OVI Announces Filing of Management Information Circular in Connection with Proposed Arrangement

Montreal, Quebec--(Newsfile Corp. - February 2, 2026) - OVI Mining Corp. ("OVI", or the "Corporation") is pleased to announce that it has filed its management information circular (the "Circular") and related materials for its special meeting (the "Meeting") of the holders ("OVI Shareholders") of common shares ("OVI Shares") in the capital of the Corporation, to be held on February 18, 2026 at 1:00 p.m. (Eastern time) at the offices of Bennett Jones LLP located at 900 De Maisonneuve W. Blvd., Suite 1800, Montréal, Québec, H3A 0A8.

At the Meeting, OVI Shareholders will be asked to consider and vote on, among other things, a special resolution (the "Arrangement Resolution") approving a statutory plan of arrangement pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement"), subject to the terms and conditions of an arrangement agreement dated December 10, 2025 (the "Arrangement Agreement"), entered into between OVI and Sirios Resources Inc. (TSXV: SOI) ("Sirios").

Under the Arrangement Agreement, the parties have agreed to effect the Arrangement, pursuant to which, among other things, Sirios will acquire all of the issued and outstanding OVI Shares. OVI Shareholders will receive 2.34 common shares of Sirios for each OVI Share held immediately prior to the effective time of the Arrangement, subject to rounding, as provided for in the Arrangement Agreement.

For the Arrangement to become effective, the Arrangement Resolution must first be approved at the Meeting by the affirmative vote of (i) at least two-thirds (66⅔%) of the votes cast on the Arrangement Resolution by OVI Shareholders present in person or represented by proxy and entitled to vote at the Meeting, and (ii) at least a majority (50% + 1) of the votes cast on the Arrangement Resolution by OVI Shareholders, excluding the votes cast in respect of OVI Shares held by certain interested or related parties or joint actors of OVI in accordance with the minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

The OVI board of directors unanimously recommends that OVI Shareholders vote FOR the Arrangement Resolution.

Mailing of the Circular and related Meeting materials has commenced and OVI Shareholders should receive them shortly. The Meeting materials can be downloaded from OVI's website at ovimining.com and also from OVI's issuer profile on SEDAR+ at www.sedarplus.ca.

Receipt of Interim Order

The Corporation is also pleased to announce that the Supreme Court of British Columbia (the "Court") has granted an interim order dated January 15, 2026, providing for the calling and holding of the Meeting and other procedural matters relating to the Arrangement.

Completion of the Arrangement remains subject to, among other things, the approval of the Arrangement Resolution at the Meeting, applicable regulatory approvals and the receipt of the final order of the Court for the Arrangement.

About OVI Mining Corp.

OVI Mining Corp. is a privately-owned exploration stage company principally engaged in the acquisition, exploration, and development of mineral properties in North America. With 100% ownership of the Corvet Est and PLEX properties, OVI combines modern exploration with a commitment to responsible development and strong local partnerships. OVI is advancing its projects toward drill-ready status.

Cautionary Note Regarding Forward-looking Statements

This news release 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 news release, 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 Arrangement; the anticipated timeline for completing the Arrangement, if at all; the holding of the special meeting of the OVI shareholders and mailing of Circular regarding same; the terms and conditions pursuant to which the Arrangement will be completed, if at all; the anticipated benefits of the Arrangement; and potential future revenue and cost synergies resulting from the Arrangement. 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, OVI has relied on certain assumptions that they 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 Arrangement. This timeline may change for a number of reasons, including the 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 Arrangement. 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 Arrangement may not be completed on a timely basis, if at all; the conditions to the consummation of the Arrangement may not be satisfied; the risk that the Arrangement may involve unexpected costs, liabilities or delays; the possibility that legal proceedings may be instituted against Sirios, OVI, and/or others relating to the Arrangement and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the Arrangement; 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 Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, the announcement of the Arrangement and the dedication of substantial resources of OVI to the completion of the Arrangement could have a material adverse impact on OVI, its current business relationships and on the current and future operations, financial condition, and prospects of OVI.

For more information contact:

Jean-Félix Lepage, CEO
438-454-5636
jflepage@ovimining.com 
www.ovimining.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282404