News Release – Kelowna, British Columbia – September 11, 2020: Shine Minerals Corp. (the “Company”) (TSX-V: SMR) is pleased to announce that it has closed its previously announced non-brokered private placement (see news release dated July 27, 2020) (the “Private Placement”), consisting of 4,245,000 units (each, a “Unit”) at a price of $0.10 per Unit for total gross proceeds of $424,500. Each Unit is comprised of one common share and one common share purchase warrant (each, a “Warrant”). Each Warrant is exercisable to purchase one common share of the Company at a price of $0.12 per share for a period of two (2) years from the date of closing of the Private Placement.
The net proceeds from the Private Placement will be used for the Company’s projects, corporate development, and general corporate and working capital purposes.
In connection with the closing of the Private Placement, the Company paid cash finder’s fees of $14,400.
A portion of the Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as 1,000,000 Units were issued to an insider of the Company pursuant to the Private Placement. The issuance of the securities to the insider are exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 pursuant to subsections 5.5(b) and 5.7(1)(a) as the Company’s common shares are not listed on a specified market and the fair market value of these securities will not exceed 25% of the Company’s market capitalization.
All securities issued pursuant to the Private Placement are subject to a four month hold period from the closing date in accordance with applicable securities laws.
The Company also announces that, following an earlier announcement in its July 27, 2020 news release, it has received the approval of the TSX Venture Exchange (“TSX-V”) for the shares for debt transactions to settle an aggregate of $100,000 in indebtedness of the Company owing to certain arm’s length and non-arm’s length creditors through the issuance of 666,666 common shares of the Company (the “Settlement Shares”) at a deemed price of $0.15 per Settlement Share (the “Debt Settlement). The Company completed the Debt Settlement concurrently with the closing of the Private Placement. The Settlement Shares are subject to the statutory hold period of four months and one day.
Portions of the Debt Settlement constitute “related party transactions” within MI 61-101 as 500,000 Settlement Shares were issued to insiders of the Company pursuant to the Debt Settlement. The issuance of the Settlement Shares to the insiders are exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 pursuant to subsections 5.5(b) and 5.7(1)(a) as the Company’s common shares are not listed on a specified market and the fair market value of these securities will not exceed 25% of the Company’s market capitalization.
Early Warning Report
Prior to closing the Private Placement and the Debt Settlement, Mr. Jamie Bannerman (a director of the Company), owned and controlled 75,000 common shares of the Company.
Following the completion of the Private Placement and Debt Settlement, Mr. Bannerman owns and controls 1,175,000 common shares of the Company representing approximately 6.69% of the issued and outstanding common shares of the Company. On a partially dilutes basis, Mr. Bannerman owns and controls 2,175,000 common shares of the Company representing approximately 11.72% of the issued and outstanding common shares of the Company.
The 1,000,000 Units issued pursuant to the Private Placement and the 100,000 Settlement Shares were acquired by Mr. Bannerman for investment purposes, and depending on market and other conditions, he may from time to time in the future increase or decrease his ownership, control or direction over securities of the Company through market transactions, private agreements, or otherwise. For the purposes of this notice, the address of Mr. Bannerman is Suite 700 – 1620 Dickson Avenue, Kelowna, BC, V1Y 9Y2.
In satisfaction of the requirements of the National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the acquisition of the Units and Settlement Shares by Mr. Bannerman will be filed under the Company’s SEDAR Profile at www.sedar.com.
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
Mr. Devinder Randhawa
Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Cautionary Statement Regarding Forward Looking Information
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 Company’s plans for its properties/projects, use of funds from the Private Placement, 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.sedar.com. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, adverse weather conditions, decrease in the price of metals and other commodities, failure to maintain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law.