Shine Enters Into Binding Letter of Intent to Earn-In to Arizona Silver Property and Announces Proposed Financing
(TheNewswire)
Vancouver, British Columbia – TheNewswire - December 11, 2025 – Shine MineralsCorp. (TSXV: SMR.H) (“Shine” or the “Company”) is pleased to announce that it has entered into a bindingletter of intent (the “ LOI ”) dated December 10, 2025 with Red CloudSilver Ltd. (“ RCS ”) outlining the principal terms of aproposed transaction (the “ Proposed Transaction ”) pursuant to whichShine will be granted an option to acquire all of the 11,100,000issued and outstanding common shares of RCS (the “ RCS Shares ”)pursuant to the terms of a definitive option agreement (the“ DefinitiveAgreement ”).
RCS is a private British Columbia company that holds anoption on the Silver District ExplorationProject located in La Paz County, Arizona, USA (the “ Project ”). The Proposed Transaction isintended to constitute an arm’s-length acquisition under TSXV Policy1.1 and Policy 5.2 ( Changesof Business and Reverse Takeovers ), and to serveas Shine’s reactivation from the NEX board to a Tier 2 Mining Issuerin accordance with TSXV Policy 2.6, Section 1.4 ( Reactivation of NEX Issuers ). The LOI is binding and provides a framework for thenegotiation and execution of a definitive agreement (the“ DefinitiveAgreement ”).
As set out in the LOI, pursuant to the ProposedTransaction, the Company will acquire the right and option to purchaseall of the 11,100,000 issued and outstanding shares of RCS by issuing 6,500,000post-Consolidation (as defined below) common shares of the Company(each, a “ Share ”) to the shareholders of RCS (“ RCS Shareholders ”) on a pro rata basis. Theissuance of these Shares is not expected to result in the Companyacquiring any ownership interest in RCS; rather, it grants the Companythe contractual right to acquire RCS in the future.
Following the Company’s completion of $2,000,000 inexploration expenditures on the Project within one year, the Companymay, in its sole discretion, exercise its option to acquire 100% ofthe RCS Shares by issuing an additional 14,200,000 post-ConsolidationShares and paying $650,000 in cash to the RCS Shareholders on a prorata basis.
RCS is currently a party to an option (the“ RCS Option ”) to acquire a 100% interest in the Project from Gulf +Western Industries, Inc. (“ Gulf ”) by making US$1.4 million in stagedcash and share payments to October 31, 2028 (the “ RCS Option Agreement ”). If the RCS Option is exercised, Gulf will retain a 2%net smelter return royalty. During the term of the RCS Option, RCS isresponsible for maintaining the property in good standing and formaking all payments required under the RCS Option. Any RCS Sharesrequired to be issued to Gulf under the RCS Option Agreement will beissued by the Company, subject to a restriction that the Company willnot issue Gulf more than 3,000,000 Shares, or such number of Sharesthat would result in Gulf holding more than 9.9% of the Company’soutstanding Shares.
Prior to closing the Proposed Transaction, the Companywill complete a 5-for-1 share consolidation (the “ Consolidation ”) anda non-brokered private placement for gross proceeds of approximatelyC$1,000,000 at C$0.06 per pre-Consolidation Share (the “ Financing ”). Proceeds will be used to fund transaction costs,reactivation expenses, initial exploration on the Project, and generalworking capital. The Consolidation and Financingwill be conditions to closing.
To comply with TSXV Policies 1.1 and 3.1:
The Vendor Shares will collectively represent no morethan 49.9% of Shine’s issued and outstanding shares followingcompletion of the Financing;
No individual Vendor (or group acting jointly or inconcert) or Gulf will hold 9.9% or more of the issued and outstandingShares upon closing; and
No person will become a Control Person (20% or greater)as a result of the Proposed Transaction.
Completion of the Proposed Transaction is subject tocustomary conditions, including:
Completion of the Financing for minimum gross proceedsof C$1,000,000;
Execution of a mutually acceptable DefinitiveAgreement;
Completion of the 5-for-1 Consolidation;
Receipt of all required corporate, shareholder (ifrequired), regulatory and TSXV approvals;
Satisfactory due diligence by both parties;
Absence of any regulatory or legal impediment to thetransaction;
No material adverse change in either party’sbusiness, assets or financial condition; and
Shine meeting the continued listing requirements for aTier 2 Mining Issuer post-closing, as prescribed by Policy 2.6,Section 1.4.
Red Cloud Silver Ltd. is a private company focused onadvancing the Project in Arizona. RCS holds an option to acquire 100%of the Project and is led by an experienced technical andcapital-markets team.
Shine Minerals Corp. (TSXV: SMR.H) is a Canadian juniorresource company currently listed on the NEX board of the TSX VentureExchange. The Company is pursuing value-accretive transactions tore-establish itself as an active Tier 2 Mining Issuer in accordancewith TSXV Policy 2.6, Section 1.4, with a focus on quality explorationassets and a disciplined approach to capital allocation.
The Definitive Agreement is expected to be executed onor before January 10, 2026, unless extended by mutual consent.Completion of the Proposed Transaction is subject to TSXV and otherregulatory approvals, and there can be no assurance that thetransaction will be completed as proposed or at all.
The parties are at arm’s length, and no finder’sfees are payable in connection with the Proposed Transaction. Afurther announcement will be made upon execution of the DefinitiveAgreement and completion of the Financing.
This news release contains “forward ? looking information or statements”within the meaning of applicable securities laws, which may include,without limitation, statements that address the Company’s plans forthe Proposed Transaction, the closing of the Proposed Transaction, thecompletion of the Consolidation, the closing of the Financing, andother statements relating to the technical, financial and businessprospects of the Company, and other matters. All statements in thisnews release, other than statements of historical facts, that addressevents or developments that the Company expects to occur, areforward-looking statements. Although the Company believes theexpectations expressed in such forward-looking statements are based onreasonable assumptions, such statements are notguarantees of future performance and actual results may differmaterially from those in the forward-looking statements. Suchstatements and information are based on numerous assumptions regardingreceipt of TSXV and other required approvals for the ProposedTransaction, present and future business strategies and theenvironment in which the Company will operate in the future, includingthe price of metals, the ability to achieve its goals, that generalbusiness and economic conditions will not change in a material adversemanner, that financing will be available if and when needed and onreasonable terms. Such forward-looking information reflects theCompany’s views with respect to future events and is subject torisks, uncertainties and assumptions, including those filed under theCompany’s profile on SEDAR+ at www.sedarplus.ca. The Company doesnot undertake to update forward ? looking statements or forward ? looking information, except asrequired by law.
For further information, please contact:
Shine Minerals Corp.
Dev Randhawa, Chief Executive Officer
E-mail: info@shineminerals.ca
Neither the TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release.
Copyright (c) 2025 TheNewswire - All rights reserved.
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