Sirios Resources Inc. (TSX-V: SOI) (OTCQB: SIREF) is pleased to announce that it has entered into an agreement with National Bank Capital Markets, as co-bookrunner and co-lead agent with MDCP Securities Ltd., in connection with a “best efforts” private placement offering under the LIFE Exemption (as defined herein) of: (i) up to 40,740,740 flow-through units of the Company at a price of $0.27 per FT Unit for gross proceeds of up to approximately $11,000,000, and (ii) up to 45,000,000 units of the Company at a price of $0.20 per HD Unit for gross proceeds of up to $9,000,000.

The Agents have also been granted an option, exercisable in full or in part up to 48 hours prior to the Closing Date (as defined herein), to sell up to an additional 25,000,000 HD Units on the same terms for additional gross proceeds of up to $5,000,000. The Offering will be completed pursuant to the terms of an agency agreement to be entered into among the Company and the Agents.

Each FT Unit will consist of one common share of the Company and one-half of one common share purchase warrant of the Company. The FT Shares and FT Warrants comprising the FT Units will each qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada).

Each HD Unit will consist of one common share of the Company and one-half of one common share purchase warrant of the Company.

Each Warrant shall entitle the holder thereof to purchase one non-flow-through common share of the Company at a price of $0.30 per Warrant Share at any time on or before that date which is 12 months after the Closing Date.

Commencing on the date which is two months following the Closing Date, in the event that the closing price of the common shares of the Company on the TSX Venture Exchange (or such other Canadian stock exchange on which the common shares of the Company are then listed) for 20 consecutive trading days exceeds $0.30, the Company may, within five business days of the occurrence of such event, deliver a notice (including by way of a news release) to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice.

The Units will be 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 in each of the provinces and territories of Canada. The securities issued in connection with the Offering are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units may also be offered in the United States or to, or for the account or benefit of, U.S. persons, pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, and in jurisdictions outside of Canada and the United States 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 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) related to the Company’s projects in Canada as more fully described in the Offering Document (as defined herein), 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 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.

The Offering is expected to close on or about March 18, 2026, or such other date as the Company and the Agents may agree. Completion of the Offering is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Exchange.

There is an offering document related to the Offering that can be accessed under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at https://www.sirios.com. Prospective investors should read this Offering Document and other documents on the Company’s SEDAR+ profile before making an investment decision.

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 securities in the United States of America. The securities have not been and will not be registered under 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
info@sirios.com
www.sirios.com