Radisson Mining Resources Inc. (TSX-V: RDS) (OTC: RMRDF) is pleased to announce the closing of the pre-announced private placement for total gross proceeds of $6,773,110. The Offering was made in accordance with the terms and conditions of the investment agreement between the Company and a consortium of dealers for which Eight Capital acted as lead agency and BMO Capital Markets, INFOR Financial Inc., Echelon Wealth Partners Inc., Laurentian Bank Securities Inc. and Raymond James Lée. The Offering consists of the issuance of (i) 10,819,629 Class A Québec Flow-Through Shares at a price of $0.35 per Québec Flow-Through Share; (ii) 4,860,000 Class A Québec Charity Flow-Through Shares at a price of $0.45 per Québec Charity Flow-Through Share; and (iii) 2,497,625 Class A Federal Flow-Through Shares at a price of $0.32 per Federal Flow-Through Share.
Flow-through Shares will be considered “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada). Eligible expenses will be waived in favour of subscribers with an effective date of December 31, 2021. The gross proceeds from the sale of the Flow-Through Shares will be used for exploration overhead costs on the O’Brien project located in Quebec.
As compensation for the services rendered in connection with the Offering, the Brokers received a cash commission of $305,478. As additional compensation, the Company also granted the Brokers a total of 794,532 non-transferable compensation warrants to acquire up to 794,532 Class A Shares at a price of $0.35 for a period of 18 months following the closing of the Offering.
All securities to be issued pursuant to the Offering are subject to a limitation period of four months and one day, ending on April 14, 2022, in accordance with applicable securities legislation in Canada. The Offering remains subject to final approval by the TSX Venture Exchange.
Insiders of the Company have subscribed in connection with the Offering for a total of 1,315,800 Quebec Flow-Through Shares and 156,250 Federal Flow-Through Shares, which constitute “related party transactions” within the meaning of National Instrument 61-101 Respecting Protection of Minority Holders in Special Transactions and within the meaning of TSXV Policy 5.9 – Measures to protect minority holders in particular transactions. However, the directors of the Corporation who voted in favour of the Offering have determined that the exemptions from the formal valuation requirement and the approval of minority holders, provided for in sections 5.5(a) and 5.7(1)(a) of NI 61-101, respectively, may be invoked because neither the fair market value of the Quebec Flow-Through Shares and the Federal Flow-Through Shares issued to insiders, nor the fair market value of the consideration paid for these Québec Flow-Through Shares and federal Flow-Through Shares exceed 25% of the Corporation’s market capitalization. No director of the Company has expressed any opinion to the contrary or disagreement in connection with the foregoing. A material change statement regarding this related party transaction will be filed by the Company but may not be filed earlier than 21 days prior to the closing of the Offering due to the fact that the terms of each of the unrelated persons’ and related parties’ participation in the Offering were not determined.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Law”) or any other state law, and may not be offered or sold in the United States or to a U.S. person, or for the account or benefit of a U.S. person, without prior registration under U.S. law and other applicable state securities laws or in the absence of an applicable registration exemption.
About Radisson Mining Resources Inc.
Radisson is a mining exploration company dedicated to its 100% owned O’Brien project, located inside the Bousquet-Cadillac mining camp intersected by the Cadillac regional fault in Abitibi, Province of Quebec. The Bousquet-Cadillac mining camp has produced more than 21,000,000 ounces of gold over the past 100 years. The project is home to the former O’Brien mine considered to have been the main producer of high-grade gold in the Abitibi green rock belt at the time of its production (1,197,147 metric tons at 15.25 g/t Au for 587,121 ounces of gold between 1926-1957; 3D Geo-solution, July 2019).
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We acknowledge the [financial] support of the Government of Canada.