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 MansonPresident and
CEO416.618.5885mmanson@radissonmining.com
Kristina PillonManager, Investor
Relations604.908.1695kpillon@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.
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