Sirios Resources Announces Closing of a Third and Final Tranche of its Flow-Through Private Placement
24 December 2024 - 6:00AM
SIRIOS RESOURCES INC. (TSX-V: SOI) (the
"
Corporation") announces the closing of the third
and final tranche of its non-brokered flow-through private
placement (the "
Offering"), through the issuance
of 600,000 common shares in the capital of the Corporation (the
"
Shares"), at a price of $0.07 per Share. The
aggregate gross proceeds for this third tranche is $42,000. The
Shares were issued as "flow-through shares" pursuant to section
66(15) of the Income Tax Act (Canada) and section 359.1 of the
Taxation Act (Quebec). The qualifying expenditures will be
renounced in favour of the subscribers with an effective date no
later than December 31, 2024. Through the three tranches of the
Placement, the Corporation has issued a total of 26,471,417 Shares
for total gross proceeds of $1,853,000.
The gross proceeds from the sale of 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.
In connection with the third tranche of the
Offering, no finder’s fees were paid to finder. Through the three
tranches of the Placement, the Corporation paid a total of $64,000
in cash as finder’s fees, of which $20,000 were paid to a non-arm’s
length finder, Mine Equities Ltd. Shares issued pursuant to the
third tranche of this Offering are subject to a restricted hold
period of four months and one day, ending on April 24, 2025, under
applicable Canadian laws. The Offering remains subject to the final
approval of the TSX Venture Exchange
(the “TSXV”).
Under the third tranche of this Offering, an
insider of the Corporation has subscribed for a total of 600,000
Shares for a total consideration of $42,000, 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 TSXV Policy
5.9 – Protection of Minority Security Holders in Special
Transactions. However, the insider that participated in the
Offering disclosed its interest in the Offering and 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 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, President and Chief Executive
OfficerTelephone: 450-482-0603Email:
info@sirios.comwww.sirios.com
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this press
release.
Forward-Looking Statements
All 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, 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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