Sirios Resources Inc. — M&A Activity 2025

Dec 19, 2025

SCHEDULE 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of the Corporation

SIRIOS RESOURCES INC. (the “Corporation” or “Sirios”)

1400, Marie-Victorin Street, suite 210

Saint-Bruno-de-Montarville, Québec J3V 6B9

1. Date of Material Change

December 10, 2025

1. News Release

A news release, in French and English versions, was issued on December 11, 2025, through PR Newswire and filed on SEDAR+.

1. Summary of Material Change

On December 11, 2025, the Corporation announced that it entered into with OVI Mining Corp. (“OVI”) an arm's length definitive arrangement agreement (the “Arrangement Agreement”) dated as of December 10, 2025, pursuant to which Sirios will acquire all of the issued and outstanding common shares of OVI pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”).

1. Full Description of Material Change

5.1 Full Description of Material Change

On December 11, 2025, the Corporation announced that it entered into with OVI the Arrangement Agreement, pursuant to which Sirios will acquire all of the issued and outstanding common shares of OVI pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia).

The Transaction is expected to be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Pursuant to the terms of the Arrangement Agreement, Sirios will acquire all of the issued and outstanding shares of OVI in exchange for the Arrangement consideration.

Under the terms of the Arrangement Agreement, Sirios will issue 131,905,657 million common shares of Sirios (a “Sirios Share”) to OVI shareholders, with each holder of common shares of OVI (each, an “OVI Share”) entitled to receive 2.34 Sirios Shares for each OVI Share held (the “Arrangement Consideration”). The Arrangement Consideration represents an offer price of C$0.1755 per OVI Share based on the last closing price of the Sirios Shares on the TSX Venture Exchange prior to the execution of the Arrangement Agreement. Upon completion of the Transaction, existing Sirios and OVI shareholders will own approximately 75% and 25% of the issued and outstanding Sirios Shares, respectively, on a non-diluted basis, without taking into consideration the issued and outstanding convertible securities of Sirios and OVI.

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The options to purchase OVI Shares outstanding immediately prior to the closing of the Transaction, whether or not vested, shall be exchanged for options to acquire Sirios Shares adjusted in accordance with the same exchange ratio as the Arrangement Consideration.

As part of the Transaction, Electric Elements Mining Corp., a corporation existing under the Canada Business Corporations Act and an OVI shareholder, shall distribute to its shareholders, by way of return of capital, of all or a portion of the Arrangement Consideration to be received in accordance with the plan of arrangement.

The Arrangement is subject to the conditions set forth in the Arrangement Agreement, including, among others: (i) obtaining an interim order; (ii) approval of the Transaction of: (a) 66 3/8% of the votes cast by shareholders of OVI, voting as a single class; and (b) if applicable, a simple majority of the votes cast by minority OVI shareholders in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) (excluding OVI Shares held by any “interested parties” and “related parties” of any interested parties (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101); (iii) obtaining a final order; (iii) conditional approval of the listing by the TSX Venture Exchange of the Sirios Shares to be issued as Arrangement Consideration; and (iv) the other customary closing conditions for a transaction of this nature. There can be no assurance that all required approvals will be obtained or that all conditions to the completion of the Transaction will be satisfied.

The Arrangement Agreement includes representations, warranties and covenants customary for arrangement agreements. The Arrangement Agreement also includes: (i) customary deal protection and non-solicitation provisions in favour of Sirios, including a break fee of C$186,000 payable to Sirios in certain circumstances; and (ii) provisions allowing OVI to consider and accept superior proposals, in compliance with its fiduciary duties.

The Arrangement Agreement has been approved by the Boards of Directors of Sirios and OVI.

Notice of a special meeting of OVI shareholders and meeting date will be filed on OVIS’ SEDAR+ profil. Subject to the receipt of all required approvals and the satisfaction of all conditions to closing set out in the Arrangement Agreement, the Transaction is expected to close in the first quarter of 2026.

Changes within Management and the Board of Directors

OVI will be entitled to nominate two directors to the board of Sirios on closing of the Transaction. These are anticipated to be Sean Roosen, current advisor of OVI, and Laurence Farmer, current Chairman of OVI.

As part of the Transaction, Dominique Doucet, current CEO and Director of Sirios will transition to the role of Head of Exploration and Executive Chairman of Sirios, and Jean-Felix Lepage will replace Mr. Doucet as CEO of Sirios.

Arrangement Agreement was approved by the boards of Directors of both Sirios and OVI.

Voting Support Agreement

In connection with the Transaction, each of the directors of OVI have entered into a voting support agreement with Sirios, pursuant to which they have agreed, among other things, to vote all of their OVI Shares (including any OVI Shares issued upon the exercise of any securities convertible, exercisable or exchangeable into OVI Shares) in favour of the Transaction.

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Rebranding and Name Change

Prior to the closing of the Transaction, Sirios and OVI will agree to a rebranding and name change for the merged company. Until such name change occurs, Sirios will continue to be listed on the TSX Venture Exchange under the symbol “SOI”.

5.2 Disclosure for Restructuring Transactions

Not applicable.

1. Reliance on subsection 7.1(2) of Regulation 51-102

Not applicable.

1. Omitted Information

Not applicable.

1. Executive Officer

For all additional information, please contact:

(s) Dominique Doucet
Mr. Dominique Doucet
President and Chief Executive Officer
Telephone: 1 (450) 482-0603

1. Date of Report

December 19, 2025.

This material change report contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

In this material change report, forward-looking statements relate to, among other things, statements regarding: the proposed acquisition by Sirios of all of the OVI Shares pursuant to the Arrangement Agreement and the terms thereof; the receipt of necessary shareholder, court and regulatory approvals for the Transaction; the anticipated timeline for completing the Transaction, if at all; the holding of the special meeting of the OVI shareholders and mailing of the management information circular regarding same; the proposed return of capital by Electric Elements Mining Corp.; the terms and conditions pursuant to which the Transaction will be completed, if at all; the reconstitution of the board and management of Sirios; the anticipated benefits of the Transaction; the anticipated

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filing of materials on SEDAR+; and potential future revenue and cost synergies resulting from the Transaction. These forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements.

In respect of the forward-looking statements, Sirios has relied on certain assumptions that it believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, shareholder, stock exchange and other third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Transaction. This timeline may change for a number of reasons, including unforeseen delays in preparing meeting materials; inability to secure necessary regulatory, court, shareholder, stock exchange or other third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times.

Risks and uncertainties that may cause such differences include but are not limited to: the risk that the Transaction may not be completed on a timely basis, if at all; the conditions to the consummation of the Transaction may not be satisfied; the risk that the Transaction may involve unexpected costs, liabilities or delays; the possibility that legal proceedings may be instituted against Sirios, OVI, and/or others relating to the Transaction and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the Transaction; risks relating to the failure to obtain necessary shareholder and court approval; other risks inherent in the mining industry. Failure to obtain the requisite approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, the announcement of the Transaction and the dedication of substantial resources of Sirios to the completion of the Transaction could have a material adverse impact on Sirios' share price, its current business relationships and on the current and future operations, financial condition, and prospects of Sirios.