Not for distribution to United States newswire services or for dissemination in the United States
MONTREAL, March 27, 2024 (GLOBE NEWSWIRE) — SIRIOS RESOURCES INC. (TSX-V: SOI) (the “Corporation”) is pleased to announce that it has closed the first tranche of a non-brokered private placement, for aggregate gross proceeds of $269,250 (the “Offering”). A total of 4,142,306 common shares of the share capital of the Corporation (the “Shares”), at a price of $0.065 per Share, were issued. The Share are “flow-through shares” pursuant to section 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec).
The gross proceeds of the Offering will be mainly used to finance the exploration work on its Cheechoo gold project.
In connection with the Offering, finder’ fees totaling $12,000 will be paid to a non-arm’s length finder, Mine Equities Ltd., through the issuance of 184,615 Shares at a price of 0$.065 per Share. The Shares issued pursuant to this Offering are subject to a restricted hold period of four months and one day, ending on July 28, 2024, under applicable Canadian laws. The Offering and issuance of Shares as finder’ fees remain subject to the final approval of the the TSX Venture Exchange (the “Exchange”).
Under the Offering, an insider of the Corporation subscribed for a total of 200,000 Shares for a total consideration of $13,000, which constitutes a “related party transaction” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) and the Exchange Policy 5.9. 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 the 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 in the Offering were not confirmed.
Stock Option Amendments
The Corporation also announces that at the annual and special meeting of its shareholders on December 18, 2023 (the “Meeting”), shareholders approved the renewal of the Corporation stock option plan (the “Option Plan”), as amended. Pursuant to the policies of the Exchange, the Option Plan is a “10% rolling” plan. The maximum aggregate number of Shares that may be reserved for issuance under the Option Plan is equal to 10% of the outstanding Shares. In order to comply with the new requirements of policy 4.4 of the Exchange, amendments have been made to the Option Plan to ensure that:
| (i) | all certificates representing options issued to directors, officers, and consultants shall bear a legend as described in the Option Plan; | |
| (ii) | in the event of the death of an option holder who is an employee, director, officer, consultant, or investor relations service provider, the options granted to them, or the remainder thereof, may be exercised by their heirs in accordance with the terms of their last will and testament or by their estate representative. Options must be exercised no later than either (i) the expiration date of the options or (ii) the expiration of a 12-month period following the date of the option holder’s death, whichever occurs first; | |
| (iii) | in the event of an adjustment of options, where the event (as defined in the Option Plan) is not a share consolidation or share split, the adjustment of options remains subject to prior approval from the Exchange; | |
| (iv) | the administration of the Option Plan shall be the responsibility of the board of directors. The board may establish, amend, and terminate, at any time and from time to time, subject to Exchange approval as applicable, such rules as it considers necessary or desirable for the proper administration and operation of the Option Plan, and such rules shall be deemed part of the Option Plan. The board may delegate to a director, officer, or employee of the company such administrative functions and powers as it considers appropriate; and | |
| (v) | the application of section 6.2 shall be subject to prior approval from the Exchange for options held by option holders who are investor relations service providers, as defined by the Exchange’s policies. | |
The full text of the Option Plan can be found in Schedule A of the Corporation’s management and information circular, a copy of which can be found on the Corporation’s SEDAR+ profile at www.sedarplus.ca and on the Corporation’s web site: https://sirios.com/wp-content/uploads/2023/11/LMAU-SOI-circulaire-2023-vANG-FINAL.docx.pdf. The Option Plan remains subject to the final approval of the Exchange.
This news 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
Ressources Sirios is a mining exploration company based in Québec, focused on developing its portfolio of high-potential gold properties in the Eeyou Istchee James Bay, Canada.
Forward-Looking Statements
All statements, other than statements of historical fact, contained in this press release including, but not limited to, those relating to the intended use of proceeds of the Offering, the final approval of the in connection with the Offering, the final approval of the Exchange in connection with the Option Plan, and, generally, the above “About Sirios Resources Inc.” paragraph which essentially describes the Corporation’s outlook, constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws, and are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements and future events, could differ materially from those anticipated in such statements. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Corporation’s disclosure documents on the SEDAR+ website at www.sedarplus.ca.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s endeavors to develop the Cheechoo, Aquilon and Maskwa projects and, more generally, its expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the securities regulators of Canada. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable 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.
Contact:
Dominique Doucet, Eng., President
Tel :514-918-2867
info@sirios.com
Web Site : www.sirios.com
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