchaser.

(2) Upon surrender to the Depositary for cancellation of a certificate and/or DRS Advice which immediately prior to the Effective Time represented outstanding Common Shares that were transferred pursuant to Section 2.3(8), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Shareholders represented by such surrendered certificate and/or DRS Advice shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the cash which such holder has the right to receive under the Arrangement for such Common Shares, less any amounts withheld pursuant to Section 4.3, and any certificate so surrendered shall forthwith be cancelled.

(3) As soon as reasonably practicable after the Effective Time, the Company shall deliver or cause to be delivered to such former holders of applicable Options, a cheque (or other form of immediately available funds) representing the cash amount that such holder is entitled to receive pursuant to Section 2.3(1), less applicable withholdings pursuant to Section 4.3.

(4) As soon as reasonably practicable after the Effective Time, the Company shall deliver or cause to be delivered to such former holders of applicable RSUs, a cheque (or other form of immediately available funds) representing the cash amount that such holder is entitled to receive pursuant to Section 2.3(3), less applicable withholdings pursuant to Section 4.3.

(5) As soon as reasonably practicable after the Effective Time, the Company shall deliver or cause to be delivered to such former holders of Warrants, a cheque (or other form of immediately available

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funds) representing the cash amount that such holder is entitled to receive pursuant to Section 2.3(5), less applicable withholdings pursuant to Section 4.3.

(6) Until surrendered as contemplated by this Section 4.1, each certificate and/or DRS Advice that immediately prior to the Effective Time represented Common Shares shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate and/or DRS Advice as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate and/or DRS Advice formerly representing Common Shares not duly surrendered on or before the sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all cash to which such former holder was entitled shall be deemed to have been surrendered to the Company and shall be paid over by the Depositary to the Company, or as directed in writing by the Company.

(7) Any payment made by way of cheque by the Depositary (or the Company) in accordance with this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Company) or that otherwise remains unclaimed, in each case, on or before the sixth (6th) anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Common Shares, Options, RSUs or Warrants in accordance with this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Company for no consideration.

(8) At the option of the Purchaser, any payment to a former holder of Options, RSUs or Warrants in accordance with this Plan of Arrangement that is an amount less than $10.00 may be required to be picked up from the Purchaser's office, as set forth in the Circular, following five (5) Business Days' prior notice thereof. Any such amount not picked up before the sixth (6th) anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable cash payment for the Options, RSUs or Warrants in accordance with this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Company for no consideration.

(9) No Securityholder shall be entitled to receive any consideration with respect to their Common Shares, Options RSUs or Warrants other than any cash payment to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1, and, for greater certainty, no such Securityholder shall be entitled to receive any interest, dividends, premium or other payment in connection therewith.

Section 4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more Common Shares that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the share register maintained by or on behalf of the Company, the Depositary shall issue in exchange for such lost, stolen or destroyed certificate, a cheque (or other form of immediately available funds) representing the cash amount to which such holder is entitled to receive for such Common Shares under this Plan of Arrangement in accordance with such holder's Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the person to whom such cash is to be

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delivered shall, as a condition precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Company and the Purchaser in a manner satisfactory to the Company and the Purchaser against any claim that may be made against the Company or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.3 Withholding Rights

Each of the Company, the Purchaser, the Depositary and any other person, as applicable, shall be entitled to deduct and withhold, or direct any other person to deduct and withhold on their behalf, from any amount otherwise payable or deliverable to any Securityholder and any other person under this Plan of Arrangement or the Arrangement Agreement, such amounts as are or may be required to be deducted and withheld with respect to such amount otherwise payable or deliverable under the Tax Act or any provision of any other applicable Law in respect of Taxes, and shall remit such deduction and withholding to the appropriate Governmental Authority. To the extent that amounts are so deducted, withheld and remitted, such deducted, withheld and remitted amounts shall be treated for all purposes hereof as having been paid to the person in respect of which such deduction and withholding was made.

Section 4.4 Calculations

All aggregate amounts of cash consideration to be received under this Plan of Arrangement will be calculated to the nearest cent ($0.01). All calculations and determinations made in good faith by the Company or the Purchaser or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding, absent manifest error.

Section 4.5 No Liens

Any exchange or transfer of securities in accordance with this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 4.6 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Common Shares, Options, RSUs and Warrants issued or outstanding prior to the Effective Time; (b) the rights and obligations of the Securityholders, the Company, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Common Shares, Options, RSUs or Warrants shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 5 AMENDMENTS

Section 5.1 Amendments

(1) The Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (a) set out in writing, (b) approved by the Company and the

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Purchaser, each acting reasonably, (c) filed with the Court and, if made following the Meeting, approved by the Court, and (d) communicated to the Securityholders if and as required by the Court.

(2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Meeting (provided that the Company or the Purchaser, as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting shall be effective only if (a) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (b) if required by the Court, approved by the Securityholders in the manner directed by the Court.

(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Securityholder.

(5) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 6

FURTHER ASSURANCES

Section 6.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

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APPENDIX "C" - INTERIM ORDER

(See attached.)

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SUPREME COURT OF BRITISH COLUMBIA VANCOUVER REGISTRY

JUL 09 2025

ENTERED

No. S-255079

Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT, S.B.C., 2002 C. 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING TOREX GOLD RESOURCES INC., REYNA SILVER CORP., AND THE SECURITYHOLDERS OF REYNA SILVER CORP.

REYNA SILVER CORP.

PETITIONER

ORDER MADE AFTER APPLICATION (INTERIM ORDER)

BEFORE

ASSOCIATE JUDGE

ROBERTSON

9/July/2025

ON THE APPLICATION of the Petitioner, Reyna Silver Corp. ("Reyna"), for an Interim Order under section 291 of the Business Corporations Act, S.B.C. 2002, c. 57, as amended (the "BCBCA") in connection with an arrangement involving Reyna, holders of Reyna common shares ("Reyna Shareholders"), holders of Reyna options ("Reyna Optionholders"), holders of Reyna warrants ("Reyna Warrantholders"), and holders of Reyna restricted share units "Reyna RSU Holders") (collectively, the "Reyna Securityholders"), and Torex Gold Resources Inc. ("Torex" or the "Purchaser") under section 288 of the BCBCA, without notice coming on for hearing at 800 Smithe Street, Vancouver, British Columbia on 9/July/2025 and on hearing Sam Macdonald, counsel for the Petitioner and upon reading the Affidavit No. 1 of Michael Wood made July 7, 2025 (the "Wood Affidavit");

THIS COURT ORDERS that:

DEFINITIONS

All capitalized terms used in this Interim Order, unless otherwise defined herein, shall have the respective meaning given to them in the Management Information Circular of Reyna

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to be dated as of July 9, 2025 (the "Information Circular"), a draft copy of which is in substantially final form and is attached as Exhibit "A" to the Wood Affidavit.

SPECIAL MEETING

The Petitioner, Reyna, be permitted and directed to convene, and hold a special meeting (the "Meeting") of the Reyna Securityholders, to inter alia consider and, if thought advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution") approving the proposed arrangement (the "Arrangement") and the plan of arrangement implementing the Arrangement (the "Plan of Arrangement") substantially in the form included as Appendix "B" to the Information Circular.
The Meeting shall be called, held and conducted on August 11, 2025, or such other date as may result from postponement or adjournment in accordance with paragraph 6 of this Interim Order at 10:00 a.m. (Vancouver time) at 15th floor, 1111 West Hastings Street, Vancouver, BC, V6E 2J3.
The Meeting shall be called, held and conducted in accordance with the provisions of the BCBCA, the notice of articles and articles of Reyna and applicable securities laws, and subject to the terms of this Interim Order and any further Order of this Court, and the rulings and directions of the Chair of the Meeting, such rulings and directions not to be inconsistent with this Interim Order, and to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating or governing or collateral to the common shares of Reyna, or the articles of Reyna, this Interim Order shall govern.

AMENDMENTS

The Petitioner is authorized to make, in the manner contemplated by and subject to the proposed arrangement agreement between Reyna and Torex the to be dated on or about June 22, 2025 (the "Arrangement Agreement") and Plan of Arrangement, as applicable; such amendments, revisions or supplements to the Arrangement Agreement, Arrangement, Plan of Arrangement, notice of special meeting for the Meeting or the Circular as it may determine without any additional notice to Reyna Securityholders or any further Order of this Court. The Arrangement Agreement, Arrangement and Plan of Arrangement as so amended, revised or supplemented shall be the Arrangement Agreement, Arrangement and Plan of Arrangement that are the subject of the Arrangement Resolution.

ADJOURNMENTS AND POSTPONEMENTS

The board of directors of Reyna (the "Board") by resolution shall be entitled to adjourn or postpone the Meeting on one or more occasions without the necessity of first convening the Meeting or first obtaining any vote of the Reyna Securityholders regarding the adjournment or postponement and without the need for approval of the Court. Notice of

16284442.1

any such adjournment or postponement shall be given by press release, newspaper advertisement, or by notice sent to the Reyna Securityholders by one of the methods specified in paragraph 9 of this Interim Order, as determined by the Board to be the most appropriate method of communication.

RECORD DATE

The record date (the "Record Date") for determining Reyna Securityholders entitled to receive notice of, and to vote at the Meeting is the close of business on July 7, 2025.
The Record Date will not change in respect of any adjournments or postponements of the Meeting.

NOTICE OF MEETING

The (i) notice of the Meeting; (ii) the Information Circular (including, amongst other things, a copy of the Petition and this Interim Order); (iii) the Plan of Arrangement; (iv) the Notice of final hearing of the Petition; and (v) the form of proxy or voting instruction form for use by the Reyna Securityholders (collectively, the "Meeting Materials"), in substantially the same form contained as Exhibits "A" to "C" to the Wood Affidavit, with such amendments and inclusions thereto as the Board may deem necessary or desirable, provided that such amendments and inclusions are not inconsistent with the terms of this Interim Order or the Arrangement Agreement, shall be sent to:

(a) the Reyna Securityholders as they appear on the securities register(s) of Reyna on the Record Date, such Meeting Materials to be sent at least twenty-one (21) days prior to the date of the Meeting, by one of the following methods:

(i) by prepaid ordinary or airmail addressed to the Reyna Securityholder at his/her, or its address as it appears on the applicable securities registers of Reyna as at the Record Date;

(ii) by delivery in person or by delivery to the addresses specified in paragraph (i) above; or

(iii) by email or facsimile transmission to the email address or facsimile number as it appears on the applicable security registers of corporate records of Reyna as at the Record Date;

(b) the directors and auditors of Reyna by mailing the Meeting Materials by email or facsimile transmission, to such persons at least twenty-one (21) days prior to the date of the Meeting; and

(c) in the case of non-registered Reyna Shareholders, by sending copies of the Meeting Materials to intermediaries and registered nominees to facilitate the distribution of the Meeting Materials to beneficial owners in accordance with National

Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators at least three (3) business days prior to the twenty-first (21st) day prior to the date of the Meeting.

Delivery of the Meeting Materials as ordered herein shall constitute compliance with the requirements of section 290(1)(a) of the BCBCA and the requirement of section 290(1)(b) of the BCBCA to include certain disclosures in any advertisement of the Meeting is waived.
The sending of the Meeting Materials, which includes the Petition, Notice of Hearing of Petition for Final Order, and the Interim Order (collectively, the “Court Materials”) in accordance with any method permitted for notice to Reyna Securityholders as set forth in paragraph 9 above shall constitute good and sufficient service of such Court Materials upon all who may wish to appear in these proceedings, and no other service need be made and no other material need to be served on persons in respect of these proceedings except upon written request to the solicitors for Reyna at their address for service set out in the Petition. In particular, service of the Petition and any supporting affidavits is dispensed with.
The accidental failure or omission to give notice to, or the non-receipt of such notices by; or any failure or omission to give such notice as a result of events beyond the reasonable control of Reyna (including, without limitation, any inability to use postal services) to any one or more of the persons specified in paragraph 9 of this Interim Order shall not constitute a breach of this Interim Order nor a defect in the calling of the Meeting, and shall not invalidate any resolution passed or proceeding taken at the Meeting, but if any such failure or omission is brought to the attention of Reyna then it shall use reasonable best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
Reyna be at liberty to give notice of this application to persons outside the jurisdiction of this Court in the manner specified herein.

DEEMED RECEIPT OF NOTICE

The Meeting Materials shall be deemed, for the purposes of this Interim Order, to have been received:

(a) in the case of mailing, the day, Saturdays and holidays excepted, following the date of mailing;

(b) in the case of delivery in person, upon receipt thereof at the intended recipient’s address or, in the case of delivery by courier, one (1) business day after receipt by the courier;

(d) in the case of advertisement, at the time of publication of the advertisement;

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(e) in the case of electronic filing on SEDAR+, upon the transmission thereof; and
(f) in the case of beneficial Reyna Shareholders, three (3) days after delivery thereof to intermediaries and registered nominees.

UPDATING MEETING MATERIALS

Notice of any amendments, updates or supplement to any of the information provided in the Meeting Materials may be communicated to the Reyna Securityholders or other persons entitled thereto by press release, news release, newspaper advertisement or by notice sent to the Reyna Securityholders by any of the means set forth in paragraph 9 herein, as determined to be the most appropriate method of communication by the Board.

QUORUM AND VOTING

One person who is, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least 5% of the issued Reyna Common Shares will constitute a quorum for the Meeting.
At the Meeting, the votes shall be taken on the following bases:

(a) Each registered Reyna Shareholder whose name is entered on the central securities register of Reyna as at the close of business on the Record Date is entitled to one (1) vote for each Reyna Common share registered in his, her or its name;
(b) Each Reyna Optionholder of record holding Reyna Options as at the close of business on the Record Date is entitled to one (1) vote for each Reyna Option registered in his or her name on the list of Reyna Optionholders;
(c) Each Reyna Warrantholder of record holding Reyna Warrants as at the close of business on the Record Date is entitled to one (1) vote for each Reyna Warrant registered in his, her or its name on the list of Reyna Warrantholders; and
(d) Each Reyna RSU Holder of record holding Reyna RSUs as at the close of business on the Record Date is entitled to one (1) vote for each Reyna RSU registered in his or her name on the list of Reyna RSU Holders.

In order to become effective, the Arrangement Resolution must be approved by not less than:

(a) 66⅔% of the votes cast by the Reyna Shareholders present in person or represented by proxy at the Meeting;
(b) 66⅔% of the votes cast by the Reyna Securityholders present in person or represented by proxy at the Meeting, voting together as members of a single class; and

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(c) A majority of the votes cast by Reyna Shareholders present in person or represented by proxy at the Meeting, excluding votes attached to the Excluded Shares and any Reyna Common Shares beneficially owned, directly or indirectly by any other person described in items (a) through (d) of section 8.1(2) of MI 61-101.

SCRUTINEER

A representative of Reyna's registrar and transfer agent (or any agent thereof) is authorized to act as a scrutineer for the Meeting.

SOLICITATION OF PROXIES

Reyna is authorized to use the forms of proxy in connection with the Meeting, in substantially the same form contained in Exhibit "C" to the Wood Affidavit and Reyna may in its discretion waive generally the time limits for deposit of proxies by Reyna Shareholders if Reyna deems it reasonable to do so. Reyna and Torex are authorized to solicit proxies; directly and through their officers, directors and employees, and through such agents or representatives as either of them may retain for that purpose, and by mail or such other forms of personal or electronic communication as either of them may determine.
The procedure for the use of proxies at the Meeting shall be as set out in the Meeting Materials.

PERMITTED ATTENDEES

The only persons entitled to attend the Meeting shall be:

(a) the registered Reyna Securityholders as at 5 p.m. (Vancouver time) on the Record Date, or their respective proxyholders;

(b) directors, officers, auditors and advisors of Reyna;

(d) other persons with the prior permission of the Chair of the Meeting.

DISSENT RIGHTS

Each registered Reyna Shareholder (a "Registered Reyna Shareholder") will have the right to dissent in respect of the Arrangement Resolution in accordance with the provisions of sections 237-247 of the BCBCA, as modified by this Interim Order and the Arrangement.
Registered Reyna Shareholders will be the only Reyna Shareholders entitled to exercise rights of dissent. A beneficial holder of Reyna Common Shares registered in the name of a broker, custodian, trustee, nominee or other intermediary who wishes to dissent must make arrangements for the Registered Reyna Shareholder to dissent on behalf of the

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beneficial holder of Reyna Common Shares or, alternatively, make arrangements to become a Registered Reyna Shareholder.

In order for a Registered Reyna Shareholder to exercise such right of dissent (the "Dissent Rights"):

(a) a Dissenting Reyna Shareholder must deliver a written notice of dissent (the "Notice of Dissent"), which must be received by Reyna c/o Dumoulin Black LLP, Attn: Brian Lindsay, 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3, or [email protected] by no later than 5:00 pm (Vancouver time) on August 7, 2025 or, in the case of any adjournment or postponement of the Meeting, the date which is two (2) days prior to the date of the Meeting;

(b) a Notice of Dissent must specify the name and address of the Registered Reyna Shareholder, the number of Reyna Common Shares in respect of which the Notice of Dissent is being given (the "Notice Shares") and whichever of the following is applicable:

(i) if the Notice Shares constitute all of the Reyna Common Shares of which the Dissenting Reyna Shareholder is both the registered and beneficial owner and the Dissenting Reyna Shareholder holds no other Reyna Common Shares as beneficial owner, a statement to that effect;

(ii) if the Notice Shares constitute all of the Reyna Common Shares of which the Dissenting Reyna Shareholder is both the registered and beneficial owner but the Dissenting Reyna Shareholder owns additional Reyna Common Shares, a statement to that effect and the names of the Registered Reyna Shareholders of such additional Reyna Common Shares, the number of such additional Reyna Common Shares held by each of those Registered Reyna Shareholders and a statement that Notices of Dissent are being, or have been, sent with respect to all such additional Reyna Common Shares; or

(iii) if the Dissent Rights are being exercised by a Reyna Common Shareholder on behalf of another person who is the beneficial owner of the Notice Shares (the "Dissenting Owner"), a statement to that effect and name and address of the Dissenting Owner and a statement that the Registered Reyna Shareholder is dissenting with respect to all Reyna Common Shares of the Dissenting Owner that are registered in such registered Reyna Shareholder's name;

(c) A Registered Reyna Shareholder may only exercise Dissent Rights in respect of all and not less than all, of its Reyna Common Shares;

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(d) A Registered Reyna Shareholder must not vote in favour of the Arrangement Resolution any Reyna Common Shares registered in its name in respect of which the Registered Reyna Shareholder has given a Notice of Dissent. A vote against the Arrangement Resolution or a withholding of votes does not constitute a written Notice of Dissent; and

(e) The exercise of such Dissent Rights must otherwise comply with the requirements of sections 237-247 of the BCBCA, as modified by the Plan of Arrangement, this Interim Order, and the Final Order.

Notice to the Reyna Shareholders of their Dissent Rights with respect to the Arrangement Resolution will be given by including information with respect to the Dissent Rights in the Information Circular.
Subject to further order of this Court, the rights available to the Reyna Shareholders under the BCBCA and the Plan of Arrangement to dissent will constitute full and sufficient Dissent Rights for the Reyna Shareholders.

APPLICATION FOR THE FINAL ORDER

Unless the Board by resolution determines to terminate the Arrangement Agreement in accordance with its terms, upon the approval, with or without variation by the Reyna Securityholders, in the manner set forth in this Interim Order, the Petitioner may apply to this Court for an order (the "Final Order"):

(a) pursuant to section 291(4)(c) of the BCBCA, declaring that the Arrangement, including the terms and conditions thereof and the issuances, exchanges and/or adjustments of securities contemplated therein, is fair and reasonable to the Reyna Securityholders; and

(b) pursuant to section 291(4)(a) of the BCBCA, approving the Arrangement, including the terms and conditions thereof and the issuances, exchanges and/or adjustments of securities contemplated therein,

and that the application for the Final Order (the "Final Application") be set down for hearing before the presiding Judge in Chambers at the Courthouse at 800 Smithe Street, Vancouver, British Columbia, on or about August 15, 2025, at 9:45 a.m. (Vancouver time), or as soon thereafter as the Court may direct or counsel for Reyna may be heard, and that Reyna be at liberty to proceed with the Final Application on that date.

Any Reyna Securityholder, any director or auditor of Reyna, or any other interested party with leave of the Court desiring to support or oppose the application may appear and make submissions at the Final Application provided that such person must:

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(a) File a Response to Petition, in the form prescribed by the Supreme Court Civil Rules, together with any evidence or material which is to be presented to the Court at the hearing of the Final Application; and

(b) Deliver the filed Response to Petition together with a copy of any evidence or material which is to be presented to the Court at the hearing of the Final Application, to the Petitioners' counsel at:

Whitelaw Twining Law Corporation
2400-200 Granville Street
Vancouver BC V6C 1S4
Attention: Nicole Chang

by or before 4:00 p.m. (Vancouver time) on August 13, 2025.

The only persons entitled to notice of any further proceedings herein, including any hearing to sanction and approve the Arrangement, and to appear and be heard thereon, shall be the solicitors for Reyna and persons who have filed and delivered a Response to Petition in accordance with this Interim Order.
Subject to other provisions in this Interim Order, no material other than that contained in the Circular need be served on any persons in respect of these proceedings. In particular, services of the Petition herein and accompanying affidavit and additional affidavits as may be filed is dispensed with.
If the Final Application is adjourned, only those persons who have filed and delivered a Response to Petition in accordance with this Order need to be served and provided with notice of the adjourned date.

VARIANCE

Reyna shall be entitled, at any time, to apply to vary this Order.
Rules 8-1 and 16-1(8) – (12) will not apply to any further applications in respect of this proceeding, including the Final Application and any application to vary this Interim Order.
Reyna shall, and hereby has liberty to apply for such further orders as may be appropriate.

10 -
To the extent of any inconsistency or discrepancy between this Interim Order and the Information Circular, the BCBCA, applicable Securities Laws or the articles of Reyna, this Interim Order will govern.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Signature of lawyer for the Petitioner
Reyna Silver Corp.
Sam Macdonald

By the Court

Registrar

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APPENDIX "D" - NOTICE OF HEARING AND PETITION

(See attached.)

D - 1

VANCOUVER JUL 09 2025

No. S-255079

Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT, S.B.C. 2002, C.57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING TOREX GOLD RESOURCES INC., REYNA SILVER CORP., THE SECURITYHOLDERS OF REYNA SILVER CORP.

REYNA SILVER CORP.

PETITIONER

NOTICE OF HEARING

TAKE NOTICE that a hearing for the orders sought in paragraph 2 of the Petition to the Court of Reyna Silver Corp. dated July 7, 2025, will be heard at the courthouse at 800 Smithe Street, Vancouver, British Columbia, V6Z 2E1 on August 15, 2024, at 9:45 a.m.

Date of hearing

Notice of the hearing will be given in accordance with the Interim Order of Associate Judge Robertson dated July 9, 2025.

Duration of hearing

The Petitioner estimates that the hearing will take 15 minutes.

Jurisdiction

This matter is not within the jurisdiction of an associate judge.

Dated: 09/July/2025

Signature of lawyer for the petitioner

Sam Macdonald

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S=255079

No. Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT, S.B.C., 2002 C. 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING TOREX GOLD RESOURCES INC., REYNA SILVER CORP., THE SECURITYHOLDERS OF REYNA SILVER CORP.

REYNA SILVER CORP.

PETITIONER

PETITION TO THE COURT

ON NOTICE TO:

This petition is without notice.

The petitioner estimates that the hearing of the petition will take 15 minutes.

This matter is not an application for judicial review.

This proceeding is brought for the relief set out in Part 1 below, by Reyna Silver Corp. ("Reyna", or the "Company")

If you intend to respond to this petition, you or your lawyer must

(a) file a response to petition in Form 67 in the above-named registry of this court within the time for response to petition described below, and
(b) serve on the petitioner

(i) 2 copies of the filed response to petition, and
(ii) 2 copies of each filed affidavit on which you intend to rely at the hearing.

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Orders, including orders granting the relief claimed, may be made against you, without any further notice to you, if you fail to file the response to petition within the time for response.

TIME FOR RESPONSE TO PETITION

A response to petition must be filed and served on the petitioner,

(a) if you were served with the petition anywhere in Canada, within 21 days after that service,

(b) if you were served with the petition anywhere in the United States of America, within 35 days after that service,

(d) if the time for response has been set by order of the court, within that time.

| 1. | The address of the registry is: | 800 Smithe Street
Vancouver, BC V6Z 2E1 |
| --- | --- | --- |
| 2. | The ADDRESS FOR SERVICE of the petitioner is: | Whitelaw Twining Law Corporation
2400 – 200 Granville Street
Vancouver, BC V6C 1S4
Attn: Nicole Chang |
| | Fax number for service (if any) of the petitioner: | 604-682-5217 |
| | E-mail address for service (if any) of the petitioner: | [email protected]
[email protected] |
| 3. | The name and office address of the petitioner’s lawyer is: | Whitelaw Twining Law Corporation
2400 – 200 Granville Street
Vancouver, BC V6C 1S4
Attn: Nicole Chang |

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CLAIM OF THE PETITIONER

Part 1: ORDERS SOUGHT

The Petitioner, Reyna, applies pursuant to sections 186, 288 and 291 of the Business Corporations Act, S.B.C. 2002, c. 57, as amended (the “BCBCA”) and Rules 1-2(4), 2(-1(2)(b), 4-4, 4-5, and 16-1 of the Supreme Court Civil Rules for:

An ex parte interim order (the “Interim Order”), substantially in the form of the draft order attached as Schedule 1 to this Petition, in connection with an arrangement (the “Arrangement”) involving Reyna, holders (“Reyna Shareholders”) of Reyna common shares (“Reyna Common Shares”), holders (the “Reyna Optionholders”) of Reyna options (“Reyna Options”), holders (the “Reyna Warrantholders”) of Reyna warrants (“Reyna Warrants”), and holders (the “Reyna RSU Holders”) of Reyna restricted share units (“Reyna RSUs”) (collectively, the “Reyna Securityholders”), and Torex Gold Resources Inc. (“Torex”, or the “Purchaser”), proposed by the Petitioner in the plan of arrangement (the “Plan Arrangement”) substantially in the form attached as Appendix “B” to the management information circular (the “Circular”) of Reyna, a draft of which is attached as Exhibit “A” to the affidavit of Michael Wood, made July 7, 2025 (the “Wood Affidavit”), and filed for:

(a) The convening and conduct by the Petitioner, Reyna, of a special meeting (the “Meeting”) of the Reyna Securityholders, to be held at 10:00 a.m. (Vancouver Time) on August 11, 2025 at 15th floor, 1111 West Hastings Street, Vancouver, British Columbia, subject to any adjournment or adjournments thereof, to consider, inter alia, and if thought advisable, to pass, without or without variation, a special resolution (the “Arrangement Resolution”) approving the proposed Arrangement under Division 5 of Part 9 of the BCBCA, to transact such further or other business as may properly come before the Meeting and any postponement or adjournment thereof; and

(b) The giving of notice of the Meeting and the provision of materials regarding the Arrangement of the Reyna Securityholders.

A final order (the “Final Order”) that:

(a) The Arrangement, including the terms and conditions thereof and the proposed issuance and exchange of securities contemplated therein, be declared fair and reasonable; and

(b) The Arrangement be approved.

Such further and other relief as counsel for the Petitioner may advise and the Court may deem just.

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Part 2: FACTUAL BASIS

Reyna

Reyna is a junior exploration mining company duly incorporated in British Columbia with a registered and records office at 1900 – 10140 West Georgia Street, Vancouver, British Columbia, V6E 4H3.
Reyna is a reporting issuer in British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, and Saskatchewan. The Reyna Common Shares are listed for trading on the TSXV under the symbol: "RSLV.V", and on the OTCQX under the symbol: "RSNVF".
Reyna's authorized capital consists of an unlimited number of common shares without par value.
As of July 7, 2025 (the "Record Date"), there were:

(a) 264,416,822 Reyna Common Shares outstanding;
(b) 9,378,231 Reyna Options outstanding;
(c) 120,988,571 Reyna Warrants outstanding; and
(d) 2,550,000 Reyna RSUs outstanding.

Torex

Torex is a gold mining company duly incorporated in Ontario with its head office at 130 King St. West, Suite 740, Exchange Tower, Toronto, Ontario.
Torex is a reporting issuer in British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Quebec, Saskatchewan, and Yukon.
The common shares of Torex are listed for trading on the TSXV under the symbol: "TXG".

Overview of the Arrangement

Reyna and Torex have entered into arrangement agreement dated June 22, 2025 (the "Arrangement Agreement"), pursuant to which Torex will acquire all of the issued and outstanding Reyna Common Shares, pursuant to the Plan of Arrangement under section 288 of the BCBCA (the "Arrangement").
The mechanics of the Arrangement are as follows. Commencing at the Effective Time, each of the following events shall occur and shall be deemed to occur sequentially as set out

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below without any further authorization, act or formality of or by Reyna, Torex, or any other person:

(a) Each Reyna Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Equity Incentive Plan or any applicable Option Agreement in relation thereto, shall be deemed to be unconditionally vested and exercisable, and such Reyna Option shall be, without any further action by or on behalf of the holder of such Reyna Option, surrendered by the holder thereof to the Company (free and clear of all Liens) in exchange for a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such Reyna Option, and such Reyna Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary or the Purchaser shall be obligated to pay such Reyna Optionholder any amount in respect of such Reyna Option;

(b) Concurrently with the step described in (a) above: (i) each Reyna Optionholder shall cease to be a holder of such Reyna Options; (ii) each such Reyna Optionholder's name shall be removed from the applicable register maintained by the Company; (iii) all Option Agreements shall be terminated and shall be of no further force and effect; and (iv) each such Reyna Optionholder shall thereafter have only the right to receive the consideration to which they were entitled to receive pursuant to (a) above;

(c) Each Reyna RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Equity Incentive Plan or any applicable RSU Agreement in relation thereto, shall be deemed to be unconditionally vested, and such Reyna RSU shall be, without any further action by or on behalf of the holder of such Reyna RSU, deemed to be assigned and transferred by such holder to the Company (free and clear of all Liens) in exchange for a cash payment equal to the Consideration, and such Reyna RSU shall be immediately cancelled;

(d) Concurrently with the step described in (c) above: (i) each Reyna RSU Holder shall cease to be a holder of such Reyna RSUs; (ii) each such Reyna RSU Holder's name shall be removed from the applicable register maintained by the Company; (iii) the Equity Incentive Plan and all RSU Agreements shall be terminated and shall be of no further force and effect; and (iv) each such Reyna RSU Holder shall thereafter have only the right to receive the consideration to which they were entitled to receive pursuant to (c) above;

(e) Each Reyna Warrant that is outstanding immediately prior to the Effective Time (other than the Purchaser Warrants), notwithstanding the terms of such Reyna Warrant, shall be, without any further action by or on behalf of the holder of such Warrant, surrendered by the holder thereof to the Company (free and clear of all Liens) in exchange for a cash payment equal to the amount (if any) by which the

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Consideration exceeds the exercise price of such Reyna Warrant, and such Reyna Warrant shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary or the Purchaser shall be obligated to pay such Reyna Warrantholder any amount in respect of such Reyna Warrant;

(f) Concurrently with the step described in (e) above: (i) each Reyna Warrantholder shall cease to be a holder of such Reyna Warrants; (ii) each such Reyna Warrantholder’s name shall be removed from the applicable register maintained by or on behalf of the Company; (iii) the certificate(s) representing the Reyna Warrants shall be cancelled and shall be of no further force and effect; and (iv) each such Reyna Warrantholder shall thereafter have only the right to receive the consideration to which they were entitled to receive pursuant to (e) above;

(g) Each outstanding Reyna Common Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens), and:

(i) such Dissenting Shareholder shall cease to have any rights as a Shareholder other than the right to be paid the fair value of its Reyna Common Shares by the Purchaser;

(ii) the name of such Dissenting Shareholder shall be removed from the register of holders of Reyna Common Shares maintained by or on behalf of the Company; and

(iii) the Purchaser shall be recorded on the register of holders of Reyna Common Shares maintained by or on behalf of the Company as the holder of such Reyna Common Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and

(h) Each outstanding Reyna Common Share (other than (i) Reyna Common Shares held by any Dissenting Shareholder who has validly exercised such holder’s Dissent Rights and (ii) Reyna Common Shares owned, directly or indirectly, by the Purchaser) shall be transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration, and

(i) the holder of such Reyna Common Share shall cease to have any rights as a Reyna Shareholder other than the right to be paid the Consideration in accordance with this Plan of Arrangement;

(ii) the name of such holder shall be removed from the register of holders of Reyna Common Shares maintained by or on behalf of the Company; and

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(iii) the Purchaser shall be recorded on the register of holders of Reyna Shares maintained by or on behalf of the Company as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens).

Background to the Arrangement

The following is a summary of the material events that preceded the execution and public announcement of the Arrangement Agreement:

(a) On November 22, 2024, Reyna and Torex entered into a confidentiality agreement.

(b) On January 23, 2025, the Company released drill results from the Gryphon Summit Project. The Company was unable to deliver meaningful drilling results since 2023 at its Batopilas Project.

(c) On January 29, 2025, Reyna announced a $3 million non-brokered private placement, which closed in four tranches for gross proceeds of $3,027,972 (the “2025 Private Placement”). The 2025 Private Placement consisted of units of the Company (“Units”) at a price of $0.075 per Unit. Each Unit consisted of one common share and one Share and one Warrant with an exercise price of $0.12. This was the lowest priced offering in the history of the Company and was highly dilutive to existing Shareholders. Furthermore, the proceeds from the 2025 Private Placement were not sufficient to maintain the Company’s property portfolio or conduct any meaningful work at the Company’s properties.

(d) Thereafter, Reyna was facing challenging market conditions to raise the required capital to continue to explore its property portfolio. Reyna started to look for new sources of capital that would be less dilutive to Shareholders;

(e) Following the fall in Reyna’s share price in early 2025, discussions with Torex continued, regarding an investment in Reyna. Torex conducted site visits of Reyna’s projects in April 2025;

(f) On May 21, 2025, the Company entered into a non-binding letter (the “Letter of Intent”) of intent providing for exclusivity until the close of business on June 21, 2025 (the “Exclusivity Period”). Pursuant to the Letter of Intent, the Purchaser proposed to acquire the Company pursuant to a court-approved plan of arrangement, or other alternative transaction structure, and that the price per share would be negotiated between the parties during the Exclusivity Period in the context of the market in connection with entering into the Arrangement Agreement (the “Proposed Transaction”);

(g) On June 6, 2025, the Company engaged DuMoulin Black to provide legal advice and assist the Company in negotiations with respect to the Proposed Transaction;

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(h) In order to facilitate consideration of the Proposed Transaction and ensure fair consideration was given to it, and in recognition of the potential or perceived conflict of interest in the participation of the CEO and CFO in evaluating the Proposed Transaction, the Board formed the Special Committee on June 12, 2025. The Special Committee was comprised of Peter R. Jones, Alexander Langer, and Evaristo Trevino, each of whom was determined by the Board to be a disinterested director. The Special Committee’s mandate included, among other things, to review, supervise and make recommendations to the Board in respect of the process to be carried out by the Company in evaluating the Proposed Transaction and, if deemed advisable to proceed with the Proposed Transaction, to negotiate the terms thereof and oversee its implementation and execution. The Special Committee subsequently engaged Founders LLP to provide independent legal advice and to assist the Company in any negotiations with respect to the Proposed Transaction;

(i) On June 12, 2025, the Special Committee engaged Evans & Evans (“E&E”) to act as financial advisor in connection with the Arrangement and to prepare a fairness opinion in relation to the Proposed Transaction;

(j) In the course of its review and evaluation of the Proposed Transaction, the Board and the Special Committee held both formal and informal meetings, including consultation with management and legal and financial advisors;

(k) Between June 9, 2025 and June 22, 2025, external legal counsel for the Purchaser provided the Company with drafts of the Arrangement Agreement, Concurrent Financing Subscription Agreement, Voting and Support Agreement and Plan of Arrangement. Between June 9, 2025 and June 22, 2025, the terms of the various definitive agreements were negotiated and drafts were exchanged between DuMoulin Black and EKB, on the one hand, and external counsel to the Purchaser on the other hand;

(l) On June 20, 2025, E&E delivered its oral opinion to the effect that, based upon and subject to the assumptions, limitations qualifications and other matters stated in the Fairness Opinion, E&E is of the opinion that the consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders (other than the Purchaser);

(m) On June 20, 2025 following receipt of the oral Fairness Opinion, the Special Committee met to discuss the key terms and conditions of the draft transaction agreements and the status of negotiations with the Purchaser. In the course of such deliberations, the Special Committee reviewed and considered the interests of the Company and its stakeholders;

(n) After consideration of the above factors, the Special Committee unanimously determined to recommend to the Board that it (i) determine that the Arrangement

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is in the best interests of the Company; (ii) determine that the Consideration is fair to the Shareholders; (iii) approve the Arrangement; and (iv) recommend that the Shareholders vote FOR the Arrangement Resolution;

(o) After receiving the recommendation of the Special Committee, the Board received and considered the recommendations of the Special Committee and the E&E Fairness Opinion. After deliberations, including the Board’s thorough review of, among other things, the terms of the Arrangement and factors and risks associated with the Arrangement, the interests of the Company and the stakeholders in the Company, the Board unanimously (i) determined that the Arrangement is in the best interests of the Company; (ii) determined that the Consideration is fair to the Shareholders; (iii) approved the Arrangement; and (iv) recommended that the Shareholders vote FOR the Arrangement Resolution;

(p) The Arrangement Agreement, Voting and Support Agreements, Concurrent Private Placement Subscription Agreement and ancillary documents were finalized by DuMoulin Black, EKB and external counsel to the Purchaser following the Board meeting and executed copies were exchanged by the Company and the Purchaser on June 22, 2025. The Proposed Transaction was announced on June 23, 2025;

(q) On June 20, 2025, E&E provided a written fairness opinion for inclusion in the Circular, that, based upon their analysis (as set out in the Fairness Opinion), assumptions, limitations and other relevant factors, the Consideration to be received by Shareholders is fair from a financial point of view to such Shareholders;

No Creditor Impact

The Arrangement does not contemplate a compromise of any debt or debt instruments of Reyna and no creditor of Reyna will be materially affected by the Arrangement.

Reasons and Support for the Arrangement

In making the determination to unanimously recommend to the Board the approval of the Arrangement Agreement, and in resolving to approve the Arrangement Agreement, the Special Committee and the Board, respectively, carefully considered all aspects of the Arrangement and received advice from financial and legal advisors.
The following is a summary of the principal reasons for the Special Committee’s determination to unanimously recommend approval of the Arrangement to the Board, and in the Board’s determination to approve the Arrangement Agreement:

(a) Compelling Value and Immediate Liquidity – The Consideration provides shareholders with immediate value and is of particular benefit given the limited trading volume, the financial challenges facing the Company and the lack of liquidity in the Shares. The Consideration represents an approximately

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44.44/52.94% premium to the closing price of the Shares on the TSXV on June 20, 2025, the last trading day immediately prior to the announcement of the Arrangement.

(b) All Cash Consideration – The Consideration to be received by the Shareholders pursuant to the Arrangement is comprised entirely of cash, which allows such Shareholders to crystalize the premium discussed above while achieving certainty of value and liquidity without ongoing exposure to the risks which the Company faces on a standalone basis.

(c) Concurrent Financing. In connection with the Proposed Transaction, the Purchaser subscribed for units of the Company for a total investment amount of $1.1 million in a non-brokered private placement. The proceeds from the Concurrent Financing have and will be used to make certain payments relating to the Company’s property option agreements in Nevada.

(d) Strategic Process and Negotiated Transaction – The Proposed Transaction was the result of a comprehensive negotiation process with the Purchaser, which ultimately secured for the Company the best offer available to Securityholders, in the circumstances.

(e) Other Factors – The Special Committee and the Board also considered the Arrangement with reference to the financial condition and results of operations of the Company, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and pursuing those alternatives in light of current market conditions, and the Company’s financial position, including the Company’s ability to continue as a going concern and otherwise execute on its business strategies.

(f) Special Committee and Board Oversight – The Arrangement and the Arrangement Agreement are the result of a robust negotiation process that was undertaken with the oversight and participation of the Special Committee, as advised by independent and highly qualified legal and financial advisors, which resulted in an agreement with terms and conditions that provide the Shareholders (other than the Purchaser) with significant, immediate and certain value, on terms that are reasonable in the judgment of the Special Committee and the Board.

(g) Fairness Opinion – The Special Committee obtained a fairness opinion from E&E which opinion concluded that, as of June 20, 2025, based upon and subject to the assumptions made, procedures followed, matters considered and the limitations and qualifications set out therein, the Consideration to be received by Shareholders (other than the Purchaser) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. The fees payable to E&E for the Fairness Opinion were not contingent upon the conclusion reached by E&E being favourable to the Arrangement.

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(h) Ability to Respond to Superior Proposals – The Arrangement Agreement permits the Board, in the exercise of its fiduciary duties, to respond, prior to the Meeting, to certain Acquisition Proposals that are or could reasonably be expected to constitute or lead to a Superior Proposal.

(i) Support for the Transaction – Each of the Supporting Securityholders have entered into Voting Support Agreements, pursuant to which they have agreed to, among other things, vote their Shares, representing an aggregate of approximately [7.7]% of the outstanding Shares and an aggregate of approximately [10.8]% of the outstanding Reyna Shares, Options, Warrants and RSUs, in favour of the Arrangement Resolution at the Meeting.

(j) Reasonable Break Fee – The break fee payable by the Company, being $1,400,000 where the Arrangement Agreement is terminated in certain other circumstances, is reasonable and payable only in customary and limited circumstances. In the view of the Special Committee and the Board, the break fee would not preclude a third party from potentially making a Superior Proposal.

(k) Shareholder and Court Approval – The Arrangement is subject to the following shareholder and court approvals, which protect Shareholders, and confirms that the Arrangement treats all stakeholders of the Company (other than the Purchaser) equitably and fairly:

(i) at least two-thirds of the votes cast by Shareholders present or represented by proxy and entitled to vote at the Meeting;

(ii) at least two-thirds of the votes cast by Securityholders present or represented by proxy and entitled to vote at the Meeting;

(iii) a simple majority of the votes cast by Shareholders present or represented by proxy and entitled to vote at the Meeting, other than persons required to be excluded for the purpose of such vote under MI 61-101; and

(iv) a determination of the Court that the terms and conditions of the Arrangement are fair and reasonable, both procedurally and substantively, to the rights and interests of Shareholders (other than the Purchaser) and other affected persons.

(l) Dissent Rights. Registered Reyna Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if ultimately successful, receive fair value for their Shares and the Purchaser cannot terminate the Arrangement Agreement unless Shareholders holding at least 5% of the Shares have validly exercised their Dissent Rights (and not withdrawn such exercise).

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Interests of Certain Persons

As of the Record Date, the officers and directors of Reyna beneficially own, directly or indirectly, or exercise control or direction over, in the aggregate, [20,769,114] Reyna Common Shares, as well an aggregate of [4,380,208] Reyna Options, [15,823,254] Reyna Warrants, and 2,550,000 Reyna RSUs, representing approximately, on a partially diluted basis, [15.04]% of the Reyna Common Shares outstanding as of the close of the business on the Record Date.
All of the Reyna Common Shares held by the officers and directors of Reyna will be treated in the same fashion under the Arrangement as Reyna Common Shares held by another Reyna Shareholder.

The Meeting and Approvals

It is proposed in accordance with the Interim Order that Reyna convene the Meeting on August 11, 2025 at 10:00 a.m. (Vancouver Time) to consider, inter alia, and, if thought fit, to pass, with or without variation, the Arrangement Resolution.
The Board has resolved that the record date for determining the Reyna Securityholders entitled to receive notice of, attend and vote at the Meeting be fixed to July 7, 2025.
In connection with the Meeting, Reyna intends to send to each Reyna Securityholder a copy of the following materials and documentation substantially in the forms attached as Exhibits "A" to "C" to the Wood Affidavit.

(a) notice of the Meeting and accompanying Circular (a copy of which is attached as Exhibit "A" to the Wood Affidavit) that includes, among other things:

(i) an explanation of the effect of the Arrangement;

(ii) the text of the Arrangement Resolution;

(iii) the text of the proposed Plan of Arrangement;

(iv) a copy of the Interim Order;

(v) a copy of the Notice of Final Hearing of Petition (a draft copy of which is also attached as Exhibit "B" to the Wood Affidavit);

(vi) a summary of the Arrangement Agreement; a copy of the dissent provisions contained in Division 2 of Part 8 of the BCBCA; and

(vii) the form of proxy Reyna Securityholders (a draft copy of which is attached as Exhibit "B" to the Wood Affidavit).

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All such documents may contain such amendments thereto as the Petitioner (based on the advice of its solicitors) may determine are necessary or desirable, provided such amendments are not inconsistent with the terms of the Interim Order.

Quorum and Voting at the Meeting

The quorum for transaction of business at the Meeting is one person who is, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least 5% of the issued Reyna Common Shares entitled to be voted at the Meeting.
In order to become effective, the Arrangement Resolution must be approved by not less than:

(a) 66½% of votes cast by the Reyna Shareholders present in person or represented by proxy at the Meeting;

(b) 66½% of votes cast by the Reyna Securityholders present in person or represented by proxy at the Meeting, voting together as members of a single class; and

Rights of Dissent

The registered Reyna Shareholders shall have rights of dissent in respect of the Arrangement Resolution equivalent to those provided in Division 2 of Part 8 of the BCBCA.
In essence, the dissent rights will provide that any registered Reyna Shareholder who objects to the Arrangement Resolution, and properly exercises the dissent rights by strictly complying with the procedures as set out in Division 2 of Part 8 of the BCBCA, has the right to require that the Petitioner purchase such shareholder's Reyna Common Shares for their fair value.

Part 3: LEGAL BASIS

The petitioners rely on sections 186, 238, 242-247, 288-299 of the BCBCA, Supreme Court Civil Rules 1-2(4), 1-3, 2-1(2)(b), 4-4, 4-5, 8-1, and 16-1, and the inherent jurisdiction of this Court.

Plan of Arrangement Approval

Section 291 of the BCA contemplates three steps in the process of approving an arrangement. The first step involves an application for an interim order for directions for calling a shareholders’ meeting to consider and vote on the arrangement. The next involves a meeting of the shareholders where the arrangement must be voted on and

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approved by special resolution. The final step involves an application for final court approval of the arrangement.

*Plutonic Power Corporation (Re), 2011 BCSC 804 ["Plutonic"] at para. 16

An interim order is preliminary in nature. The purpose of the interim order is to set the wheels in motion for the application process relating to the arrangement and to establish the parameters for the holding of shareholder meetings to consider approval of the arrangement in accordance with the statute.

Mason at para. 31

In order to grant an interim order, a court needs only to satisfy itself that reasonable grounds exist to regard the proposed transaction as an ‘arrangement’. The court will consider the merits and fairness of the arrangement at the final hearing stage.

Mason at para. 32

In determining whether a plan of arrangement should be approved, the court must focus on the terms and impact of the arrangement itself, rather than on the process by which it was reached. What is required is that the arrangement itself, viewed substantively and objectively, be suitable for approval.

Plutonic at para 19 citing B.C.E at para 136

The principles to be applied in considering an application for court approval of a plan of arrangement were set out by the Supreme Court of Canada in B.C.E. Inc. v. 1976 Debenture Holders, 2008 SCC 69 ("B.C.E"):

(a) In seeking approval of an arrangement, the corporation bears the onus of satisfying the court that the statutory procedures have been met, the application has been put forward in good faith, and the arrangement is fair and reasonable: at para. 137.

(b) In order to determine whether a plan of arrangement is fair and reasonable, the court must be satisfied that the plan serves a valid business purpose and that it adequately responds to the objections and conflicts between different affected parties: at paras. 138, 143.

(c) Whether a plan of arrangement is fair and reasonable is determined by taking into account a variety of relevant factors, including the necessity of the arrangement to the corporation’s continued existence, the approval, if any, of a majority of shareholders and other security holders entitled to vote, and the proportionality of the impact on affected groups: at paras. 144-154.

Plutonic at para. 18 citing B.C.E.

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Under the valid business purpose prong of the fair and reasonable analysis, courts must be satisfied that the burden imposed by the arrangement on security holders is justified by the interests of the corporation. The proposed plan of arrangement must further the interests of the corporation as an ongoing concern.

Plutonic at para. 18 citing B.C.E. at para. 145

The second prong of the fair and reasonable analysis focuses on whether the objections of those whose rights are being arranged are being resolved in a fair and balanced way. The court must be careful not to cater to the special needs of one particular group but must strive to be fair to all involved in the transaction depending on the circumstances that exist. The overall fairness of any arrangement must be considered as well as fairness to various individual stakeholders.

Plutonic at para. 18 citing B.C.E. at para. 147-148

The following list of non-exhaustive factors has been considered by courts in applying the above principles:

(a) The necessity of the arrangement to the continued operations of the corporation. Necessity is driven by the market conditions that a corporation faces. The degree of necessity of the arrangement has a direct impact on the court’s level of scrutiny.

(b) Although not determinative, courts have placed considerable weight on whether a majority of security holders has voted to approve the arrangement. Voting results offer a key indication of whether those affected by the plan consider it to be fair and reasonable.

(d) The security holders’ position before and after the arrangement;

(e) The impact on various security holders’ rights; and

(f) The repute of the directors and advisors who endorse the arrangement and the arrangement’s terms.

Plutonic at para. 18 citing B.C.E. at para. 146, 150, 152

The overall determination of whether an arrangement is fair and reasonable is fact-specific and may require the assessment of different factors in different situations.

Plutonic at para. 18 citing B.C.E. at para. 153

There is no such thing as a perfect arrangement. What is required is a reasonable decision in light of the specific circumstances of each case, not a perfect decision.

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Plutonic at para. 18 citing B.C.E. at para. 155
The Arrangement in this case is put forward in good faith and is fair and reasonable. On that basis, the Petitioners ask that the court grant its application for the Interim Order and the Final Order.

Part 4: MATERIAL TO BE RELIED ON

Affidavit #1 of Michael Wood made July 7, 2025.
Such further materials as counsel for Reyna may advise.

Dated: 7/July/2025

Signature of lawyer for the petitioner
Nicole Chang

To be completed by the court only:
Order made
☐ in the terms requested in paragraph ___ of Part 1 of this petition
☐ with the following variations and additional terms:
_________
_________
_________
Dated: ______/July/2025
Signature of ☐ Judge ☐ Master

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APPENDIX "E" - DISSENT PROVISIONS OF THE BCBCA

Section 237 - Definitions and application

(1) In this Division:

"dissenter" means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

"notice shares" means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

"payout value" means,

(a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

(b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,

(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or

(d) in the case of a dissent in respect of a community contribution corporation, the value of the notice shares set out in the regulations,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

(a) the court orders otherwise, or

(b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Section 238 - Right to dissent

(1) A shareholder of a corporation, whether or not the shareholder's shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles

(i) to alter restrictions on the powers of the company or on the business the company is permitted to carry on,

(ii) without limiting subparagraph (i), in the case of a community contribution corporation, to alter any of the company's community purposes within the meaning of section 51.91, or

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(iii) without limiting subparagraph (i), in the case of a benefit corporation, to alter the company's benefit provision;

(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;

(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;

(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

(g) in respect of any other resolution, if dissent is authorized by the resolution;

(h) in respect of any court order that permits dissent.

(1.1) A shareholder of a corporation, whether or not the shareholder's shares carry the right to vote, is entitled to dissent under section 51.995 (5) in respect of a resolution to alter its notice of articles to include or to delete the benefit statement.

(2) A shareholder wishing to dissent must

(a) prepare a separate notice of dissent under section 242 for

(i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,

(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and

(c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and

(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

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Section 239 - Waiver of right to dissent

(1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

(a) provide to the company a separate waiver for

(i) the shareholder, if the shareholder is providing a waiver on the shareholder’s own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is providing a waiver, and

(b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder’s own behalf, the shareholder’s right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and

(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Section 240 - Notice of resolution

(1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and

(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that

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resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and
(b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,
(b) a statement advising of the right to send a notice of dissent, and
(c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Section 241 - Notice of court orders

If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

(a) a copy of the entered order, and
(b) a statement advising of the right to send a notice of dissent.

Section 242 - Notice of dissent

(1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e), (f) or (1.1) must,

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,
(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or
(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

(i) the date on which the shareholder learns that the resolution was passed, and

(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

(a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) as the last date by which notice of dissent must be sent, or
(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or
(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;
(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

(i) the names of the registered owners of those other shares,
(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and

(i) the name and address of the beneficial owner, and
(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that

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beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Section 243 - Notice of intention to proceed

(1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

(i) the date on which the company forms the intention to proceed, and
(ii) the date on which the notice of dissent was received, or

(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

(2) A notice sent under subsection (1) (a) or (b) of this section must

(a) be dated not earlier than the date on which the notice is sent,
(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and
(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Section 244 - Completion of dissent

(1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,
(b) the certificates, if any, representing the notice shares, and
(c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.

(2) The written statement referred to in subsection (1) (c) must

(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and
(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

(i) the names of the registered owners of those other shares,
(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) that dissent is being exercised in respect of all of those other shares.

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(3) After the dissenter has complied with subsection (1),

(a) the dissenter is deemed to have sold to the company the notice shares, and
(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Section 245 - Payment for notice shares

(1) A corporation and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or
(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,
(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and
(c) make consequential orders and give directions it considers appropriate.

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

E - 7

(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or

(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or

(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A corporation must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or

(b) the payment would render the company insolvent.

Section 246 - Loss of right to dissent

The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;

(b) the resolution in respect of which the notice of dissent was sent does not pass;

(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;

(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the Arrangement, will not proceed;

(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;

(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

E - 8

(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;

(h) the notice of dissent is withdrawn with the written consent of the company;

(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Section 247 - Shareholders entitled to return of shares and rights

If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,

(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and

(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

E - 9

F - 1

APPENDIX "F" - FAIRNESS OPINION

(See attached.)

EVANS & EVANS, INC.

SUITE 130, 3RD FLOOR, BENTALL II, 555 BURRARD STREET

VANCOUVER, BRITISH COLUMBIA

CANADA V7X 1M8

19TH FLOOR, 700 2ND STREET SW

CALGARY, ALBERTA

CANADA T2P 2W2

357 BAY STREET

TORONTO, ONTARIO

CANADA M5H 4A6

June 20, 2025

REYNA SILVER CORP.

Suite 1900, 1040 West Georgia Street

Vancouver, British Columbia V6E 4H3

Attention: Independent Committee of the Board of Directors

Dear Sirs:

Subject: Fairness Opinion

1.0 Introduction

1.01 Evans & Evans, Inc. (“Evans & Evans” or the “authors of the Opinion”) was engaged by the Independent Committee (the “Committee”) of the Board of Directors (the “Board”) of Reyna Silver Corp. (“Reyna Silver” or the “Company”) of Vancouver, British Columbia to prepare a Fairness Opinion (the “Opinion”) with respect to an offer (the “Offer”) from an Ontario corporation (the “Purchaser”) pursuant to which the Purchaser will purchase all of the issued and outstanding shares of Reyna Silver in exchange for $0.13 per share in cash (the “Consideration”) (the “Potential Transaction”).

Evans & Evans has been requested by the Committee to prepare the Opinion to provide an independent opinion as to the fairness of the Consideration, from a financial point of view, to the shareholders of Reyna Silver (the “Reyna Silver Shareholders”).

Reyna Silver is a reporting issuer whose shares are listed for trading on the TSX Venture Exchange (the “Exchange”) under the symbol “RSLV”.

1.02 Unless otherwise noted, all monetary amounts referenced herein are Canadian dollars.

1.03 Reyna Silver was incorporated under the laws of the province of British Columbia on August 24, 2017. On October 30, 2024, the Company completed the acquisition of all of the issued and outstanding common shares of Reyna Gold Corp. (“Reyna Gold”).

Tel: (604) 408-2222 | www.evansevans.com

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June 20, 2025
Page 2

Reyna Silver engages in the acquisition and exploration of mineral properties in the US and Mexico. The Company has a portfolio of gold, silver and polymetallic properties, in Nevada, US, Chihuahua, Mexico and Sonora, Mexico.

An overview of Reyna Silver’s principal properties as taken from the Company’s disclosure documents is outlined below.

Gryphon Summit Property

Reyna Silver holds an option to acquire a 70% interest in the Gryphon Summit silver-lead-zinc-copper property (“Gryphon Summit Property”). As of the date of the Opinion, the outstanding payments to exercise the option to acquire the 70% interest include US$700,000 in cash and 1,900,000 shares of the Company. The Company is also required to expend US$9.0 million on the property over a period of two years.

The Gryphon Summit Property covers an area of 12,058 hectares (“ha”) and is situated in northeastern Nevada across Eureka and Elko Counties. The Gryphon Summit Property shows features indicating uniquely superimposed / overprinted silver-lead-zinc-copper carbonate replacement deposits (“CRD”), carlin gold and critical metals mineralization.

On January 23, 2025, the Company announced the results of its 8 hole, 2,413 metres 2024 drilling program at the Gryphon Summit Property. The 2024 drill program marked the first time CRD mineralization was targeted at Gryphon Summit Property, and 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.

Medicine Springs Property

Reyna Silver holds an option to acquire a 100% interest in the Medicine Springs silver property (the “Medicine Springs Property”). As of the date of the Opinion, the outstanding payments to exercise the options to acquire 100% interest include US$525,000 in cash and US$300,000 in shares.

The Medicine Springs Property covers an area of 6,561 ha and is situated in Ruby Mountain Valley, southeast of Elko County, Nevada. It is accessible via county and state roads, with Elko City, 160 kilometers to the northwest, serving as the nearest support base.

The Medicine Springs Property area is characterized by paleozoic sedimentary rocks, which have undergone compressional folding and faulting, along with tertiary extensional deformation. It features upper pennsylvanian to triassic sedimentary units and jurassic rhyolitic pyroclastics, situated within a northeast-trending metallogenic corridor. mineralization at the site includes high-grade silver and base metals found in near-surface

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veins and CRD. The mineralization is associated with jasperoids, breccias, and carbonate beds, similar to major Nevada deposits.

On January 17, 2023, initial reconnaissance drilling reported high-grade silver results. The program included drilling at Golden Pipe, Silver Butte, and Silver King Target areas. Significant results included 2.4 meters of 1,021 grams/tonne silver and other notable intersections in nearby holes.

The Medicine Springs Property is subject to a 1.0% NSR payable to Northern Lights Resources Corp. (“Northern Lights”) with an option to buy back one-half of the NSR by paying Northern Lights US$2,500,000.

Batopilas Property

The Company acquired a 100% interest in the Batopilas silver property (the “Batopila Property”) from MAG Silver Corp. (“MAG Silver”) on June 29, 2018.

The Batopilas Property comprises 10 concessions covering a total area of 1,170 ha and is accessible via local infrastructure with logistical preparations underway for ongoing exploration activities.

The Batopilas Property lies within a region known for its complex geological features, including multiple vein structures that have historically yielded significant silver mineralization. The Batopilas Property has been the subject of systematic, district-scale geological, geochemical, and geophysical surveys that have revealed multiple high-potential drilling targets.

Mineral exploration and mining activities in the Batopilas area date back to the Colonial era, with a focus on high-grade silver production. However, modern exploration efforts have intensified in recent years, particularly after the Batopilas Property was acquired by the Company in 2018. The most recent exploration work at the Batopilas Property began in May 2023, with the Company planning to drill a minimum of 3,000 meters. This program was initiated after a detailed reevaluation of the district, which identified overlapping gold and silver mineralizing events. Drilling commenced in June 2023, targeting key areas such as Pastrana (14k Zone), Escritorio, Banda Este, Animas, and Las Vacas.

On September 6, 2023, the Company reported high-grade native silver-bearing intercepts from its 2023 drilling program. Key results include Reyna Silver’s widest intercept to date with 9 meters of 616 g/t silver in Hole BA23-58 and a new Native Silver vein in Hole BA23-57 grading 6,440 g/t silver across 0.2 meters.

The Batopilas Property is subject to a 4.5% NSR payable to the underlying owner with a right of first refusal.

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Guigui Property

The Company acquired 100% interest in the original Guigui property pursuant to an agreement with MAG Silver on June 29, 2018. On July 14, 2022, Reyna Silver acquired an 80% interest in the La Chinche property, which was contiguous to the original Guigui property and together formed what the Company refers to as the "Guigui Property".

The Guigui Property covers 4,750 ha across 7 concessions. It is situated about 15 kilometers east of Chihuahua City and is accessible via paved roads and well-maintained ranch roads. The Chihuahua International Airport, approximately 25 minutes away, offers regular flights to various locations.

The Guigui Property is situated in the central Chihuahua Terrane, where precambrian continental crust is overlain by lower cretaceous sedimentary rocks and tertiary volcanic rocks. The Sierra Santa Eulalia, a notable horst block, is flanked by steeply dipping normal faults. The geological features include lower cretaceous limestone and underlying evaporites, which are folded into a broad anticline with an axis trending from north-northwest ("NNW") to south-southeast ("SSE"). To the north, limestone is exposed, while the southern part is covered by mid-tertiary volcanic rocks and ash-flow tuffs from the Santo Domingo Caldera.

Adjacent to the Santa Eulalia Mining District ("SE"), the Guigui Property is in the largest known CRD in Mexico. CRDs are high-temperature deposits known for lead, zinc, silver, copper, and gold sulfides hosted in carbonate rocks. The district is divided into West Camp ("SEWC"), East Camp ("SEEC"), and Middle Camp ("SEMC"), with notable historical and current mining activity. Guigui Property lies immediately south of these camps, benefiting from the established geological model of the area.

Current exploration activities at Guigui Property include a 12,000-meter drill campaign aimed at locating the concealed intrusive center of the CRD. This effort is focused on expanding the understanding of the district-scale mineralization and identifying new mineralization targets within the property.

The Guigui Property is subject to a 2.5% NSR payable to the underlying owner with a right of first refusal.

Capital Structure of the Company

As of the date of the Opinion, Reyna Silver had 264,166,822 common shares issued and outstanding; 8,678,231 options, 3,656,719 warrants, and 2,950,000 restricted stock units ("RSUs") outstanding.

As of the date of the Opinion, the Company has a debt of $112,795 and cash of $989,169.

In March 2025, Reyna Silver completed a non-brokered private placement by offering 40,372,965 units of Reyna Silver at a price of $0.075 per unit, for aggregate gross proceeds

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of approximately $3.03 million (“March 2025 Financing”). Each unit was comprised of one Reyna Silver common share and one common share purchase warrant. Shares issued in the March 2025 Financing represented approximately 15.3% of the total issued and outstanding shares of the Company upon closing of the financing.

The 20-day volume weighted average price (“VWAP”) of the Company as of the date of the Opinion was $0.094 and represented a premium of 25.3% over the March 2025 Financing price of $0.075 per unit.

1.04 The Committee retained Evans & Evans to act as an independent advisor to the Committee and to prepare and deliver the Opinion to the Committee to provide an independent opinion as to the fairness of the Consideration to the Reyna Silver Shareholders as at the date of the Opinion.

2.0 Engagement of Evans & Evans, Inc.

2.01 Evans & Evans was formally engaged by the Committee pursuant to an engagement letter signed June 12, 2025 (the “Engagement Letter”). The Engagement Letter provides the terms upon which Evans & Evans has agreed to provide the Opinion to the Committee.

The terms of the Engagement Letter provide that Evans & Evans is to be paid a fixed professional fee for its services. In addition, Evans & Evans is to be reimbursed for its reasonable out-of-pocket expenses and to be indemnified by Reyna Silver in certain circumstances. The fee established for the Opinion is not contingent upon the opinions presented.

3.0 Scope of Review

3.01 In connection with preparing the Opinion, Evans & Evans has reviewed and relied upon, or carried out, among other things, the following:

Interviewed management of the Company to gain an understanding of the current operations and future prospects of the Company.
Reviewed management responses to Evans & Evans questionnaire.
Reviewed the Company’s website (https://reynasilver.com/)
Reviewed the Company’s corporate presentation dated January 2025.
Reviewed Reyna Silver’s audited consolidated financial statements for the years ended December 31, 2021, 2022, 2023 and 2024, audited by De Visser Gray LLP, Vancouver, Canada.
Reviewed Reyna Silver’s unaudited financial statements for the three months ended March 31, 2025.

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Reviewed Reyna Silver’s Management Discussion and Analysis (“MD&A”) for the years ended December 31, 2021, 2022, 2023, 2024 and for the three months ended March 31, 2025.
Reviewed two draft Arrangement Agreements dated June 9, 2025 and June 17, 2025.
Reviewed the capitalization table of the Company as of the date of the Opinion as provided by management of the Company.
Reviewed a spreadsheet provided by management outlining the property payments through to the year 2027.
Reviewed a spreadsheet provided by management outlining the working capital of the Company as of June 16, 2025.
Reviewed the Company’s press releases for the 18 months preceding the date of the Opinion.
Reviewed the cash and debt balances of the Company as of the date of Opinion as provided by management of the Company.
Reviewed the trading price of the Company for the 12 months preceding the date of the Opinion. As can be seen from the following chart, overall, the trading price of Reyna Silver has decreased over the period under consideration. The closing share price on the Exchange increased in October 2024 and peaked at $0.180 and then declined to $0.055 in March 2025 before increasing again to $0.113 as of June 9, 2025. The closing share price was $0.090 as of the date of the Opinion. Overall, trading volumes tend to be very low, with only 9.4% of total shares issued being traded in the 90-days period preceding the date of the Opinion.

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Reviewed information on the Company’s markets from a variety of sources.
Reviewed information on mergers and acquisitions involving silver companies and silver and gold companies.
Reviewed financial, trading and property information on the following companies: Capitan Silver Corp.; Defiance Silver Corp.; Regency Silver Corp.; Zacatecas Silver Corp.; Honey Badger Silver Inc.; Klondike Silver Corp.; Silver Bullet Mines Corp. Silver Hammer Mining Corp.; Silver North Resources Ltd.; and Silver Storm Mining Ltd.
Limitation and Qualification: Evans & Evans did not visit any of the mineral resource properties referenced in the Opinion. Evans & Evans has, therefore, relied on management’s disclosure with respect to the properties and operations of the Company.

4.0 Market Summary

4.01 In determining the fairness of the Consideration as of the date of the Opinion, Evans & Evans reviewed the overall silver market conditions and the market for exploration and development stage companies.

4.02 Most junior exploration companies are generally reliant on equity financings to advance their properties (as they lack producing assets) and accordingly, their ability to advance mineral resource properties is dependent on market conditions and investor interest. Global nonferrous exploration budgets witnessed a decline in 2024. In 2024, budgets for grassroots and late-stage exploration fell by 8% and 5%, respectively, while minesite exploration saw a 2% year-over-year (“y-o-y”) increase. The reduction in gold exploration budgets had a negative impact on both early and late-stage exploration allocations, while increased spending on minesite exploration for copper, gold, and lithium contributed to the growth in that sector. As a result, the rate of new discoveries has been adversely impacted. With decarbonization and electrification on the horizon, identifying new mineral deposits is critical to meet the growing demand.¹

¹ Metals And Mining Research- S&P Capital IQ, issued November 25, 2024

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Share of Development Stages 2022 – 2024 (US$ million)

The junior sector’s exploration budget decreased for the second consecutive year in 2024, mainly due to difficulties in securing funding. The juniors’ budget, which makes up 41% of total exploration budgets, dropped by 7% to US$5.08 billion, more than offsetting the majors’ modest 0.7% increase to US$6.09 billion. Allocations from intermediate companies fell for the third year in a row, reaching a seven-year low of US$942 million. On the other hand, budgets from government and other companies rose by 16% to $373 million.¹

Overall, the majority of exploration budgets across most company types were directed towards gold, followed by copper. The majors allocated half of their total budget to gold, up from 45% in 2015. In contrast, the juniors’ share for gold exploration dropped to a record low of 36% in 2024, after a 20% decline y-o-y. The intermediates’ allocation for gold exploration increased to 66%, up from 56% in 2015. Copper continued to be the preferred commodity for the government/others group, accounting for 41% of their budget, up from 31% in 2015.²

4.03 The global silver ore market size will grow from U$7.87 billion in 2024 to U$8.56 billion in 2025, at a rate of 8.7% and is expected to further grow at a compound annual growth rate (“CAGR”) of 8.5% to grow to U$11.87 billion in 2029.³

Silver is expected to grow steadily over the forecast period (2025-2030) owing to its wide usage across the industrial and jewelry sector, coupled with low cost as compared to its counterparts. Mexico and Peru are projected to remain the important production hubs for silver commodities.⁴ According to the US Geological Survey, in the Americas Mexico’s

EVANS & EVANS, INC.

² Metals And Mining Research- S&P Capital IQ, issued November 25, 2024
³ https://www.thebusinessresearchcompany.com/report/silver-ore-global-market-report
⁴ https://www.grandviewresearch.com/industry-analysis/precious-metals-market

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June 20, 2025
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silver production was 6,300 metric tons, followed by Peru at 3,100 metric tons in 2024. Other key silver-producing nations are China, Chile, and Poland.⁵ In 2024, global mine production rose by 0.9% year-on-year to 819.7 million ounces (“Moz”). Supply from Mexico rebounded, with Newmont Corporation’s Penasquito mine returning to full production following the temporary suspension in 2023, while Fresnillo plc and MAG Silver Corp.’s Juanicipio continued to improve recoveries.⁶

Following a decline in 2023, total demand for silver fell further in 2024 to 1,164.1 Moz, down 3% year on year in 2024. Much like in 2023, the drop was led by weakness in physical investment and silverware, while structural losses in areas such as photography continued. All of this was partially offset by the ongoing rise in industrial demand, which posted another record high in 2024 with demand up 4% to 680.5 Moz. While thrifting and substitution within the photovoltaic (“PV”) sector tempered growth compared to 2023, demand continued to benefit from the structural gains in the green economy, such as grid infrastructure and vehicle electrification, as well as PV.⁷ However, potential tariff hikes under U.S. President Trump’s administration and their impact on global economic growth, particularly in China, will likely restrain investor enthusiasm across the broader industrial metals complex.⁸

Silver prices in 2025 have been on an uptrend, increasing from U$29.57 per ounce in January to U$34.41 per ounce in March, with a significant decrease in April as shown in the following chart. The silver price was U$36.00 as of the date of the Opinion.⁹

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In Mexico, silver production was reported at 6,300 tonnes in December 2024, an increase from the previous figure of 6,290 tonnes in December 2023.¹⁰ Mexico remained the world’s largest producer of silver in 2024, accounting for 22.7% of global silver production, with a year-on-year growth of 2%. By end of 2025, a 1.9% increase in world mining supply is expected. Mexico will be the main driver.¹¹ According to Statista, Mexico’s mining sector gross domestic product (“GDP”) reached approximately 941.93 billion pesos in quarter 2, 2024, reflecting a robust recovery from previous years. Additionally, with a new administration in place, the Mexican government has introduced reforms aimed at promoting sustainable resource management and environmental stewardship. Despite these regulatory changes, mining investment in Mexico remained stable at around US$5 billion in 2024. Mexico's mining industry is poised for continued growth, with projections estimating the market size to reach $1.97 billion in 2025 and expand at a CAGR of 3.7% from 2025 to 2030.¹²

In the US, silver production was reported at 1,100.0 metric tons in December 2024, this records an increase from the previous figure of 1,020.0 tonnes in December 2023.¹³ The estimated value of silver was approximately US$960 million in 2024. The Rochester Mine in Nevada was ramping up an expansion project and the Lucky Friday Mine in Idaho resumed production in January 2024 after a fire in August 2023.¹⁴

4.04 In the Fraser Institute Annual Survey of Mining Companies (2023), Nevada, US ranked 2/86 (2022-1/62) and Mexico ranked 74/86 (2022-37/62) on the Investment Attractiveness Index. For the Policy Perception Index, Nevada, US ranked 5/86 (2022-1/62) and Mexico ranked 66/86 (2022-44/62).

5.0 Prior Valuations

5.01 The Company represented to Evans & Evans that there have been no formal valuations or appraisals relating to the Company or any affiliate or any of their respective material assets or liabilities made in the preceding two years which are in the possession or control of the Company.

6.0 Conditions and Restrictions

6.01 The Opinion is prepared for internal purposes of the Committee and may be shared with the Board and management of Reyna Silver and the Purchaser at the discretion of the Committee. The final Opinion is intended for placement on Reyna Silver’s file and may be included in any materials provided to Reyna Silver Shareholders. The final Opinion may be submitted to the Exchange if required. The final Opinion may be shared with the court

¹⁰ https://www.ceicdata.com/en/indicator/mexico/silver-production
¹¹ https://www.opportimes.com/top-3-silver-producing-countries-in-the-world-in-2024
¹² https://ca.finance.yahoo.com/news/mid-tier-miners-surge-2025-205000376.html
¹³ https://www.ceicdata.com/en/indicator/united-states/silver-production
¹⁴ https://pubs.usgs.gov/periodicals/mcs2025/mcs2025-silver.pdf

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reviewing the Potential Transaction. The Opinion is not intended for use in any court proceedings unrelated to the approval of the Potential Transaction.

6.02 The Opinion may not be issued to any international stock exchange and/or regulatory authority beyond the Exchange.

6.03 The Opinion may not be issued and/or used to support any type of value with any other third parties, legal authorities, nor stock exchanges, or other regulatory authorities, nor any Canadian or international tax authority. Nor can it be used or relied upon by any of these parties or relied upon in any legal proceeding and/or court matter (other than relating to the approval of the Potential Transaction).

6.04 Any use beyond that defined above is done so without the consent of Evans & Evans and readers are advised of such restricted use as set out above.

6.05 The Opinion should not be construed as a formal valuation or appraisal of Reyna Silver or any of its securities or assets. Evans & Evans has, however, conducted such analyses as we considered necessary in the circumstances.

6.06 In preparing the Opinion, Evans & Evans has relied upon and assumed, without independent verification, the truthfulness, accuracy and completeness of the information and the financial data provided by the Company. Evans & Evans has therefore relied upon all specific information as received and declines any responsibility should the results presented be affected by the lack of completeness or truthfulness of such information. Publicly available information deemed relevant for the purpose of the analyses contained in the Opinion has also been used.

The Opinion is based on: (i) our interpretation of the information which the Company, as well as its representatives and advisers, have supplied to-date; and (ii) our understanding of the terms of the Offer.

6.07 The Opinion is necessarily based on economic, market and other conditions as of the date hereof, and the written and oral information made available to us until the date of the Opinion. It is understood that subsequent developments may affect the conclusions of the Opinion, and that, in addition, Evans & Evans has no obligation to update, revise or reaffirm the Opinion.

6.08 Evans & Evans denies any responsibility, financial, legal or other, for any use and/or improper use of the Opinion however occasioned.

6.09 Evans & Evans is expressing no opinion as to the price at which any securities of Reyna Silver will trade on any stock exchange at any time.

6.10 Evans & Evans was not requested to, and it did not solicit indications of interest or proposals from third parties regarding a possible acquisition of or merger with Reyna Silver. Our opinion also does not address the relative merits of the Potential Transaction as

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compared to any alternative business strategies or transactions that might exist for Reyna Silver, the underlying business decision of Reyna Silver to proceed with the Potential Transaction, or the effects of any other transaction in which Reyna Silver will or might engage.

6.11 Evans & Evans expresses no opinion or recommendation as to how any shareholder of Reyna Silver should vote or act in connection with the Potential Transaction, any related matter or any other transactions. We are not experts in, nor do we express any opinion, counsel or interpretation with respect to, legal, regulatory, accounting or tax matters. We have assumed that such opinions, counsel or interpretation have been or will be obtained by Reyna Silver from the appropriate professional sources. Furthermore, we have relied, with Reyna Silver’s consent, on the assessments by Reyna Silver and its advisors, as to all legal, regulatory, accounting and tax matters with respect to Reyna Silver and the Potential Transaction, and accordingly we are not expressing any opinion as to the value of Reyna Silver’s tax attributes or the effect of the Potential Transaction thereon.

6.12 Evans & Evans is expressing no opinion as to whether any alternative transaction might have been more beneficial to the shareholders of Reyna Silver.

6.13 Evans & Evans reserves the right to review all information and calculations included or referred to in the Opinion and, if it considers it necessary, to revise part and/or its entire Opinion and conclusion in light of any information which becomes known to Evans & Evans during or after the date of the Opinion.

6.14 In preparing the Opinion, Evans & Evans has relied upon a letter from management of Reyna Silver confirming to Evans & Evans in writing that the information and management's representations made to Evans & Evans in preparing the Opinion are accurate, correct and complete, and that there are no material omissions of information that would affect the conclusions contained in the Opinion.

6.15 Evans & Evans has based its Opinion upon a variety of factors. Accordingly, Evans & Evans believes that its analyses must be considered as a whole. Selecting portions of its analyses or the factors considered by Evans & Evans, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. Evans & Evans’ conclusions as to the fairness, from a financial point of view, to the Reyna Silver Shareholders of the Consideration were based on its review of the Consideration taken as a whole, in the context of all of the matters described under “Scope of Review”, rather than on any particular element of the Potential Transaction or the Potential Transaction outside the context of the matters described under “Scope of Review”. The Opinion should be read in its entirety.

6.16 Evans & Evans and all of its Principal’s, Partner’s, staff or associates’ total liability for any errors, omissions or negligent acts, whether they are in contract or in tort or in breach of

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fiduciary duty or otherwise, arising from any professional services performed or not performed by Evans & Evans, its Principal, Partner, any of its directors, officers, shareholders or employees, shall be limited to the fees charged and paid for the Opinion. No claim shall be brought against any of the above parties, in contract or in tort, more than two years after the date of the Opinion.

7.0 Assumptions

7.01 In preparing the Opinion, Evans & Evans has made certain assumptions as outlined below.

7.02 With the approval of Reyna Silver and as provided for in the Engagement Letter, Evans & Evans has relied upon, and has assumed the completeness, accuracy and fair presentation of, all financial information, business plans, forecasts and other information, data, advice, opinions and representations obtained by it from public sources or provided by the Company or its affiliates or any of their respective officers, directors, consultants, advisors or representatives (collectively, the “Information”). The Opinion is conditional upon such completeness, accuracy and fair presentation of the Information. In accordance with the terms of the Engagement Letter, but subject to the exercise of its professional judgment, and except as expressly described herein, Evans & Evans has not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information.

7.03 Senior officers of Reyna Silver represented to Evans & Evans that, among other things: (i) the Information (other than estimates or budgets) provided orally by, an officer or employee of Reyna Silver or in writing by Reyna Silver (including, in each case, affiliates and their respective directors, officers, consultants, advisors and representatives) to Evans & Evans relating to Reyna Silver, its affiliates or the Potential Transaction, for the purposes of the Engagement Letter, including in particular preparing the Opinion was, at the date the Information was provided to Evans & Evans, fairly and reasonably presented and complete, true and correct in all material respects, and did not, and does not, contain any untrue statement of a material fact in respect of Reyna Silver, its affiliates or the Potential Transaction and did not and does not omit to state a material fact in respect Reyna Silver, its affiliates or the Potential Transaction that is necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; (ii) with respect to portions of the Information that constitute financial estimates or budgets, they have been fairly and reasonably presented and reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company or its associates and affiliates as to the matters covered thereby and such financial estimates and budgets reasonably represent the views of management of the Company; and (iii) since the dates on which the Information was provided to Evans & Evans, except as disclosed in writing to Evans & Evans, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company or any of their affiliates and no material change has occurred in the Information or any part thereof which would have, or which would reasonably be expected to have, a material effect on the Opinion.

EVANS & EVANS, INC.

REYNA SILVER CORP.
June 20, 2025
Page 14

7.04 In preparing the Opinion, we have made several assumptions, including that all final or executed versions of documents will conform in all material respects to the drafts provided to us, all of the conditions required to implement the Potential Transaction will be met, all consents, permissions, exemptions or orders of relevant third parties or regulating authorities will be obtained without adverse condition or qualification, the procedures being followed to implement the Potential Transaction are valid and effective and that the disclosure provided or (if applicable) incorporated by reference in any information circular provided to shareholders with respect to Reyna Silver and the Potential Transaction will be accurate in all material respects and will comply with the requirements of applicable law. Evans & Evans also made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of Evans & Evans and any party involved in the Potential Transaction. Although Evans & Evans believes that the assumptions used in preparing the Opinion are appropriate in the circumstances, some or all of these assumptions may nevertheless prove to be incorrect.

7.05 The Company and all of its related parties and their principals had no contingent liabilities, unusual contractual arrangements, or substantial commitments, other than in the ordinary course of business, nor litigation pending or threatened, nor judgments rendered against, other than those disclosed by management and included in the Opinion that would affect the evaluation or comment.

7.06 As of the date of the Opinion, all assets and liabilities of Reyna Silver have been recorded in their accounts and financial statements and follow International Financial Reporting Standards.

7.07 There were no material changes in the financial position of the Company between the date of their financial statements for the period ended March 31, 2025, and the date of the Opinion unless noted in the Opinion. Evans & Evans specifically draws reference to the cash and debt balances of the Company as at the date of the Opinion as outlined in section 1.03 of this Opinion.

7.08 Representations made by the Company as to the number of shares, options, warrants and RSUs outstanding as of the date of the Opinion are accurate.

8.0 Consideration

8.01 The Consideration of $0.13 per common share implies an equity value of $34.86 million for 100% of the equity in the Company on a diluted basis and after accounting for the change of control payments for the Company’s Chief Executives Officer ($600,000 in cash and 200,000 shares of the Company) and the Chief Financial Officer ($240,000 in cash and 200,000 shares of the Company). The enterprise value¹⁵ (“EV”) implied by the Consideration is $34.83 million.

¹⁵ EV = equity value less cash plus interest bearing debt

EVANS & EVANS, INC.

REYNA SILVER CORP.
June 20, 2025
Page 15

9.0 Analysis of Reyna Silver

9.01 In assessing the fairness of the Potential Transaction, Evans & Evans considered the following analyses and factors, amongst others with respect to Reyna Silver: (1) trading price analysis; (2) guideline company analysis; (3) historical financings; and (4) other considerations.

9.02 As of the date of the Opinion, Reyna Silver had approximately $989,169 in cash, $112,795 in debt. Reyna Silver has no revenues as its properties are at an exploration stage. The net loss increased from $8.57 million in the financial year ("FY") ended December 31, 2022 to $9.04 million in FY2023 and then increased to $10.08 million in FY2024. The net loss for three months ended March 31, 2025 was $0.82 million.

9.03 Evans & Evans assessed the reasonableness of the Consideration based on a review of the trading price of the Company's shares on the Exchange. As can be seen from the following table, the Company's average closing share price has been increasing over the 90-trading days preceding the date of the Opinion. The trading price of the Company for the 10-trading days preceding the date of the Opinion was in the range of $0.085 to $0.110 with an average of $0.094 and the closing price as of June 20, 2025 was $0.090 per common share which implies the Consideration is above the current market value.

Trading Price	June 20, 2025
	Minimum	Average	Maximum
10-Days Preceding	$0.085	$0.094	$0.110
30-Days Preceding	$0.060	$0.080	$0.110
60-Days Preceding	$0.055	$0.073	$0.110
90-Days Preceding	$0.055	$0.072	$0.110
180-Days Preceding	$0.055	$0.093	$0.180

It is important to note that while the Company's closing share price has increased significantly from $0.055 per share on April 4, 2025 to $0.090 per share as of the date of the Opinion, trading volumes have been very low. As can be seen from the following table, only 10.75 million common shares of the Company traded in the 30 trading days preceding the date of the Opinion, representing approximately 4.1% of the Company's issued and outstanding common shares. Overall, trading volumes averaged less than 400,000 shares per day in the 180 trading days (excluding the most recent 10-day period) preceding the date of the Opinion, which makes it difficult to assess the reasonableness of the trading price/market capitalization as a means of determining the fundamental value of the Company.

Trading Volume	June 20, 2025
	Minimum	Average	Maximum	Total	%
10-Days Preceding	50,000	551,480	1,562,840	5,514,800	2.1%
30-Days Preceding	12,000	383,805	1,562,840	10,746,550	4.1%
60-Days Preceding	3,000	289,395	1,562,840	16,495,500	6.2%
90-Days Preceding	3,000	290,150	1,679,070	24,952,900	9.4%
180-Days Preceding	2,000	284,738	3,046,530	49,829,160	18.9%

EVANS & EVANS, INC.

REYNA SILVER CORP.
June 20, 2025
Page 16

Given the limited trading volumes on the Exchange and recent increase in the trading price, Evans & Evans calculated the Company’s VWAP over the 10, 15, 20, 30, 60 and 90 days preceding the date of the Opinion as summarized in the following table. The Company’s VWAP ranged between $0.078 and $0.10 over the 90 trading days preceding the date of the Opinion.

Volume Weighted Average Price as of		June 20, 2025
10-Day VWAP	$0.100	30-Day VWAP	$0.091
15-Day VWAP	$0.096	60-Day VWAP	$0.082
20-Day VWAP	$0.094	90-Day VWAP	$0.078

9.04 Evans & Evans assessed the reasonableness of the implied enterprise value of the Company in the range of $34.83 million by comparing certain of the related valuation multiples to the multiples indicated for the referenced guideline public companies.

Evans & Evans identified 10 companies that were operating in the same space as the Company and noted that the EV to hectare multiples of these identified public companies ranged from 243 x to 9,110 x (excluding outliers).

Evans & Evans found that there are a limited number of silver / polymetallic early-stage companies whose shares trade on the Exchange.

Evans & Evans notes that the EV to hectare multiples of the identified public companies are supportive of the EV to hectare multiple of the Company as implied by the Consideration.

In assessing the reasonableness of the above, we considered the following:

there are a limited number of directly comparable public companies, when one considers differentiating factors such as size and market niche;
no company considered in the analysis is identical to Reyna Silver;
an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning the differences in the financial and operating characteristics of the Company, the Consideration and other factors that could affect the trading value and aggregate transaction values of the companies to which they are being compared; and
the Company is significantly large in size/capitalization as compared to most of the selected guideline public companies.

Given the above-noted factors and our analysis of the observed multiples of selected public companies, Evans & Evans considered this approach with the trading price analysis and

EVANS & EVANS, INC.

REYNA SILVER CORP.
June 20, 2025
Page 17

the historical financings analysis in making the final determination of the value of equity of the Company.

9.05 As outlined in section 1.03, under the March 2025 Financing, the Company raised gross proceeds of approximately $3.03 million at a price of $0.075 per unit. The closing share price of the Company of $0.090 as of the date of the Opinion represents a premium of 20.0% and the Consideration represents a premium of 73.3% over the March 2025 Financing price of $0.075 per unit.

Reyna Silver also completed two financings in 2024. In May 2024, Reyna Silver completed a Listed Issuer Financing Exemption (“LIFE”) offering of 11,066,250 units of Reyna Silver at a price of $0.16 per unit, for aggregate gross proceeds of approximately $1.8 million (“May 2024 Financing”). Each unit was comprised of one Reyna Silver common share and one common share purchase warrant. Shares issued in May 2024 Financing represented approximately 5.5% of the total issued and outstanding shares of the Company upon closing of the financing.

In March 2024, Reyna Silver completed a LIFE financing and a concurrent non-brokered private placement of 38,333,334 units of Reyna Silver at a price of $0.12 per unit, for aggregate gross proceeds of approximately $4.6 million (“March 2024 Financing”). Each unit was comprised of one Reyna Silver common share and one common share purchase warrant. Shares issued in March 2024 Financing represented approximately 20.3% of the total issued and outstanding shares of the Company upon closing of the financing.

9.06 Based on the analyses conducted by Evans & Evans, the Consideration was above the range of the value on a per share basis as assessed under the trading price/market capitalization analysis, guideline company analysis and the historical financings analysis.

10.0 Fairness Conclusions

10.01 In considering fairness of the Consideration, Evans & Evans considered the Reyna Silver Shareholders as a group and did not consider the specific circumstances of any particular shareholder, including with regard to income tax considerations.

10.02 Based upon and subject to the foregoing and such other matters as we consider relevant, it is our opinion, as of the date of the Opinion, that the Consideration is fair, from a financial point of view, to the Reyna Silver Shareholders. Evans & Evans can not comment on any other aspect of the Potential Transaction.

10.03 In arriving at the conclusion as to the fairness of the Consideration, from a financial standpoint, Evans & Evans considered the following.

a. The value of the Company as implied by the Consideration is higher than the value indicated by the trading price analysis, guideline public company analysis and the historical financings analysis conducted by Evans & Evans as outlined in section 9.0 of the Opinion.

EVANS & EVANS, INC.

REYNA SILVER CORP.
June 20, 2025
Page 18

b. There is a limited ability of the Reyna Silver Shareholders to monetize their shares as indicated by the low trading volumes with only 18.9% of the total issued and outstanding shares being traded during the 180-trading day period preceding the date of the Opinion, as outlined above in section 9.03.

c. In the 180 trading days preceding the date of the Opinion, in comparison to the average closing trading price of the shares the Consideration offers a premium in the range of 38.3% to 78.5%.

| (Canadian Dollars)
As at the Date of the Opinion | Average
Closing Price | Consideration | Premium to
Average Closing Price |
| --- | --- | --- | --- |
| 10 - Day Average Price | $0.094 | $0.130 | 38.3% |
| 20 - Day Average Price | $0.087 | $0.130 | 49.4% |
| 30 - Day Average Price | $0.080 | $0.130 | 62.2% |
| 60 - Day Average Price | $0.073 | $0.130 | 78.5% |

The Consideration of $0.13 implies a premium ranging from 30.3% to 58.0% over the VWAP during the 60-trading day period preceding the date of the Opinion as outlined in the table below.

| (Canadian Dollars)
As at the Date of the Opinion | Share Price | Consideration | Premium to
VWAP |
| --- | --- | --- | --- |
| 10 - Day VWAP | $0.100 | $0.130 | 30.3% |
| 20 - Day VWAP | $0.094 | $0.130 | 38.2% |
| 30 - Day VWAP | $0.091 | $0.130 | 42.8% |
| 60 - Day VWAP | $0.082 | $0.130 | 58.0% |

d. Evans & Evans considered the ability of the Reyna Silver Shareholders to receive greater than the value implied by the Consideration in the market. Evans & Evans conducted a review of Reyna Silver’s trading price to determine how many shares of Reyna Silver had traded above the Consideration. As can be seen from the table below, only 2.7% of the issued and outstanding shares of the Company have traded above the Consideration over the 180-trading days preceding the date of the Opinion. The shares that traded above the Consideration were traded in the 90 - 180 trading days preceding the date of the Opinion. Accordingly, the ability of Reyna Silver Shareholders to monetize their common shares at prices above the Consideration is limited.

| Consideration
$0.130 | # of Days Closing Price
Exceeded
Consideration | Shares Traded at
Consideration
or Higher | % of Shares
Outstanding |
| --- | --- | --- | --- |
| 10-Days Preceding | 0 | 0 | 0.00% |
| 30-Days Preceding | 0 | 0 | 0.00% |
| 60-Days Preceding | 0 | 0 | 0.00% |
| 90-Days Preceding | 0 | 0 | 0.00% |
| 180-Days Preceding | 17 | 7,125,530 | 2.70% |

EVANS & EVANS, INC.

REYNA SILVER CORP.
June 20, 2025
Page 19

e. Evans & Evans also reviewed 79 transactions between April 1, 2022 and June 17, 2025 involving the sale of control in metals and mining issuers listed on the Exchange and found that the premiums implied by the Consideration based on VWAP and average closing price are generally higher than the average and median premiums implied by these transactions as outlined in the below table.¹⁶

	1 Day Premium	1 Week Premium	1 Month Premium
Average	39.9%	41.2%	40.9%
Median	29.7%	30.4%	31.4%
Minimum	-78.0%	-78.0%	-78.0%
Maximum	358.3%	349.0%	300.0%

Evans & Evans also reviewed a subset of the above noted transactions where the enterprise value¹⁷ was above $20 million. As can be seen from the table below, transactions involving larger companies saw slightly higher premiums on average, and the premiums implied by the Consideration based on VWAP were slightly lower than the average but higher than the median premiums implied by these transactions. The premiums implied by the Consideration based on the average closing price were significantly higher than the average and the median premiums implied by these transactions.

	1 Day Premium	1 Week Premium	1 Month Premium
Average	41.3%	43.0%	44.5%
Median	28.3%	31.4%	34.4%
Minimum	-18.8%	-19.8%	-42.7%
Maximum	358.3%	349.0%	300.0%

11.0 Qualifications & Certification

11.01 The Opinion preparation was carried out by Jennifer Lucas and thereafter reviewed by Michael Evans.

Mr. Michael A. Evans, MBA, CFA, CBV, ASA, Principal, founded Evans & Evans, Inc. in 1989. For over 35 years, he has been extensively involved in the financial services and management consulting fields in Vancouver, where he was a Vice-President of two firms, The Genesis Group (1986-1989) and Western Venture Development Corporation (1989-1990). Over this period, he has been involved in the preparation of several thousand technical and assessment reports, business plans, business valuations, and feasibility studies for submission to various Canadian stock exchanges and securities commissions as well as for private purposes.

¹⁶ One transaction with a 1000% premium was removed as an outlier
¹⁷ Enterprise value = Market capitalization (equity value) less cash plus debt

EVANS & EVANS, INC.

REYNA SILVER CORP.
June 20, 2025
Page 20

Mr. Michael A. Evans holds: a Bachelor of Business Administration degree from Simon Fraser University, British Columbia (1981); a Master’s degree in Business Administration from the University of Portland, Oregon (1983) where he graduated with honors; the professional designations of Chartered Financial Analyst (CFA), Chartered Business Valuator (CBV) and Accredited Senior Appraiser. Mr. Evans is a member of the CFA Institute, the Canadian Institute of Chartered Business Valuators (“CICBV”) and the American Society of Appraisers (“ASA”).

Ms. Jennifer Lucas, MBA, CBV, ASA, Partner, joined Evans & Evans in 1997. Ms. Lucas possesses several years of relevant experience as an analyst in the public and private sector in British Columbia and Saskatchewan. Her background includes working for the Office of the Superintendent of Financial Institutions of British Columbia as a Financial Analyst. Ms. Lucas has also gained experience in the Personal Security and Telecommunications industries. Since joining Evans & Evans Ms. Lucas has been involved in writing and reviewing several thousand valuation and due diligence reports for public and private transactions.

Ms. Lucas holds: a Bachelor of Commerce degree from the University of Saskatchewan (1993), a Masters in Business Administration degree from the University of British Columbia (1995). Ms. Lucas holds the professional designations of Chartered Business Valuator and Accredited Senior Appraiser. She is a member of the CICBV and the ASA.

11.02 The analyses, opinions, calculations and conclusions were developed, and this Opinion has been prepared in accordance with the standards set forth by the Canadian Institute of Chartered Business Valuators.

11.03 The authors of the Opinion have no present or prospective interest in the Company, or any entity that is the subject of this Opinion, and we have no personal interest with respect to the parties involved.

Yours very truly,

EVANS & EVANS, INC.

AI assistant

Reyna Silver Corp. — Proxy Solicitation & Information Statement 2025

47691_rns_2025-07-18_01f6008d-2aec-438f-ad4e-74c2a39ab3c8.pdf

REYNA SILVER CORP.

LETTER TO SECURITYHOLDERS

THE TRANSACTION

REASONS FOR THE ARRANGEMENT

REQUIRED APPROVALS AND SHAREHOLDER SUPPORT

VOTING PRIOR TO OR AT THE MEETING

THANK YOU

TABLE OF CONTENTS

SUMMARY

The Meeting

Date, Time and Place of Meeting

The Record Date

Purpose of the Meeting

Effect of the Arrangement

Treatment of Shares

Treatment of Convertible Securities

Required Securityholder Approval

The Arrangement

Conditions to Completion of the Arrangement

Recommendation of the Special Committee

Recommendation of the Board

Purposes and Reasons for the Recommendation

Voting Support Agreements

Interests of Certain Directors and Executive Officers of Reyna in the Arrangement

Dissent Rights

Stock Exchange Delisting and Reporting Issuer Status

Risk Factors

MI 61-101 Requirements

Income Tax Considerations

INFORMATION CIRCULAR

APPOINTMENT OF PROXYHOLDER

VOTING BY PROXY

COMPLETION AND RETURN OF PROXY

NON-REGISTERED SHAREHOLDERS

HOW TO VOTE YOUR SECURITIES

QUORUM AND APPROVAL

NOTICE-AND-ACCESS

Cautionary Note Regarding Forward-Looking Information and Forward-Looking Statements

Note to Securityholders in the United States Regarding U.S. Securities Law Matters

VOTING SECURITIES

PRINCIPAL HOLDERS OF SECURITIES

BACKGROUND TO THE ARRANGEMENT

Fairness Opinion

Voting Support Agreements

Recommendation of the Special Committee

Recommendation of the Board

Purposes and Reasons for the Recommendation

Interests of Certain Persons in the Arrangement

Change of Control Benefits

THE ARRANGEMENT

The Arrangement

Principal Steps of the Arrangement

Consideration

Source of Funds for the Arrangement

Effect of the Arrangement

Regulatory Approvals

Effective Date of Arrangement

Dissent Rights

Exchange of Securities

Procedure for Exchange of Shares

Procedure for Exchange of Convertible Securities

Treatment of Dividends

DRS Advices

Extinction of Rights

Covenants

Conduct of Business of the Company

Covenants of the Purchaser Relating to the Arrangement

Acquisition Proposals

Right to Match

Termination of the Arrangement Agreement

Termination Fees and Expenses

Termination Fees

Expenses

Insurance and Indemnification

Closing

Amendments

Governing Law

Reyna Silver Corp. Proxy Solicitation & Information Statement 2025