Radisson Mining Resources Inc. — AGM Information 2021

May 26, 2021

==> picture [131 x 48] intentionally omitted <==

Radisson Mining Resources Inc.

NOTICE OF

ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

May 13, 2021

RADISSON MINING RESOURCES INC.

• C.P. 307, Succursale Bureau Chef, Rouyn-Noranda (Québec) J9X 5C3

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2021

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of Shareholders of Radisson Mining Resources Inc. (the “Company”) ») will be held via a conference call ( as per indications included in this notice ) given the extraordinary measures in place related to the covid-19 pandemic. The meeting will take place at Radisson’s head office (700 Dallaire ave) in Rouyn-Noranda, Qc on June 11, 2021 at 10 a.m. for the following matters:

1. To receive Management’s Discussion and Analysis, the report to the shareholders on behalf of the board of directors, the audited financial statements for the financial year ended December 31, 2020, and the auditors’ report on such financial statements

4. To elect directors

5. To appoint auditors and authorize the directors to fix the auditors’ remuneration

6. To confirm and ratify the Shareholder Protection Rights Plan (the “Rights Plan”) that came into force on February 2, 2009

7. To transact such other business as may properly be brought during the Meeting.

A copy of the annual report containing Management’s Discussion and Analysis, the audited financial statements for the year ended December 31, 2020, and the auditors’ report on such financial year has been sent to shareholders and may be reviewed on the SEDAR web site at www.sedar.com.

A Supplemental Mailing List Return Card is also enclosed. Shareholders who complete and return the Card will receive the Corporation’s interim financial statements for the ensuing year.

The Management Information Circular contains additional information regarding the matters to be considered at the Meeting and is hereby deemed to be an integral part of this notice.

Rouyn-Noranda, Québec

May 13, 2021

BY ORDER OF THE BOARD OF DIRECTORS

==> picture [174 x 50] intentionally omitted <==

----- Start of picture text -----

(signed) Donald Lacasse
________
----- End of picture text -----

Donald Lacasse Corporate Secretary

The Board of Directors would like all shareholders to be present at the meeting. However, shareholders who are unable to attend the meeting in person are urged to complete the attached proxy form and return it to Computershare Investor Services Inc. in the envelope provided for this purpose. Proxies to be used at the meeting must be returned to Computershare Investor Services Inc. before the close of business (5 p.m. eastern time) on June 9, 2021. Failure to submit the proxy will result in its invalidation.

• 1 -

RADISSON MINING RESOURCES INC.

MANAGEMENT INFORMATION CIRCULAR

(Information presented as of April 1, 2021, unless otherwise indicated)

INFORMATION ABOUT THE VOTE

SOLICITATION OF PROXIES

This management information circular is furnished in connection with the solicitation of proxies by the management of Radisson Mining Resources Inc. (the “ Company ”) for use at the annual general and special meeting of shareholders of the Company (the “ Meeting ”) to be held at the time and place and for the purposes set forth in the attached notice of meeting (the “ Notice ”) and any adjournment thereof. This solicitation will primarily be by mail, but proxies may also be solicited by directors, officers and employees of the Company. The Company will bear all costs and expenses of this solicitation.

APPOINTMENT OF PROXIES

Persons mentioned in the accompanying form of proxy are directors or nominee directors of the Company. Any shareholder has the right to appoint a person to represent him or her at the Meeting other than the persons designated in the enclosed form of proxy, and may do so by crossing out the names indicated and by indicating the name of such nominee in the blank space provided. A proxy does not need to be a shareholder of the Company.

Shareholders who cannot attend the Meeting are urged to complete the attached form of proxy and return it to Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, no later than June 09, 2021 (5 p.m. Eastern Time). A shareholder registered can vote also by internet www.voteendirect.com or by phone at 1-866-732-8683. If the shareholder is a corporation, the signing capacity of the signatory officer on said form of proxy must be duly authorized in writing.

REVOCATION OF PROXIES

A shareholder who gives a proxy may at any time revoke the proxy, by written instrument signed by the shareholder or his or her agent duly authorized in writing or, if the shareholder is a corporation, by an officer duly authorized in writing, and deposited at the head office of the Company or with Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, no later than June 09, 2021 (5 p.m. Eastern Time).

ADVICE TO BENEFICIAL SHAREHOLDERS

Only registered shareholders or the persons they appoint as their proxy holders are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a “ non-registered holder ”) are registered either:

(a) in the name of an intermediary (an “ Intermediary ”) that the non-registered holder deals with in respect of the Common Shares such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans; or

(b) in the name of a clearing agency (such as The Canadian Depository of Securities Limited (“ CDS ”)) of which the Intermediary is a participant.

In accordance with the requirement of National Instrument 54-101 Communication With Beneficial Owners , the Corporation is distributing copies of the notice of the Meeting and this Information Circular together with a Form of Proxy (collectively, the “ Meeting Materials ”) to the clearing agencies and Intermediaries for onward distribution to non-registered holders of Common Shares.

Intermediaries are required to forward the Meeting Materials to non-registered holders unless a non-registered holder has waived the right to receive them. Very often Intermediaries will use service companies to forward the

• 2 -

Meeting Materials to non-registered holders. Generally, a non-registered holder who has not waived the right to receive Meeting Materials will receive one of two forms of proxy:

1. The non-registered holder may be given a Form of Proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the non-registered holder but which is not otherwise completed. Because the Intermediary has already signed the Form of Proxy, this Form of Proxy is not required to be signed by the non-registered holder when submitting the proxy. In this case, the non-registered holder who wishes to vote by proxy should simply complete the balance of the Form of Proxy and deliver it as specified above under “Appointment of Proxy holder”.

2. More typically, the non-registered holder may be given a Form of Proxy which is not signed by the Intermediary and which, when properly completed and signed by the non-registered holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “Voting Instruction Form”) which the Intermediary must follow. Often, the non-registered holder will also be given a page of instruction, which contains a removable label containing a bar code and other information. In order for the Form of Proxy to validly constitute a Voting Instruction Form, the non-registered holder must remove the label from the instructions and affix it to the Voting Instruction Form, properly complete and sign the Voting Instruction Form and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit non-registered holders to direct the voting of the Common Shares they beneficially own. Should a non-registered holder who receives either Form of Proxy wish to vote at the Meeting in person, the non-registered holder should strike out the persons named in the Form of Proxy and insert the non-registered holder’s name in the blank space provided. NON-REGISTERED HOLDERS SHOULD CAREFULLY FOLLOW THE INSTRUCTIONS OF THEIR INTERMEDIARY INCLUDING THOSE REGARDING WHEN AND WHERE THE FORM OF PROXY OR VOTING INSTRUCTION FORM IS TO BE DELIVERED.

VOTING OF SHARES REPRESENTED BY PROXIES

The voting rights conferred by the Class A Shares (the “ Shares ”) and for which proxy is given by the duly-signed form in favour of the persons designated therein shall be exercised in the manner indicated whenever a ballot is taken at the Meeting. When a ballot is taken with respect to the election of directors and the appointment of auditors, the Shares represented by proxy will be voted or withheld from voting in accordance with the instructions of the shareholder and, if a shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

The directors soliciting the proxy undertake to carry out the instructions given by a shareholder in the proxy form. If no instruction is given, the votes will be cast in favour of the adoption of the resolutions set forth in the Notice. The accompanying form of proxy confers discretionary power with respect to amendments to the matters identified in the Notice and any other matters that may properly come before the Meeting, except for the election of a director who is not named as a nominee in the circular . To date, directors of the Company have no knowledge of any amendment to the questions discussed in the Notice or any other question that could be brought before the Meeting.

RECORD DATE

The Company has set May 7, 2021, as the record date for the Meeting. Only shareholders of record as at that date are entitled to receive the Notice as well as all other material pertaining to it.

• 3 -

PERSONS WITH INTERESTS IN CERTAIN MATTERS ON THE AGENDA

At the date hereof, to the knowledge of the management of the Company and with the exception of the information disclosed elsewhere in this circular, no person has any interest by way of beneficial ownership of securities or otherwise in any matter on the agenda.

POINTS ON THE MEETING AGENDA

1. PRESENTATION OF FINANCIAL STATEMENTS

Management’s Discussion and Analysis and the audited financial statements for the year ended December 31, 2020, together with the auditors’ report thereon, will be presented before the Meeting. The audited financial statements are included in the Company’s 2020 annual report .

2. ELECTION OF DIRECTORS

Background

The business of the Company is managed by a board of directors consisting of a minimum number of one (1) director, up to a maximum number of nine (9) directors. Currently the business of the Company is managed by a board of seven (7) directors.

For the meeting, shareholders are invited to elect five (5) board members for a one-year mandate. They are Mario Bouchard, Denis Bois, Réjean Gourde, Michael Gentile, and Denis Lachance.

Unless his or her resignation or office becomes vacant upon his or her death or for any other reason, in accordance with the Company’s by-laws, each director elected at a meeting holds his or her office until a successor is elected or appointed.

The management of the Company does not contemplate that any of the nominees will be unable or no longer willing for any reason to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee at their discretion.

Nominees for Directors

The following table states the name of each person proposed to be nominated for election as director, and other relevant information.

==> picture [443 x 115] intentionally omitted <==

----- Start of picture text -----

Principal Occupation and Position Class A Shares held as at
Name within the Company Director since: April 1, 2021
Denis Lachance [(1)][(2)] Chairman of the Board and Director 2013 3,888,272
Mario Bouchard Technical Advisor and Director 2012 7,243,169
Michael Gentile [(2)] Strategic Advisor and Director 2021 11,298,800
Réjean Gourde [(2)] Director 2016 500,000
Denis Bois [ (3) ] Director 2018 50,000
----- End of picture text -----

Notes:

(1) Members of the Audit Committee

(2) Members of the Governance, Ethics and Remuneration Committee

(3) Members of Health, Safety, Environment and Community Commitee

• 4 -

The information as to shares beneficially owned, directly, or indirectly, or over which the persons named exercise control or direction does not come from the Company but has been provided by the respective nominees and is dated April 1, 2021.

Mario Bouchard, Denis Bois, Réjean Gourde, and Denis Lachance were elected directors of the Company at the annual meeting of shareholders held on June 12, 2020 for which a management proxy circular was sent. Michael Gentile was appointed to the Board of directors on February 16, 2021.

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed below, in the last ten (10) years, none of the nominees (Excluding Réjean Gourde) for the position of director

• (a) is, or has been, a director, chief executive officer of a company, including this one, which was the subject of a cease trade order or similar order, or an order that denied the relevant company access to any exemptions under securities legislation, or of a company that was the subject of such an order after the director or officer ceased to be an officer or director, and which resulted from an event that occurred while that person was acting in that capacity;

• (b) has become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the nominee’s assets; or

• (c) is, or has been, a director or executive officer of any company that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

Réjean Gourde , was a director of Malaga Inc. from June 17, 2010 to June 5, 2013. Malaga filed a notice of intention to make a proposal under Part111 of the Bankkruptcy and Insolvency Act (Canada) with the Québec Superior Court on June 6, 2013. The proposal was accepted by the creditor on a meeting held December 13th, 2013 and approved by the Québec Superior Court on January 7, 2014.

Penalties or Sanctions

To the knowledge of the Corporation’s management, no proposed director of the Corporation has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor in deciding whether to vote for a proposed director.

In the absence of a contrary instruction, the persons named in the enclosed Form of Proxy intend to vote in the election of directors for the nominees whose names are set out above .

Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the enclosed Form of Proxy reserve the right to vote for another nominee at their discretion.

• 5 -

Biographical Notes

Mario Bouchard, is a technical advisor to the corporation . Mr. Bouchard was an investment advisor and director of the Rouyn-Noranda branch for the full-service brokerage firm Lévesque Beaubien, a firm acquired by the National Bank of Canada. He is President of Admirio Industriel, a holding company. He has been a member of the Board of Directors since November 2012. He was President and CEO of Radisson Mining Resources from January 2013 to February 2021.

Denis Lachance, Director. Mr. Lachance has extensive experience in developing, readying for production and mining deposits of base and precious metals. Over the past few years, Mr. Lachance has held several management positions in major mining projects, allowing him to apply his expertise both in Canada and abroad. He served as President of Koniambo Nickel SAS, a multibillion-dollar joint venture between Xstrata Nickel and the Société Minière du Sud Pacifique, which is developing one of the world’s largest nickel deposits in French overseas territory New Caledonia. He also served as Vice President of operations at Falconbridge Ltd. (Raglan), and occupied various executive positions at Noranda Inc., TVX Gold Inc. (Casa Berardi) and Agnico Eagle Mines Limited (Joutel Division and Goldex project).

Réjean Gourde Eng., Director. Mr. Gourde is a mining engineer graduated from Ecole Polytechnique of Montréal combining 40 years of experience in the mining industry. In 1987, after 12 years of work with Falconbridge and Ressources Aiguebelle, Mr. Gourde joined the company Cambior today known as IamGold. He notably served as Senior VP of Guiana Shield division of Cambior in South America. Since 2007, he is an independent consultant for corporations with operations in North and South America and Africa. Since February 2017, Mr. Gourde is President & CEO of Reunion Gold Corporation.

Denis Bois, Director. Mr. Bois brings with him near 40 years of experience in the mining sector. Following his graduation in geological engineering from Laval University he worked in the mining industry on the Quebec north shore before moving to Abitibi. He started teaching at College of Abitibi-Témiscamingue (“AT”) and in 1989, was nominated as director of the URSTM (a University unit specialized in research and services for the mining industry). As a team leader he was instrumental in the creation of several research and applied sciences development in mining exploration (geophysics and 3 D modeling), in mining (paste fill), in mineral processing (sulphide minerals removal in ore and waste) and finally in environment (waste management). Mr. Bois led the creation of CDAT (a technology support provider for small mining operations) and also to the establishment of a joint research institute between two universities (UQAT and the Montréal Polytechnique) which is focusing on mining and environment.

Michael Gentile, Director. From 2003 to 2018 he worked as a professional money manager at Formula Growth Ltd., an independent investment management firm established in Montreal in 1960 with a long-term track record of creating investor wealth. While at Formula Growth, Mr. Gentile’s main sector focuses were in mining and natural resources. In 2012, he became the co- manager of the Formula Growth Alpha Fund, a market neutral hedge fund focused on small to mid-cap equities. Throughout his career at Formula Growth, Michael was an early-stage investor in very successful mining and natural resource investments returning multiples of their original investments for their investors. In October 2018, Mr. Gentile retired from full time money management to be able to spend more time with his family. Subsequently, he has remained a very active investor in the mining space owning significant top 5 stakes in over 15 small cap-mining companies. Michael is currently a strategic advisor to Arizona Metals (AMC-V) and a director of Roscan Gold (ROS-V), Northern Superior Resources (SUP-V) and Solstice Gold (SGCV).

Unless instructions are given to abstain from voting with respect to the election of directors, the persons named in the enclosed form of proxy intend to vote in favour of the election of Mario Bouchard, Denis Bois, Réjean Gourde, Michael Gentile and Denis Lachance.

EXECUTIVE COMPENSATION

Definitions

The following terms are defined in National Instrument 51-102F6 Statement of Executive Compensation (“ NI 51102F6 ”):

• 6 -

“Share-based Award”: an award under an equity incentive plan of equity-based instruments that do not have optionlike features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock;

“Option-based Award”: an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

“Named Executive Officer” (“NEO”)

(a) President (b) Chief Executive Officer (“CEO”); (c) Chief Financial Officer (“CFO”);

For the last fiscal year, as defined above, the Company has (2) Named Executive Officers: Mario Bouchard (President and Chief Executive Officer from January 1 to June 16, 2020), and Rahul Paul (Chief Financial Officer from January 01 to June 16, 2020 and President from June 17 to December 31, 2020). Denis Lachance, Chairman of the Board and Director was interim Chief Financial Officer from June 17 to December 31, 2020. He did not receive compensation for these responsibilities.

Compensation Discussion and Analysis

The Board of directors of the Corporation (the “Board”) established a remuneration, ethics and governance committee. The committee is formed by Réjean Gourde (President of the committee), Denis Lachance and Luc Simoneau, with purpose of guiding the Board of directors in its decision making process on remuneration of officers, the hiring of senior executives and management, stock options allowance, ethics and governance issues.

Ultimately, the Board assumes the responsibility for establishing the objectives of the Company's executive compensation program. The Company’s compensation policies are designed to enable the Company to achieve its vision of becoming a successful Canadian resource exploration and development company. Success in this endeavour depends to a great extent on the Company’s ability to attract, retain and motivate high performing employees and service providers at all levels of the organization. The Company regularly reviews its compensation policies with reference to this objective.

Generally, the Company places emphasis on annual cash compensation (i.e. salary) based on industry rates as well as stock purchase options. In order to ensure the alignment of executive officers, directors and employees with the Company’s long-term interests, the Company maintains a Stock Option Plan. The Board of Director periodically grants executive officers, directors, employees and other eligible participant’s stock options under such Stock Option Plan. In determining whether and how many new options will be granted, the Company does not use any formal objectives, criteria or analyses in reaching such determinations; but rather consideration is given to the contribution and responsibility of each candidate for the grant of options. The Board made those decisions following discussions and recommendations from the remuneration, ethics and governance committee. Non-independent directors are excluded from some of these discussions, to enable Board members to speak freely.

As a junior exploration company, qualitative measures of the Company’s performance are favoured over quantitative measures. The Company considers qualitative measures such as work effort, exploration activities and property acquisitions in evaluating performance and considers the compensation which comparable companies make available to their executive officers, directors, employees and other eligible participants.

Directors’ Fees

During the fiscal year ended December 31, 2020, aside from stock options granted to directors under the stock option plan, excluding the President & CEO directors received meeting attendance fees of $ 500 for each Board of Directors meeting attended by phone or in person.

Summary Compensation Table

The following table sets out the compensation paid to each NEO for each financial year of the Company that ended on or after December 31, 2020.

• 7 -

==> picture [446 x 166] intentionally omitted <==

----- Start of picture text -----

Non-equity incentive plan
compensation
All other
NEO Name and Share- Option- Annual Long-term compensation
Principal based based incentive incentive Pension Management Total
Position Year Salary awards awards plans plans value Fees compensation
($) ($) ($) ($) ($) ($)
Mario Bouchard, President and 2018 -- Nil 17,935 20,000 Nil Nil 95,000 132,935
CEO [(1)] 2019 -- Nil 20,150 52,400 Nil Nil 97,200 169,750
2020 -- Nil 27,250 52,650 Nil Nil 99,950 179,850
Rahul Paul, 2019 -- Nil 61,600 Nil Nil Nil 7,500 69,100
CFO [(2)] 2020 -- Nil 42,600 Nil Nil Nil 150,000 192,600
Denis Lachance 2019 -- Nil Nil Nil Nil Nil Nil Nil
CFO Interim [(3)] 2020 -- Nil Nil Nil Nil Nil Nil Nil
----- End of picture text -----

Notes:

(1) Mario Bouchard is President and Chief Executive Officer from January 1 to June 16, 2020. He is Chief Executive Officer from June 17 to December 31, 2020.

(2) Rahul Paul is Chief Financial Officer from January 1 to June 16, 2020 (compensation $60,000) and President from June 17 to December 31, 2020 (compensation $90 000).

(3) Denis Lachance Chairman of the Board of Directors is Interim Chief Financial Officer, from September 2018 until the position was filled in November 2019 by Rahul Paul. He was appointed Interim Chief Financial Officer again from June 17 to December 31, 2020 when Rahul Paul was appointed President. He did not receive any compensation for these responsibilities.

The present Share-based compensation is a theoretical value given on the date of the grant of the options calculated according to the Black & Sholes option pricing model. This value was calculated at $0.109 for the options granted to Mario Bouchard on June 12, 2020 (250,000), at $0.071 for the options granted on August 30, 2020 (200,000) and on December 12, 2020 (400,000) to Rahul Paul.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out the share-based awards and option-based awards outstanding for each NEO as at December 31, 2020.

==> picture [461 x 203] intentionally omitted <==

----- Start of picture text -----

Option-based Awards Share-based Awards
Market or
Name unexercised options underlying Number of securities [(1)(2) ] Option exercise price [(3)] expiration date Option in-the-money unexercised options Value of [(4)] shares that Number of shares or have not units of vested of share-based payout value awards that Market or have not vested payout value of not paid out or based awards vested share-distributed Dec./31/20
($) ($) ($) (#) ($) ($)
Mario 75,000 0.14 03/22/2022 15,000 N/A N/A N/A
Bouchard,
President and 75,000 0.165 06/02/2022 13,125 N/A N/A N/A
Chief 150,000 0.125 07/06/2023 32,250 N/A N/A N/A
Executive 200,000 0.10 08/03/2024 47,000 N/A N/A N/A
Officer
175,000 0.135 06/13/2024 35,875 N/A N/A N/A
250,000 0.255 06/13/2025 21,250 N/A N/A N/A
Rahul Paul 700,000 0.20 11/01/2024 98,000 N/A N/A N/A
CFO
125,926 0.27 30/08/2025 8,815 N/A N/A N/A
400,000 0.27 12/12/2020 28,000 N/A N/A N/A
Denis Lachance CFO interim. -- -- -- -- -- -- --
----- End of picture text -----

Notes:

(1) The Company has not granted any stock appreciation rights (“SARs”) to anyone.

(2) The securities underlying the options are Class A Shares of the Company.

(3) The Company has not amended the option exercise price of any options.

(4) The closing price on December 31, 2020, for the Company’s Class A shares was $0.34.

(5) Denis Lachance received no compensation for his Interim CFO position.

• 8 -

Incentive Plan Awards – Value Vested or Earned During the Year

Name	Option-based awards –Value vested during the year ($)	Share awards – Value during the year on vesting ($)	Non-equity incentive plan compensation – Pay-out during the year ($)
Mario Bouchard, President and Chief Executive Officer	Nil	N/A	N/A

Pension Plan Benefits and Deferred Compensation Plans

The Company does not maintain any defined benefit plan or any defined contribution plan or any deferred compensation plan.

Benefits upon departure or changes in senior management

There is an agreement at the present time between the two parties regarding “severance pay” for the CEO of the company (as at December 31, 2020). In the event of dismissal, the following conditions apply:

• Compensation of 6 months of annual salary

• In the event of a takeover of Radisson Mining Resources inc., during the 18 months following the appointment of six months of annual salary will be granted to him whether he is employed by the company or not. On the other hand, if after the takeover he retains the job, no bonus will be granted to him by the RDS Board of Directors.

DIRECTOR COMPENSATION

Director Compensation Table

The following table sets out information regarding the compensation paid to the Company’s directors, other than NEOs, during the fiscal year ended December 31, 2020.

The share-based compensation presented is a theoretical value on the date of the grant of stock option calculated using the Black-Scholes Model for pricing options. On December 31, 2020 stock option were given a theorical value of $0.109 for stock options granted on June 13, 2020.

==> picture [440 x 122] intentionally omitted <==

----- Start of picture text -----

Share- Non-equity
based Option-based incentive plan Value of the All other
Name Fees earned awards awards [(1)] compensation pension plan Compensation Total
($) ($) ($) ($) ($) ($) ($)
Luc Simoneau [(1)(3) ] 17,492 Nil 35,425 Nil Nil Nil 52,917
Denis Lachance [(3) ] 2,500 Nil 54,500 Nil Nil Nil 57,000
Jean Dion [(2)(3) ] 34,540 Nil 24,525 Nil Nil Nil 59,065
Réjean Gourde [(3) ] 2,500 Nil 29,975 Nil Nil Nil 32,475
Tony Brisson [(3)] 2,500 Nil 24,525 Nil Nil Nil 27,025
Denis Bois [(3) ] 2,500 Nil 24,525 Nil Nil Nil 27,025
----- End of picture text -----

Notes:

(1) Mr. Simoneau was compensated for IT services rendered via his company Micro M-L ($14,992).

(2) Mr. Dion received rent compensation for Radisson’s head office located at 700 Dallaire Ave, Rouyn-Noranda, Qc ($32,040).

(3) Excluding the President & CEO, Directors received meeting attendance fees of $500 for each Board of Directors meeting attended by phone or in person.

• 9 -

The following table sets out all option-based and share-based awards outstanding for each director, who was not an NEO, at December 31, 2020:

==> picture [495 x 422] intentionally omitted <==

----- Start of picture text -----

Option-based Awards Share-based Awards
Market or
payout value
Number of Market or
of vested
Number of Value of shares or payout value share-based
securities unexercised units of of share-
awards not
underlying Option in-the- shares that based awards
paid out or
unexercised Exercise money have not that have not distributed
options [(1)(2)] Price [(3)] Option options [(4)] vested vested
Name (#) ($) expiration date ($) (#) ($) ($)
Luc Simoneau 95,000 0.140 03/06/2021 19 000 s.o s.o s.o
125,000 0.165 02/06/2022 21 875 s.o s.o s.o
200,000 0.125 07/06/2023 43 000 s.o s.o s.o
300,000 0.135 13/06/2024 61 500 s.o s.o s.o
325,000 0.255 13/06/2025 27 625 s.o s.o s.o
Denis Lachance 145,000 0.165 02/06/2022 25 375 s.o s.o s.o
250,000 0.125 07/06/2023 53 750 s.o s.o s.o
400,000 0.135 13/06/2024 82 000 s.o s.o s.o
500,000 0.255 13/06/2025 42 500 s.o s.o s.o
Jean Dion 100,000 0.140 03/06/2021 20 000 s.o s.o s.o
125,000 0.165 02/06/2022 21 875 s.o s.o s.o
175,000 0.125 07/06/2023 37 625 s.o s.o s.o
225,000 0.135 13/06/2024 46 125 s.o s.o s.o
225,000 0.255 13/06/2025 19 125 s.o s.o s.o
Réjean Gourde 100,000 0.140 04/04/2021 20 000 s.o s.o s.o
100,000 0.140 03/06/2021 20 000 s.o s.o s.o
125,000 0.165 02/06/2022 21 875 s.o s.o s.o
200,000 0.125 07/06/2023 23 000 s.o s.o s.o
250,000 0.135 13/06/2024 51 520 s.o s.o s.o
275,000 0.255 13/06/2025 23 375 s.o s.o s.o
Tony Brisson 150,000 0.125 07/06/2023 32 250 s.o s.o s.o
225,000 0.135 13/06/2024 46 125 s.o s.o s.o
225,000 0,255 13/06/2025 19 125 s.o s.o s.o
Denis Bois 100,000 0.125 07/06/2023 21 500 s.o s.o s.o
250,000 0.135 13/06/2024 51 250 s.o s.o s.o
225,000 0.255 13/06/2025 19 125 s.o s.o s.o
----- End of picture text -----

Notes:

(1) The Company has not granted any stock appreciation rights (“SARs”) to anyone.

(2) The securities underlying the options are Class A Shares of the Company.

(3) The Company has not amended the option exercise price of any options.

(4) The closing price on December 31, 2020, for the Company’s Class A shares was $0.34.

Incentive Plan Awards – Value Vested or Earned During the Year

During the fiscal year ended December 31, 2020, stock options were granted to directors.

Stock options exercised during the last fiscal year

During the fiscal year ended December 31, 2020, one executive (non director) and two directors exercised stock options.

• 10 -

LIABILITY INSURANCE

The Company has taken out a liability insurance policy covering its directors and executive officers. The premium attributable to the Company amounts to $12,000. The total amount of insurance taken out is $2,000,000 and comprehensively covers the directors and executive officers for the period extending from July 6, 2020, to July 6, 2021. An aggregate deductible of $25,000 applies per claim.

EQUITY COMPENSATION PLAN INFORMATION

Summary

The following table provides details concerning the compensation plans under which Shares of the Company can be issued on December 31, 2020.

==> picture [430 x 162] intentionally omitted <==

----- Start of picture text -----

Number of securities
Number of securities to be Weighted-average exercise remaining available for future
issued upon exercise of price of outstanding issuance under equity
outstanding options, options, warrants and compensation plan (excluding
warrants and rights rights securities reflected in column
Plan Category (a) (b) (a) (c)
Stock option plan
Equity compensation plans 10,940,926 $0.173 7,059,074
approved by shareholders
Stock option plan
Equity compensation plans
Nil Nil Nil
not approved by
shareholders
Total 10,940,926 $0.173 7,059,074
----- End of picture text -----

Terms and Conditions of the Stock Option Plan

On April 1, 2020, the Company amended its stock option plan to increase the maximum number of shares that can be reserved under the plan in accordance with the policies of the TSX Venture Exchange. Under the plan, the Company's Board of Directors may, from time to time and at its discretion, grant the Company’s directors, executive officers, employees and service providers the option to acquire Class A Shares of the Company provided that the number of options granted does not exceed 18,000,000 Class A Shares. This plan amendment has been approved by the TSX Venture Exchange.

Under the plan, the maximum number of shares that can be reserved for a beneficiary during a twelve (12) month period is limited to 5% of the Company's issued and outstanding shares at the date of grant. For options granted to a consultant, the total number of options granted may not exceed, during a twelve (12) month period, 2% of the Company's issued and outstanding Class A Shares at the date of grant. For persons providing investor relations services, the total number of options granted may not exceed, collectively, during a twelve (12) month period, 2% of the Company’s issued and outstanding Class A Shares at the date of grant.

The plan also provides that grant condition and the exercise price of option shall be determined by the directors. However, the exercise price may not be less than the market closing price of the Company's Class A shares on the day prior to the grant. If there have been no transactions of the Company's shares, the exercise price will be determined on the basis of the average bid and asked prices. The options may not be exercised more than five (5) years after the date of grant and the price must be paid in full. The options granted under the plan are nontransferable.

Finally, the options granted to beneficiaries expire ninety (90) days following the date on which the beneficiary ceases to be a director, executive officer, employee or consultant of the Company, subject to the maturity date of the options. However, for a person providing investor relations services, this deadline is thirty (30) days. Upon the death of the beneficiary, the heirs or estate administrators may exercise the options during a period of twelve (12) months following the date of the beneficiary's death, subject to the maturity date of the options.

• 11 -

LOANS TO DIRECTORS AND OFFICERS

At the date hereof, no director, director-nominee or officer or anyone associated with them owed any amount to the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as set out below, no “Informed Person” of the Company, nor any proposed director of the Company, nor any associate or affiliate of any Informed Person or proposed director had any material interest in any transaction involving the Company since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company. The term Informed Person is defined in NI 51-102 as:

• (a) a director or executive officer of a reporting issuer;

• (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of a reporting issuer;

• (c) any person or company who beneficially owns, directly or indirectly, voting securities of a reporting issuer or who exercises control or direction over voting securities of a reporting issuer or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and

• (d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

3. APPOINTMENT OF AUDITORS

The direction of the Company proposes that RAYMOND CHABOT GRANT THORNTON S.E.N.C.R.L., CPA auditor, be appointed as Independent auditor for the Company until the next annual shareholder meeting and that related remuneration therein may be fixed by the Board of directors.

The persons named in the form of proxy attached will vote in favour of RAYMOND CHABOT GRANT THORNTON S.E.N.C.R.L., CPA auditor, nomination as independent auditor of the Company at the annual shareholders meeting, and will authorize the directors to fix their remuneration, unless the shareholder signing the procuration indicates is willingness to refrain from voting in relation to the appointment of auditors.

AUDIT COMMITTEE

Audit Committee Charter and Composition

The Audit Committee’s charter is attached to this circular as Schedule A. The members of the Company’s Audit Committee are Luc Simoneau, Jean Dion and Denis Lachance.

Luc Simoneau, Jean Dion and Denis Lachance are independent and financially literate directors. Jean Dion is Chair of the Audit Committee since June 2020.

Relevant Education and Experience

The education and experience of each member of the Audit Committee relevant to exercising their responsibilities as members of the Audit Committee are as follows:

Luc Simoneau is president of Micro ML Inc., a computer service firm in St-Hyacinthe, Quebec. He is a wellestablished businessman and is familiar with the financial aspects of an enterprise. He has been involved in the Audit Committee since he became a director of the Company in 1991 and therefore has substantial experience in this area.

Jean Dion is an entrepreneur in Rouyn-Noranda. In business since 1980, in the early 90s, he founded the Dion group, which became one of the biggest players in Rouyn-Noranda’s commercial and industrial sectors. The Dion

• 12 -

group, which now has about 350 employees, includes a dozen Abitibi-Témiscamingue companies involved in mining, construction equipment, equipment rental, real estate, the automotive sector and recreational products. He is therefore very familiar with all facets of business management.

Mr. Lachance, has extensive experience in developing, readying for production and mining deposits of base and precious metals. Over the past few years, Mr. Lachance has held several management positions in major mining projects, allowing him to apply his expertise both in Canada and abroad. He served as President of Koniambo Nickel SAS, a multibillion-dollar joint venture between Xstrata Nickel and the Société Minière du Sud Pacifique, which is developing one of the world’s largest nickel deposits in French overseas territory New Caledonia. He also served as Vice President of operations at Falconbridge Ltd. (Raglan), and occupied various executive positions at Noranda Inc., TVX Gold Inc. (Casa Berardi) and Agnico Eagle Mines Limited (Joutel Division and Goldex project).

Audit Committee Oversight

At no time since the beginning of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Company’s Board of Directors.

Pre-approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee’s charter attached hereto as Schedule A.

Fees for the Services of the External Auditor

The aggregate fees billed by the Company’s external auditors in each of the last two (2) financial years for audit fees are as follows:

Financial year ended	Audit fees	Audit-related fees	Tax fees	Other fees
December 31, 2019	$29,000	$0	$0	$0
December 31, 2020	$29,000	$0	$0	$0

Exemption for Venture Issuers

As a venture issuer, the Company is relying on the exemption provided by Part 6.1 of Multilateral Instrument 52-110 exempting it from certain requirements relating to the composition of the Audit Committee and reporting obligations.

CORPORATE GOVERNANCE PRACTICES

The information on the corporate practices of the Company is required pursuant to Policy 3.1 of the TSX Venture Exchange and Regulation 58-101 on information concerning corporate governance.

Board of directors

Independent Directors as of April 1, 2021.

The Company’s independent directors are Luc Simoneau, Denis Lachance, Jean Dion and Réjean Gourde, Denis Bois, Michael Gentile and Mario Bouchard

• 13 -

Directorships

The following director is a director of another reporting issuer in Canada:

Name of director	Issuer
Réjean Gourde	Reunion Gold Corporation Dynacor Gold Mines Inc.
Michael Gentile	Northern Superior Resources Roscan Gold Solstice Gold

Orientation and Continuing Education

The directors are kept informed and receive copies of all of the required information and updates at meetings of the Board of Directors and the Audit Committee. Due to the small number of directors and the emerging nature of the Company, there is no formal continuing education program.

Governance Policy (business ethics)

The Board of Directors has adopted a formal Governance Policy, which can be viewed on SEDAR or the Company’s website.

Diversity within the board of directors and its management team

The company believes that it is required to adapt to the world surrounding it and that diversity is a key element contributing to efficiency and openness for the people contributing to the long-term objectives of the company. With success, by the past, the company has experienced diversity within its Board of directors and management. A great portion of its workforce is culturally diversified and without gender discrimination. The company believes that diversity contributes to the exchange and efficiency of its workforce. The company intends in the near future to establish guidelines for this approach.

Nomination of Directors

The candidacy of a current member of the Board of Directors of the Company is reviewed before proposing the same director as a candidate for nomination at the annual meeting of shareholders by evaluating the director’s involvement in protecting the Company’s interests during the preceding year as well as the director’s experience and expertise in various fields such as geology, management and accounting.

New candidates are selected on the basis of recommendations from the industry

In addition, the board of directors has adopted a guide for the selection of members to the board of directors of Radisson Mining Resources.

Remuneration

During the financial year ended December 31, 2020, the directors received compensation in the form of attendance fees in cash (an amount of $500 per attendance of the director, whether in person or by telephone during a board meeting),

Committees of the Board of Directors

In addition to the Audit committee a Remuneration, Ethics, Governance committee and a Health, Safety, Environment and Community committee are in place within the Board of Directors.

• 14 -

Assessment

The Board does not have a formal evaluation process in place. However, the Board is satisfied with the individual contribution of each director and believes the overall composition of the Board is adequate to address the requirements of a small mining exploration company.

4. RATIFY AND CONFIRM THE SHAREHOLDER PROTECTION RIGHTS PLAN (THE “RIGHTSPLAN”) THAT CAME INTO FORCE ON FEBRUARY 2, 2009

Background

On February 2, 2009 (the “Effective Date”), the Board of Directors of the Company approved and adopted a Shareholder Protection Rights Plan (the “Rights Plan”) as provided for in the agreement between the Company and Computershare Investor Services Inc. (the Rights Agreement). The TSX Venture Exchange accepted, on certain conditions, the notice of registration of the Rights Agreement, the latter being subject to shareholder approval at a meeting to be held within six months of the adoption of the Rights Plan. The Rights Plan was properly ratified at the annual meeting of June 26, 2009.

Every three years (3) the plan must be reapproved by the shareholders of the Company at a general meeting.

The resolution proposed to the shareholders for the ratification of the Rights Agreement is attached to this Information Circular (Appendix A).

The Rights Agreement has been filed on SEDAR under the Company’s profile at www.sedar.com. Upon request the Company will promptly provide a copy of the Rights Agreement free of charge to a securityholder of the Company.

Directors’ Recommendation

For the reasons set out below, the Board has determined that the Rights Plan is in the best interests of the Company and its shareholders and unanimously recommends that shareholders vote in favour of ratifying and confirming the Rights Agreement.

Objectives of the Rights Plan

The Rights Plan is designed to protect the interests of shareholders and encourage the fair treatment of shareholders in connection with any take-over bid for the Company. The Rights Plan will provide the Board and the shareholders with more time to fully consider any unsolicited take-over bid for the Company without undue pressure, will allow the Board to pursue, if appropriate, other alternatives considered by the Board to be in the best interest of the Company, and will allow additional time for competing bids to emerge. Securities legislation in Canada requires a take-over bid to remain open for only 35 days. The Board does not believe that this period is sufficient to permit the Board to determine whether there may be alternatives available or whether other bidders may be prepared to pay more for the Company’s shares than the bidder under the take-over bid (the “Offeror”). Under the Rights Plan, a bidder making a Permitted Bid (as defined below under “Terms of the Rights Plan”) for the Common Shares of the Company may not take up any Common Shares before the close of business on the 60th day after the date of the bid and unless at least 50% of the Common Shares not Beneficially Owned by the Offeror and certain related parties are deposited, in which case the bid must be extended for 10 business days on the same terms. The Rights Plan is intended to encourage an Offeror to proceed by way of a Permitted Bid, or to approach the Board with a view to negotiation by creating the potential for substantial dilution of the Offeror’s position. The Permitted Bid provisions of the Rights Plan are designed to ensure that, in any take-over bid, all shareholders are treated equally, receive the maximum available value for their investment and are given adequate time to properly assess the bid on a fully informed basis.

In recent years, unsolicited bids have been made for the shares of a number of Canadian public companies. Many of these companies had a shareholder protection rights plan which was used by the target’s board of directors to gain time to seek alternatives to the bid. In many cases, a change of control ultimately occurred at a price in excess of the original bid price and with enhanced transactional terms. Accordingly, the existence of a shareholder protection rights plan should not prevent unsolicited take-over bids for the Common Shares.

• 15 -

Canadian securities regulators have concluded in recent decisions relating to shareholders protection rights plans that a target company’s board will not be permitted to utilize a shareholder protection rights plan solely to prevent a successful bid, but may do so if the board is actively seeking alternatives in the best interest of the Company to a take-over bid, and if there is a real and substantial possibility that such board can increase shareholder choice and maximize shareholder value. There is now precedent for Canadian regulators to permit a shareholder protection rights plan to remain in effect for an extended period of time, even in the absence of viable alternative transactions.

The Rights Plan was not adopted in response to, or in anticipation of, any acquisition or take-over bid, and is not intended to prevent takeover bids for the Company, to secure continuance of current management or the directors in office or to deter fair offers for the Company’s shares. The Rights Plan does not inhibit any shareholder from utilizing the proxy mechanism under applicable corporate and securities legislation to promote a change in the management or direction of the Company. The Rights Plan may, however, increase the price to be paid by a potential Offeror to obtain control of the Company and may discourage certain transactions that the Board considers are not in the best interest of the Company.

The Rights Plan does not affect in any way the financial condition of the Company. The initial issuance of the rights pursuant to the Rights Plan is not dilutive and will not affect reported earnings per share or cash flow per share until the rights separate from the underlying common shares and become exercisable. The Rights Plan will not lessen or affect the Board’s duty to act honestly and in good faith in the best interest of the Company.

Terms of the Rights Plan

This summary of the terms of the Rights Plan comes entirely from the Rights Agreement. Terms used in this summary have the meanings ascribed thereto in the Rights Agreement. The full text of the Rights Agreement is available under the Company’s profile on the SEDAR website at www.sedar.com.

The Board has authorized the issuance of one Right in respect of each Common Share outstanding at 5:00 p.m. (Toronto time) on the Effective Date (the Record Time). The Board has also authorized the issuance of one Right for each additional Common Share issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time. Each Right will entitle its holder to purchase one Common Share of the Company at a price equal to half the market price of Common Shares, subject to certain antidilutive adjustments. However, Rights can only be purchased after the Separation Time. Upon the occurrence of a Flip-in Event, each Right held by a non-Acquiring Person will become exercisable and may be traded separately from the Common Shares.

The issuance of Rights will not change the manner in which shareholders currently trade their common shares. Shareholders do not have to return their share certificate(s) in order to have the benefit of the Rights.

Until the Separation Time, the Rights will trade together with and as an integral part of the Common Shares, will be represented by Common Share certificates, and will not be exercisable. After the Separation Time, the Rights will become exercisable, will be evidenced by Rights certificates, and will be transferable separately from the Common Shares.

The Separation Time is defined in the Rights Agreement as the close of business on the eighth Trading Day (or such later day as may be determined by the Board) after the earlier of:

• (a) the Stock Acquisition Date, which is the date of the first public announcement indicating that a Person has become an Acquiring Person (defined in the Rights Agreement as a Person who has acquired, other than pursuant to an exemption available under the Rights Plan or pursuant to a Permitted Bid, Beneficial Ownership of 20% or more of the Voting Shares of the Company); and

• (b) the date of the commencement of, or first public announcement of an intention to commence, a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid) to acquire Beneficial Ownership of 20% or more of the Voting Shares of the Company.

A Permitted Bid is defined in the Rights Agreement as a Take-over Bid made by Take-over Bid circular and which also complies with the following requirements:

• (a) the bid is made to all holders of Voting Shares wherever resident; and

• 16 -

• (b) the Take-over Bid must be open for at least 60 days and more than 50% of the Voting Shares (other than shares Beneficially Owned by the Offeror and certain related parties) must be deposited under the bid and not withdrawn before any shares may be taken up and paid for. If 50% of such Voting Shares are so deposited and not withdrawn, an announcement of such fact must be made and the bid must remain open for a further 10 Business Days.

If an Offeror successfully completes a Permitted Bid, the Rights Plan provides that the Rights will be redeemed at $0.001 per Right.

A Permitted Bid, even if not approved by the Board, may be made directly to the shareholders of the Company. Shareholder approval will not be required for a Permitted Bid. Instead shareholders of the Company will initially have 60 days to deposit their shares. If more than 50% of the Voting Shares (other than shares Beneficially Owned by the Offeror) have been deposited and not withdrawn by the end of such 60-day period, the Permitted Bid must be extended for a further period of 10 Business Days to allow shareholders who had not previously tendered their shares under the bid to deposit their shares if they so choose.

If a potential Offeror does not wish to make a Permitted Bid, it can negotiate with, and obtain the prior approval of, the Board to make a bid pursuant to a Take-over Bid circular on terms which the Board considers fair to all shareholders. In such circumstances, the Board may waive the application of the Rights Plan to the transaction, thereby allowing such bid to proceed without dilution of the Offeror, and will be deemed to have waived the application of the Rights Plan to all other contemporaneous bids made by Take-over Bid circular. All other waivers require shareholder approval except in the case of inadvertent triggering of the application of the Rights Plan.

Under the Rights Agreement, a Flip-in Event is any transaction in which any Person becomes an Acquiring Person. Except as set out below, from and after the close of business on the eighth trading day following the Stock Acquisition Date:

• (c) any Rights Beneficially Owned by the Acquiring Person and Affiliates, Associates and Transferees of the Acquiring Person or any Person acting jointly or in concert with the Acquiring Person will become void; and

• (d) each Right (other than Rights which are void) will entitle the holder thereof to purchase one Common Share at a price equal to one half of the market price for the Common Shares at the time the Right is exercised.

Accordingly, a Flip-in Event that is not approved by the Board will result in significant dilution to an Acquiring Person. The Board may, with shareholder approval, at any time prior to the occurrence of a Flip-in Event, elect to redeem all of the outstanding Rights at a redemption price of $0.001 per Right.

The Company may, from time to time, supplement or amend the Rights Agreement to correct clerical or typographical errors. All other amendments require approval by a majority vote of the Independent Shareholders.

The Rights Plan must be reconfirmed by a majority vote of the Independent Shareholders every three years.

Canadian Federal Income Tax Consequences

The Company will not include any amount in income for the purposes of the Income Tax Act (Canada) as a result of the issue of the Rights. A right to acquire additional shares of the Company granted to a common shareholder does not constitute a taxable benefit to the recipient that must be included in income or that is subject to non-resident withholding tax if all holders of common shares are granted such right. A Right will be issued in respect of each common share outstanding at the Record Time. Therefore, while the matter is not free from doubt, holders of common shares should not have an income inclusion or liability for non-resident withholding tax upon the issuance of the Rights. In any event, the Company considers that the Rights have a negligible monetary value because the Company is not aware of any acquisition or take-over bid which would give rise to a Flip-in Event.

Although a holder of a Right may have income or may be subject to non-resident withholding tax if the Rights become exercisable, are exercised or redeemed, the Company considers the likelihood of such an event occurring to be remote.

• 17 -

Shareholders are encouraged to consult their own tax advisors if they have questions with respect to the tax consequences of obtaining, holding, exercising or redeeming the Rights.

Shareholder approval

In the absence of contrary instructions, the persons named in the enclosed Form of Proxy intend to vote for passage of the resolution ratifying and confirming the Rights Agreement as set out above. To be ratified and confirmed, the resolution must be approved by a majority of the votes cast by the Independent Shareholders at the Meeting in respect of this resolution.

SHAREHOLDER PROPOSALS

Any shareholder wishing to present a proposal at the 2021 Annual Meeting must send such proposal to the Company before January 31, 2021, so that it may be included in the proxy solicitation documents for that annual meeting.

ADDITIONAL INFORMATION

Financial information on the Company is provided in the comparative financial statements and Management’s Discussion and Analysis for the Company’s most recently completed financial year, ended December 31, 2020.

Shareholders may obtain additional information about the Company on the SEDAR website at www.sedar.com or by sending a request to the Company’s head office at the following address:

P.O. Box 307 Rouyn-Noranda, Québec J9X 5C3

APPROVAL OF CIRCULAR

The Board of Directors of the Company has approved the contents of this circular and the sending of this management information circular to shareholders.

Date: May 13, 2021.

==> picture [160 x 43] intentionally omitted <==

_____ ________ Donald Lacasse B.Sc.A, Denis Lachance Corporate Secretary Chairman of the Board of Directors

• 18 -

SCHEDULE A

RADISSON MINING RESOURCES INC.

AUDIT COMMITTEE CHARTER

Constitution, composition and quorum

The Board of Directors of the Company has appointed an Audit Committee comprised of a minimum number of three directors, all of whom should be financially literate in accordance with the applicable laws, by-Iaws and policies with respect to securities including Multilateral Instrument 52-110. The majority of the members of the Audit Committee must be independent directors. Each member of the Audit Committee must, amongst other things, be able to read and understand financial statements. The majority of the members must be Canadian residents. A majority of the members of the Committee constitute a quorum. The Audit Committee has the authority to appoint a Chair and a Vice-chair.

Powers and authority

In the performance of its mandate, the Committee has the right to examine the books, registers and accounts of the Company and its subsidiaries and to discuss such matters as well as any question concerning the financial situation of the Company or its subsidiaries with the officers and with the auditors of the Company and its subsidiaries.

The external auditor reports directly to the Audit Committee, and the Committee has the power to communicate directly with the external auditor. The external auditor is present at all of the meetings of the Committee where reports or financial statements that it has prepared or where public communications based upon these reports or financial statements are examined or approved by the Committee. The external auditor can also be invited to other meetings. The Chair of the Committee must convene a meeting of the Audit Committee if requested to do so by the external auditor. The Audit Committee meets privately with the external auditor, without management being present, at least once per year during the presentation of the annual financial statements and at any time upon request.

The Committee has the right to require any employee of the Company to discuss any question concerning the Company's financial reporting and may and shall investigate any complaint or concern raised with regard to accounting, internal accounting controls or the audit.

If the Audit Committee deems it appropriate, it can retain legal counsel or other independent counsel to assist it in fulfilling its duties and responsibilities, and it has the power and authority to approve and ensure the payment of their fees and disbursements.

Delegation

The Audit Committee cannot delegate to management any of the responsibilities that are part of its mandate. However, the Committee may delegate to one or more of its independent members the authority to pre-approve nonaudit services, provided that the pre-approval is presented to the Audit Committee at its first scheduled meeting following such a pre-approval and all of the conditions of Multilateral Instrument 52-110 on Audit Committees and of the pre-approved Audit Committee approval policies are met.

Reports

The Audit Committee must report to the directors on or about its work, activities and decisions at the meeting of the Board of Directors following the meeting of the Audit Committee, providing information on all topics discussed, decisions taken, means undertaken in order to study and examine the reports, statements and documents submitted, as well as the level of satisfaction of the members of the Committee therewith, unresolved issues, disagreements and decisions taken.

Compensation

The Board of Directors determines the compensation to be received by the members of the Audit Committee for their services.

Audit Committee mandate and duties

1. The Audit Committee must recommend to the Board of Directors:

2. (i) the external auditor to be appointed for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company; and

3. ii) the compensation of the external auditor.

4. The Audit Committee must be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.

5. The Audit Committee must pre-approve all non-audit services to be provided to the Company or its subsidiaries by the Company's external auditor.

6. The Audit Committee must review the Company's financial statements, Management’s Discussion and Analysis and annual and interim earnings press releases before the Company publicly discloses this information.

7. The Audit Committee must be satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the public disclosure referred to in subsection 4, and must periodically assess the adequacy of those procedures.

8. The Audit Committee must establish procedures for:

9. (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

10. ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matter. The Audit Committee must review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.

Rouyn-Noranda, October 3, 2006

RADISSON MINING RESOURES INC.

PO Box 307, Succursale Bureau-chef, Rouyn-Noranda (Québec), J9X 5C3

INSTRUCTIONS ACCOMPANYING THIS NOTICE

Shareholders are invited to register for the conference call from the events section of the Company’s website at www.radissonmining.com or by completing the following instructions;

1. Visit the following website address:

www.rdsmining.com/annual2021

1. Complete the required fields for registration

2. In the following weeks, instructions to attend the conference call via webcast or phone will be sent from info@radissonmining.com.

In compliance with the current government orders and guidelines aimed at ensuring public safety in the face of the COVID-19 pandemic, Radisson asks shareholders for not presenting themselves at the meeting location or appointing any proxyholder to do so. Only those directors or officers, as necessary for the proper conduct of the meeting, will be in attendance. Please be advised that Radisson may be required to refuse entry to the shareholders at the scheduled meeting location.

May 13, 2021

ON BEHALF OF THE BOARD OF DIRECTORS

==> picture [189 x 42] intentionally omitted <==

----- Start of picture text -----

________
----- End of picture text -----

Donald Lacasse Corporate Secretary

— 1 —