Radisson Mining Resources Inc. (TSX-V: RDS, OTCQB:
RMRDF) (“
Radisson” or
the “
Corporation") is pleased to announce
that it has closed its previously announced non-brokered private
placement with investors relying on prospectus exemption pursuant
to Regulation 45-106 respecting Prospectus Exemptions, for
aggregate gross proceeds of $6,000,087.47
(the “
Offering”).
This Offering was conducted pursuant to the
previously announced terms and consisted of the issuance of: (i)
2,468,898 units of the Corporation (the “Units”)
at a price of $0.18 per Unit, (ii) 2,194,806 Class A shares of
the Corporation (the “Common Shares”) that qualify
as “flow-through shares” pursuant to subsection 66(15) of the
Income Tax Act (Canada) (the “Tax Act”)
(the “FED FT Shares”), at a price of
$0.205 per FED FT Share, (iii) 10,603,336 Common Shares that
qualify as “flow-through shares” pursuant to subsection
66(15) of the Tax Act (the “QC FT
Shares”) at a price of $0.225 per QC FT Share, and (iv)
8,500,000 Quebec charity flow-through units of the Corporation (the
“Quebec Charity FT Units”, and, collectively with
the FED FT Shares and the QC FT Shares, the “FT
Securities”) at a price of $0.32 per Quebec Charity FT
Unit.
Each Unit is comprised of Common Share and
one-half of a Common Share purchase warrant (each whole Common
Share purchase warrant, a “Unit
Warrant”).
Each Quebec Charity FT Unit consists of one
Common Share that qualifies as a “flow-through share” pursuant to
subsection 66(15) of the Tax Act and one-half of a Common Share
purchase warrant (each whole Common Share purchase warrant, a
“Charity FT Unit Warrant” and, together with the
Unit Warrant, a “Warrant”).
Each Warrant will entitle the holder thereof to
acquire one additional Common Share for a period of 24 months
from the closing of the Offering (the “Closing”)
at a price of $0.27.
In consideration for services rendered in
connection with the Offering, finders’ fees totaling $84,095.07
were paid by the Corporation. In addition, 3,306 finders’ warrants
entitling the holder thereof to acquire one Common Share for a
period of 24 months from the closing of the Offering (the
“Closing”) at a price of $0.27 were issued.
With an effective closing date of November 17,
2023, all securities issued pursuant to this Offering are subject
to a restricted hold period of four months and a day, ending on
March 18, 2024, under applicable Canadian securities
legislation. The Offering remains subject to the final approval of
the TSX Venture Exchange
(the “Exchange”).
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any
sale of the securities in any state in which such offer,
solicitation or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act") and may not be offered or sold to, or for
the account or benefit of, persons in the United States or U.S.
persons absent registration or an applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
state securities laws. "United States" and "U.S. person" are as
defined in Regulation S under the U.S. Securities Act.
Neither the Exchange nor its Regulation Services
Provider (as that term is defined in policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
Use of Proceeds of the
Offering
The gross proceeds received by the Corporation
from the sale of the FT Securities 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, 2023, in the aggregate
amount of not less than the total amount of the gross proceeds
raised from the issue of FT Securities. For purchasers of QC 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.
Radisson Mining Resources
Inc.
Radisson is a gold exploration company focused
on its 100% owned O’Brien 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 25,000,000 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.
For more information on Radisson, visit our
website at www.radissonmining.com or contact:
Denis V. LachanceChairman, Interim President and
CEO819-806-3340dlachance@radissonmining.com
Kristina PillonManager, Investor
Relations604.908.1695kpillon@radissonmining.com
Forward-Looking Statements
All statements, other than statements of
historical fact, contained in this press release including, but not
limited to, those relating to the intended use of proceeds of the
Offering, the final approval of the Exchange in connection with the
Offering, the qualifying expenditures renunciation date, the
development of the O’Brien project and generally, the above “About
Radisson Mining Resources Inc.” paragraph which essentially
describes the Corporation’s outlook, constitute “forward-looking
information” or “forward-looking statements” within the meaning of
applicable securities laws, and are based on expectations,
estimates and projections as of the time of this press release.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by the
Corporation as of the time of such statements, are inherently
subject to significant business, economic and competitive
uncertainties and contingencies. These estimates and assumptions
may prove to be incorrect. Many of these uncertainties and
contingencies can directly or indirectly affect, and could cause,
actual results to differ materially from those expressed or implied
in any forward-looking statements and future events, could differ
materially from those anticipated in such statements. A description
of assumptions used to develop such forward-looking information and
a description of risk factors that may cause actual results to
differ materially from forward looking information can be found in
Radisson’s disclosure documents on the SEDAR website at
www.sedar.com.
By their very nature, forward-looking statements
involve inherent risks and uncertainties, both general and
specific, and risks exist that estimates, forecasts, projections
and other forward-looking statements will not be achieved or that
assumptions do not reflect future experience. Forward-looking
statements are provided for the purpose of providing information
about management’s endeavours to develop the O’Brien project and,
more generally, its expectations and plans relating to the future.
Readers are cautioned not to place undue reliance on these
forward-looking statements as a number of important risk factors
and future events could cause the actual outcomes to differ
materially from the beliefs, plans, objectives, expectations,
anticipations, estimates, assumptions and intentions expressed in
such forward-looking statements. All of the forward-looking
statements made in this press release are qualified by these
cautionary statements and those made in our other filings with the
securities regulators of Canada. The Corporation disclaims any
intention or obligation to update or revise any forward-looking
statements or to explain any material difference between subsequent
actual events and such forward-looking statements, except to the
extent required by applicable law.
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