MONTREAL (QUEBEC) – SIRIOS RESOURCES INC. (TSX-V: SOI) (the “Corporation”) announces that it has closed its previously announced non-brokered private placement for aggregate gross proceeds of $350,000 (the “Unit Offering”). The Unit Offering consisted of the issuance of 3,500,000 units of the Corporation (the “Units”) at a price of $0.10 per Unit. Each Unit consists of one common share of the Corporation (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.15 per Common Share for a period of 18 months from the date of issuance thereof. The net proceeds from the sale of the Units will be mainly used by the Corporation to advance its Cheechoo gold project, as well as for general and corporate working capital purposes.
In addition, the Corporation is pleased to announce that it has closed the second and final tranche of its previously announced non-brokered flow-through private placement for additional gross proceeds of approximately $98,996 (the “FT Offering” and, collectively with the Unit Offering, the “Offerings”). In connection with this FT Offering, the Corporation issued 824,967 common shares of the Corporation (the “FT Shares”) at a price of $0.12 per FT Share. The aggregate gross proceeds of the FT Offering, including the first tranche previously closed on August 31, 2021, are $886,468.
Each FT Share qualifies as a “flow-through share” within the meaning of the Income Tax Act (Canada) and the Taxation Act (Québec). The qualifying expenditures will be renounced in favour of the subscribers with an effective date no later than December 31, 2021. The net proceeds from the sale of the FT Shares will be used by the Corporation to incur eligible “Canadian exploration expenses” related to the Cheechoo, Aquilon and Maskwa gold projects of the Corporation located in Eeyou Istchee James Bay in the province of Quebec.
Finder’s fees totalling $16,280 were paid to finders in connection with the first and second tranches of the FT Offering. The Common Shares and the Warrants issued pursuant to the Unit Offering and the FT Shares issued pursuant to the second tranche of the FT Offering are subject to a restricted hold period ending on January 18th, 2022. The Offerings remain subject to the final approval of the TSX Venture Exchange.
The President and Chief Executive Officer and a director of the Corporation have subscribed in the Unit Offering for a total of $45,000, 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 TSX Venture Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions. However, the directors of the Corporation who voted in favour of the Unit 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 Units issued to insiders 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 Unit Offering due to the fact that the terms of the participation of each of the non-related parties and the related parties in the Unit Offering were not confirmed.
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 Inc.
Pioneer in the discovery of significant gold deposits in the Eeyou Istchee James Bay region of Québec, Canada. Sirios Resources Inc. focuses its work mainly on its Cheechoo gold discovery, while actively exploring the high auriferous potential of its other properties.
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 Offerings, the renunciation of the eligible “Canadian exploration expenses” by the Corporation in favour of the subscribers no later than December 31, 2021, the final approval of the TSX Venture Exchange in connection with the Offerings, the development of the Cheechoo, Aquilon and Maskwa projects 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.sedar.com.
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.