Radisson Announces $3 Million Non-Brokered Private Placement

ROUYN-NORANDA, Quebec, Sept. 30, 2024 (GLOBE NEWSWIRE) — Radisson Mining Resources Inc. (TSX-V: RDS, OTCQB: RMRDF) (“Radisson” or the “Company”) is pleased to announce that it intends to raise C$ 3,000,000 in a non-brokered private placement (the “Offering”), with the proceeds directed towards advancing the exploration and development of the Company’s O’Brien Gold Project located in the Abitibi region of Québec.

The Offering will include the sale of the following securities (collectively, the “Securities”):

• Units of the Company (the “Units”) consisting of one Class A common share (“Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”) at a price of C$0.27 per Unit; each Warrant will be exercisable for a period of 24 months following the closing date at a price of C$0.37 per underlying Class A common share.
• Class A shares of the Company (the “FT Shares”) which shall each qualify as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada) (“ITA”) and section 359.1 of the Taxation Act (Québec) (the “Québec Tax Act”), at a price of C$0.36 per FT Share.

• Units of the Company (the “Charity FT Units”) consisting of one FT Share and one-half of one Warrant to be sold on a charitable flow-through basis at a price of C$0.47 per Charity FT Unit; each Warrant will be exercisable for a period of 24 months following the closing date at a price of C$0.37 per underlying Class A common share.

The gross proceeds received by the Corporation from the sale of the FT Shares will be used to incur Canadian Exploration Expenses (“CEE”) that are “flow-through mining expenditures” (as such terms are defined in the Income Tax Act (Canada)) on the O’Brien gold project in the Province of Québec, which will be renounced to the subscribers with an effective date no later than December 31, 2024, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of FT Shares. For purchasers of FT Shares resident in the Province of Québec, 10% of the amount of CEE will be eligible for inclusion in the deductible “exploration base relating to certain Québec exploration expenses” and 10% of the amount of the expenses will be eligible for inclusion in the deductible “exploration base relating to certain Québec surface mining exploration expenses” (as such terms are defined in the Taxation Act (Québec), respectively) giving rise to an additional 20% deduction for Québec tax purposes.

A finder’s fee may apply to a portion of the proceeds raised under the Offering in the amount of 6% cash and 6% finders’ warrants.

The closing of the Offering is expected to occur on or about October 20, 2024 and is subject to receipt of all necessary regulatory approvals including the acceptance of the Offering by the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a four month hold period from the date of issue.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act.

It is anticipated that one or more directors will acquire Securities under the Offering. Any such participation will be considered a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). It is anticipated that the transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 based on a determination that the securities of the Company are listed on the TSXV and that the fair market value of the Offering, insofar as it involves interested parties, will not exceed 25% of the market capitalization of the Company.

Radisson Mining Resources Inc.

Radisson is a gold exploration company focused on its 100% owned O’Brien Gold Project, located in the Bousquet-Cadillac mining camp along the world-renowned Larder-Lake-Cadillac Break in Abitibi, Québec. The Bousquet-Cadillac mining camp has produced over 25 million ounces of gold over the last 100 years. The Project hosts the former O’Brien Mine, considered to have been Québec’s highest-grade gold producer during its production. Indicated Mineral Resources are estimated at 0.50 million ounces (1.52 million tonnes at 10.26 g/t Au), with additional Inferred Mineral Resources estimated at 0.45 million ounces (1.62 million tonnes at 8.64 g/t Au). Please see the NI 43-101 “Technical Report on the O’Brien Project, Northwestern Québec, Canada” effective March 2, 2023, Radisson’s Annual Information Form for the year ended December 31, 2023 and other filings made with Canadian securities regulatory authorities available at www.sedar.com for further details and assumptions relating to the O’Brien Gold Project.

For more information on Radisson, visit our website at www.radissonmining.com or contact:

Matt Manson
President and CEO
416.618.5885
mmanson@radissonmining.com

Kristina Pillon
Manager, Investor Relations
604.908.1695
kpillon@radissonmining.com

Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections, and interpretations as at the date of this news release. Forward-looking statements including, but are not limited to, statements with respect to the closing of the Offering, the planned and ongoing drilling, the significance of drill results, the ability to continue drilling, the impact of drilling on the definition of any resource, the ability to incorporate new drilling in an updated technical report and resource modelling, the Company’s ability to grow the O’Brien project and the ability to convert inferred mineral resources to indicated mineral resources. Any statement that involves discussions with respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “interpreted”, “management’s view”, “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 information and are intended to identify forward-looking information. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements Forward-looking information is based on estimates of management of the Company, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the drill results at O’Brien; the significance of drill results; the ability of drill results to accurately predict mineralization; the ability of any material to be mined in a matter that is economic. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the parties cannot assure shareholders and prospective purchasers of securities that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Company believes that this forward-looking information is based on reasonable assumptions, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law. These statements speak only as of the date of this news release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.