Radisson Mining Resources Inc. (TSX-V: RDS, OTCQB: RMRDF) is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement. Pursuant to the closing of this first tranche, Radisson issued (i) 7,421,038 units of the Corporation  at a price of $0.27 per Unit, (ii) 4,765,625 class A common share in the capital of the Corporation that qualifies as “flow-through share” pursuant to subsection 66(15) of the Income Tax Act (Canada) at a price of $0.32 per NFT Share; and (iii) 6,016,012 Shares, that qualifies as a “flow-through share” as defined in subsection 66(15) of the Tax Act and section 359.1 of the Taxation Act (Québec) at a price of $0.36 per QFT Share. Total gross proceeds to the Corporation of the first tranche is $5,694,444.58.

Each Unit consists of one Share and one-half of Share purchase warrant exercisable at a price of $0.37 per Share for a period of 24 months following the closing date of the Offering.

The second tranche of the Offering for units of the Corporation consisting of one charity flow-through Share, to be sold on a charitable flow-through basis, and one-half of Warrant, at a price of $0.47 per Charity Unit, is expected to close shortly.

The gross proceeds received by the Corporation from the sale of the NFT Shares and QFT Shares, 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 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, 2024, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of FT Shares. For purchasers of QFT 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 Québec Tax Act, respectively) giving rise to an additional 20% deduction for Québec tax purposes.

Insiders of the Corporation have subscribed in the Offering for a total of 312,500 NFT Shares and 84,783 QFT Shares under the Offering which “related parties’ transactions” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions and TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions. Each insider that participated in the Offering disclosed their respective interest in the Offering and the directors of the Corporation who voted in favor of the Offering have determined, based on advice from counsel and management, 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 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 has expressed any contrary views or disagreements with respect to the foregoing. A material change report concerning this related party transaction will be filed by the Corporation.

All Offered Securities issued pursuant to this Offering are subject to a restricted hold period of four months and a day, ending on February 23, 2025, under applicable Canadian securities legislation. The Offering remains subject to the final approval of the TSX Venture Exchange.

In consideration for services rendered in connection with the Offering, finders’ fees totaling $104,742 were paid by the Corporation. In addition, 333,767 brokers’ warrants entitling the holder thereof to acquire one Share for a period of 24 months from the Closing at a price of $0.37 were issued.

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.

Radisson Mining Resources Inc.

Radisson is a gold exploration Corporation 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. The Bousquet-Cadillac mining camp has produced over 25 million 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. Indicated Mineral Resources are estimated at 0.50 million ounces (1.52 million tonnes at 10.26 g/t Au), with additional Inferred Mineral Resources estimated at 0.45 million ounces (1.60 million tonnes at 8.66 g/t Au). Please see the NI 43-101 “Technical Report on the O’Brien Project, Northwestern Québec, Canada” effective March 2, 2023, Radisson’s Annual Information Form for the year ended December 31, 2023 and other filings made with Canadian securities regulatory authorities available at www.sedar.com for further details and assumptions relating to the O’Brien Gold Project.