Shine Minerals Corp. Announces Closing of Private Placement

Executive Summary

• Shine Minerals Corp. closed a private placement raising C$1.5 million (≈ US$1.5 M) to fund reactivation, transaction costs and initial exploration on the Silver District Project.
• The company secured an option to acquire 11,100,000 shares of Red Cloud Silver (RCS) by issuing 6,500,000 post‑consolidation shares, with a further optional acquisition after $2 M of exploration spending.
• A 5‑for‑1 share consolidation and the private placement are conditions to the proposed transaction and TSXV reactivation.

Key Details

• Private Placement Gross Proceeds: C$1.5 million (≈ US$1.5 M).
• Use of Proceeds: Transaction costs, reactivation expenses, initial exploration on the Silver District Project, general working capital.
• Insider Participation: Insiders purchased securities worth $56,340; treated as a related‑party transaction under MI 61‑101 (≤25% of fair market value).
• Option to Acquire RCS Shares: Right to purchase all 11,100,000 issued/outstanding RCS shares by issuing 6,500,000 post‑consolidation Shine shares on a pro‑rata basis. No immediate ownership interest is created.
• Conditional Follow‑On Option: After spending $2 M on exploration within one year, Shine may issue an additional 14,200,000 post‑consolidation shares and pay $650,000 cash to acquire 100% of RCS shares.
• RCS Existing Option: RCS holds an option to buy a 100% interest in the Silver District Project from Gulf + Western Industries for US$1.4 M (cash & share payments) by 31 Oct 2028; Gulf retains a 2% NSR royalty.
• Share Issuance Limits for Gulf: Under the RCS Option Agreement, Shine will not issue more than 3,000,000 shares to Gulf, nor allow Gulf to hold >9.9% of Shine’s outstanding shares.
• Share Consolidation: Prior to closing, Shine will complete a 5‑for‑1 share consolidation (pre‑consolidation price C$0.06).
• Financing Terms: Non‑brokered private placement at C$0.06 per pre‑consolidation share; gross proceeds ≈ C$1.5 M.
• Closing Conditions: Subject to TSXV acceptance, satisfaction of all definitive agreement conditions, and completion of the consolidation and financing.
• TSXV Reactivation: Shine has applied for reactivation of trading; trading will resume only after required filings and TSXV approval.

Notable Quotes

• “The closing of this private placement provides us with the capital needed to reactivate our listing, fund essential transaction costs, and commence exploration on a high‑potential project,” – Dev Randhawa, CEO.