Electro Metals and Mining Inc. signed a non-binding letter of intent to acquire Shine Box Capital Corp. (TSXV:RENT.P) in a reverse merger transaction on February 16, 2023. It is intended that Shine Box and Electro shall complete the Transaction by way of a proposed business combination that would result in the reverse takeover of Shine Box by Electro, subject to Electro successfully completing the Private Placements and other conditions precedent, including satisfactory execution of a definitive agreement.

Prior to completing the Transaction, it is intended that Shine Box shall consolidate the Common Shares or the exchange ratio of the Transaction will be similarly adjusted on the basis of 1 post-Consolidation Common Share for every 1.50 pre-Consolidation Common Shares, thereby resulting in the deemed value of the Common Shares, post-Consolidation, being equal to the Electro Share Value. In conjunction with, or prior to closing of the Proposed Transaction, Electro expects to complete a brokered private placement of common shares (the ?Common Shares?) for aggregate gross proceeds of not less than CAD 1,500,000 (the ?Concurrent Financing?) by way of subscription receipt offering on behalf of the Company and will raise a minimum of CAD 2,000,000 and a maximum of CAD 4,000,000 by issuing flow-through shares (the ?Private Placement?). Upon completion of the Transaction, Shine Box intends to change its name to ?Electro Metals and Mining Inc.?

or such other name as Shine Box may otherwise determine, and the parties anticipate that the TSXV will assign a new trading symbol for the Resulting Issuer. Shine Box intends to apply to the TSXV to have the common shares of the Resulting Issuer listed and posted for trading on the TSXV. The Proposed Transaction is subject to various conditions, including but not limited to, receipt of all necessary approvals including the acceptance by the TSXV, approval of the board of directors of Shine Box and shareholders of the Shine Box and Electro, satisfactory completion of due diligence by the parties and entering into a definitive agreement.

The Transaction cannot close until the required shareholder approval is obtained.