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Shine Minerals Updates High-Grade Silver District Project, Southern Arizona

MWN-AI** Summary

Shine Minerals Corp. (TSXV: SMR.H) has announced a significant update regarding its proposed transaction with Red Cloud Silver Inc. (RCS), as outlined in a definitive option agreement dated December 23, 2025, and subsequently amended on March 24, 2026. Under this agreement, Shine aims to acquire all 11,100,000 common shares of RCS. The option to acquire these shares can be exercised by Shine through the delivery of a purchase notice, allowing the exchange of shares where Shine will issue 20,700,000 of its own common shares to RCS shareholders.

Key modifications in the transaction have occurred through the Amending Agreement. Notably, RCS has the option to waive a previously stated requirement of $2 million in expenditures necessary to fully exercise the option. Additionally, the $650,000 cash payment from Shine to RCS is contingent on Shine successfully raising a minimum of $5 million through financing activities.

The completion of share issuance and transfer is expected within 30 days following the Purchase Notice and is subject to approval from the TSX Venture Exchange (TSXV) and relevant securities regulations. The transaction also includes a finder’s fee of 1,000,000 common shares payable to a third-party finder.

Through this proposed acquisition, Shine intends to revitalize its business as it transitions from the NEX board to a Tier 2 Mining Issuer status. RCS holds an option on the Silver District Exploration Project, located in La Paz County, Arizona, which is anticipated to enhance Shine's mineral exploration and resource valuation efforts.

Shine Minerals Corp. is focused on the acquisition and development of natural resource assets, aiming to capitalize on opportunities within the mineral exploration sector, bolstered by this strategic transaction.

MWN-AI** Analysis

Shine Minerals Corp. (TSXV: SMR.H) recently announced significant updates regarding its proposed transaction with Red Cloud Silver Inc. (RCS), which should capture the attention of investors seeking exposure to the silver mining sector. With the potential acquisition of RCS's shares, Shine has positioned itself favorably, especially considering that RCS holds an option on the high-grade Silver District Exploration Project located in La Paz County, Arizona. This project could offer significant exploration upside, potentially driving shareholder value as demand for precious metals remains robust.

The amended agreement, which waives the previous $2,000,000 in expenditures required to exercise the option and redefines the cash payment structure, reflects a strategic flexibility in this transaction, indicative of RCS’s commitment to facilitating this deal. Notably, the capital raise of $5,000,000 will be crucial for Shine to fulfill its financial obligations—investors should monitor this closely as it will signal market confidence and liquidity.

Furthermore, the issuance of 20,700,000 common shares in exchange for the acquisition can dilute existing shares, but it may also enhance long-term value if project exploration leads to tangible results. Those considering an investment should weigh the potential for increased share volume against the backdrop of existing and prospective resource valuations driven by silver demand.

While Shine secures its pathway from the NEX board back to Tier 2 Mining Issuer, inherent risks persist, including commodity price volatility and regulatory approval timelines. Thus, investor sentiment may be shaped by material exploration results from the Silver District Project and broader market conditions.

In conclusion, while Shine’s prospects seem promising, thorough due diligence is necessary for potential investors to evaluate the risks and potential rewards of engaging with Shine Minerals at this pivotal juncture.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: TMX Newsfile

Kelowna, British Columbia--(Newsfile Corp. - March 25, 2026) - Shine Minerals Corp. (TSXV: SMR.H) ("Shine" or the "Company") is pleased to provide an update on the proposed transaction (the "Proposed Transaction") with Red Cloud Silver Inc. ("RCS"), whereby pursuant to the terms of a definitive option agreement (the "Definitive Agreement") dated December 23, 2025, as amended by an amending agreement dated March 24, 2026 (the "Amending Agreement"), Shine has been granted an option to acquire all of the 11,100,000 issued and outstanding common shares of RCS (the "RCS Shares"). This press release is being published in accordance Section 3.5 of TSX Venture Exchange (the "TSXV") Policy 3.3 – Timely Disclosure.

Pursuant to the Amending Agreement, Shine may elect to exercise the option to acquire RCS (the "Option") and acquire all of the issued and outstanding RCS Shares, upon the delivery of a purchase notice (the "Purchase Notice"). Upon receipt of the Purchase Notice, Shine will acquire from the holders of RCS Shares, all of the issued and outstanding RCS Shares by issuing 20,700,000 common shares of Shine (the "Shine Shares"). Further, pursuant to the Amending Agreement, RCS may waive the previously announced $2,000,000 in expenditures required to exercise the Option in full. The previously announced $650,000 cash payment due from Shine to RCS in connection with the Option is now payable if Shine completes a financing or series of financings for minimum aggregate gross proceeds of $5,000,000. The issuance of the Shine Shares and the transfer of the RCS Shares are to occur within 30 days after delivery of the Purchase Notice and remain subject to the approval of the TSXV and applicable securities laws.

As previously disclosed, in connection with the Proposed Transaction, a finder's fee of 1,000,000 common shares in the capital of the Company is payable to an arm's-length finder, subject to compliance with applicable securities laws, the policies (including TSXV Policy 5.1) and approval of the TSXV.

RCS is a private British Columbia company that holds an option on the Silver District Exploration Project located in La Paz County, Arizona, USA (the "Project"). The Proposed Transaction is intended to serve as Shine's reactivation from the NEX board to a Tier 2 Mining Issuer in accordance with TSXV Policy 2.6, Section 1.4 (Reactivation of NEX Issuers).

About Shine Minerals Corp.

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

Shine Minerals Corp.
750-1620 Dickson Ave
Kelowna, BC V1Y 9Y2

Contact Information:
Investor Relations
info@shine-minerals.ca
Telephone: 250-868-6553

ON BEHALF OF THE BOARD
"Dev Randhawa"
Dev Randhawa, CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information

Certain statements contained in this release constitute forward-looking information within the meaning of applicable Canadian securities laws. Such forward-looking statements relate to: the Definitive Agreement, as amended, the Proposed Transaction, including the potential exercise of Shine's option to acquire all of the issued and outstanding shares of RCS, the Project, the exploration potential of the Project and any of the Company's other mineral projects; and potential future production.

In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "occur" or "be achieved" suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the Company can raise additional financing to continue operations; the results of exploration activities, commodity prices, the timing and amount of future exploration and development expenditures, the availability of labour and materials, receipt of and compliance with necessary regulatory approvals and permits, the estimation of insurance coverage, and assumptions with respect to currency fluctuations, environmental risks, title disputes or claims, and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks inherent in the exploration and development of mineral deposits, including risks relating to the ability to access infrastructure, risks relating to the failure to access financing, risks relating to changes in commodity prices, risk related to unanticipated geological or structural formations and characteristics risks related to current global financial conditions, risks related to current global financial conditions and the impact of any future global pandemic on the Company's business, reliance on key personnel, operational risks inherent in the conduct of exploration and development activities, including the risk of accidents, labour disputes and cave-ins, regulatory risks including the risk that permits may not be obtained in a timely fashion or at all, financing, capitalization and liquidity risks, risks related to disputes concerning property titles and interests, environmental risks and the additional risks identified in the "Risk Factors" section of the Company's reports and filings with applicable Canadian securities regulators.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/289815

FAQ**

How is the local economy in Kelowna, BC, affecting the investment landscape for companies like Shine Minerals Corp. PAUFF in the mining sector?

The robust local economy in Kelowna, BC, driven by a growing population and increasing demand for minerals, enhances the investment landscape for companies like Shine Minerals Corp. (PAUFF) in the mining sector, attracting more capital and interest in resource exploration.

What recent developments in regulations or community attitudes are influencing mining operations around Kelowna, BC, relevant to Shine Minerals Corp. PAUFF's activities?

Recent developments in regulations and growing community advocacy for environmental sustainability in the Okanagan region are influencing mining operations around Kelowna, BC, including Shine Minerals Corp. PAUFF, prompting increased scrutiny and a push for greener practices.

How does the proposed acquisition of RCS by Shine Minerals Corp. PAUFF align with the broader trends in resource exploration and development in British Columbia?

The proposed acquisition of RCS by Shine Minerals Corp. PAUFF aligns with British Columbia's broader trends in resource exploration and development by enhancing access to valuable mineral assets, fostering innovation in sustainable mining practices, and capitalizing on the growing demand for critical resources.

What are the potential risks associated with the Silver District Exploration Project that might impact Shine Minerals Corp. PAUFF's investment strategy moving forward?

Potential risks associated with the Silver District Exploration Project include geological uncertainties, regulatory changes, fluctuating metal prices, environmental concerns, and operational challenges which could significantly impact Shine Minerals Corp.'s investment strategy.

**MWN-AI FAQ is based on asking OpenAI questions about Shine Minerals Corp. (OTC: PAUFF).

Shine Minerals Corp.

NASDAQ: PAUFF

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