Radisson Mining Resources Inc. (TSXV: RDS,OTC:RMRDF) (OTCQX: RMRDF) (" Radisson " or the " Company ") is pleased to announce that it has entered into an agreement with Cormark Securities Inc. 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 33,333,500 Class A common shares of the Company (each, an " Offered Share ") at a price of $0.60 per Offered Share, for gross proceeds of $20,000,100 (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 $3,000,015 , 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).
The Company will use the net proceeds from the Offered Shares for ongoing exploration and advancement of the O'Brien gold project and for general corporate purposes.
The Offering is expected to close on or about October 7, 2025 (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.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (" NI 45-106 "), the Offered 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 Underwriters will also be entitled to offer the Offered Shares for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions. The Offered Shares acquired under the Offering by investors 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 investors 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 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
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. A July 2025 Preliminary Economic Assessment 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 0.58 million ounces (2.20 million tonnes at 8.2 g/t Au), with additional Inferred Mineral Resources estimated at 0.93 million ounces (6.67 million tonnes at 4.4 g/t Au). Please see the NI 43-101 "O'Brien Gold Project Technical Report and Preliminary Economic Assessment, Québec, Canada " effective June 27, 2025 , and other filings made with Canadian securities regulatory authorities available at www.sedarplus.ca for further details and assumptions relating to the O'Brien Gold Project.
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, statements relating to the Company's expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering, the completion of the Offering and the date of such completion and the conditional approval of the TSX Venture Exchange. 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: the significance of drill results and ongoing exploration activities; management's beliefs on resource expansion; the predictability of geological modelling; the accuracy of the Company's records of its property interests; the global economic climate; commodities prices; inflation; environmental risks; climate change; cybersecurity threats; community and non-governmental actions; that required permits will be obtained on a timely basis in order to permit the Company to proceed on schedule with its planned drilling programs; that skilled personnel and contractors will be available as the Company's operations continue to grow; the relevance of the assumptions, estimates and projections; the impact of international conflict, or the escalation thereof, on the markets, generally, and on the business and prospects of the Company; and that the Company will be able to continue raising the necessary capital to finance its operations and realize on its mineral resource estimates.
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; regulatory approval for the Offering; completion of the Offering; public health crises; 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 Company's disclosure documents filed on SEDAR+, 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.
SOURCE Radisson Mining Resources Inc.
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