Sirios Resources Announces Closing of a First Tranche of $962,000 of its Flow-Through Private Placement
November 13 2024 - 12:21PM
Sirios Resources Inc. (TSX-V: SOI; OTCQB: SIREF)
(the "
Corporation") announced the closing of the
first tranche, for an aggregate gross proceed of $961,999, of its
non-brokered private placement (the "
Offering"),
through the issuance of 13,742,843 common share of the capital of
the Corporation (the "
Shares") 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
(the "TSXV"). 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
("Regulation 61-101") 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.
For more information, please
contact:Dominique Doucet,
CEO450-482-0603info@sirios.comwww.sirios.com
Neither the TSXV nor its Regulation Services
Provider (as that ter mis defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this press
release.
Forward-Looking StatementsAll
statements, other than statements of historical fact, contained in
this press release including, but not limited to, this relating to
the intended use of proceeds of the Offering, the final approval of
the TSXV in connection with the Offering and payments of finder’s
fees, the closing of any additional tranches to the Offering, the
qualification of eligible expenses under tax laws and in 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 assumption 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 assumption
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 project 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
statement or to explain any material difference between subsequent
actual events and such forward-looking statements, except to the
extent required by applicable law.
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