Sirios Resources Inc. Closes Fully-Subscribed $25 Million Brokered LIFE Offering of Flow-Through Units and Units

Executive Summary

• Sirios Resources Inc. closed a fully‑subscribed $25 million brokered private placement under the LIFE exemption, issuing 40,740,740 flow‑through units at $0.27 each and 70,000,000 HD units at $0.20 each.
• Gross proceeds of approximately $25 million will be used for eligible Canadian exploration expenses (FT Units) and additional exploration, corporate, administrative and working‑capital purposes (HD Units).
• The offering included a cash commission to agents of $1,212,499.99 and involved related‑party subscriptions totaling $220,000.

Key Details

• Units Issued
• 40,740,740 Flow‑Through (FT) units @ $0.27 per unit → ≈ $11.0 M gross.
• 70,000,000 HD units @ $0.20 per unit → ≈ $14.0 M gross.

• Total Gross Proceeds: ~ $25 million.

• Unit Structure

• Each FT Unit = 1 common share + ½ of a common‑share purchase warrant (FTWarrant).
• Each HD Unit = 1 common share + ½ of a common‑share purchase warrant.

• Warrants allow purchase of one non‑flow‑through common share at $0.30 per share, exercisable until March 18 2027 (subject to anti‑dilution and acceleration provisions).

• Agent Compensation

• Cash commission paid to National Bank Capital Markets and MDCP Securities Ltd.: $1,212,499.99.

• Use of Proceeds

• FT Unit proceeds: to be spent on eligible Canadian exploration expenses that qualify as flow‑through mining expenditures; renounced to FT unit subscribers by Dec 31 2026 (or indemnified if not possible).

• HD Unit proceeds: for additional Canadian exploration costs, general corporate and administrative expenses, and working capital.

• Regulatory & Exemption Details

• Offering relied on the “listed issuer financing exemption” under NI 45‑106 and Coordinated Blanket Order 45‑935 (LIFE exemption).

• Units sold to Canadian residents are not subject to resale restrictions in Canada; units offered outside Canada were done on a private‑placement basis complying with local laws.

• Related‑Party Transactions

• Insiders subscribed for 1,100,000 HD Units → $220,000 gross proceeds.

• Transaction qualified for MI 61‑101 exemptions (valuation and minority‑shareholder approval) because the fair market value did not exceed 25 % of market capitalization.

• Closing Conditions

• Subject to final acceptance by the TSX Venture Exchange.

Notable Quotes

(No direct quotes were included in the release.)