Kelowna, British Columbia--(Newsfile Corp. - October 26, 2026) - Shine Minerals Corp. (TSXV: SMR.H) ("Shine" or the "Company") is pleased to announce that the Company continues to pursue the previously announced proposed transaction (the "Proposed Transaction") with Red Cloud Silver Ltd. ("RCS") and is working with regulators on obtaining the required approvals. The Company also wishes to provide clarification on some facts of the private placement (the "Private Placement"), which closed earlier this year, and the previously announced Proposed Transaction.
Clarifying Details of the Private Placement and Related Transactions
The Company wishes to provide additional information regarding the following transactions, as further described below.
Debt Settlements: As further described in the Company's unaudited interim financial statements for the nine months ended March 31, 2026, dated May 21, 2026 (the "Interim Financial Statements"), the Company borrowed C$120,000 from four of its arm's length shareholders pursuant to promissory notes dated October 31, 2025 (the "Notes"). The Notes were unsecured, bore no interest and were repayable on or before April 30, 2026. In connection with the closing of the Private Placement, the Company issued 2,000,000 common shares to repay the Notes without the acceptance of the TSXV.
Closing of Private Placement: The Private Placement closed without the approval of the TSXV and payments were made to RCS in connection with the Proposed Transaction without the acceptance of the TSXV. For further information on the payments, see below under the heading "Unauthorized Payments".
Related Party Loans: As further described in the Interim Financial Statements, the Company previously borrowed an aggregate of C$196,500 from a non-arm's length private company owned by Dev Randhawa, the Executive Chairman of the Company, pursuant to promissory notes dated July 15, 2023 and October 28, 2025, as well as an additional C$138,600 from the same non-arm's length private company owned by Dev Randhawa pursuant to promissory notes dated June 19, 2026, July 21, 2026 and August 7, 2026 and C$60,000 from a non-arm's length private company owned by Ross McElroy, the Company's President and Chief Executive Officer, pursuant to promissory notes dated August 7, 2026 and September 2, 2026, not previously disclosed (collectively, the "Related Party Notes"). The Related Party Notes are unsecured, bear an annual interest of 10% and are repayable at the discretion of the Company. Proceeds from the Related Party Notes were used to make payments in connection with the Proposed Transaction and for general working capital. The Related Party Notes were not accepted by the TSXV and the proceeds were advanced without the acceptance of the TSXV, see below under the heading "Unauthorized Payments". At the time of this press release, $395,100 of the Related Party Notes remains outstanding.
Unauthorized Payments: The Company previously made payments totalling $109,786.96 from the proceeds of the Private Placement, without the acceptance of the TSXV. These payments include, $78,679.14 to pay a technical services invoice, $8,550 in insurance payments, $8,486.76 in property maintenance fees in connection with the Proposed Transaction, $708.75 for Newsfile services and $2,100 for accounting services, and $11,262.31 for legal, financial advisory, transfer agent and other corporate costs. These payments were made to parties that are arm's length to the Company. Additionally, the Company made payments for corporate presentation services totalling $15,750 to a vendor shareholder who is non-arm's length to the Proposed Transaction. In addition, The Company previously made payments totalling $395,100 from the proceeds of the Related Party Notes, without the acceptance of the TSXV. These payments include, $256,340 towards the Silver District project in connection with the Proposed Transaction, $40,397 for costs related to compliance (including audit costs) and $98,363 to consultants and administrative costs.
Finder Fees: The Company previously disclosed in the press release dated December 11, 2025 announcing the Proposed Transaction that the parties are arm's length and that no finder's fees are payable in connection with the Proposed Transaction. Further to the press releases dated January 30, 2026 and March 25, 2026, the Company confirms that a finder's fee of up to 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 acceptance of the TSXV.
The Related Party Notes are each a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but are exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(f) of MI 61-101, as the Company is not listed or quoted on any of the markets listed in subsection 5.5(b) of MI 61-101, the Related Party Notes each represent a loan on commercial terms that are not less advantageous to the Company than if the Related Party Notes were obtained from a person dealing at arm's length and the Related Party Notes are not convertible or repayable in equity securities.
About Shine Minerals Corp.
Shine Minerals Corp. (TSXV: SMR.H) is a Canadian junior resource company currently listed on the NEX board of the TSX Venture Exchange. The Company is pursuing value-accretive transactions to re-establish itself as an active Tier 2 Mining Issuer in accordance with TSXV Policy 2.6, Section 1.4, with a focus on quality exploration assets and a disciplined approach to capital allocation.
On behalf of Shine Minerals Corp.
Ross McElroy
President and Chief Executive Officer
For further information, please contact:
Shine Minerals Corp. Ross McElroy,
President and Chief Executive Officer
E-mail: info@shine-minerals.ca
Cautionary Statements
Neither the TSX Venture Exchange (the "TSXV") nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
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 repayment of the Notes, the Proposed Transaction, and other statements relating to the technical, financial and business prospects of the Company, and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company's profile on SEDAR+ at www.sedarplus.ca. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/321078
