Mr. Dev Randhawa reports

SHINE ENTERS INTO BINDING LETTER OF INTENT TO EARN-IN TO ARIZONA SILVER PROPERTY AND ANNOUNCES PROPOSED FINANCING

Shine Minerals Corp. has entered into a binding letter of intent (the LOI) dated Dec. 10, 2025, with Red Cloud Silver Ltd. (RCS) outlining the principal terms of a proposed transaction pursuant to which Shine will be granted an option to acquire all of the 11.1 million issued and outstanding common shares of RCS pursuant to the terms of a definitive option agreement.

RCS is a private British Columbia company that holds an option on the Silver District exploration project located in La Paz county, Arizona, United States. The proposed transaction is intended to constitute an arm's-length acquisition under TSX Venture Exchange Policy 1.1 and Policy 5.2 (Changes of Business and Reverse Takeovers), and to serve as Shine's reactivation from the NEX board to a Tier 2 mining issuer in accordance with TSX-V Policy 2.6, Section 1.4 (Reactivation of NEX Issuers). The LOI is binding and provides a framework for the negotiation and execution of a definitive agreement.

Proposed transaction structure

As set out in the LOI, pursuant to the proposed transaction, the company will acquire the right and option to purchase all of the 11.1 million issued and outstanding shares of RCS by issuing 6.5 million postconsolidation (as defined below) common shares of the company to the shareholders of RCS on a pro rata basis. The issuance of these shares is not expected to result in the company acquiring any ownership interest in RCS; rather, it grants the company the contractual right to acquire RCS in the future.

Following the company's completion of $2-million in exploration expenditures on the project within one year, the company may, in its sole discretion, exercise its option to acquire 100 per cent of the RCS shares by issuing an additional 14.2 million postconsolidation shares and paying $650,000 in cash to the RCS shareholders on a pro rata basis.

RCS is currently a party to an option to acquire a 100-per-cent interest in the project from Gulf + Western Industries Inc. by making $1.4-million (U.S.) in staged cash and share payments to Oct. 31, 2028. If the RCS option is exercised, Gulf will retain a 2-per-cent net smelter return royalty. During the term of the RCS option, RCS is responsible for maintaining the property in good standing and for making all payments required under the RCS option. Any RCS shares required to be issued to Gulf under the RCS option agreement will be issued by the company, subject to a restriction that the company will not issue Gulf more than three million shares, or such number of shares that would result in Gulf holding more than 9.9 per cent of the company's outstanding shares.

Prior to closing the proposed transaction, the company will complete a one-for-five share consolidation and a non-brokered private placement for gross proceeds of approximately $1-million at six cents per preconsolidation share. Proceeds will be used to finance transaction costs, reactivation expenses, initial exploration on the project and general working capital. The consolidation and financing will be conditions to closing.

To comply with TSX-V policies 1.1 and 3.1:

• The vendor shares will collectively represent no more than 49.9 per cent of Shine's issued and outstanding shares following completion of the financing;
• No individual vendor (or group acting jointly or in concert) or Gulf will hold 9.9 per cent or more of the issued and outstanding shares upon closing;
• No person will become a control person (20 per cent or greater) as a result of the proposed transaction.

Conditions to closing

Completion of the proposed transaction is subject to customary conditions, including:

• Completion of the financing for minimum gross proceeds of $1-million;
• Execution of a mutually acceptable definitive agreement;
• Completion of the one-for-five consolidation;
• Receipt of all required corporate, shareholder (if required), regulatory and TSX Venture Exchange approvals;
• Satisfactory due diligence by both parties;
• Absence of any regulatory or legal impediment to the transaction;
• No material adverse change in either party's business, assets or financial condition;
• Shine meeting the continued listing requirements for a Tier 2 mining issuer postclosing, as prescribed by Policy 2.6, Section 1.4.

About Red Cloud Silver Ltd.

Red Cloud Silver is a private company focused on advancing the project in Arizona. RCS holds an option to acquire 100 per cent of the project and is led by an experienced technical and capital markets team.

About Shine Minerals Corp.

Shine Minerals is a Canadian junior resource company currently listed on the NEX board of the TSX Venture Exchange. The company is pursuing value-accretive transactions to re-establish itself as an active Tier 2 mining issuer in accordance with TSX-V Policy 2.6, Section 1.4, with a focus on quality exploration assets and a disciplined approach to capital allocation.

We seek Safe Harbor.