Combination creates a district-scale platform anchored by the Cheechoo gold deposit, with exploration upside at Corvet Est and PLEX
(All amounts expressed in Canadian dollars unless otherwise stated)
MONTRÉAL, Dec. 11, 2025 /CNW/ - Sirios Resources Inc. (TSXV: SOI) (OTCQB: SIREF) ("Sirios") and OVI Mining Corp. ("OVI") are pleased to announce that they have entered into 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").
The combination creates a Québec-focused gold company, uniting Osisko's expertise in asset development with Sirios' longstanding track-record of exploration success in the Eeyou Istchee James Bay region of Québec. The combined company will control three district scale resource-stage assets, with the Cheechoo project as the combined company's flagship asset.
Osisko Development Corp. executives Sean Roosen and Laurence Farmer will join the Sirios board on closing. Jean-Félix Lepage, previously Vice President, Project Development at O3 Mining Inc., will assume the role of CEO. Founder Dominique Doucet, a pioneer of James Bay exploration, will transition to Executive Chairman and Head of Exploration.
Dominique Doucet, Founder and Chief Executive Officer of Sirios, stated:
"This transaction marks the beginning of a new era for Sirios. We are building a winning team and deep bench strength with the addition of Jean-Félix Lepage as CEO, along with Sean Roosen and Laurence Farmer as board members. By integrating their experience as industry leaders in corporate finance and mine development with our deep knowledge of geology and exploration, we will work diligently towards advancing our flagship Cheechoo deposit into gold production."
Jean-Félix Lepage, Chief Executive Officer of OVI, added:
"This is an exceptional opportunity to accelerate the development of a promising gold portfolio in Québec under the Osisko banner. Cheechoo is a highly prospective asset that we believe has the potential to become a major gold mine in James Bay, and the exploration upside across Corvet Est and PLEX gives us multiple pathways for growth. Dominique's decades of geological experience in the region are invaluable. Together, we intend to build a major Québec gold company."
Sean Roosen, Chief Executive Officer of Osisko Development, commented:
"I see an excellent opportunity to combine forces and put our experience in project development to support Cheechoo, which is a greatly under-appreciated gold project. We are lucky to get to work alongside Mr. Doucet, who is a long-standing friend of the Osisko founders and the elder statesman of exploration in Quebec's James Bay. The knowledge, experience, and relationships that Mr. Doucet has gained from decades of activity in James Bay cannot be replicated."
Under the terms of the Arrangement Agreement, Sirios will issue an aggregate of 131,905,657 million common shares to OVI shareholders, with each holder of common shares of OVI (each, an "OVI Share") entitled to receive 2.34 Sirios common shares (each, a "Sirios Share") for each common share of OVI 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.
Prior to closing of the Transaction, Sirios and OVI will agree on a corporate re-branding and name change for the combined company. Until such name change occurs, Sirios will continue to trade on the TSX Venture Exchange under the symbol "SOI". Notice of a special meeting of OVI shareholders and meeting date will be filed on SEDAR+. 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.
Strategic Rationale: Creating a Major Gold Platform in James Bay
-- Increased scale with a re-rating pathway
-- The combined company will control three district-scale assets,
placing the combined company into a new peer group of
advanced Québec developers.
-- The enhanced scale, asset quality, and institutional sponsorship
created through the Transaction introduces a clear and credible
pathway to a market re-rating.
-- Osisko-backed leadership with proven mine-building credentials
-- The Transaction brings Sirios into the Osisko ecosystem, a
platform recognized for financing, advancing, and de-risking
significant modern gold projects in Canada.
-- Key senior members of the Osisko family, including Sean Roosen,
will join Sirios's board and management team after the completion
of the Transaction.
-- A three-asset platform with district consolidation potential
-- Cheechoo: A large-scale, predictable gold deposit with
open-pittable geometry, higher-grade domains, significant growth
potential, and proximity to Dhilmar's Éléonore Mine.
-- The project hosts 1.3M oz at 1.12 g/t Au in the Indicated
category and 1.7 Moz at 1.23 g/t Au in the Inferred
category;1
-- Significant exploration target ranging from 31 to 40 Mt at
a range of 1.27 to 1.45 g/t Au.2
-- PLEX: A 21,000-hectare district-scale land package hosting the
Orfée Zone with multiple structural corridors from surface
and untested at-depth and along-strike potential.
-- Corvet Est: A 6,500 hectare district-scale land package comprising
a historically drilled at-surface gold system with numerous
attractive mineralized zones and significant untested potential.
The project was once part of a Virginia Gold Mines Inc. --
Goldcorp Inc. (now Newmont Mining Corporation) joint venture and
has been largely dormant since 2012. In 2025, Electric Elements
Mining Corp. consolidated full ownership, later transferring the
asset to OVI.
-- Driving synergies and expanding exploration potential
-- Combines Sirios's geological expertise and intricate knowledge of
the region, with OVI's capital markets and project advancement
experience, creating a stronger, more complete team.
-- Eliminates duplicative G&A, allowing more capital to be directed
toward high-impact exploration.
-- Creates a more diversified and broadened portfolio with
district-scale discovery potential, and future M&A optionality.
-- Unifies the capital structure to enable disciplined deployment of
a single balance sheet across the highest-return opportunities,
reducing single-asset risk.
Terms of the Arrangement Agreement
The Transaction is expected to be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Under the terms of the Arrangement Agreement, Sirios will acquire all of the issued and outstanding OVI Shares in exchange for the Arrangement Consideration. 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.
To be effective, the Transaction will require the approval of: (i) 66 2/3% of the votes cast by shareholders of OVI, voting as a single class; and (ii) 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).
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.
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.
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