OVI Shareholders Overwhelmingly Approve Arrangement with Sirios

Montreal, Quebec–(Newsfile Corp. – February 18, 2026) – OVI Mining Corp. (“OVI” or the “Company“) is pleased to announce that the shareholders of the Company (the “Shareholders“) have approved a special resolution (the “Arrangement Resolution“) at the special meeting of Shareholders held earlier today (the “Meeting“) authorizing a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement“), as previously announced on December 11, 2025, pursuant to which Sirios Resources Inc. (“Sirios“) will acquire all of the issued and outstanding common shares of OVI (each, a “Share“).

The purpose of the Meeting was to consider and vote upon the Arrangement Resolution authorizing the Arrangement and approving the transactions contemplated in the arrangement agreement dated December 10, 2025 between the Company and Sirios (the “Arrangement Agreement“), pursuant to which, among other things, Sirios will acquire all of the issued and outstanding Shares by way of a court-approved plan of arrangement, and in exchange, the Shareholders will be entitled to receive 2.34 common shares of Sirios for each Share held.

A total of 39,400,544 Shares were represented in person or by proxy at the Meeting, representing approximately 69.90% of the issued and outstanding Shares.

Approval of the Arrangement

The Arrangement Resolution was overwhelmingly approved at the Meeting by (i) 100% of the votes cast by Shareholders voting in person or represented by proxy at the Meeting, and (ii) 100% of the votes cast by the minority Shareholders voting in person or represented by proxy at the Meeting, excluding the Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“).

To be effective, the Arrangement Resolution required the affirmative vote of at least (i) two-thirds of the votes cast by the Shareholders, present or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by the minority Shareholders, present or represented by proxy at the Meeting, excluding the Shares required to be excluded pursuant to MI 61-101.

Accordingly, the Shareholder approval required in order to proceed with the Arrangement has been obtained.

The Arrangement is expected to become effective on or about February 27, 2026, subject to, among other things, the Company obtaining a final order from the Supreme Court of British Columbia (the “Court“) in respect of the Arrangement and the satisfaction or waiver of certain other customary closing conditions. The hearing for the final order of the Court to approve the Arrangement is scheduled to take place on February 23, 2026.

Further details regarding the Arrangement and on the above matters are set out in the management information circular of OVI dated January 15, 2026, which is available on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile.

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 Shares pursuant to the Arrangement Agreement and the terms thereof; the receipt of necessary regulatory and Court approvals for the Arrangement; the anticipated timeline for completing the Arrangement, if at all; the terms and conditions pursuant to which the Arrangement will be completed, if at all; and the anticipated benefits of 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 and Court 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 and Court 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 Court approval; and 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284407