Shine Minerals Corp. Announces Debt Settlement
News Release - Vancouver, British Columbia – February 20. 2025 Shine Minerals Corp. (the "Company") (TSX-V: SMR.H) Shine announces a strategic balance sheet improvement plan aligning debt holders and capital investments with its long-term vision. The Company’s Proposed settlement of $1,151,575 in corporate debt owed to certain insiders of the Company, through share conversion at $0.05 per share.
- Detailed information to be provided in an upcoming information circular, pending regulatory approvals. The Company seeks shareholder approval at its April 15, 2025 Special Shareholder Meeting.
Proposed Debt Settlement:
In charting a path towards growth and revenue generation in 2025, Shine entered into Agreements to settle the $1,151,575 in debt through the conversion of debt into shares of the Company, priced at $0.05 per share. Detailed information regarding the debt settlement will be provided in an upcoming information circular and will be subject to regulatory approvals.
Under the Debt Settlement, the Company will issue 23,031,500 common shares at $0.05 each to non-arm's length creditors for services provided from February 2019 to February 2025.
The Company chose to settle and extinguish the Debt through the issuance of Shares to preserve cash and improve the Company's working capital. The Debt Settlement is subject to approval by the TSX Venture Exchange (the “TSXV”) and shareholders. The issuance of the shares shall create a control person which will also require the approval of shareholders.
The shares issued will be subject to a four-month hold period, which will expire on a date that is four months and one day from the date of issuance after having received shareholder and regulatory approvals.
Compliance with Multilateral Instrument 61-101
The participation of insiders of the Company in the Offering and the Debt Settlement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority approval requirements provided for in sections 5.5(g) and 5.7(1)(e) of MI 61-101 on the basis that the Company is in serious financial difficulty, the Debt Settlement is designed to improve the Company's financial position, and the terms of the Debt Settlement are reasonable in the circumstances.
Requirement for Disinterested Shareholder Approval
The terms of the Debt Settlements trigger thresholds requiring disinterested shareholder approval of components of the Debt Settlements pursuant to the policies of the TSXV as further described below.
Creation of New Control Persons
Pursuant to the policies of the TSXV , if the issuance of shares through the Debt Settlement results in the creation of a new Control Person, the TSXV requires the Company to obtain shareholder approval of the transaction on a disinterested basis excluding any Common Shares held by the proposed new Control Persons and its associates and affiliates. Under the policies of the TSXV, a "Control Person" is defined as any person that holds or is one of a combination of persons that holds a sufficient number of any of the securities of a corporation so as to affect materially the control of the corporation, or that holds more than 20% of the outstanding voting shares of a corporation, except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.
Assuming the successful completion of the Debt Settlements, one of the Creditors, Mr. Devinder Randhawa, will hold more than 20% of the issued and outstanding Common Shares on an undiluted basis and thus constitute a new "Control Person" of the Company. As a result, disinterested shareholder approval of the creation of a New Control Person is required under Policy 4.1 of the TSXV (the "New Control Person Approval").
Shareholder Vote and Special Shareholder Meeting:
As these debt settlements will significantly impact on the Company's issued and outstanding share count, as well as having the potential to establish a new Significant Shareholder as defined by the Market Regulator, Shine will seek approval from its shareholders. Accordingly, the Company plans to present these matters for discussion and voting at its Special Shareholder Meeting scheduled for April 15, 2025.
Devinder Randhawa, CEO states: "This transaction allows us to significantly reduce our debt load and minimize operating costs and expenditures. The participation of my own company, and our CFO in this event are testimony to the belief of myself and the Board, that Shine has significant opportunities to enhance shareholder value in 2025. We encourage all our valued shareholders to actively engage in the upcoming Special Shareholder Meeting."
About Shine Minerals Corp.
Shine Minerals Corp is a Canada-based natural resource focused company. The Company is engaged in the acquisition, exploration, evaluation, and development of mineral resource assets.
ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO
For further information, please contact:
Investor Relations:
Phone: 1-250-868-6553
Information in this news release may contain forward-looking information. Statements containing forward-looking information express, as at the date of this news release, the Corporation's plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results and are believed to be reasonable based on information currently available to the Corporation. There can be no assurance that forward-looking statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking information.
Neither 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 release.