MTI(US:MTX) TMX Newsfile·2026-01-19 12:30Core Viewpoint - Shine Minerals Corp. has successfully closed a private placement for gross proceeds of $1.5 million, which will be utilized for transaction costs, reactivation expenses, initial exploration on the Project, and general working capital [1]. Group 1: Private Placement and Financial Details - The private placement raised a total of $1.5 million, which will fund various expenses including transaction costs and initial exploration [1][7]. - Certain insiders participated in the offering, contributing $56,340, which is classified as a related party transaction [3]. - The company plans to rely on exemptions from formal valuation and minority shareholder approval requirements due to insider participation not exceeding 25% of the fair market value of the company's market capitalization [3]. Group 2: Proposed Transaction Structure - Shine Minerals has acquired the right to purchase all 11,100,000 shares of Red Cloud Silver (RCS) by issuing 6,500,000 post-consolidation common shares to RCS shareholders [4]. - Following the completion of $2 million in exploration expenditures on the Project within one year, the company may exercise its option to acquire 100% of RCS shares by issuing an additional 14,200,000 shares and paying $650,000 in cash [5]. Group 3: RCS Option and Project Details - RCS holds an option to acquire a 100% interest in the Silver District Exploration Project by making staged cash and share payments totaling $1.4 million by October 31, 2028 [6]. - If the RCS option is exercised, Gulf + Western Industries will retain a 2% net smelter return royalty [6]. Group 4: Share Consolidation and Conditions - Prior to closing the proposed transaction, the company will complete a 5-for-1 share consolidation and a non-brokered private placement for approximately C$1,500,000 at C$0.06 per pre-consolidation share [7]. - The completion of the proposed transaction is subject to TSXV acceptance and satisfaction of all conditions outlined in the Definitive Agreement [8][9].