Radisson Mining Resources Inc. (TSX-V: RDS) (OTC: RMRDF) 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 $2,305,421.58.

This Offering was conducted pursuant to the previously announced terms and consisted of the issuance of: (i) 3,177,777 units of the Corporation at a price of $0.18 per Unit, (ii) 853,707 Class A shares of the Corporation that qualify as “flow-through shares” pursuant to subsection 66(15) of the Income Tax Act (Canada), at a price of $0.205 per FED FT Share, (iii) 3,235,297 Common Shares that qualify as “flow-through shares” pursuant to subsection 66(15) of the Tax Act at a price of $0.235 per QC FT Share, and (iv) 2,616,777 charity flow-through units of the Corporation at a price of $0.305 per Charity FT Unit.

Each Unit is comprised of Common Share and one-half of a Common Share purchase warrant.

Each Charity FT Unit consists of one Common Share that qualifies as “flow-through share” pursuant to subsection 66(15) of the Tax Act and one-half of a Common Share purchase warrant.

Each Warrant will entitle the holder thereof to acquire one additional Common Share for a period of 18 months from the closing of the Offering at a price of $0.27.

Insiders of the Corporation have subscribed in the Offering for a total of 111,111 Units and 262,765 QC FT Shares on the offering which “related parties’ transactions” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions and TSX Venture Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions. However, the directors of the Corporation who voted in favour of the Offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the QC FT Shares issued to insiders, nor the fair market value of the consideration paid exceed 25% of the Corporation’s market capitalization. None of the Corporation’s directors have expressed any contrary views or disagreements with respect to the foregoing. A material change report in respect of this related party transaction will be filed by the Corporation but could not be filed earlier than 21 days prior to the Closing because the terms of the participation of each of the non-related parties and the related party in the Offering were not confirmed.

In consideration for services rendered in connection with the Offering, finders’ fees totaling $6,000 were paid in relation to the Offering.

All securities issued pursuant to this Offering are subject to a restricted hold period of four months and a day, ending on October 30, 2023, under applicable Canadian securities legislation. The Offering remains subject to the final approval of 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.

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 that are “flow-through mining expenditures” (as such terms are defined in the Tax Act) on the Corporation ’s exploration properties 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 and Charity FT Units 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.

The net proceeds received by the Corporation from the sale of the Units will be used to fund the exploration and development of the Company’s exploration projects and for general corporate and working capital 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.