Shine Minerals Corp. — Proxy Solicitation & Information Statement 2025

Mar 19, 2025

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SHINE MINERALS CORP.

Suite 750 – 1620 Dickson Avenue Kelowna, British Columbia, Canada V1Y 9Y2

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 15, 2025

NOTICE IS HEREBY GIVEN that the Special meeting (the “Meeting”) of SHINE MINERALS CORP. (the “Company”) will be held at Suite 750- 1620 Dickson Avenue Kelowna BC V1Y 9Y2, on Tuesday, April 15, 2025, at 9:30 AM (Pacific Time) for the following purposes:

1. to consider and, if thought appropriate, to pass, with or without variation, a special resolution allowing the Company to issue shares for debt to an insider in the amount of up to CAD$1,109,500 at $0.05 per share for an aggregate number of shares of 22,190,000;
2. To consider and if thought fit, to approve, with or without variation, a special resolution to approve the creation of Mr. Devinder Randhawa, as a new “Control Person” of the Company, as defined by the policies of the TSX Venture Exchange, more fully described in the accompanying Information Circular; and
3. To transact any other business which may properly come before the Meeting.

Shareholders are referred to the management information circular for more detailed information with respect to the matters to be considered at the Meeting.

The directors have fixed the record date for the Meeting as the close of business on March 6, 2025. Only holders of Common Shares of record as at that date are entitled to receive notice of the Meeting and to vote there at or at any adjournment or postponement thereof, except to the extent that a person has transferred any Common Shares after that date and the new holder of such Common Shares establishes proper ownership and requests, not later than ten (10) days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting.

Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder.

DATED at Vancouver, British Columbia, this 7th day of March, 2025.

BY ORDER OF THE BOARD OF DIRECTORS:

Signed: “Devinder Randhawa”
DEVINDER RANDHAWA
Chief Executive Officer and Director

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SHINE MINERALS CORP.

MANAGEMENT INFORMATION CIRCULAR FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 15, 2025.

The information contained in this Management Information Circular, unless otherwise indicated, is as of April 15, 2025.

This Management Information Circular is being mailed by the management of SHINE MINERALS CORP. (the "Company" or "SMR") to shareholders of record at the close of business on March 6, 2025, which is the date that has been fixed by the directors of the Company as the record date (the "Record Date") to determine the shareholders who are entitled to receive notice of the Meeting. The Company is mailing this Information Circular in connection with the solicitation of proxies by and on behalf of the Company for use at the special meeting (the "Meeting") of the shareholders that is to be held on April 15, 2025, at 9:30 AM (PST) at Suite 750-1620 Dickson Avenue, Kelowna BC V1Y 9Y2. The solicitation of proxies will be primarily by mail. Certain employees or directors of the Company may also solicit proxies by telephone or in person. The cost of solicitation will be borne by the Company.

The Company is not relying on the "Notice and Access" delivery procedures outlined in National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer to distribute copies of proxy- related materials in connection with the Meeting by posting them on a website.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, no person who has been a director or executive officer of the Company at any time since the beginning of the last financial year end, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the appointment of auditors.

SECTION 1 - VOTING

WHO CAN VOTE?

If you are a registered shareholder of the Company as at March 6, 2025, you are entitled to notice of and to attend the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf, but documentation indicating such officer's authority should be presented at the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions (see "Voting By Proxy" below). If your shares are registered in the name of a "nominee" (usually a bank, trust company, securities dealer, financial institution or other intermediary) you should refer to the section entitled "Non-Registered Shareholders" set out below.

It is important that your shares be represented at the Meeting regardless of the number of shares you hold. If you will not be attending the Meeting in person, we invite you to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented.

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VOTING BY PROXY

If you do not come to the Meeting, you can still make your votes count by appointing someone who will be there to act as your proxyholder. You can either tell that person how you want to vote or you can let him or her decide for you. You can do this by completing a form of proxy.

In order to be valid, you must return the completed form of proxy to the Company's transfer agent, TSX Trust Company ("TSX Trust"), Proxy Department, 301 – 100 Adelaide Street West, Toronto, ON M5H 4H1 excluding Saturdays, Sundays and holidays, prior to the time fixed for the Meeting or any adjournments thereof.

What Is a Proxy?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. We have enclosed a form of proxy with this Information Circular. You should use it to appoint a proxyholder, although you can also use any other legal form of proxy.

Appointing a Proxyholder

You can choose any individual to be your proxyholder. It is not necessary for the person whom you choose to be a shareholder. To make such an appointment, simply fill in the person's name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxyholder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder (the "Management Proxyholders"). Those persons are directors, officers or other authorized representatives of the Company.

Instructing Your Proxy

You may indicate on your form of proxy how you wish your proxyholder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your shares in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your shares as he or she thinks fit. If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote your shares IN FAVOUR of each of the items of business being considered at the Meeting. For more information about these matters, see "Section 3 - The Business of the Meeting".

The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting. At the time of printing this Information Circular, the management of the Company is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

Changing Your Mind

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by (a) attending the Meeting and voting in person; (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the Company at Suite 750 – 1620 Dickson Avenue, Kelowna, British Columbia, Canada V1Y 9Y2 or (d) in any other manner permitted by law.

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Your proxy will only be revoked if a revocation is received by 9:30AM (PST) on the last business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the Meeting before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares but to do so you must attend the Meeting in person. Only registered shareholders may revoke a proxy. If your shares are not registered in your own name and you wish to change your vote, you must arrange for your nominee to revoke your proxy on your behalf (see below under "Non-Registered Shareholders").

REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a Proxy may do so by one of the following options:

(a) complete, date and sign the enclosed form of Proxy and returning it to the Company's transfer agent, TSX Trust Company, Proxy Department, 301-100 Adelaide Street West, Toronto, ON M5H 4H1; by email: tsxtrustproxyvoting@tmx.com; or, by fax at 416-595-9593; or
(b) use the internet through the website of the Company's transfer agent at www.voteproxyonline.com Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder's account number and the control number.

In all cases, the Proxy must be received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

NON-REGISTERED SHAREHOLDERS

Only registered holders of Common Shares or the persons they appoint as their proxyholders are permitted to vote at the Meeting. In many cases, however, Common Shares beneficially owned by a holder (a "Non- Registered Holder") are registered either:

(a) in the name of an Intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; OR
(b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as "NOBOs". Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as "OBOs".

Pursuant to NI 54-101 of the Canadian Securities Administrators, the Company has distributed copies of proxy-related materials in connection with this Meeting (including this Information Circular) indirectly or directly to the NOBOs and to the Intermediaries for onward distribution to Non-Registered Holders. Intermediaries that receive the proxy-related materials are required to forward the proxy-related materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Intermediaries often use service companies to forward the proxy-related materials to Non-Registered Holders.

The Company will not be paying for Intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of the proxy-related materials and related documents. Accordingly, an OBO will not receive copies of the proxy-related materials and related documents unless the OBO's Intermediary

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assumes the costs of delivery.

Generally, Non-Registered Holders who have not waived the right to receive proxy-related materials (including OBOs who have made the necessary arrangements with their Intermediary for the payment of delivery and receipt of such proxy-related materials) will be sent a voting instruction form which must be completed, signed and returned by the Non-Registered Holder in accordance with the Intermediary's directions on the voting instruction form. In some cases, such Non-Registered Holders will instead be given a proxy which has already been signed by the

Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. This form of proxy does not need to be signed by the Non-Registered Holder, but, to be used at the Meeting, needs to be properly completed and deposited with Computershare as described under "Voting By Proxy" above.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares that they beneficially own. Should a Non-Registered Holder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should insert the Non-Registered Holder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form.

Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies, including instructions regarding when and where the voting instruction form or Proxy form is to be delivered.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The solicitation of proxies involves securities of an issuer located in Canada and is being affected in accordance with the corporate laws of Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws. The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), as amended (the "Act"), certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

SECTION 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of Common Shares without par value. As at the close of business on the Record Date being March 6, 2025, 26,995,388 Common Shares were issued and outstanding. Each shareholder entitled to receive notice of and to vote at the Meeting is entitled to one vote for each Common Share registered in his or her name at the close of business on March 6, 2025.

Under the Company's Articles, the quorum for the transaction of business at a Meeting of shareholders is two or more persons, present in person or by proxy, holding not less than five percent (5%) of the voting shares of the Company entitled to be voted at the Meeting.

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To the knowledge of the Company's directors and executive officers, there are no persons who, beneficially own, or control or direct, directly or indirectly, shares carrying 10% or more of the voting rights attached to all the outstanding shares except for the person(s) noted below:

Shareholder Name	Number of Common Shares Held	Percentage of Issued Common Shares
Devinder Randhawa	4,019,824	14.89%

(1) The above information was supplied to the Company by the shareholder directly and from insider reports available at www.sedi.ca.

SECTION 3 - THE BUSINESS OF THE MEETING

1. APPROVAL OF INSIDER DEBT SETTLEMENT

The Corporation currently has outstanding accrued management fees of $1,109,500 (the "Debt") with Devinder Randhawa through his corporation RD Capital ("RD Capital") a company wholly owned by Devinder Randhawa, President and CEO of the Corporation. The RD Capital Debt represents management fees (the "RD Capital Management Fees") at the rate of $15,000 per month accrued between 2019 and 2025. Mr. Randhawa has agreed to settle the debt through the issuance of 22,190,000 Common Shares priced at $0.05 per share (the "Debt Settlement"). This Debt Settlement is subject to TSX Venture Exchange approval and disinterested shareholder approval. The Corporation entered into a debt settlement agreement with RD Capital dated February 20, 2025

Shareholders are being asked to consider, and, if deemed advisable, to approve, with or without amendment, a special resolution authorizing the Company to settle certain current debts to an insider of the Company, in the amount of up to CAD$1,109,500. The issuance of the shares for debt constitutes over 82% [$1,109,500 / $0.05 current close price] of its current issued and outstanding. Pursuant to the policies of the Exchange, shareholder approval is required in the case of the Company issuing over 20%.

The Board has determined that in order to charter a path towards growth and revenue generation in 2025, it is in the best interest for it to settle up to CAD$1,109,500 in corporate debt currently on its financial statements, through the conversion of the debt into common shares to be issued at a deemed price of $0.05 per share. The Company wishes to enter into binding commitments with certain non-arm's length creditors of the Company to settle the outstanding debt (the "Debt Settlement") through the issuance of common shares of the Company (the "Debt Shares").

The resolution approving the insider debt settlement must be approved by a majority of the disinterested shareholders of the Corporation. For the purposes of this resolution, disinterested shareholders, mean all shareholders of the Corporation other than Devinder Randhawa. As of the date of this Circular, a total of 4,019,824 common shares will be excluded from voting.

It is proposed that shareholders approve the following resolution:

"BE IT RESOLVED THAT:

1. the debt settlement described in the Management Information Circular dated March 7, 2025 (the "Circular") be approved and that the Corporation be authorized to issue 22,190,000 Common Shares priced at $0.05 per share to settle the Debt Settlement; and

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1. Notwithstanding the approval of the proposal to issue the shares for debt, the directors of the Company be and they are authorized without further approval of the shareholders to revoke the debt agreements before they are acted upon if the directors deem it would be in the best interests of the Company; and

2. Any director or officer of the Company be and is hereby authorized and directed on behalf of the Company to sign and deliver all documents and to do all things necessary and advisable in connection with the foregoing and to determine the timing thereof."

THE DIRECTORS OF THE COMPANY RECOMMEND THAT THE SHAREHOLDERS VOTE FOR THE SHARES FOR DEBT ISSUANCE RESOLUTION.

2. CREATION OF NEW CONTROL PERSON

As described in the resolution above on February 20, 2025, the Company announced that it had entered into a Debt Settlement agreement with RD Capital, a corporation owned by Mr. Devinder Randhawa. The Company wishes to settle the outstanding debt for an aggregate of 22,190,000 common shares at a price of $0.05 per share.

The issuance of the shares shall increase the current holdings of RD Capital and Mr. Randhawa from 4,019,824 common shares for 14.89% to 26,604,824 common shares for a total of 53.2% of the issued and outstanding shares of the Company. Pursuant to Policies of the TSXV a “Control Person” means any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an Issuer so as to affect materially the control of that Issuer, or that holds more than 20% of the outstanding Voting Shares of the issuer.

RD Capital Background

RD Capital is an international corporate finance and consulting company. The firm is wholly owned and run by Dev Randhawa who is best known for founding and developing a succession of high-growth uranium exploration companies. These include Strathmore Plus Uranium Corp., Fission Energy, and F3 Uranium Corp. Through his work with RD Capital, Mr. Randhawa has provided assistance to a large number of public corporations over the years. It has raised considerable amounts of financing and helped many companies maximize the use of those funds.

Mr. Randhawa was appointed to the board and as the CEO of Shine Mineral on September 28, 2010.

TSX Venture Exchange Requirements

Under the policies of the TSXV, a “Control Person” of the Company is any person that holds (or is one of a combination of persons that hold) (i) a sufficient number of any securities of the Company so as to affect materially the control of the Company or (ii) more than 20% of the outstanding voting shares of the Company, 9 except where there is evidence showing that such person(s) does not materially affect the control of the Company.

The policies of the TSXV require that if a transaction will result in the creation of a new Control Person of the Company, the Company must obtain approval of its shareholders on a disinterested basis - meaning the approval of shareholders holding a majority of shares held excluding shares held by the proposed new Control Person and its associates and affiliates (“Disinterested Shares”).

Disinterested shareholders will be asked to consider, and if thought fit, pass, with or without variation, an ordinary resolution to ratify, confirm and approve the creation of Devinder Randhawa as a new Control Person of the Company.

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For the purposes of this resolution, disinterested shareholders mean all shareholders of the Corporation other than Devinder Randhawa. As of the date of this Circular, a total of 4,019,824 common shares will be excluded from voting.

BE IT RESOLVED THAT:

1. subject to regulatory approval, and in accordance with the policies of the TSX Venture Exchange, the shareholders of the Company hereby approve Devinder Randhawa as a new Control Person of the Company, as defined by the policies of the TSX Venture Exchange; and
2. any one director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute under the seal of the Company or otherwise, and to deliver, all such other deeds, documents, instruments and assurances and to do all such other acts may be deemed necessary to carry out the terms of the foregoing resolution."

Management recommends a vote “FOR” the approval of the foregoing resolution. In the absence of contrary instruction, the persons designated by management of the Company in the enclosed Proxy intend to vote FOR the approval of the foregoing resolution.

OTHER BUSINESS

Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. HOWEVER, IF OTHER MATTERS WHICH ARE NOT NOW KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE ACCOMPANYING PROXY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE PERSONS VOTING THE PROXY.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since the beginning of the most recently completed financial year end, and as at the date of this Information Circular, no director, executive officer or employee or former director, executive officer or employee of the Company, nor any associate of any such person, was indebted to the Company for other than “routine indebtedness”, as that term is defined by applicable securities legislation; nor was any indebtedness to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Applicable securities legislation defines “informed person” to mean any of the following: (a) a director or executive officer of a reporting issuer; (b) a director or officer of a person or company that is itself an informed person or subsidiary of a reporting issuer; (c) any person or company who beneficially owns, directly or indirectly, voting securities of a reporting issuer or who exercises control or direction over voting securities of a reporting issuer or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities. Except as otherwise disclosed herein, no informed persons had (or has) any interest in any transaction with the Company since the commencement of our most recently completed financial year end, or in any proposed transaction, that has materially affected the Company or is likely to do so.

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MANAGEMENT CONTRACTS

The management functions of the Company are not to any substantial degree performed by any person other than the executive officers and directors of the Company.

ADDITIONAL INFORMATION

Financial information about the Company is included in the Company’s financial statements and Management’s Discussion and Analysis for the financial year ended June 30, 2024, which have been electronically filed with regulators and are available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca. Copies may be obtained without charge upon request to the Company at Suite 750 – 1620 Dickson Avenue, Kelowna, BC V1Y 9Y2. You may also access the Company’s public disclosure documents through the Internet on SEDAR+ at www.sedarplus.ca.

DIRECTOR APPROVAL

The contents of this Circular and the sending thereof to the shareholders have been approved by the Directors of the Company.

Dated at Vancouver, British Columbia, this 7th day of March, 2025.

BY ORDER OF THE BOARD

Signed: “Devinder Randhawa”
Devinder Randhawa
Chief Executive Officer and Director