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Radisson Mining Resources Inc. Interim / Quarterly Report 2020

Aug 26, 2020

42871_rns_2020-08-26_be50221c-e14c-4ae2-bf0b-967a6ef1b072.pdf

Interim / Quarterly Report

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CONDENSED UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2020

Management has compiled the condensed unaudited interim financial statements of Radisson Mining Resources Inc. consisting of the Condensed Interim Statement of Financial Position as at June 30, 2020 and the Condensed Interim Statements of net loss, Comprehensive Loss, Changes in equity and Cash Flows for the six-month period ended June 30, 2020.

CORPORATE INFORMATION

Business Place

700, Dallaire Avenue Rouyn-Noranda, Quebec, J9X 4V9 Web Site: www.radissonmining.com

Transfer Agent

Computershare Trust Company of Canada 1500, Robert-Bourassa Boulevard, 7[th] Floor Montreal, Quebec, H3A 3S8 Telephone : (514) 982-7888 Fax : (514) 982-7635

Listing

TSX Venture Exchange Ticker Symbol : RDS

RADISSON MINING RESOURCES INC.

Condensed interim statements of financial position

Condensed Interim Statements of Financial Position

December 31, 2019
June 30, 2020
(audited)
(unaudited)
$ $
Assets
Current :
Cash and cash equivalents (Note 3) 2,273,512
5,982,706
Guaranteed investment (Note 3) -
-
Funds reserved for evaluation and exploration (Note 3)
6,238,104
-
Investments available-for-sale (Note 3) 292,506 175,050
Government taxes and mining taxes receivable 429,824 596,032
Other accounts receivable 1,190
1,190
Prepaid expenses 124,456 86,440
9,370,328
6,830,682
Non current :
Property, plant and equipment (Note 4) 30,367 16,326
Exploration and evaluation assets (Note 5) 16,057,681
18,339,030
25,444,335
25,200,079
Liabilities
Current :
Accounts payable and accrued liabilities 610,840 669,625
Non current :
Deferred income and mining taxes 1,162,632
1,162,632
Other liabilityrelated toflow-throughshares (Note 6) 1,259,245 1,871,873
3,704,130
3,032,717
Equity :
Capital stock (Note 7) 47,073,857 46,950,694
Equity settled reserve 4,485,867
4,941,070
Warrants (Note 7) 469,009 560,902
Deficit (30,257,258)
(30,316,574)
21,740,205
22,167,362
25,444,335
25,200,079

Totals may not add up due to rounding.

The accompanying notes are an integral part of the interim financial statements.

The condensed interim financial statements have been approved and authorized for publication by the Board of Directors on August 25 2020.

(s) Mario Bouchard Mario Bouchard CEO

(s) Denis Lachance Denis Lachance Interim CFO

Radisson Mining Resources Inc.

2

RADISSON MINING RESOURCES INC.

Condensed interim statements of net loss

densed interim statements of net loss
For the three-month periods For the six-month periods
**ended ** June 30 ended June 30
(unaudited) 2020
2019

2020
2019
$
$

$
$
Revenues :
Interest 15,154
1,636

45,354

6,074
Other -
-

-

-
Rental - - - -
15,154
1,636

45,354

6,074
Administration costs :
Salaries and employee benefits 27,721
20,377

87,383

50,266
Stock-based compensation and payments 384,850
135,710

391,510

148,210
Experts and subcontractors 87,135
35,744

194,603

86,626
Professional fees 5,288
29,495

23,726

44,991
Travelling and promotion 14,115
39,958

51,150

95,307
Information to shareholders 9,033
18,730

20,538

26,750
Listing and registration fees 30,912
23,957

53,248

34,491
Office supplies 10,999
11,159

26,815

21,877
Insurance, taxes and licenses 4,022
3,157

9,158

6,930
Interest and bank charges 3,730
95

3,945

354
Income Tax Part XII.6 -
-

681

1,180
Telecommunications 802
887

10,802

2,460
Depreciation of property, and equipment 2,144
1,197

4,288

1,886
Maintenance of a mining site 3,180
2,380

3,780

2,380
Realized loss (gain) on investments 6,729
-

6,729
-
Unrealized loss (gain) on investments (228,656)
(650)

(171,056)
(20,650)
362,004
322,196

717,298

503,058
Loss before income and deferred taxes (346,849)
(320,560)

(671,944)
(496,984)
Income and deferred taxes 343,858
53,022

612,628

167,250
Net Loss (2,991) (267,538) (59,316) (329,734)
Basic and dilutednetloss pershare (0.000) (0.002) (0.000) (0.002)
Weighted average number of shares
outstanding 189,839,269 137,079,250 189,839,269 137,079,250

Totals may not add up due to rounding. The accompanying notes are an integral part of the interim financial statements.

Radisson Mining Resources Inc.

3

RADISSON MINING RESOURCES INC.

Condensed interim statements of changes in equity

For the six-month period ended June 30, 2020

(unaudited) Capital
stock
Equity
settled
reserve



Deficit
Warrants Accumulated
other
comprehensive
income
Total
equity
$ $
$
$ $ $
Balance as at December 31, 2019 46,950,694
4,485,867

(30,257,258)
560,902
-
21,740,205
Net loss for the period -
-

(59,316)
-
-

(59,316)
Stock-based compensation and payments -
391,510

-

-

-

391,510
Share issuance cost (12,037) -
-

-

-

(12,037)
Options exercised 55,200
(16,200)

-

-

-

39,000
Warrants exercised 80,000
-

-

(12,000)
-
68,000
Warrants expired -
79,893

-

(79,893)
-
-
Other comprehensive income : -
-

-

-

-

-
Current unrealized gain (loss) for the
period - - - - - -
Balance as at June 30, 2020 47,073,857
4,941,070
(30,316,574) 469,009 -
22,167,362

Totals may not add up due to rounding.

The accompanying notes are an integral part of the interim financial statements.

Radisson Mining Resources Inc.

4

RADISSON MINING RESOURCES INC.

Condensed interim statements of changes in equity

For the six-month period ended June 30, 2019

(unaudited) Capital stock
Equity settled
reserve
Deficit
Warrants
Accumulated
other
comprehensive
income
Total equity
Balance as at December 31, 2018
Net loss for the period
Stock-based compensation and payments
Share issuance cost
Options exercised
Warrants expired
Other comprehensive income :
Current unrealized gain (loss) for the period
Balance as at June 30, 2019
$ $ $ $ $ $ 39,171,199
4,142,416
(29,760,133)
221,638
-
13,775,120
-
-
(350,384)
-
-
(350,384)
-
148,210
-
-
-
148,210
(500)
-
-
-
-
(500)
5,000
-
-
-
-
5,000
-
129,745
-
(129,745)
-
-
-
-
-
-
20,650
20,650
39,175,699
4,420,371
(30,110,157)
91,893
20,650
13,598,096

Totals may not add up due to rounding. The accompanying notes are an integral part of the interim financial statements.

Radisson Mining Resources Inc.

5

RADISSON MINING RESOURCES INC.

Condensed interim statements of cash flows

For the three-month periods
ended June 30, 2020
For the three-month periods
ended June 30, 2020
For the six-month periods
ended June 30, 2020
For the six-month periods
ended June 30, 2020
(unaudited) 2020 2019 2020 2019
$ $ $ $
OPERATING ACTIVITIES:
Net loss (2,991) (268,188) (59,316) (350,384)
Items not affecting cash:
Depreciation of property, plant and equipment 2,144
1,197

4,288
1,886
Stock-based compensation and payments 384,850
135,710

391,510
148,210
Income taxes and deferred taxes (343,858) (53,022) (612,628) (167,250)
Loss (gain) on sale of investments 6,729
-

6,729
-
Unrealized loss (gain) on sale of investments (228,656) -
(171,056)
-
Net change in non-cash working capital items (Note 10) 136,810
(4,759)
69,407 (234,571)
Cash flow from operating activities (44,973) (189,062) (371,067) (602,109)
INVESTING ACTIVITIES:
Acquisition of properties (2,245) (898) (50,256) (898)
Increase in evaluation and exploration assets (Note 5) (1,001,235) (336,231) (2,249,423) (640,839)
Cash flow from sale of Investments 46,872
-
46,872 -
Cash flow from investing activities (956,608) (337,129) (2,252,807) (641,737)
FINANCING ACTIVITIES:
Capital stock issuance, options and warrants exercise 39,000
5,000

107,000
5,000
Shareissuance cost (6,437) (500) (12,037) (500)
Cash flow from financing activities 32,563 4,500 94,963 4,500
INCREASE (LOSS) IN CASH AND CASH EQUIVALENTS (969,017) (521,691) (2,528,910) (1,239,346)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,951,723
786,603

8,511,616
1,504,258
**CASH ANDCASH EQUIVALENTS, ENDOF PERIOD ** 5,982,706 264,912
5,982,706
264,912

Additional Information – Cash flows (note 10)

Totals may not add up due to rounding. The accompanying notes are an integral part of the interim financial statements.

Radisson Mining Resources Inc.

6

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements June 30, 2020

1. Description of the business and going concern

The Corporation, incorporated under the Canada Business Corporations Act, is in the process of exploring mining properties and has not yet determined whether these properties contain ore reserves that are economically recoverable.

The Corporation’s head office is located on 700 Dallaire avenue, 2[nd] floor in Rouyn-Noranda, Province of Quebec, Canada, J9X 4V9. Its common shares are listed on TSX Venture Exchange under the symbol RDS.

Since its constitution, the Corporation has recorded an important accumulated deficit. Management periodically seeks additional forms of financing through the issuance of shares and the exercise of share purchase options and warrants to continue its operations, and in spite of the obtention in the past, there is no guarantee of success for the future. If the management is unable to obtain new funding, the Corporation may be unable to continue its operations, and amounts realized for assets may be less than amounts reflected in these financial statements.

Besides the usual needs for working capital, the Corporation must obtain the funds permitting to fulfill its obligations and existing commitments for prospecting and evaluation programs and reserved amounts following flow-through financings. As at June 30, 2020, the Corporation had a positive working capital of $6,219,842 (2019, $ 293,511), which includes funds reserved for evaluation and exploration for $4,432,157 (2019, $446,000). The Corporation believes that these existing funds will be sufficient to meet the obligations of the Corporation until December 31, 2021.

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and payments of liabilities in the normal course of operations and do not reflect the adjustments to the carrying value of assets and liabilities, to recorded revenues and expenses and to the classification of items in the statements of financial position that would be necessary if the going concern assumption would not be appropriate. These adjustments could be material.

The board of directors approved the condensed interim financial statements for the period ending June 30, 2020 on August 25, 2020.

2. Basis of preparation and changes to accounting policies

These condensed interim financial statements have been prepared by management in accordance with international financial reporting standards (« IFRS ») and with IAS 34, Interim Financial Reporting. They do not include all information required by IFRS in the production of annual financial statements.

These condensed interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2019 and the interim condensed financial statements for the trimester ended June 30, 2019. The accounting policies are presented in the audited financial statements for the year ended December 31, 2019 and have not been modified since.

The preparation of interim financial statements in accordance with IAS 34 uses critical accounting estimates. It also requires management to exercise judgment in applying accounting policies used by the Corporation.

3. Cash, cash equivalents, Investments and Funds reserved for evaluation and exploration

As at June 30, 2020 and December 31 2019, the cash and cash equivalents included in the treasury includes a banking account bearing no interest and flexible guaranteed interest certificate redeemable at any time bearing different interest rates.

June 30, 2020 December 31, 2019
$ $
Treasury 5,982,706
8,511,616
Guaranteed investment -
-
Minus: Funds reserved for evaluation and exploration 4,432,157
(6,238,104)
Cash and cash equivalents 1,550,549
2,273,512

Radisson Mining Resources Inc.

7

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements June 30, 2020

3. Cash, cash equivalents, Investments and Funds reserved for evaluation and exploration (continued)

June 30, 2020
December 31, 2019
$
$
Investments available-for-sale
144,600 shares of Wallbridge Mining Ltd. public company
160,506

124,800
150,000 shares of Galway Metals inc. public company 132,000
50,250
292,506
175,050

4. Property, plant and equipment

June 30,2020 December 31,2019
Cost Accumulated
depreciation
Net book value Net book value
$ $ $ $
Equipment 32,809 16,416 16,393 9,582
Computer Equipment 38,549 24,574 13,974 6,744
71,357 40,990 30,367 16,326

5. Exploration and evaluation assets

Mining properties :
Balance as at
December
31, 2019
Increase
Tax credit
$ $ $ O’Brien
180,522
31,926
-
Douay
-
-

180,522
31,926
-
Exploration and evaluation costs:
O’Brien
15,713,519
2,249,423
-
Douay
163,640
-
-
15,877,159
2,249,423
-
Exploration and evaluation assets,total
16,057,681
2,281,349
-
Balance as at June
30, 2020
$ 212,448
212,448
17,962,942
163,640
18,126,582
18,339,030

Statements of exploration and evaluation

For the three-month periods For the three-month periods For the six-month periods For the six-month periods
ended June 30 ended June 30
2020 2019 2020 2019
$ $ $ $
Drilling 480,058 26,745 1,173,406 86,696
Salaries 188,881 161,020 348,823 328,527
Consultants and subcontractors 108,524 44,495 250,663 72,354
Assays 61,669 - 165,594 -
General exploration expenditures 162,103 103,971 310,937 153,262
Increase in exploration and evaluation
expenses
1,001,235 336,231 2,249,423 640,839
Balance, at beginning 17,125,347 13,901,739 15,877,159 13,597,131
Balance, ending 18,126,582 14,237,970 18,126,582 14,237,970

Radisson Mining Resources Inc.

8

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements June 30, 2020

6. Other liability related to flow-through shares issuance

June 30, 2020 June 30, 2019
$ $
Balance as at December 31, 2019 1,871,873 53,022 Balance as at December 31, 2018
Decrease for expenses incurred (612,628) (53,022) Decrease for expenses incurred
Balance as at June 30,2020 1,259,245 - Balance as at June 30, 2019

7. Capital stock

Authorized:

Unlimited number of class A shares, voting and participating, no par value

Unlimited number of class B shares which may be issued in series, cumulative or non-cumulative dividend at the prime rate of the Bank of Canada at the beginning of the year plus a percentage between 1% and 5%, non-participating, non-voting, redeemable at the option of the Corporation for an amount equal to the price paid plus any dividend declared and unpaid, no par value.

Changes in Corporation class A shares were as follows:

June 30, 2020 Class A shares Amount
$
Issued and paid:
Balance as at December 31, 2019 189,645,570 46,950,694
Warrants1 400,000 68,000
Options1 300,000 39,000
Financing fees2 - (12,037)
Balance as at June 30,2020 190,345,570 47,013,093

1 The value of the warrants and options are presented at the exercise value.

2Financing fees are related to a private placement closed on December, 31st 2019 and a private placement announced on June 9[th] , 2020.

June 30, 2019 Class A shares Amount
$
Issued and paid:
Balance as at December 31, 2018 137,029,250 39,171,199
Options exercised1 50,000 5,000
Financing fees2 - (500)
Balance as at June 30,2019
137,079,250 39,175,699

1 The value of the warrants and options are presented at the exercise value.

2 Financing fees are related to a private placement closed on December 31st 2018.

Radisson Mining Resources Inc.

9

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements June 30, 2020

7. Capital stock (continued)

Class A stock options:

An aggregate number of 18 million class A shares has been reserved under the stock option plan for potential issuance. The exercise price of each option is the market price of the Corporation’s stock at the date of grant of options and the maximum term of a new option is 5 years. Unless otherwise determined by the Board of Directors, options granted under the plan vest immediately.

A summary of the situation as at June 30, 2020 is presented below:

Options Number Weighted average
exercise price
Outstanding as at December 31, 2019 8,900,000 $0.139
Exercised (300,000) $0.130
Vested 500,000 $0.150
Granted 2,725,000 $0.255
Outstanding as at June 30, 2020 11,825,000 $0.166
Options exercisable as at June 30, 2020 11,825,000 $0.166

The following table summarizes the information relating to the stock options as at June 30, 2020:

Number of options outstanding Exercise price
Weighted average
remaininglife
Number of options
exercisable
$ (years)
745,000 0.140
0.97
745,000
790,000 0.165
1.92
790,000
840,000 0.110
2.03
840,000
1,750,000 0.150
2.42
1,750,000
1,300,000 0.125
2.94
1,300,000
200,000 0.120
3.11
200,000
300,000 0.100
3.32
300,000
250,000 0.105
3.69
250,000
2,225,000 0.135
3.96
2,225,000
700,000 0.200
4.34
700,000
50,000 0.170
4.83
50,000
2,675,000 0.255
4.95
2,675,000
11,825,000 11,825,000

The following table presents the weighted average fair value at grant date and the weighted average assumptions used to determine the stock-based compensation expense using the Black-Scholes option pricing model:

Six-month period ended
June 30, 2020
Expected volatility 59%
Share price at date of grant $0.255
Risk-free interest rate 0.37 %
Expected dividend rate 0%
Estimated duration 5 ans /Years
Weighted average fair value atgrant date $0.126

Radisson Mining Resources Inc.

10

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements June 30, 2020

7. Capital stock (continued)

Warrants:

A summary of the situation as at June 30, 2020 is presented below:

Number Weighted average
exercise price
Outstanding as at December 31, 2019
15,075,998
$0.200
Exercised
(400,000)
Expired
(2,663,095)
Outstandingas at June 30, 2020
12,012,903
$0.170
$0.170
$0.213
Warrants exercisable as at June 30,2020
12,012,903
$0.213

The following table summarizes the information relating to the warrants as at June 30, 2020:

Outstanding Exercise price Expiration date
$
11,505,961 0.210 August 2021
154,558 0.255 June 2021
352,384 0.297 June 2021
12,012,903

The following table presents the weighted average fair value at grant date and the weighted average assumptions used to determine the share-based compensation expense using the Black & Scholes option pricing model:

Six-month period ended
June 30, 2020
Warrants value $469,009
Expected volatility 66%
Risk-free interest rate 1.37%
Expected dividend rate 0%
Estimated duration (year) 2.0
Weighted average fair value atgrant date $0.039

8. Information on Related Parties

Related Party transactions

During the six-month period ended June 30, 2020, the Corporation incurred the following transactions with key management and officers of the Corporation, companies owned by directors and with a related party of the president and chief executive officer.

Six-month periods ended
June 30, 2020 June 30, 2019
$ $
Office rental 16,020 15,600
Office expenses 4,799 2,152
Experts and subcontractors included in exploration expenses 7,073 18,128
27,892 35,880

Radisson Mining Resources Inc.

11

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements June 30, 2020

8. Information on Related Parties (continued)

Related Party transactions (continued)

The remuneration paid or payable to key management (president, vice-president and chief of financial operations, financial manager and directors) was as follows:

Six-month periods ended
June 30, 2020 June 30, 2019
$ $
Salaries and employee benefits 85,982 50,266
Experts and subcontractors included in exploration expenses - 1,695
Experts and subcontractors 162,500 68,570
Meeting attendance fee 14,500 -
Stock-based compensation 311,150 141,550
574,132 262,081

The above transactions are measured at the consideration established and agreed by the related parties.

9. Basic and diluted net loss per share

Basic and diluted net loss per share
Six-month periods ended
June 30, 2020 June 30, 2019
Net loss for the period (59,316) (350,384)
Weighted average number of shares 189,839,269 137,079,250
Loss per share (0.000) (0.001)

10. Complementary information related to cash flows

Six-month periods ended
June 30, 2020 June 30, 2019
$ $
Net change in non-cash working capital items :
Debtors
Government taxes receivable & mining income taxes 166,208 25,248
Prepaid expenses (38,016) (13,750)
Accounts payable and accrued liabilities (58,785) (246,069)
69,407 (229,312)
Non-cash investing activities :
Deferred evaluation and exploration expenditures included in account payables and
accrued liabilities
443,476 147,197

Radisson Mining Resources Inc.

12

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements June 30, 2020

11. Subsequent Events

On June 9, 2020, the company announced it had arranged a non-brokered private placement to raise a minimum of $1,500,000 led by the Marshall Precious Metals Fund. The private placement was upsized to $2,400,000 on June 15, 2020. On July 21, 2020, the company announced it had closed the private placement for aggregate gross proceeds of $2,499,999.55. The private placement consisted of the issuance of 4,762,655 Class A shares in the capital of the Company, priced at $0.20 for gross proceeds of $952,531.00 and 4,274,775 charity flow-through shares priced at $0.362 for gross proceeds of $1,547,468.55.

On August 10, 2020 the company announced signing of a binding agreement pursuant to which Radisson will acquire a 100% interest in Renforth’s New Alger Gold Property and enter into a long-term strategic relationship through a 9.6% equity investment by Radisson in Renforth.

  • Radisson will acquire a 100% interest in New Alger for the following consideration:

  • 12 million class A common shares of Radisson will be issued to Renforth upon closing of the transaction;

  • $0.5 million in cash upon closing of the transaction;

  • a $1.5 million cash contingent payment, payable on the earlier of the announcement of commercial production at New Alger, a sale of New Alger for more than C$40 million or a change of control of Radisson.

  • Renforth plans to complete a concurrent financing to raise approximately $3.24 million in cash proceeds, which will be backed by a 9.6% strategic investment by Radisson into Renforth.

Radisson Mining Resources Inc.

13