Sirios Resources Inc. (TSX-V: SOI) (OTCQB: SIREF) announced the closing of the first tranche, for an aggregate gross proceed of $961,999, of its non-brokered private placement, through the issuance of 13,742,843 common share of the capital of the Corporation at a price of $0.07 per Share. The Shares were issued as “flow-through share” pursuant to section 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec). The qualifying expenditures will be renounced in favour of the subscribers with an effective date no later than December 31, 2024.

The gross proceeds from the sale of the Shares will be used by the Corporation to incur eligible “Canadian exploration expenses” related to the Cheechoo property of the Corporation, located in Eeyou Istchee James Bay, in the province of Quebec. A diamond drill will be mobilized on the property next week in order to begin a drilling program.

In connection with the first tranche of the Offering, finder’s fees totaling $20,000 were paid to a non-arm’s length finder, Mine Equities Ltd. In addition, finder’s fees totaling $16,000 were paid to arm’s length finders. Shares issued pursuant to this Offering are subject to a restricted hold period of four months and one day, ending on March 14, 2025, under applicable Canadian laws. The Offering and payments of finder’s fees are subject to the final approval of the TSX Venture Exchange. Depending on market conditions, the Corporation may decide to proceed with the closing of additional tranches of the Offering.

Under the Offering, a director of the Corporation has subscribed for a total of 285,700 Shares for a total consideration of $19,999, which constitutes a “related party transaction” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions and TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions. However, 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 Shares issued to this insider, nor the fair market value of the consideration paid exceeded 25% of the Corporation’s market capitalization. None of the Corporation’s 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 each of the non-related parties and the related parties of the Offering were not confirmed.

This press 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 Inc.

Sirios Resources Inc. is a Quebec-based mineral exploration company focused on developing its 100%-owned Cheechoo gold property, located in Eeyou Istchee James Bay, Canada.