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Radisson Mining Resources Inc. Interim / Quarterly Report 2021

Nov 26, 2021

42871_rns_2021-11-26_48cd403f-55cf-4819-b483-067e4a889ec8.pdf

Interim / Quarterly Report

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CONDENSED UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2021

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 September 30, 2021 and the Condensed Interim Statements of net loss, Comprehensive Loss, Changes in equity and Cash Flows for the Nine-month period ended September 30, 2021.

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

September 30, 2021 December 31, 2020
(unaudited)
$
Assets
Current :
Cash and cash equivalents (note 3)
9,283,391
Guaranteed Investment Certificate
-
Government taxes and mining taxes receivable
565,706
Other accounts receivable
251,190
Prepaid expenses
**135,837 **
audited
$ 11,284,150
3,641,431
309,194
1,190
77,816
10,236,124
Non-current :
Investments (note 3)
1,560,000
Property, plant and equipment (note 4)
241,944
Explorationand evaluationassets (note 5)
**33,743,237 **
15,313,781
1,320,000
188,541
26,199,290
45,781,305 43,021,612
Liabilities
Current :
Accounts payable and accrued liabilities
1,610,220
Non-current :
Deferred income and mining taxes
2,326,587
Other liability related to flow-through shares (note 6)
958,066
523,653
2,326,587
4,524,101
4,894,873 7,374,341

Equity :
Capital stock (note 7)
64,326,006
Equity settled reserve
5,760,315
Warrants (note 7)
1,087,448
Deficit
(30,287,337)
61,800,999
4,985,407
1,501,857
(32,640,992)
**40,886,432 ** 35,647,271
45,781,305 43,021,612

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 November 26, 2021.

(s) Rahul Thomas Paul

Rahul Thomas Paul President & Chief Executive Officer

(s) Hubert Parent-Bouchard

Hubert Parent-Bouchard Chief Financial Officer

Radisson Mining Resources Inc.

2

RADISSON MINING RESOURCES INC.

Condensed interim statements of net loss

For the three-month periods
ended September 30
For the nine-month periods
ended September 30
For the three-month periods
ended September 30
For the nine-month periods
ended September 30
(unaudited)
2021
2020
2021
2020
$
$ $
Revenues:
Interest
17,695
2,322
116,231
Investments available for sale
-
353,417
-
$ 47,676
353,417
17,695
355,739
116,231
401,094
Administration expenses:
Salaries and employee benefits
112,717
36,803
311,366
Stock-based compensation and payments
160,500
14,200
603,040
Experts and subcontractors
40,822
90,680
194,936
Professional fees
999
42,154
73,051
Travelling and promotion
25,823
24,329
87,824
Information to shareholders
14,007
7,688
44,907
Listing and registration fees
19,075
1,528
95,307
Office rent and supplies
21,006
10,223
67,811
Insurance, taxes and licenses
9,413
6,567
25,269
Interest and bank charges
458
494
1,374
Income Tax Part XII.6
-
8,073
-
Telecommunications
-
200
-
Depreciation of property, and equipment
18,125
2,658
48,946
Maintenance of a mining site
1,742
45,449
14,780
124,186
405,710
267,603
83,560
75,480
28,226
54,775
37,036
15,725
4,439
8,754
11,002
6,945
49,229
424,687
291,046
1,568,611
Other expenses (revenues):
Realized loss (gain) on investments
-
168,321
-
Unrealized loss (gain) on investments
480,000
171,056
(240,000)
1,172,670
175,050
-
Loss before income and deferred taxes
(886,992)
(274,684)
(1,212,380)
Income and deferred taxes (note 6)
1,386,693
690,038
3,566,035
(946,627)
1,302,666
Net Gain(Loss)
499,701
415,354
2,353,655
356,039
Basic and diluted net lossper share
0.002
0.002
0.010
0.002

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 nine-month period ended September 30, 2021

(unaudited) Capital stock
Equity
settled
reserve
Deficit
Warrants
Total equity
Balance as at December 31, 2020
Net gain (loss) for the period
Share issuance cost
Stock-based compensation and payments
Warrant exercised
Warrant expired
Options exercised
Balance as at September 30, 2021
$ $ $ $ $ 61,800,999
4,985,407
(32,640,992)
1,501,857
35,647,271
-
-
2,353,655
-
2,353,655
(851)
-
-
-
(851)
-
603,040
-
-
603,040
2,394,470
-
(374,762)
2,019,708
-
39,647
-
(39,647)
-
131,388
132,221
-
-
263,609
64,326,006
5,760,315
(30,287,337)
1,087,448
40,886,432

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 nine-month period ended September 30, 2020

(unaudited) Capital stock Equity settled
reserve
Deficit Warrants 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 -
-

356,038

-

356,038
Share issue 2,500,000
-

-

-

2,500,000
-
Premium on flow-through shares (64,994) -
-

-

(64,994)
Stock-based compensation and payments -
405,710

-

-

405,710
Share issuance cost (153,372) -
-

-

(153,372)
Options exercised 376,219
(69,319)
-
-

306,900
Warrants exercised 428,603
-

-

(66,600)
362,003
Warrants expired - 79,893
-
(79,893) -
Balance as at September 30, 2020 50,037,149 4,902,152 (29,901,220) 414,409 25,452,490

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 September 30
For the nine-month periods
ended September 30
For the three-month periods
ended September 30
For the nine-month periods
ended September 30
(unaudited)
2021
2020
2021
2020
$
$ $
OPERATING ACTIVITIES:
Net Gain (loss)
499,701
415,354
2,353,655
Non-cash items:
Depreciation of property, plant and equipment
18,125
2,657
48,946
Stock-based compensation and payments
160,500
14,200
603,040
Income taxes and deferred taxes
(1,386,693)
(690,038)
(3,566,035)
Loss (gain) on sale of investments
-
121,449
-
Unrealized loss (gain) on investments
480,000
171,056
(240,000)
Net change in non-cash working capital items (note 10)
403,848
580,219
522,034
$ 356,038
6,945
405,710
(1,302,666)
175,050
-
649,627
Cash flow from operating activities
175,481
614,898
(278,360)
INVESTING ACTIVITIES:
Acquisition of property, plant and equipment
(38,446)
(575,837)
(102,350)
Increase in evaluation and exploration assets (note 5)
(2,913,244)
(2,009,228)
(7,543,947)
290,705
(626,092)
(4,258,650)
Cash flow from investing activities
(2,951,690)
(2,585,064)
(7,646,297)
FINANCING ACTIVITIES:
Capital stock issuance, options and warrants exercise
1,961,668
3,061,903
2,283,318
Share issuance cost
-
(141,335)
(851)
(4,884,743)
3,168,902
(153,372)
Cash flow from financing activities
1,961,668
2,920,568
2,282,467
3,015,530
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
(814,541)
950,402
(5,642,190)
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD
10,097,932
5,982,706
14,925,581
(1,578,508)
8,511,616
CASH AND CASH EQUIVALENTS, END OF PERIOD
9,283,391
6,933,108
9,283,391
6,933,108

Additional Information – Cash flows (note 10)

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 September 30, 2021

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 September 30, 2021, the Corporation had a positive working capital of $ 8,625,904 (2020, $6,297,250), which includes funds reserved for evaluation and exploration of $ 1,685,914 (2020, $4,291,568). The Corporation believes that these existing funds will be sufficient to meet the obligations of the Corporation until December 31, 2021.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations and do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses and statement of financial position classifications 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 September 30, 2021 on November 26, 2021.

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, 2020 and the interim condensed financial statements for the trimester ended September 30, 2020. The accounting policies are presented in the audited financial statements for the year ended December 31, 2020 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 September 30, 2021 and December 31 2020, 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.

September 30, 2021 December 31, 2020
$ $
High interest banking account (0.70% September 30, 2021)(a) 9,283,391 1,284,150
Guaranteed investment certificate, redeemable at any time, 0.74% - 10,000,000
Guaranteed investment certificate, redeemable at any time, 1.25%, maturing May 14, 2021 - 3,641,432
Cash and cash equivalents, Guaranteed investment certificate, and funds reserved 9,283,391 14,925,581

(a) Cash and cash equivalents include $1,685,914 ($9,201,032 in December 2020) of funds reserved for prospecting and evaluation. Funds reserved for prospecting and evaluation represents unspent financing proceeds related to flow-through shares. According to the instructions imposed under this flow-through financing, the Corporation must dedicate these funds to the exploration of mining properties.

Radisson Mining Resources Inc.

7

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements September 30, 2021

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

September 30, 2021 December 31, 2020
$ $
Investments
24,000,000 shares of Renforth Resources Ltd. a public company 1,560,000 1,320,000
1,560,000 1,320,000

4. Property, plant and equipment

September 30, December 31,2020
2021
Accumulated
Cost depreciation Net book value Net book value
$ $ $ $
Equipment 75,865 28,296 47,569 31,527
Computer Equipment 62,573 32,738 30,015 19,033
Other Mining Equipment 199,231 34,871 164,360 137,981
337,849 95,905 241,944 188,541

5. Exploration and evaluation assets

Balance as at Balance as at
December 31, September
Mining properties : 2020 Increase Tax credit 30, 2021
QUEBEC $ $ $ $
O’Brien 4,460,522 - - 4,460,522
4,460,522 - - 4,460,522
Exploration and evaluation expenses:
O’Brien 21,575,128 7,543,947 - 29,119,075
Douay 163,640 - - 163,640
21,738,768 7,543,947 - 29,282,715
26,199,290 7,543,947 - 33,743,237

Statements of exploration and evaluation

For the three-month periods For the three-month periods For the nine-month periods For the nine-month periods
ended September 30 ended September 30
2021 2020 2021 2020
$ $ $ $
Drilling 1,779,663 1,364,264 4,424,711 2,537,670
Salaries 203,401 94,860 544,793 319,596
Consultants and subcontractors 385,267 310,665 1,213,330 764,980
Assays 317,733 108,636 863,542 276,950
General exploration expenditures 227,179 130,801 497,571 359,453
Increase in exploration and evaluation expenses 2,913,244 2,009,228 7,543,947 4,258,650
Balance, at beginning 26,369,471 18,126,582 21,738,768 15,877,159
Balance, ending 29,282,715 20,135,809 29,282,715 20,135,809

Radisson Mining Resources Inc.

8

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements September 30, 2021

6. Other liability related to flow-through shares issuance

September 30 September 30
2021 2020
$ $
Balance as at December 31, 2020 4,524,101 1,871,873 Balance as at December 31, 2019
Decrease for expenses incurred (3,566,035) (1,302,666) Decrease for expenses incurred
Increase of the period - 64,994 Increase of the period
Balance as at September 30,2021 958,066 634,201 Balance as at September 30,2020

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:

September 30, 2021 Class A shares Amount
$
Issued and paid:
Balance as at December 31, 2020 244,430,890 61,800,999
Options exercised(1) 1,925,000 263,609
Warrants exercised(1) 9,608,122 2,019,708
Financingcosts(2) - (851)
Balance as at September 30, 2021 255,964,012 64,083,465

(1) Options and warrants exercised are presented, net of their fair value.

(2) Financing fees are related to a private placement that closed on December 31[st] , 2020.

September 30, 2020 Class A shares Amount
$
Issued and paid:
Balance as at December 31, 2019 189,645,570 46,950,694
Warrants exercised(1) 1,800,016 362,003
Options exercised(1) 2,034,074 306,900
Paid in cash 16,762,655 1,452,531
Flow-through share(2) 4,274,775 1,482,475
Financingfees(3) - (153,372)
Balance as at September 30, 2020 214,517,090 50,401,230

(1) Options and warrants exercised are presented, net of their fair value.

(2) Value of Flow-through shares is presented at market value net of premium at closing amounting to $64,994.

(3) Financing fees are related to a private placement closed on December 31[st] , 2019 and a private placement closed on July 9[th] , 2020.

Radisson Mining Resources Inc.

9

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements September 30, 2021

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 September 30, 2021 is presented below:

Options
Number
Weighted
average
exercise price
Outstanding as at December 31, 2020
10,940,926
Exercised
(1,925,000)
Vested
(225,000)
Granted
6,230,000
$0.139
$0.140
$0.255
$0.274
Outstandingas at September 30,2021
15,020,926
$0.218
Options exercisable as at September 30,2021
14,770,926
$0.217

The following table summarizes the information relating to the stock options as at September 30, 2021:

Number of options outstanding
Exercise price
Weighted average
remaininglife
Number of options
exercisable
$ (years)
300,000
0.100
2.07
250,000
0.105
2.44
840,000
0.110
0.78
500,000
0.165
0.67
900,000
0.125
1.68
1,700,000
0.135
2.70
75,000
0.140
0.47
500,000
0.150
1.41
50,000
0.170
3.58
700,000
0.200
3.09
2,450,000
0.255
3.70
525,926
0.270
4.14
1,850,000
0.300
4.38
500,000
0.310
4.44
2,380,000
0.280
4.71
1,500,000
0.220
4.98
300,000
250,000
840,000
500,000
900,000
1,700,000
75,000
500,000
50,000
700,000
2,450,000
525,926
1,850,000
250,000
2,380,000
1,500,000
15,020,926
0.218
3.44
14,770,926

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

Nine-month period ended
September 30, 2021
Expected volatility 55%
Share price at date of grant $0.28
Risk-free interest rate 0.85%
Expected dividend rate 0%
Estimated duration 5 years
Weighted average fair value atgrant date $0.13

Radisson Mining Resources Inc.

10

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements September 30, 2021

7. Capital stock (continued)

Warrants:

A summary of the situation as at September 30, 2021 is presented below:

Number Weighted average
exercise price
Outstanding as at December 31, 2020
26,221,295
Exercised
(9,608,122)
Expired
(1,004,765)
$0.390
$0.210
$0.244
Outstandingas at September 30, 2021
15,608,408
$0.510
Warrants exercisable as at September 30,2021
15,608,408
$0.510

The following table summarizes the information relating to the warrants as at September 30, 2021:

Outstanding Exercise price Expiration date
$ $
15,608,408 0.510 May 2022
15,608,408

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

Nine-month period ended
September 30, 2021
Warrants value $1,087,449
Expected volatility 70,01%
Risk-free interest rate 0,25%
Expected dividend rate 0%
Estimated duration (year) 1.5
Weighted average fair value atgrant date $0.07

8. Information on Related Parties

Related Party transactions

During the nine-month period ended September 30, 2021, the Corporation incurred the following transactions with key management and officers of the Corporation, companies owned by directors.

Nine-month periods ended Nine-month periods ended
September 30, 2021 September 30, 2020
$ $
Office rental 16,020 24,030
Office expenses 2,935 5,191
Exploration and evaluation assets 13,051 14,425
32,006 43,646

The above transactions occurred within the normal course of business and are measured at the exchange value, which is the amount of consideration established and agreed by the related parties. As at September 30, 2021 and 2020, there is no balance payable relating to these transactions.

Radisson Mining Resources Inc.

11

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements September 30, 2021

8. Information on Related Parties (continued)

Related Party transactions (continued)

The remuneration paid or payable to key management (president & chief executive officer, chief financial officer, and directors) was as follows:

Nine-month periods ended Nine-month periods ended
September 30, 2021 September 30, 2020
$ $
Salaries and employee benefits charges 297,406 122,785
Experts and subcontractors 163,178 247,550
Meeting attendance fee 21,000 14,500
Stock-based compensation 573,500 325,350
1,055,084 710,185
The above transactions are measured at the consideration established and agreed by the related parties.
Basic and diluted net loss per share
Nine-month periods ended
September 30, 2021 September 30, 2020
Net gain (loss) for the period 2,353,655 $356,039
Weighted average number of shares 246,828,939 193,376,831
Lossper share $0.01 $0.00

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

9. Basic and diluted net loss per share

10. Complementary information related to cash flows

Nine-month periods ended
September 30, 2021
September 30, 2020
$ $
Net change in non-cash working capital items:
Debtors (250,000)
Government taxes receivable & mining income taxes (256,512) 224,753
Prepaid expenses (58,021) (30,176)
Accounts payable and accrued liabilities 1,086,567 455,049
522,034 649,626
Non-cash investing activities:
Evaluation and exploration expenditures included in account payables and accrued
liabilities 1,310,703 764,646

11. Subsequent events

On November 16, 2021, the Corporation announced that it had entered into an agreement with Eight Capital as lead agent and sole bookrunner, on behalf of a syndicate of agents (together the “Agents”) pursuant to which the Corporation has launched a proposed private placement (the “Offering”) for aggregate gross proceeds for $5,000,000 in any combination of: ”: (i) Flow-through Class A shares of the Corporation at price of $0.32 per Federal flow-through Class A shares (the “Federal FT Shares”), Quebec flow-through Class A shares (the “Quebec FT Shares”), at a price of $0.35 per Quebec FT Share, and (iii) Quebec Charity flow-through shares (the “Quebec Charity FT Shares”) at a price of $0.45 per Charity FT share (together the “FT Shares”). The Corporation has also granted the Agents an option to offer for sale, additional flow-through shares representing up to 15% of the gross proceeds of the Offering, in such proportion as the Agents may determine, exercisable at any time until 48 hours prior to Closing, to cover over-allotments, if any.

Radisson Mining Resources Inc.

12

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements September 30, 2021

11. Subsequent events (continued)

On November 17, 2021, the Corporation announced that due to investor demand with the above offering, it had entered into an agreement with Eight Capital as lead agent and sole bookrunner, on behalf of a syndicate of agents (together the “Agents”) pursuant to which the Corporation and the agents had agreed to upsize the proposed private placement (the “Offering”) for aggregate gross proceeds of up to $ 6,000,000 of securities in any combination from the sale of Class A shares of the Corporation that qualify as “flow-through shares”: (i) Flowthrough Class A shares of the Corporation at price of $0.32 per Federal flow-through Class A shares (the “Federal FT Shares”), Quebec flowthrough Class A shares (the “Quebec FT Shares”), at a price of $0.35 per Quebec FT Share, and (iii) Quebec Charity flow-through shares (the “Quebec Charity FT Shares”) at a price of $0.45 per Charity FT share (together the “FT Shares”). The Corporation has also granted the Agents an option to offer for sale, additional flow-through shares representing up to 15% of the gross proceeds of the Offering, in such proportion as the Agents may determine, exercisable at any time until 48 hours prior to Closing, to cover over-allotments, if any.

Radisson Mining Resources Inc.

13