Cal-Maine Foods(US:CALM) Thenewswire·2025-12-11 13:00Core Viewpoint - Shine Minerals Corp. has entered into a binding letter of intent with Red Cloud Silver Ltd. to acquire all issued and outstanding common shares of RCS, marking a significant step towards reactivating Shine as a Tier 2 Mining Issuer on the TSX Venture Exchange [1][2][10] Proposed Transaction Structure - The proposed transaction involves Shine acquiring the right to purchase 11,100,000 shares of RCS by issuing 6,500,000 post-Consolidation common shares to RCS shareholders on a pro rata basis, without initially acquiring ownership in RCS [3][4] - After completing $2,000,000 in exploration expenditures on the Silver District Exploration Project, Shine may exercise its option to acquire 100% of RCS shares by issuing an additional 14,200,000 post-Consolidation shares and paying $650,000 in cash [4] RCS and Project Details - RCS holds an option to acquire a 100% interest in the Silver District Exploration Project in Arizona, requiring staged cash and share payments totaling US$1.4 million by October 31, 2028 [5] - If the RCS Option is exercised, Gulf + Western Industries will retain a 2% net smelter return royalty [5] Financial and Regulatory Conditions - Prior to closing, Shine will complete a 5-for-1 share consolidation and a non-brokered private placement for approximately C$1,000,000 at C$0.06 per pre-Consolidation share, with proceeds allocated for transaction costs and initial exploration [6][10] - Conditions for closing include ensuring that vendor shares do not exceed 49.9% of Shine's outstanding shares and that no individual vendor holds 9.9% or more of the shares [7][13] Company Background - Shine Minerals Corp. is currently listed on the NEX board and aims to reactivate as a Tier 2 Mining Issuer, focusing on quality exploration assets and disciplined capital allocation [9] - The Definitive Agreement for the transaction is expected to be executed by January 10, 2026, subject to regulatory approvals [10][11]