Sirios Resources Inc. Announces $20 Million Brokered LIFE Offering of Flow-Through Units and Units
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
MONTRÉAL, March 02, 2026 (GLOBE NEWSWIRE) -- Sirios Resources Inc. (TSX-V: SOI; OTCQB: SIREF) (the "Company") 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. (together, the "Agents"), 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 (each, a "FT Unit") at a price of $0.27 per FT Unit for gross proceeds of up to approximately $11,000,000 (the "FT Offering"), and (ii) up to 45,000,000 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 for gross proceeds of up to $9,000,000 (together with the FT Offering, the "Offering").
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 (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 will each qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "ITA").
Each HD Unit will consist 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 shall entitle 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 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 (the "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 (the "LIFE 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, as amended (the "U.S. Securities Act"), 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) (the "Qualifying Expenditures") 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 (the "Closing Date"). 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 (the "Offering Document") 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
Cautionary Note Regarding 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 completion of the Offering; the expected gross proceeds of the Offering; the intended use of proceeds from the Offering; the potential exercise of the option granted to the Agents; the anticipated date for closing of the Offering; the receipt of all necessary regulatory and other approvals, including 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.
Legal Disclaimer:
EIN Presswire provides this news content "as is" without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. If you have any complaints or copyright issues related to this article, kindly contact the author above.
