Shine Enters Into Binding Letter of Intent to Earn-In to Arizona Silver Property and Announces Proposed Financing

Executive Summary

• Shine Minerals Corp. entered a binding LOI to obtain an option to acquire all 11,100,000 shares of Red Cloud Silver Ltd. (RCS) in exchange for post‑consolidation shares and cash.
• The transaction is structured to enable Shine’s reactivation from the NEX board to a Tier 2 Mining Issuer on the TSXV, subject to a 5‑for‑1 share consolidation and a private placement financing of ~C$1 million at C$0.06 per pre‑consolidation share.
• Completion is contingent on customary closing conditions, including receipt of TSXV approvals, execution of a definitive agreement by Jan 10 2026, and satisfaction of ownership caps (≤49.9% vendor shares; ≤9.9% Gulf holding).

Key Details

• Option Structure:
• Shine will receive an option to purchase all RCS shares by issuing 6,500,000 post‑consolidation common shares to RCS shareholders on a pro‑rata basis (no immediate ownership of RCS).

• After spending $2 M in exploration on the Silver District Exploration Project within one year, Shine may exercise the option by issuing an additional 14,200,000 post‑consolidation shares and paying $650,000 cash to RCS shareholders.

• RCS Existing Option:

• RCS holds an option to acquire 100 % of the Silver District Project from Gulf + Western Industries for US$1.4 M in staged payments (deadline Oct 31 2028).

• Gulf retains a 2 % net smelter return royalty and may receive up to 3,000,000 shares (or enough to hold ≤9.9 % of Shine) under the RCS Option Agreement.

• Financing & Consolidation:

• Prior to closing, Shine will complete a 5‑for‑1 share consolidation.
• A non‑brokered private placement is planned for gross proceeds of approximately C$1 M at C$0.06 per pre‑consolidation share.

• Proceeds will fund transaction costs, reactivation expenses, initial exploration on the Project, and general working capital.

• Ownership Caps & Control:

• Vendor shares (RCS shareholders) will represent ≤49.9 % of Shine’s post‑financing issued and outstanding shares.
• No individual vendor, Gulf, or group acting jointly will hold ≥9.9 % of Shine’s shares at closing.

• No person will become a “Control Person” (≥20 %) as a result of the transaction.

• Closing Conditions:

• Completion of the C$1 M financing.
• Execution of a mutually acceptable definitive agreement.
• Completion of the share consolidation.
• Receipt of all required corporate, shareholder (if needed), regulatory and TSXV approvals.

• Satisfactory due diligence, no material adverse change, and compliance with TSXV listing requirements for Tier 2 issuers.

• Timeline:

• Definitive Agreement expected on or before Jan 10 2026 (subject to extension).

Notable Quotes

(No direct quotes were provided in the release.)