Torex Gold Resources has announced a definitive agreement to acquire the issued and outstanding common shares of Reyna Silver, excluding those held by Torex, for a cash consideration of C$36m ($26m) or C$0.13 per share.
The deal will proceed through a court-approved plan of arrangement, necessitating the approval of at least two-thirds of the votes cast by Reyna Silver shareholders and security holders.
The agreement also outlines the automatic vesting and cancellation of options and restricted share units at the effective time of the transaction, with cash payments to be made based on the consideration.
The arrangement agreement includes a $1.4m termination fee and an expense reimbursement fee of up to $450,000 under certain conditions.
The transaction is subject to approval by Reyna Silver’s shareholders, the court, and regulatory bodies, including the TSX Venture Exchange.
Torex president and CEO Jody Kuzenko said: “The acquisition of Reyna Silver provides Torex with immediate access to new and exciting early-stage exploration projects within prolific mining camps in northern Mexico and Nevada, consistent with our strategy to create a diversified, Americas-focused precious metals producer built on a portfolio of quality assets, including exploration and development stage projects and producing mines.”
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By GlobalDataConcurrent with the acquisition, Torex has agreed to a non-brokered private placement investment of $1.1m in Reyna Silver.
The units issued will include one share and one warrant, with the warrant’s exercise price being adjusted to match the market price if it is lower than the consideration.
Reyna Silver has committed the proceeds from the private placement to fulfil payments related to its option agreements in Nevada.
These include extensions and modifications to the payment schedules for the Gryphon Summit and Medicine Springs projects, with payments already made or scheduled up to 7 July 2025.
Reyna Silver CEO Jorge Ramiro Monroy said: “We are thrilled to announce that Reyna has entered a Definitive Agreement with Torex. In 2020, recognising the need for producers to replenish their ounces, we set out to create a company with the premise of looking for projects with high-grade and district-scale potential.
“We put together an outstanding portfolio of four projects in Mexico and Nevada. Taking each project from initial concept to proof of concept, the Reyna Board recognises that in the current financing environment, the Torex offer allows these projects to remain as a portfolio and to have the necessary capital and expertise to move them to the next stage.”
Legal counsel for the transaction includes DuMoulin Black and Edwards, Kenny & Bray for Reyna Silver, and Cassels Brock & Blackwell for Torex. Evans and Evans provided a fairness opinion.
Last month, Torex Gold Resources officially started commercial production at the Media Luna mine in Mexico, following the successful completion of the development phase of the Media Luna project.
