Shine Minerals Executes Definitive Agreement to Acquire High Grade-Silver-Fluorspar-Barite Silver Project in Arizona

Executive Summary

• Shine Minerals entered into a definitive option agreement to acquire all 11,100,000 shares of Red Cloud Silver Ltd. (RCS) by issuing post‑consolidation shares and cash.
• The transaction is tied to the reactivation of Shine from NEX status to a Tier 2 TSXV issuer and includes a planned 5‑for‑1 share consolidation and a private placement of ~C$1 million at C$0.06 per pre‑consolidation share.
• Completion is subject to TSXV approval, financing, and the ability to exercise the option after $2 M of exploration expenditures on the Arizona Silver District Project.

Key Details

• Option Structure: Shine may acquire 100% of RCS shares by issuing 6,500,000 post‑consolidation common shares on a pro rata basis; if $2 M of exploration spend is completed within one year, an additional 14,200,000 shares and $650,000 cash may be required.
• RCS Existing Option: RCS holds its own option to acquire the Silver District Project from Gulf + Western Industries for US$1.4 M (cash & share payments) by 31 Oct 2028, with Gulf retaining a 2% NSR royalty.
• Share Issuance Cap for Gulf: The Company will not issue more than 3,000,000 shares to Gulf, nor allow Gulf to hold >9.9% of Shine’s outstanding shares.
• Financing & Consolidation: Prior to closing, Shine will complete a 5‑for‑1 share consolidation and conduct a non‑brokered private placement for gross proceeds of approximately C$1 million at C$0.06 per pre‑consolidation share. Proceeds earmarked for transaction costs, reactivation expenses, initial exploration on the Project, and general working capital.
• Regulatory Conditions: Completion contingent upon TSXV acceptance of the definitive agreement, satisfaction of all precedent conditions, and successful reactivation filing with the TSXV. Trading will resume only after required filings and TSXV approval.
• Management Comment: CEO Dev Randhawa highlighted the strategic timing for a “drill‑ready” silver asset amid a perceived global supply deficit and cited bullish outlooks from industry investors such as Eric Sprott.

Notable Quotes

“The timing is highly favorable for this advanced, drill-ready silver asset in Arizona…silver is going to skyrocket,” – Dev Randhawa, CEO, Shine Minerals Corp.

Materiality Assessment: Material – Positive (the announcement details a significant acquisition option, financing activity, and corporate reactivation that could materially affect shareholder value).