Sirios Resources Inc. — Share Issue/Capital Change 2024

Dec 24, 2024

SCHEDULE 51-102F3
MATERIAL CHANGE REPORT

1. Name and Address of the Corporation

SIRIOS RESOURCES INC. (the "Corporation")
1400, Marie-Victorin Street, suite 210
Saint-Bruno-de-Montarville, Québec J3V 6B9

1. Date of Material Change

December 23, 2024

1. News Release

A news release, in French and English versions, was issued on December 23, 2024, through Globe Newswire and filed on SEDAR+.

1. Summary of Material Change

On December 23, 2024, the Corporation announced Closing of a Third and Final Tranche of its Flow-Through Private Placement.

1. Full Description of Material Change

5.1 Full Description of Material Change

On December 23, 2024, the Corporation announced 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 300,000 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

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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. The Corporation did not file a material change report at least 21 days before the anticipated closing of the Offering due to the fact that the terms of the participation of each of the non-related parties and the related party in the Offering were not confirmed and that this abbreviated period was reasonable and necessary in the circumstances.

The following table presents the effect of the Offering on the ownership percentage of the outstanding and issued Shares for the insider who subscribed in the Offering.

Name of Insider	Ownership percentage before the closing of the Offering^{(1)}	Shares subscribed under the Offering	Ownership percentage after the closing of the Offering^{(2)}
Dominique Doucet	1.20% of outstanding and issued Shares.	300,000 Shares.	1.29% of outstanding and issued Shares.

Notes:
(1) On an undiluted basis.
(2) On an undiluted basis.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

For all additional information, please contact:

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

9. Date of Report

December 23, 2024.