Mr. Dominique Doucet reports

SIRIOS ANNOUNCES CLOSING OF THE FIRST TRANCHE OF A PRIVATE PLACEMENT OF $269,250

Sirios Resources Inc. has closed the first tranche of a non-brokered private placement for aggregate gross proceeds of $269,250. A total of 4,142,306 common shares of the share capital of the corporation, at a price of 6.5 cents 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 (Quebec).

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 totalling $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 6.5 cents 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 finders' fees remain subject to the final approval of the TSX Venture 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 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 per cent 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 Dec. 18, 2023, shareholders approved the renewal of the corporation stock option plan, as amended. Pursuant to the policies of the exchange, the option plan is a 10-per-cent-rolling plan. The maximum aggregate number of shares that may be reserved for issuance under the option plan is equal to 10 per cent 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 the following:

1. All certificates representing options issued to directors, officers and consultants shall bear a legend as described in the option plan.
2. In the event of the death of an optionholder 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.
3. 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.
4. 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.
5. The application of Section 6.2 shall be subject to prior approval from the exchange for options held by optionholders 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 and on the corporation's website. The option plan remains subject to the final approval of the exchange.

About Sirios Resources Inc.

Sirios Resources is a mining exploration company based in Quebec, focused on developing its portfolio of high-potential gold properties in the Eeyou Istchee James Bay, Canada.

We seek Safe Harbor.