Radisson Announces Closing of Bought Deal Financing for $25 Million

Radisson Mining Resources Inc. (TSXV: RDS,OTC:RMRDF) (OTCQX: RMRDF) ("Radisson" or the "Company") is pleased to announce that it has closed its previously announced "bought deal" private placement pursuant to which the Company issued a total of 18,115,797 Class A common shares of the Company that each qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) as part of a charity arrangement (the "FT Shares"), at a price of $1.38 per FT Share, for aggregate gross proceeds of $24,999,800 (the "Offering"). The 18,115,797 FT Shares issued under the Offering include 2,174,000 FT Shares issued and sold pursuant to the full exercise of the option granted by the Company to the Underwriters.

Matt Manson, President and CEO: "We are very grateful for the strong support demonstrated for this financing from existing and new shareholders. In October 2025, we expanded our successful deep, step-out drill program at the O'Brien Gold Project to what will be an eventual 140,000 metres with up to eight drill rigs. The drill program is ongoing, and in March of this year we demonstrated its value with an interim, and meaningful, increase in the estimate of the Project's mineral resources. With this financing completed, we can now (i) plan the expansion and extension of our drilling through to the end of 2027, (ii) manage our capital resources more efficiently with our "flow-through" eligible exploration expenditures, and (iii) establish a strong treasury to support project development activities and project de-risking. In particular, our step-out drilling ambition is to go deeper. Until now, our exploration horizon has been to a floor of 2 kilometers depth. Results to date indicate extensive gold mineralization with good continuity beneath the former mine and the current mineral resources to at least 1.9 kilometers depth (see Radisson news release dated April 30, 2026). Given the character of neighboring gold deposits and the wealth of mining infrastructure within or close to the O'Brien Gold Project, we now intend to extend our exploration to a depth of 2.5 kilometers with new deep drilling and directional wedging. We believe that O'Brien gold mineralization has the potential to extend to at least these depths, that such mineralization offers the potential for significant new mineral resources in excess of our current exploration target, and that these mineral resources might be reasonably expected to be developed."

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 incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Tax Act) (the "Qualifying Expenditures") in connection with the exploration of the O'Brien Gold Project, including deep drilling beyond the scope of the current program, on or before December 31, 2027. The Company will 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.

The Offering was completed pursuant to an underwriting agreement dated May 28, 2026 between the Company and a syndicate of underwriters led by ATB Cormark Capital Markets (collectively, the "Underwriters"). In consideration for the services provided to the Company in connection with the Offering, the Underwriters received an aggregate cash commission equal to $1,316,792.99, representing (i) 6% of the gross proceeds of the Offering with respect to the FT Shares sold to purchasers not on the President's List, and (ii) 3% of the gross proceeds of the Offering with respect to the FT Shares sold to purchasers on the President's List, provided that no commission was paid with respect to certain U.S. Purchasers under the President's List (the "Cash Commission"). The Cash Commission was paid by the Company with existing cash on hand.

The Offering remains subject to the final acceptance 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 FT Shares have been 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 issued under the Offering to purchasers resident in Canada under the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.

An amended offering document related to the Offering and the use by the Company of the Listed Issuer Financing Exemption can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.radissonmining.com.

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 the tax treatment of the FT Shares, the timing to renounce all Qualifying Expenditures in favour of the subscribers and the use of proceeds of the Offering), 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 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 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; 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.

Not for distribution to United States newswire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299213