Sirios Resources Inc. Closes Fully-Subscribed $25 Million Brokered LIFE Offering of Flow-Through Units and Units
TSX-V: SOI March 18, 2026
Sirios Resources Inc. Closes Fully-Subscribed $25 Million
Brokered LIFE Offering of Flow-Through Units and Units
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES
Montréal, Québec – March 18, 2026 – Sirios Resources Inc. (TSX-V: SOI; OTCQB: SIREF) (the "Company")
is pleased to announce that it has closed its previously announced "best efforts " private placement
offering under the LIFE Exemption (as defined herein) of: (i) 40,740,740 flow-through units of the Company
(each, a " FT Unit" ) at a price of $ 0.27 per FT Unit (the "FT Offering"), and (ii) 70,000,000 units of the
Company (each, an "HD Unit" and together with the FT Units, the "Units") at a price of $0.20 per HD Unit
(together with the FT Offering, the " Offering"), which includes the full exercise of the option granted to
the Agents (as defined herein) , for aggregate gross proceeds to the Company of approximately
$25,000,000.
Each FT Unit consists of one common share of the Company (each, a " FT Share") and one -half of one
common share purchase warrant of the Company (each whole common share purchase warrant, a " FT
Warrant"). The FT Shares and FT Warrants comprising the FT Units each qualify as "flow -through shares"
within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "ITA").
Each HD Unit consists of one common share of the Company and one-half of one common share purchase
warrant of the Company (together with the FT Warrants, the "Warrants").
Each Warrant entitles the holder thereof to purchase one non -flow-through common share of the
Company (each, a " Warrant Share") at a price of $0.30 per Warrant Share , subject to customary anti -
dilution adjustments, at any time on or before March 18, 2027, subject to acceleration in certain
circumstances.
The Offering was completed pursuant to the terms of an agency agreement dated March 18, 2026 among
the Company, National Bank Capital Markets, and MDCP Securities Ltd. (together, the "Agents"), as co-
bookrunners and co-lead agents. As consideration for their services in connection with the Offering, the
Company paid the Agents a cash commission equal to $1,212,499.99.
The Units were issued in reliance on the "listed issuer financing exemption" available under Part 5A of
National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45 -935
– Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption") in
each of the provinces and territories of Canada. Pursuant to the LIFE Exemption, all Units sold to
purchasers resident in Canada in connection with the Offering are not subject to resale restrictions in
Canada in accordance with applicable Canadian securities legislation. The Units were also offered in
jurisdictions outside of Canada on a private placement or equivalent basis, in each case in accordance with
all applicable laws, provided that no prospectus, registration statement or other similar document is
required to be filed in such jurisdiction. The Offering remains subject to final acceptance by the TSX
Venture Exchange (the "Exchange").
The Company will use an amount equal to the gross proceeds received by the Company from the sale of
the FT Units, pursuant to the ITA, to incur (or be deemed to incur) eligible "Canadian exploration expenses"
that qualify as "flow-through mining expenditures " (as both terms are defined in the ITA and proposed
amendments thereto) (the " Qualifying Expenditures ") related to the Company 's projects in Canada as
more fully described in the Company's amended and restated offering document dated March 16, 2026 ,
on or before December 31, 2027, and will renounce all the Qualifying Expenditures in favour of the initial
subscribers of the FT Units effective on or prior to December 31, 2026. In the event the Company is unable
to renounce the Qualifying Expenditures effective on or prior to December 31, 2026 for each FT Unit
purchased in an aggregate amount not less than the gross proceeds raised from the issue of the FT Units
or the Qualifying Expenditures are otherwise reduced by the Canada Revenue Agency, the Company will
(to the extent permitted by the ITA) indemnify each initial subscriber of the FT Units for any additional
taxes payable by such subscriber as a result of the Company 's failure to renounce the Qualifying
Expenditures or as a result of the reduction as agreed.
The net proceeds from the sale of HD Units will be used to incur additional Canadian exploration expenses
and for general corporate and administrative expenses and working capital purposes.
MI 61-101 Disclosure
Certain "insiders" of the Company have subscribed for an aggregate of 1,100,000 HD Units, for aggregate
gross proceeds of $220,000. Each subscription by an "insider" of the Company is considered to be a
"related party transaction" of the Company for purposes of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 – Protection of Minority
Securityholders in Special Transactions of the Corporate Finance Manual of the Exchange. In completing
the Offering, the Company is relying upon exemptions from the formal valuation and minority shareholder
approval requirements available under MI 61 -101. The Company is exempt from the formal v aluation
requirement in Section 5.4 of MI 61 -101 in reliance on Sections 5.5(a) and (b) of MI 61 -101 as the fair
market value of the transaction, insofar as it involves interested parties, is no t more than 25% of the
Company's market capitalization and no securities of the Company are listed or quoted for trading on
prescribed stock exchanges or stock markets. Additionally, the Company is exempt from the minority
shareholder approval requirement in Section 5.6 of MI 61 -101 in reliance on, inter alia, Section 5.7(1)(a)
as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25%
of the Company's market capitalization. Securities issued to such insiders are subject to the Exchange Hold
Period (as such term is defined under Policy 1.1 of the Exchange).
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 securitie s 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, or for account or benefit of, U.S. persons
unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such
registration requirements is available. "United States" and "U.S. person" have the meaning ascribed to them
in Regulation S under the U.S. Securities Act.
About Sirios Resources Inc.
Sirios Resources is a mining exploration company based in Québec, focused on developing its portfolio of
high-potential gold projects in the Eeyou Istchee James Bay, Canada.
For more information, please contact:
Jean-Félix Lepage
Chief Executive Officer
450-482-0603
www.sirios.com
Forward-Looking Statements
The information contained herein contains "forward-looking information" within the meaning of
applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to,
statements with respect to the activities, events or developments that the Company expects or anticipates
will or may occur in the future, including, without limitation, statements with respect to, the intended use
of proceeds from the Offering; the receipt of final approval of the Exchange; the tax treatment of the FT
Units; the expected incurrence by the Company of eligible "Canadian exploration expenses" that will qualify
as "flow-through mining expenditures"; the renunciation by the Company of the Qualifying Expenditures
to each initial subscriber of FT Units effective no later than December 31, 2026; and other expected tax
implications in respect of the Offering. Generally, but not always, forward-looking information can be
identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such
words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will
be taken", "occur" or "be achieved" or the negative connotation thereof.
Such forward-looking information is based on numerous assumptions including, among others, that the
results of planned exploration activities are as anticipated; that the price of gold and other commodities,
the anticipated cost of planned exploration activities, and 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; that third party contractors, equipment and supplies and governmental and other
approvals required to conduct the Company's planned exploration activities will be available on reasonable
terms and in a timely manner. Although the assumptions made by the Company in providing forward-
looking information are considered reasonable by management at the time such assumptions were made,
there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and
other factors, which may cause actual events or results in future periods to differ materially from any
projections of future events or results expressed or implied by such forward-looking information or
statements including, among others: changes in the Company 's share price, future prices and the supply
of metals, the future demand for metals, negative operating cash flow and dependence on third party
financing; uncertainty regarding the ability to obtain additional financing if and when needed and on
reasonable terms; Aboriginal title and consultation issues; reliance on key management and other
personnel; actual results of exploration activities being different than anticipated; changes in exploration
programs based upon results; availability of third party contractors; availability of equipment and supplies;
failure of equipment to operate as anticipated; accidents; effects of weather and other natural phenomena
and other risks associated with the mineral exploration industry; general business, economic, competitive,
political and social uncertainties ; environmental risks; changes in laws and regulations; community
relations and delays in obtaining governmental or other approvals and the risk factors with respect to the
Company set out in the Company's filings with the Canadian securities regulators and available under the
Company's issuer profile on SEDAR+ at www.sedarplus.ca. Accordingly, readers should not place undue
reliance on forward-looking information. The Company disclaims any intention or obligation to update or
revise any forward-looking information, whether as a result of new information, future events or
otherwise, except as required by 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.