00:04:46 EST Tue 20 Jan 2026
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or Name
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Shine Minerals Corp (2)
Symbol SMR
Shares Issued 26,995,388
Close 2025-12-05 C$ 0.05
Market Cap C$ 1,349,769
Recent Sedar+ Documents

Shine Minerals closes $1.5-million private placement

2026-01-19 18:40 ET - News Release

Mr. Dev Randhawa reports

SHINE MINERALS CORP. ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Shine Minerals Corp. has closed its previously announced private placement for aggregate gross proceeds of $1.5-million. Proceeds will be used to finance transaction costs, reactivation expenses, initial exploration on the project and general working capital.

Red Cloud Silver (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 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.

Certain insiders also participated in the offering for $56,340, which is considered to be a related party transaction subject to Multilateral Instrument 61-101. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that participation in the private placement by insiders will not exceed 25 per cent of the fair market value of the company's market capitalization.

Proposed transaction structure

As set out in the definitive agreement, the company has acquired 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 (the RCS 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 $1.5-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.

The completion of the proposed transaction remains subject to TSX-V acceptance and satisfaction of all conditions precedent set out in the definitive agreement. There can be no assurance that the option will be exercised or that the proposed transaction will be completed as contemplated.

In connection with the proposed transaction, the company has applied to the TSX-V for reactivation of trading of its shares in accordance with applicable TSX-V policies. Trading will not resume until all required filings have been completed and TSX-V approval has been obtained.

About Shine Minerals Corp.

Shine Minerals is a Canada-based natural resource focused company. The company is engaged in the acquisition, exploration, evaluation and development of mineral resource assets.

We seek Safe Harbor.

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