Mr. Ross McElroy reports
SHINE ANNOUNCES UNSECURED LOANS
Shine Minerals Corp. has entered into agreements with a non-arm's-length private company wholly owned by Ross McElroy, the president and chief executive officer of
the company, and a non-arm's-length private company wholly owned by Dev Randhawa, the
executive chairman of the company, pursuant to which the lenders will
provide financing to Shine by way of unsecured promissory notes, each with a principal amount of
$205,000. The proceeds of the loans will be used by the company to make an option
payment in connection with the previously announced proposed transaction with Red Cloud Silver Ltd. (RCS) pursuant to the terms of a definitive option agreement
dated Dec. 23, 2025, as amended by an amending agreement dated March 24, 2026. The
proposed transaction remains subject to the approval of the TSX Venture Exchange.
The loans are unsecured and all payments of principal and accrued interest will be deferred and repaid
at the discretion of the company, in whole or in part at any time. The loans will bear an annual interest
rate of 10 per cent, payable at the discretion of the company.
The issuance of the loans is a related party transaction within the meaning of Multilateral Instrument
61-101, Protection of Minority Security Holders in Special Transactions, but is 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 loans represent loans on commercial terms that are not less
advantageous to the company than if the loans were obtained from a person dealing at arm's length,
and the loans are not convertible or repayable in equity securities.
About Shine Minerals Corp.
Shine Minerals 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 TSX Venture Exchange Policy 2.6, Section 1.4, with a
focus on quality exploration assets and a disciplined approach to capital allocation.
We seek Safe Harbor.
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