Sirios Closes First Tranche of Previously Announced Private Placement for $1,142,000

Rhea-AI Summary

Sirios Resources (TSXV: SOI) has successfully closed the first tranche of its non-brokered private placement, raising $1,142,000 through the issuance of 19,033,332 units at $0.06 per unit. Each unit comprises one common share and one warrant, with warrants exercisable at $0.12 per share for 24 months.

Notable Quebec-based funds, including Caisse de dépôt et placement du Québec, SIDEX LP, and NQ Investissement Minier, contributed $1,070,000 to the placement. The proceeds will fund working capital, Cheechoo's infrastructure improvements, and exploration activities. A second closing is scheduled for next week.

An insider participated by subscribing for 500,000 units ($30,000), constituting a related party transaction. The securities are subject to a four-month hold period ending November 24, 2025.

Positive

• None.

Negative

• Dilutive effect from issuance of 19,033,332 new units
• Related party transaction with insider participation may raise governance concerns

Montreal, Quebec--(Newsfile Corp. - July 23, 2025) - SIRIOS RESOURCES INC. (TSXV: SOI) (the "Corporation") announces that it has closed the first tranche of its previously announced non-brokered private placement (the "Offering") for gross proceeds of approximately $1,142,000. Pursuant to the closing of this first tranche, the Corporation issued 19,033,332 units of the Corporation (the "Units") at a price of $0.06 per Unit. Each Unit consists of one common share of the capital of the Corporation (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.12 per Common Share for a period of twenty-four (24) months from the date of issuance.

Dominique Doucet, President and Chief Executive Officer of Sirios Resources, commented: "We wish to express our great appreciation for the financial support totaling $1,070,000 provided by, among others, the following Quebec-based funds: Caisse de dépôt et placement du Québec, SIDEX LP and NQ Investissement Minier at this first closing."

The net proceeds from the sale of the Units will be primarily used by the Corporation to finance its working capital related to general and administrative expenses, Cheechoo's infrastructure improvements, and other exploration activities. A second and final closing of the placement is scheduled for next week.

No finder's fees were paid by the Corporation in connection with this closing. The Common Shares and the Warrants issued pursuant to this Offering are subject to a restricted hold period of four months and one day, ending on November 24, 2025, under applicable Canadian securities laws. The Offering remains subject to the final approval of the TSX Venture Exchange (the "TSXV"). Depending on market conditions, the Corporation may decide to close additional tranches of the Offering.

Under the Offering, an insider of the Corporation have subscribed for a total of 500,000 Units for a total consideration of $30,000, which constitutes a "related party transaction" within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101") and TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions. However, the insider that participated in the Offering disclosed their interests in the Offering and the directors of the Corporation who voted in favour of the Offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the Units issued to the insider, nor the fair market value of the consideration paid exceeded 25% of the Corporation's market capitalization. None of the Corporation' directors have expressed any contrary views or disagreements with respect to the foregoing. A material change report in respect of this related party transaction will be filed by the Corporation but could not be filed earlier than 21 days prior to the closing of the Offering due to the fact that the terms of the participation of the non-related party and the related parties in the Offering were not confirmed.

This new release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Sirios Resources

Sirios Resources is a mining exploration company based in Quebec, focused on developing its portfolio of high-potential gold properties in the Eeyou Istchee James Bay, Canada.

Forward-Looking Statements

All statements, other than statements of historical fact, contained in this press release including, but not limited to, those relating to the intended use of proceeds of the Offering, the final approval of the TSXV in connection with the Offering, the closing of additional tranches of the Offering, and, generally, the above "About Sirios Resources" paragraph which essentially described the Corporation's outlook, constitute «forward-looking information" or "forward-looking statements" within the meaning of applicable securities laws, and are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumption that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These estimates and assumption may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements and future events, could differ materially from those anticipated in such statements. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Corporation's disclosure documents on the SEDAR+ website at www.sedarplus.ca.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management's endeavors to develop the Cheechoo project and, more generally, its expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the securities regulators of Canada. The Corporation disclaims any intention or obligation to update or revise any forward-looking statement or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

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 release.

Contact:

Dominique Doucet, Eng., CEO, President
Phone: 450-482-0603
info@sirios.com
Website: www.sirios.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/259795

FAQ

How much did Sirios Resources (TSXV: SOI) raise in its first tranche of private placement?

Sirios Resources raised $1,142,000 through the issuance of 19,033,332 units priced at $0.06 per unit.

What are the terms of Sirios Resources' private placement warrants?

Each warrant allows holders to purchase one common share at $0.12 per share for a period of 24 months from issuance.

Who were the major investors in Sirios Resources' private placement?

Major Quebec-based funds including Caisse de dépôt et placement du Québec, SIDEX LP, and NQ Investissement Minier contributed $1,070,000 to the placement.

How will Sirios Resources use the proceeds from the private placement?

The proceeds will be used for working capital, Cheechoo's infrastructure improvements, and exploration activities.

When does the hold period for Sirios Resources' private placement securities expire?

The securities have a restricted hold period of four months and one day, ending on November 24, 2025.