SHINE MINERALS EXECUTES DEFINITIVE AGREEMENT TO ACQUIRE HIGH GRADE-SILVER-FLUORSPAR-BARITE SILVER PROJECT IN ARIZONA
Further to Shine Minerals Corp.’s press releases dated Dec. 11, 2025, and Dec. 17, 2025, it has entered into a definitive option to acquire agreement dated Dec. 23, 2025, with Red Cloud Silver Ltd. (RCS) outlining the principal terms of a proposed transaction pursuant to which Shine has been granted an option to acquire all of the 11.1 million issued and outstanding common shares of RCS pursuant to the terms of the definitive agreement.
Dev Randhawa, Shine chief executive officer, commented: “The timing is highly favourable for this advanced, drill-ready silver asset in Arizona. With a limited number of primary silver producers globally, the market is facing a structural supply deficit as demand continues to outpace mine production. While gold has performed well, silver’s fundamentals are increasingly compelling. Prominent industry investors, including Eric Sprott, CEO of the Eric Sprott Family Office, have highlighted the growing imbalance in the silver market and the resulting upside potential. Sprott recently stated that ‘silver is going to skyrocket,’ citing price targets ranging from $200 to $500 from respected market analysts.”
RCS is a private British Columbia company that holds an option on the Silver District exploration project located in La Paz county, Arizona, United States. The proposed transaction is intended to serve as Shine’s reactivation from the NEX board to a Tier 2 mining issuer in accordance with TSX-V Policy 2.6, Section 1.4 (Reactivation of NEX Issuers).
Proposed transaction structure
As set out in the definitive agreement, the company has acquired the right and option to purchase all of the 11.1 million issued and outstanding shares of RCS by issuing 6.5 million postconsolidation (as defined below) common shares of the company to the shareholders of RCS on a pro rata basis. The issuance of these shares is not expected to result in the company acquiring any ownership interest in RCS; rather, it grants the company the contractual right to acquire RCS in the future.
Following the company’s completion of $2-million in exploration expenditures on the project within one year, the company may, in its sole discretion, exercise its option to acquire 100 per cent of the RCS shares by issuing an additional 14.2 million postconsolidation shares and paying $650,000 in cash to the RCS shareholders on a pro rata basis.
RCS is currently a party to an option to acquire a 100-per-cent interest in the project from Gulf + Western Industries Inc. by making $1.4-million (U.S.) in staged cash and share payments to Oct. 31, 2028 (the RCS option agreement). If the RCS option is exercised, Gulf will retain a 2-per-cent net smelter return royalty. During the term of the RCS option, RCS is responsible for maintaining the property in good standing and for making all payments required under the RCS option. Any RCS shares required to be issued to Gulf under the RCS option agreement will be issued by the company, subject to a restriction that the company will not issue Gulf more than three million shares, or such number of shares that would result in Gulf holding more than 9.9 per cent of the company’s outstanding shares.
Prior to closing the proposed transaction, the company will complete a five-for-one share consolidation and a non-brokered private placement for gross proceeds of approximately $1-million at six cents per preconsolidation share. Proceeds will be used to finance transaction costs, reactivation expenses, initial exploration on the project and general working capital. The consolidation and financing will be conditions to closing.
The completion of the proposed transaction remains subject to TSX-V acceptance and satisfaction of all conditions precedent set out in the definitive agreement. There can be no assurance that the option will be exercised or that the proposed transaction will be completed as contemplated.
In connection with the proposed transaction, the company has applied to the TSX-V for reactivation of trading of its shares in accordance with applicable TSX-V policies. Trading will not resume until all required filings have been completed and TSX-V approval has been obtained.
About Shine Minerals Corp.
Shine Minerals is a Canada-based natural resource focused company. The company is engaged in the acquisition, exploration, evaluation and development of mineral resource assets.
