Toronto, Ontario, May 6, 2026 - (ACN Newswire) - Radisson Mining Resources Inc. (TSXV: 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 A common 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".
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.
Forward-Looking Statements
This news release may contain forward-looking statements and forward-looking information within the meaning of applicable Canadian securities legislation (collectively, "forward-looking information"), including, but not limited to, the Offering, including statements about the Offering (including the completion of the Offering on the terms and timeline as announced or at all, the tax treatment of the FT Shares, the timing to renounce all Qualifying Expenditures in favour of the subscribers, the use of proceeds of the Offering and the exercise of the Option by the Underwriters), statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions and the Company's anticipated work programs. Often, but not always, forward-looking information can be identified by the use of words and phrases such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information reflects the Company's beliefs and assumptions based on information available at the time such statements were made. Actual results or events may differ from those predicted in forward-looking information. All of the Company's forward-looking information is qualified by the assumptions that are stated or inherent in such forward-looking information, including the assumptions listed below.
Although the Company believes that the assumptions underlying the forward-looking information contained in this news release are reasonable, this list is not exhaustive of the factors that may affect any forward-looking information. The key assumptions that have been made in connection with forward-looking information include the following: that the Offering will close on the anticipated timeline or at all and on the anticipated terms; that the Company will use the proceeds of the Offering as anticipated; and that the Company will receive all necessary approvals in respect of the Offering.
Forward-looking information involves known and unknown risks, future events, conditions, uncertainties, and other factors which may cause the actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking information. Such factors include, among others, general business, economic, competitive, political and social uncertainties; that the Offering will not close on the anticipated timeline or at all on the anticipated terms; that the Company will not use the proceeds of the Offering as anticipated; that the Company will not receive all necessary approvals in respect of the Offering; that the Underwriters may not exercise the Option; market volatility; the state of the financial markets for the Company's securities; the speculative nature of mineral exploration and development; fluctuating commodity prices; the future tax treatment of the FT Shares; competitive risks; costs of exploration; the actual results of current exploration activities; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; errors in geological modelling; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; exploration results not being consistent with the Company's expectations; the supply and demand for, deliveries of, and the future prices of commodities; accidents, labour disputes and other risks of the mining industry; the availability of qualified employees and contractors; political instability; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; delays in obtaining governmental approvals or financing; and other risks of the mining industry.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Readers should consider reviewing the detailed risk discussion in the sections entitled "Risks and Uncertainties related to Exploration" and "Risks Related to Financing and Development" in the management discussion & analysis for the year ended December 31, 2025, the financial statements of the Company, and other public disclosure of the Company, all of which are available on SEDAR+ under Radisson's issuer profile, for a fuller understanding of the risks and uncertainties that affect the Company's business and operations. Forward-looking information contained herein is given as of the date of this news release and the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events, or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
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