Not for distribution to United States newswire services or for dissemination in the United States
Toronto, ON – Radisson Mining Resources Inc. (TSX-V: RDS, OTCQX: RMRDF) (“Radisson” or the “Company”) is pleased to announce that it has entered into an agreement with ATB Cormark Capital Markets to act as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (collectively, the “Underwriters”) in connection with a “bought deal” private placement of 14,493,000 Class Acommon shares of the Company that will each qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) (the “FT Shares”), at a price of $1.38 per FT Share, for gross proceeds of $20,000,340 (the “Offering”).
In addition, the Company will grant the Underwriters an option (the “Option”) to increase the size of the Offering by up to an additional $3,000,120, on the same terms and conditions as the Offering, by giving written notice of the exercise of the Option, or a part thereof, to the Company at any time up to 48 hours prior to Closing Date (as defined below). In the event the Option is fully exercised, the maximum gross proceeds raised under the Offering will be C$23,000,460.
The Company will use an amount equal to the gross proceeds from the sale of the FT Shares, pursuant to the provisions in the Income Tax Act (Canada) (the “Tax Act”), to further exploration and development of the O’Brien Gold Project, including deep drilling beyond the scope of the current program, which expenses will be (or deemed to be) eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” (as both terms are defined in the Tax Act) (the “Qualifying Expenditures”), on or before December 31, 2027, and to renounce all such Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2026. In the event the Company is unable to renounce Qualifying Expenditures effective on or prior to December 31, 2026 for each FT Share purchased in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares, the Company will indemnify each FT Share subscriber, as applicable, for the additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.
In consideration for the services provided to the Company in connection with the Offering, the Underwriters will be entitled to receive a cash commission equal to 6% of the aggregate gross proceeds of the Offering other than with respect to sales to purchasers on the President’s List, if any, for which the Underwriters will receive a cash fee of 3% (the “Cash Commission”). For the avoidance of doubt, the Cash Commission will not be paid from the gross proceeds of the Offering and will be paid by the Company with existing cash on hand.
The Offering is expected to close on or about May 28, 2026 (the “Closing Date”), or such other date as the Company and the Underwriters may agree and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the conditional approval of the TSX Venture Exchange.
The Company understands that the initial subscribers of the FT Shares may subsequently choose to (i) donate such FT Shares to registered charities, who may in turn choose to sell such FT Shares to purchasers arranged by the Underwriters (the “Re-Offered Shares”); or (ii) sell such FT Shares to purchasers arranged by the Underwriters. The Company will not be a party to any such arrangements. The Re-Offered Shares will not be subject to a hold period pursuant to applicable Canadian securities laws.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the FT Shares will be offered for sale to purchasers resident in all provinces of Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The FT Shares acquired under the Offering by purchasers resident in Canada under the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document related to the Offering and the use by the Company of the Listed Issuer Financing Exemption that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.radissonmining.com. Prospective purchasers should read this offering document before making an investment decision.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities 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 (the “U.S. Securities Act”), or any of the securities laws of any state of the United States, and are not being offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States.
Qualified Persons
Disclosure of a scientific or technical nature in this news release was prepared under the supervision of Mr. Richard Nieminen, P.Geo, (QC), a geological consultant for the Company and a Qualified Person for purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mr. Nieminen is independent of the Company and the O’Brien Gold Project.
About Radisson Mining
The Company is a gold exploration company focused on its 100% owned O’Brien Gold Project (“O’Brien” or the “Project”), located in the Bousquet-Cadillac mining camp along the world-renowned Larder-Lake-Cadillac Break in Abitibi, Québec. A July 2025 PEA described a low cost and high value project with an 11-year mine life and significant upside potential based on the use of existing regional infrastructure. Indicated Mineral Resources are estimated at 0.63 Moz (3.49 Mt at 5.59 g/t Au), with additional Inferred Mineral Resources estimated at 1.69 Moz (10.37 Mt at 5.08 g/t Au).
Please see the technical report titled “O’Brien Gold Project NI 43-101 Technical Report and Preliminary Economic Assessment, Québec, Canada” effective June 27, 2025 (the “PEA”), Radisson’s news release dated March 2, 2026 titled “With Step-Out Drilling Continuing, Radisson Demonstrates Meaningful Resource Growth at O’Brien with an Updated Mineral Resource Estimate” and other filings made with Canadian securities regulatory authorities available at www.sedarplus.ca for further details and assumptions relating to the Project. The PEA is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized.
The Company’s head and registered office is located at 50 du Petit-Canada Street, Rouyn-Noranda, Québec J0Y 1C0. The Class A common shares of the Company are listed on the TSX-V under the symbol “RDS” and on the OTCQX under the symbol “RMRDF”.
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