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Radisson Mining Resources Inc. Management Reports 2025
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RESSOURCES MINIÈRES
Radisson
MINING RESOURCES
2025
FIRST QUARTER MANAGEMENT DISCUSSION & ANALYSIS
March 31, 2025
www.radissonmining.com
RADISSON MINING RESOURCES INC.
TABLE OF CONTENTS
RADISSON OVERVIEW 4
SUMMARY OF FINANCIAL RESULTS 5
FACTORS SUMMARY FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025 5
LIQUIDITY AND CAPITAL RESOURCES 6
CURRENT DEVELOPMENTS 6
O'BRIEN GOLD PROJECT 8
PROPERTY PORTFOLIO 9
EXPLORATION PROGRAM 10
PROJECT DEVELOPMENT PROGRAM 11
COMMUNITY ENGAGEMENT 12
SELECTED ANNUAL INFORMATION (IFRS) 12
EQUITY FINANCING 12
INFORMATION ON OUTSTANDING SECURITIES 12
STOCK MARKET 13
CONTRACTUAL OBLIGATIONS AND COMMITMENTS 13
RELATED PARTY TRANSACTIONS AND COMMERCIAL OBJECTIVES 14
SUBSEQUENT EVENT 14
DISCLOSURE CONTROLS AND PROCEDURES 14
INTERNAL CONTROLS OVER FINANCIAL REPORTING 15
ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUES 15
BASIS OF PREPARATION AND ADOPTION OF IFRS 15
SIGNIFICANT ACCOUNTING POLICIES 16
ENVIRONMENTAL AND OTHER REGULATIONS 17
RISKS AND UNCERTAINTIES RELATED TO EXPLORATION 17
RISKS RELATED TO FINANCING AND DEVELOPMENT 18
MARKET FORCES 18
UNINSURED RISKS 18
OTHER MD&A REQUIREMENTS 18
MANAGEMENT'S DISCUSSION AND ANALYSIS
This Management's discussion and analysis (MD&A), prepared in compliance with the provisions of Form 51-102F1, approved by the Board of Directors of Radisson Mining Resources ("Radisson" or the "Corporation") and dated May 28, 2025, should be read in conjunction with the interim condensed financial statements as at March 31, 2025.
The interim condensed financial statements for the three months ended March 31, 2025 were prepared in accordance with International Financial Reporting Standards ("IFRS").
The reporting currency is the Canadian dollar (CAD) and all amounts presented in the MD&A are in Canadian dollars.
FORWARD-LOOKING INFORMATION
This MD&A may contain forward-looking statements and forward-looking information within the meaning of applicable Canadian securities legislation (collectively, "forward-looking information"), including, but not limited to, statements relating to the future financial or operating performance of the Corporation, the Corporation's mineral projects, the future price of commodities, the estimation of mineral resources, the realization of mineral resource estimates, the timing and ability of Radisson to advance its properties, prepare future technical reports, exploration activities, costs and timing of future exploration, international conflict, use of proceeds from financings, requirements for additional capital, government regulation of mining operations and mineral exploration activities, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage, and transactions. Often, but not always, forward-looking information can be identified by the use of words and phrases such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking information reflects the Corporation's beliefs and assumptions based on information available at the time such statements were made. Actual results or events may differ from those predicted in forward-looking information. All of the Corporation's forward-looking information is qualified by the assumptions that are stated or inherent in such forward-looking information, including the assumptions listed below, the risks described in the section entitled "Risks and Uncertainties related to Exploration" in this MD&A, the financial statements of the Corporation, and other public disclosure of the Corporation, all of which are available on SEDAR+ (www.sedarplus.ca) under Radisson's issuer profile.
Although the Corporation believes that the assumptions underlying the forward-looking information contained in this MD&A are reasonable, this list is not exhaustive of the factors that may affect any forward-looking information. The key assumptions that have been made in connection with forward-looking information include the following: the significance of drill results and ongoing exploration activities; management's beliefs on resource expansion; the predictability of geological modelling; the accuracy of the Corporation's records of its property interests; the global economic climate; commodities prices; inflation; environmental risks; climate change; cybersecurity threats; community and non-governmental actions; that required permits will be obtained on a timely basis in order to permit the Corporation to proceed on schedule with its planned drilling programs; that skilled personnel and contractors will be available as the Corporation's
Radisson Mining Resources Inc.
operations continue to grow; the relevance of the assumptions, estimates and projections; the impact of international conflict, or the escalation thereof, on the markets, generally, and on the business and prospects of the Corporation; and that the Corporation will be able to continue raising the necessary capital to finance its operations and realize on its mineral resource estimates.
Forward-looking information involves known and unknown risks, future events, conditions, uncertainties, and other factors which may cause the actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking information. Such factors include, among others, general business, economic, competitive, political and social uncertainties; public health crises; the actual results of current exploration activities; errors in geological modelling; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of commodities; accidents, labour disputes and other risks of the mining industry; political instability; and delays in obtaining governmental approvals or financing.
Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is given as of the date of this MD&A and the Corporation disclaims any obligation to update any forward-looking information, whether as a result of new information, future events, or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
QUALIFIED PERSONS AND CAUTIONARY NOTE REGARDING MINERAL RESOURCES
Disclosure of a scientific or technical nature in this MD&A was prepared under the supervision of Mr. Richard Nieminen, P.Geo, (QC), a geological consultant for Radisson and a Qualified Person for purposes of NI 43-101. Mr. Nieminen is independent of Radisson and the O'Brien Gold Project. The updated O'Brien Gold Project Mineral Resource Estimate announced on March 2, 2023 (the "MRE") was prepared by Luke Evans, M.Sc., P.Eng., ing., from SLR Consulting (Canada) Ltd, who is the "qualified person" who has reviewed and taken responsibility for the MRE. Mr. Evans is considered to be "independent" of Radisson and the O'Brien Gold Project for purposes of NI 43-101.
RADISSON OVIERVIEW
Radisson is a gold exploration company focused on its 100% owned O'Brien Gold Project ("O'Brien" or the "Project"), located in the Bousquet-Cadillac mining camp along the world-renowned Larder-Lake-Cadillac Break in Abitibi, Québec. The Bousquet-Cadillac mining camp has produced over 25 million ounces of gold over the last 100 years. The Project hosts the former O'Brien Mine, considered to have been Québec's highest-grade gold producer during its production. Indicated Mineral Resources are estimated at 0.50 million ounces (1.52 million tonnes at 10.26 grams per tonne ("g/t") gold ("Au")), with additional Inferred Mineral Resources estimated at 0.45 million ounces (1.60 million tonnes at 8.66 g/t Au). Please see the NI 43-101 "Technical Report on the O'Brien Project, Northwestern Québec, Canada" effective March 2, 2023 and other filings made with Canadian securities regulatory authorities available at www.sedarplus.ca for further details and assumptions relating to the O'Brien Gold Project.
Radisson Mining Resources Inc.
SUMMARY OF FINANCIAL RESULTS
Operating results for each quarter for the two last years are presented in the table below. The Corporation's management is of the opinion that the data related to these quarters was prepared in the same manner as those that of the unaudited financial statements for the fiscal year ended December 31, 2024.
| QUARTER | 2025 March | 2024 December | 2024 September | 2024 June | 2024 March | 2023 December | 2023 September | 2023 June |
|---|---|---|---|---|---|---|---|---|
| Statements of comprehensive loss ($) | ||||||||
| Revenues | 71,045 | 67,081 | 102,651 | 109,462 | 84,464 | 50,255 | 38,222 | 24,915 |
| Comprehensive income (loss) | (232,696) | (1,463,440) | (173,305) | (155,035) | (378,167) | (154,278) | (163,326) | (360,425) |
| Basic and diluted income (loss) per share | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) |
| Statements of financial position ($) | ||||||||
| Cash and cash equivalents | 5,859,426 | 8,398,031 | 4,583,576 | 5,630,539 | 7,408,140 | 8,678,619 | 3,308,233 | 4,070,224 |
| Total liabilities and equity | 63,570,718 | 63,218,228 | 56,455,198 | 56,200,154 | 56,520,030 | 56,854,538 | 51,159,663 | 51,309,662 |
| Mining Exploration ($) | ||||||||
| Exploration and evaluation expenses | 2,722,230 | 2,601,973 | 1,597,265 | 1,384,392 | 1,116,602 | 1,118,254 | 604,369 | 580,836 |
FACTORS SUMMARY OF FINANCIAL ACTIVITIES FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
Because of its area of activities, the Corporation does not generate regular revenue and must depend on issuing shares and on the interest income generated by its investments to cover its operating expenses.
For the three-month period ended March 31, 2025, the Corporation incurred a net loss of $232,696 or ($0.00) per share compared to a net loss of $378,167 or ($0.00) per share for the same period ended in 2024.
For the three-month period ended March 31, 2025, there was $71,045 in revenue from interest earned compared to $84,464 for the same period in 2024.
For the three-month period ended March 31, 2025, the Corporation incurred salaries and employee benefits expenses of $163,268 compared to expenses of $52,466 for the same period in 2024, the increase is explained by an increase in the number of employees.
For the three-month period ended March 31, 2025, the Corporation incurred experts and subcontractors' expenses of $38,050 compared to expenses of $193,603 for the same period in 2024. The decrease is explained by a non-recurring severance payment of $137,500 following termination of an agreement signed between the Corporation and an incoming executive during the period ended March 31, 2024.
For the three-month period ended March 31, 2025, the Corporation incurred investor relations and communication expenses of $150,998 compared to expenses of $55,754 for the same period in 2024. The increase is explained by an increase the Corporation exploration activities, supporting greater investor relations and communication compared to the same period in 2024.
Radisson Mining Resources Inc.
For the three-month period ended March 31, 2025, the Corporation incurred Income Tax Part XII.6 expenses of $163,765 compared to expenses of $20,684 for the same period in 2024. The tax increase is explained by an increase in Canadian exploration expenses renounced on the look-back rule in 2023 and incurred in 2024 compared to the previous calendar year.
For the three-month period ended March 31, 2025, the Corporation incurred professional fees of $63,994 compared to expenses of $46,143 for the same period in 2024. The increase is mostly explained by fees related to the award of a certification for responsible mineral exploration in the first quarter of 2025.
LIQUIDITY AND CAPITAL RESOURCES
For the three-month period ended March 31, 2025, the Corporation incurred exploration and evaluation expenses of $2,722,230 compared with expenses of $1,116,602 for the same period in 2024. This increase is explained by the acceleration of drilling and exploration activities at the O'Brien Gold Project compared to the same period in 2024.
Administration costs incurred by the Corporation during the three-month period ended March 31, 2025, were $664,680 compared with expenses of $457,366 for the same period in 2024. Principal differences having effect on treasury have been explained above.
As at March 31, 2025, the Corporation had cash and cash equivalents and guaranteed investments in the amount of $5,859,426 compared with $7,408,140 on March 31, 2024.
As at March 31, 2025, Government taxes and mining taxes receivable represent $955,698 compared with expenses of $222,901 for the same period in 2024.
As at March 31, 2025, deposit and prepaid expenses on exploration and evaluation represented $302,699 compared to $0 as at March 31, 2024.
The Corporation holds 24,000,000 shares of Renforth Resources Inc. as a long-term investment. On March 31, 2025, these shares represented a value of $240,000.
On March 31, 2025, the warrants outstanding if exercised could represent additional funding in the amount of $1,481,694.
The Corporation's principal source of financing is equity financing, the success of which depends on venture capital markets, the attractiveness of exploration companies for investors, and metal prices. To continue its exploration activities and be able to support its ongoing operations, the Corporation expects that it will have to continue to maintain and enhance relations with investors and other capital market participants, with the aim of raising additional equity financing going forward.
CURRENT DEVELOPMENTS
Drill Program Expansion and Exploration Priorities
Subsequent the end of the first quarter, on May 21, 2025, the Corporation announced an expansion and extension of its current drill exploration program at its 100%-owned O'Brien Gold Project located in the Abitibi region of Québec. This program expansion follows the recent completion of Radisson's successful
Radisson Mining Resources Inc.
C$12 million financing and ongoing drilling that is demonstrating significant gold mineralization below the historic mine workings and the Project’s current Mineral Resources.
$12 million Oversubscribed Private Placement
Subsequent the end of the first quarter, on May 15, 2025, the Corporation announced that it had closed a private placement of Class A common shares and Class A common shares qualifying as flow-through shares for total gross proceeds of $12,070,000 to the Corporation.
High-Grade Gold Mineralization Beneath the Historic O’Brien Gold Mine, Including 29.93 g/t Au over 2.2 Metres
Subsequent the end of the first quarter, on April 2, 2025 the Corporation announced drill assay results from three new drill holes at its O’Brien Gold Project, revealing high-grade gold mineralization beneath the historic O’Brien Gold Mine. The drill holes intersected significant gold grades, including 29.93 g/t over 2.2 metres, demonstrating the continuity of multiple veins at depth. These results were part of Radisson’s ongoing exploration efforts to extend mineralization below the existing resources and historic mine workings.
UL ECOLOGO Certification for Responsible Mineral Exploration
On March 4, 2025 the Corporation announced that it has received UL 2723 ECOLOGO® Certification for Mineral Exploration Companies recognising Radisson’s commitment to best practices for responsible development in the mineral exploration industry.
Positive Metallurgical Study at O’Brien and Update on Milling Assessment at IAMGOLD’s Complex
On February 3, 2025 the Corporation announced positive results of a metallurgical study at the O’Brien Gold Project, which achieved gold recoveries between 86% and 96% using various flow sheet options. The study was conducted in collaboration with IAMGOLD Corporation to assess the feasibility of processing mined material at IAMGOLD’s Doyon mill.
2025 Outlook and Exploration & Development Plans for the O’Brien Gold Project
On January 13, 2025 the Corporation announced its exploration plans for 2025. A total exploration budget of approximately C$6.8M has been established for 2025, including all drilling and assay costs, surface stripping and trenching, personnel, permitting costs and site support. This will be fully funded from Radisson’s existing treasury. The 2025 program includes: 22,000 metres of exploration drilling; exploration for the O’Brien Jewellery Box, including surface stripping and trenching; completion of metallurgical and milling assessment, and a Preliminary Economic Assessment; and, expanded environmental baseline assessment and community engagement.
Radisson Mining Resources Inc.
O'BRIEN GOLD PROJECT
The O'Brien Gold Project is an exploration and development project centred on the historic O'Brien Gold Mine located in the Abitibi region of Québec on the prolific Larder Lake-Cadillac Break ("LLCB"). The O'Brien Gold Mine is reported to have produced more than 500,000 ounces of gold between 1926 and 1957 at an average grade of more than 15 g/t Au. In March 2023 the Corporation completed an updated Mineral Resource Estimate ("MRE") for the Project based on approximately 300,000 metres of new exploration drilling. Since late 2023 the Corporation has been engaged in additional exploration drill programs aimed at expanding the scope of mineralization along several steeply dipping high-grade mineralized trends to the east of the O'Brien Mine and, in particular, below the current Mineral Resources and historical mine workings.
In September 2024, the Corporation entered into a Memorandum of Understanding with IAMGOLD Corporation to assess the design criteria for processing mined material from Radisson's O'Brien Gold Project at the nearby Doyon gold mill, part of IAMGOLD's Doyon-Westwood mine complex. The Corporation completed a program of metallurgical work under this milling assessment, demonstrating recoveries of between 86% and 96% using various flow sheet options, each of which was compatible with the Doyon facility.
Upon the completion of this work, the Corporation commenced a program of mine design and preliminary economic assessment for O'Brien, predicated upon use of a third-party mill. The Corporation further commenced certain environmental studies and community engagement in support of a future potential O'Brien mining operation.
In 2020, the Corporation acquired the adjacent New Alger property expanding its land holding to approximately 5.2 km along the LLCB and adding 74 square kilometres of prospective land in the adjacent Pontiac sediments.
Mineral Resource Estimate on the O'Brien Gold Project, March 2023
The Project's March 2023 MRE was prepared in accordance with the National Instrument 43-101 ("NI 43-101") by the independent firm SLR Consulting (Canada) Ltd ("SLR").
The MRE is based on 1,079 drill holes representing 299,200 m of drilling, and 120,352 assay samples. Mineralized wireframes representing vein structures were prepared in Leapfrog Geo software by Radisson and reviewed and adopted by SLR.
O'Brien Gold Project - Mineral Resource Estimate, March 2, 2023
| Cut-off Grade | Indicated Mineral Resources | Inferred Mineral Resources | ||||
|---|---|---|---|---|---|---|
| Tonnage | Grade | Metal | Tonnage | Grade | Metal | |
| (t) | (g/t Au) | (oz Au) | (t) | (g/t Au) | (oz Au) | |
| 4.5 g/t Au | 1,517,000 | 10.26 | 501,000 | 1,601,000 | 8.66 | 446,000 |
- CIM (2014) definitions were followed for Mineral Resources.
- Mineral Resources are reported above a cut-off grade of 4.5 g/t Au based on a C$230/t operating cost and 1.25 exchange rate.
- Mineral Resources are estimated using a gold price of US$1,600/oz Au and a metallurgical recovery of 85%.
- Bulk density varies by deposit and lithology and ranges from 2.00 g/cm³ to 2.82 g/cm³.
Radisson Mining Resources Inc.
- Vein wireframes were modelled at a minimum width of $1.2\mathrm{m}$ .
- A $40\mathrm{g / t}$ Au capping level was applied.
- Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
Figure 1: The O'Brien Gold Project, from Thompson-Cadillac/West O'Brien in the west through the O'Brien Mine to East O'Brien in long section and plan view, with current Mineral Resources.
PROPERTY PORTFOLIO
Radisson has a portfolio of two properties, covering a total area of 9,032 hectares in the Abitibi-Témiscamingue and Nord-du-Québec regions of Québec, Canada. Canada's political system is stable, and Québec has attractive tax benefits, access to a qualified workforce and suppliers recognized for their expertise in the mining sector. In May 2024, the Fraser Institute ranked Québec 5th in the world for its attractiveness investment for mining development. Radisson's primary project, the O'Brien Gold Project, is located along the world-renowned Larder-Lake-Cadillac Break, which has hosted the majority of gold deposits in the Abitibi Greenstone Belt.
Radisson Mining Resources Inc.
10
Radisson Mining Resources Inc.
Properties in Québec
(as at March 31, 2025)
| Property | Number of Claims | Area (hectare) | Mineralization | Interest |
|---|---|---|---|---|
| Douay | 30 | 1,606 | Gold | 100% |
| O'Brien | 147 | 7,426 | Gold | 100% |
| Total | 177 | 9,032 |
Although Radisson intends to concentrate its efforts on the O'Brien Gold Project, the Corporation has 100% ownership of the Douay property located in the James Bay territory. In 2023, Radisson completed the compilation and interpretation of drilling and geophysical data on the property, outlined exploration targets and completed field recognition for future exploration programs on this strategically located land package.
EXPLORATION PROGRAM
Following the completion of the March 2023 MRE, the Corporation re-commenced an exploration drill program at O'Brien designed to increase the scope of gold mineralization and add new mineral resources. Between late 2023 and 2024 the Corporation completed approximately 35,000 metres of drilling. In January 2025, the Corporation approved an additional 22,000 metres which was expanded in May 2025 by an additional 30,000-40,000 metres. Approximately 18,000 metres of the new drilling will be completed in 2025 with the balance of the new drilling to be completed in 2026.
Given current geological understanding and refinement of the geological model, the Corporation estimates there is strong potential for additional high-grade gold trends to be discovered along the 5.2 km prospective land package on the LLCB. The property remains underexplored 750 m to the east of the current Mineral Resources and 2.5 km to the west of the former O'Brien mine.
In particular, the Corporation believes there is significant potential to add new mineral resources at depth. Since late 2024, the Corporation has been pursuing an exploration strategy of drilling deep exploratory pilot holes with directional wedges below the base of the historic mine workings and the current MRE. Between September and December 2024, the Corporation released the results of several drill holes that successfully intersected high grade gold mineralization at significant step outs below previous drilling. In September 2024, Radisson intersected 27.61 g/t Au over 6.0 metres including 102.0 g/t Au over 1 metre at 1,100 metres vertical depth, 170 metres below previous drilling. In December 2024, Radisson released the results of the deepest hole ever drilled at the Project and the first hole drilled directly below the historic O'Brien Mine workings. Sheared, altered and mineralized rocks of the Piché Group, the dominant host rocks for O'Brien gold mineralization, were intersected at approximately 1,500 metres vertical depth, 500 metres below previous drilling, and returned 242.0 g/t Au over 1.0 metre within a mineralized interval that averaged 31.24 g/t Au over 8.0 metres. In April 2025, the Corporation released the results of the first three directional wedges drilled from this deep hole, all of which returned additional high-grade gold intercepts, delineating a large zone of multiple veins with good continuity. In May 2025, the Corporation highlighted the multiple instances of coarse visible gold being logged both within deep holes with published assay results and those for which assay results were still pending.
In December 2024, the Corporation also announced the likely rediscovery of the "Jewellery Box", an historic mining stope believed to be the source of extremely high-grade and museum quality gold samples, with a drill intercept of 643.1 g/t Au over 2.1 metres, including 1,345.0 g/t Au over 1.0 metre.
Given the progress of the ongoing exploration programs, the Corporation believes an exploration target of between 3 and 4 million ounces is a reasonable objective for the Project should the current density of gold
mineralization, in ounces per vertical metre, continue to a nominal exploration horizon of 2,000 metres depth.
By the end of the current program, Radisson will have completed a total of 80,000-90,000 metres of new drilling since the publication of the 2023 MRE. At this time the Company will assess the completion of an updated Mineral Resource estimate. Current and future drilling will be designed to attain a drill-hole density appropriate, at a minimum, to an Inferred Mineral Resource.
The Corporation has also been pursuing an early-stage exploration program on the 74 km² New Alger portion of the O'Brien Gold Project, a recently acquired land package located south of the town of Cadillac. During 2022-2023 till sampling and prospecting at New Alger, prospecting samples with gold grades up to 7.33 g/t Au were discovered in addition to a gold-rich soil anomaly with a strike length exceeding 2 km. The geological characteristics of New Alger are similar to those of historical and operating mines in the area, with presence of potentially prolific shear zones, intermediate to felsic dykes and intrusions. While the O'Brien area remains Radisson's top priority, the Corporation believes the New Alger area represents a low-cost opportunity where vast landholding has potential to yield new gold discoveries.
PROJECT DEVELOPMENT PROGRAM
In 2024, the Corporation entered a Memorandum of Understanding with IAMGOLD Corporation to assess the design criteria for processing mined material from the O'Brien Gold Project at the nearby Doyon gold mill, part of IAMGOLD's Doyon-Westwood mine complex. To conduct this milling assessment, the Corporation retained Ausenco Engineering Canada ULC and commenced a program of metallurgical work at the Lakefield, Ontario facilities of SGS Canada Inc.
In February, 2025, the Corporation released the results of the metallurgical study and milling assessment. Gold recoveries of between 86% and 96% were obtained based on a series of flow sheet options, all of which are compatible with the Doyon mill with minimal or modest additional capital.
Highlights were as follows:
- Gold recovery of 86% based on a simple flow sheet of Gravity-Leach;
- Gold recovery of 90% based on a Gravity-Flotation-Regrind-Leach flow sheet;
- Gold recoveries of between 94% and 96% based on the sale of a flotation concentrate in a Gravity-Flotation-Concentrate Sale flow sheet after consideration for payability factors of 90% to 95% respectively; and
- Average arsenic values of 4% to 0.5% in whole rock and 4.6% in flotation concentrate, consistent with precedent projects in Québec's Abitibi and offtake threshold limits for concentrates of high-grade gold projects.
The results of the milling assessment demonstrated processing optionality for O'Brien, including at the Doyon mill. In January 2025 the Corporation announced its intention to complete a Preliminary Economic Assessment for the Project assuming offsite milling and utilizing the current 2023 Mineral Resource Estimate for mine planning. Radisson retained Ausenco for processing design, infrastructure and financial modelling, InnovExplo (part of Norda-Stelo Inc.) for mine design and mine scheduling, and BBA Inc. for water management, surface facilities, and a review of the Project's environmental assessment and permitting requirements. In addition, BBA Inc. were retained to undertake certain environmental baseline data acquisition programs and environmental assessment studies to supplement the Corporation's existing environmental programs.
Radisson Mining Resources Inc.
COMMUNITY ENGAGEMENT
The O'Brien Gold Project is located within the township of Cadillac in the municipality of Rouyn-Noranda and the Abitibi- Témiscamingue region of Quebec. Several communities are within an area of expected economic and social influence of the Project, including the first nations communities of Pikogan FN (Abitibiwinni) and Long Point FN (Anishinabeg). Radisson is committed to maintaining an open and respectful dialogue with all of its neighbouring communities at each step of its growth. The Corporation believes that responsible resource development must be based on trust-based relationships with all stakeholders. The Corporation has commenced a program of community engagement based on the principles of transparency, open communication and mutual benefit, designed to provide information on Radisson's current and future potential operations, and to seek community feedback and engagement.
SELECTED ANNUAL INFORMATION (IFRS)
The following table summarizes selected key financial data from the Corporation's balance sheet of the last three fiscal years:
| Fiscal year ended December 31 | |||
|---|---|---|---|
| 2024 $ | 2023 $ | 2022 $ | |
| Total assets | 63,218,228 | 56,854,538 | 49,533,553 |
| Revenues | 363,658 | 147,740 | 63,505 |
| Net income (loss) | (2,169,947) | (835 308) | (1,984,145) |
| Net income (loss) per share | (0.007) | (0.003) | (0.007) |
EQUITY FINANCING
Options
- During the year, 921,000 options were exercised for total amount of $202,441. An amount of $70,211 was recorded as an increase in the share capital under Reserves-Settlement under Equity.
INFORMATION ON OUTSTANDING SECURITIES
Share Capital
As at March 31, 2025 the Corporation's share capital consisted of 346,013,684 (2024, 320,514,956) class A common shares issued and outstanding.
| March 31, 2025 | March 31, 2024 | |||
|---|---|---|---|---|
| Class A shares | Amount | Class A shares | Amount | |
| Issued and paid | $ | $ | ||
| Balance, beginning of year | 345,092,684 | 81,914,936 | 319,914,956 | 75,619,485 |
| Exercised options | 921,000 | 202,441 | 600,000 | 106,026 |
| Balance, end of year | 346,013,684 | 82,117,377 | 320,514,956 | 75,725,511 |
Radisson Mining Resources Inc.
Stock Purchase Options
The Corporation has an option plan for its directors, officers, employees and consultants. As at March 31, 2025, a maximum of 25,000,000 (2024, 25,000,000) common shares of the Corporation may be issued pursuant to that stock option plan. As at March 31, 2025, options to purchase 16,888,805 (2024, 14,894,805) common shares were issued and outstanding.
| March 31, 2025 | March 31, 2024 | |||
|---|---|---|---|---|
| Number | Weighted average exercise price | Number | Weighted average exercise price | |
| $ | $ | |||
| Outstanding at beginning | 17,809,805 | 0.194 | 16,419,805 | 0.188 |
| Expired | - | - | (925,000) | 0.231 |
| Exercised | (921,000) | 0.144 | (600,000) | 0.120 |
| Outstanding at the end | 16,888,805 | 0.196 | 14,894,805 | 0.190 |
| Options exercisable at the end | 15,688,806 | 0.196 | 14,192,305 | 0.191 |
Warrants
Each warrant entitles the holder to acquire one class A common share of the Corporation.
The exercise prices and the maturing dates of the warrants are variable, depending on their issuance date.
For the three-month period ended March 31, 2025, the Corporation did not issue warrants (0 in 2024) and 11,032,043 warrants were outstanding on March 31, 2025 (2024, 8,385,031).
| March 31, 2025 | March 31, 2024 | |||
|---|---|---|---|---|
| Number | Weighted average exercise price | Number | Weighted average exercise price | |
| $ | $ | |||
| Outstanding at beginning | 11,032,043 | 0.32 | 8,385,031 | 0.27 |
| Outstanding at the end | 11,032,043 | 0.32 | 8,385,031 | 0.27 |
STOCK MARKET
The Corporation's shares have been listed on the stock market under the symbol RDS since 1986. Radisson is a "Venture Issuer" on the TSX Venture Exchange (TSX-V).
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Following are the details of royalties and contractual obligations held by Radisson on third parties' properties:
Massicotte: In favour of Radisson, a 2% NSR royalty on the claims that make up the property. The property owner can purchase the first half of the NSR royalty for a cash payment of $1,000,000 and the second half for an additional cash payment of $2,000,000.
Following are the details of royalties and contractual obligations held by third parties on Corporation's O'Brien, Kewagama and New Alger properties (combined under the name O'Brien):
Radisson Mining Resources Inc.
- O'Brien: 1 million dollars cash payment in the event of commercial production
- Kewagama: 2% net smelter return (NSR) royalty
- New Alger:
- 3% NSR on certain mining claims replacing the old mining concession known as CM240-PTA
- 2% NSR on certain mining claims replacing the old mining concession known as CM240-PTA
- 1% NSR on certain mining claims in the southern portion of the property
- 1.5-million-dollar cash contingent payment related to the New Alger property shall be payable to Renforth Resources Inc. on the earliest of: (i) a Change of Control of the Corporation, (ii) the declaration by the Corporation of Commercial Production of the Project, and (iii) a sale of the Project for proceeds of more than $40,000,000.
RELATED PARTY TRANSACTIONS AND COMMERCIAL OBJECTIVES
During the three-month ended March 31, 2025, the Corporation incurred the following transactions with key management and officers of the Corporation and companies owned by directors.
The remuneration of key management (President & Chief Executive Officer, Chief Financial Officer, VP Exploration and directors) is:
| Three-month periods ended | ||
|---|---|---|
| March 31, 2025 | March 31, 2024 | |
| $ | $ | |
| Salaries and employee benefits | 189,115 | 44,769 |
| Experts and subcontractors (1) | - | 152,500 |
| 189,115 | 197,269 |
(1) The Experts and subcontractors' fees include a non-recurring severance payment of $137,500 following the termination of an agreement signed between the Corporation and an incoming executive during the period ended March 31, 2024.
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.
SUBSEQUENT EVENT
On May 15, 2025, the Corporation announced that it had closed a previously announced non-brokered private placement (the "Offering") for total gross proceeds of $12,070,000. Pursuant to the closing, Radisson issued: (i) 4,500,001 Class A common shares of the Company ("Common Shares") at a price of C$0.30 per Common Share, and; (ii) 31,529,411 Class A common shares of the Company (the "FT Shares"), which shall each qualify as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada) ("ITA") and section 359.1 of the Taxation Act (Québec) (the "Québec Tax Act"), at a price of C$0.34 per FT Share.
DISCLOSURE CONTROLS AND PROCEDURES
The President and Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining the Corporation's disclosure controls and procedures as defined in Multilateral Instrument 52-
Radisson Mining Resources Inc.
- These controls and procedures were evaluated as at March 31, 2025, and it was concluded that they were adequate and effective.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
The President and Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining internal controls over the Corporation’s financial reporting as defined in Multilateral Instrument 52-109. For the three-month for the period ended March 31, 2025, no changes were made to internal controls over financial reporting that would have materially affected, or would be reasonably considered to materially affect, the Corporation’s controls.
ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUES
The Corporation provides information on evaluation and exploration assets in Note 6 to the financial statements for the three-month for the period ended March 31, 2025. The Corporation has no research and development expenditures.
The Corporation has no deferred expenses other than evaluation and prospecting assets.
Regarding information in this MD&A on evaluation and prospecting assets, Management has concluded that the absence of depreciation during the three-month for the period ended March 31, 2025 is adequate.
BASIS OF PRESENTATION AND ADOPTION OF IFRS
These financial statements have been prepared by the Corporation’s management in accordance with International Financial Reporting Standards (“IFRS”).
These financial statements were prepared on a going concern basis, under the historical cost basis, except for the financial assets and financial liabilities revaluated at fair value through net profit or loss. The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires Management to exercise judgment when applying the Corporation’s accounting policies. The significant accounting policies applied in the preparation of these financial statements are summarized further in this MD&A.
The financial statements do not include draft standards that are still at the exposure draft stage with the International Accounting Standards Board (IASB) and standards published and approved by the IASB, but with an application date beyond March 31, 2025.
SIGNIFICANT ACCOUNTING POLICIES
In accordance with International Financial Reporting Standards (“IFRS”), the Corporation’s management must make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
Significant accounting policies and those that require the most judgment and estimates are:
Radisson Mining Resources Inc.
Evaluation and prospecting expenditures
The application of the Corporation’s accounting policy for evaluation and prospecting expenditures requires judgment in determining the degree to which the expenditure can be associated with finding specific mineral resources. The estimation process requires varying degrees of uncertainty, and these estimates directly impact the deferral of evaluation and exploration expenditures. The deferral policy requires Management to make certain estimates and assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditures have been capitalized, information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalized is written-off in the year when the new information becomes available.
Provisions and contingent liabilities
Judgments are made as to whether a past event has led to a liability that should be recognized in the financial statements or disclosed as a contingent liability. Quantifying these liabilities involves judgments and estimates. These judgments are based on a number of factors including the nature of the claims or dispute, the legal procedures and potential amount payable, legal advice received past experience and the probability of a loss being realized. Several of these factors are sources of uncertainty in estimates.
Impairment of mining properties and deferred prospecting and evaluation expenditures and property and equipment
For the purposes of assessing impairment, assets are combined at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at a cash-generating unit level.
Whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, an asset or cash-generating unit is reviewed for impairment.
- The right to explore the area has expired or will expire in the near future with no expectation of renewal;
- No further prospecting or evaluation expenditures in the area are planned or budgeted;
- No commercially viable deposits have been discovered, and the decision has been made to discontinue exploration in the area;
- Sufficient work has been performed to indicate that the carrying amount of the expenditure carried as an asset will not be fully recovered.
Additionally, when technical feasibility and commercial viability of extracting a mineral resource are demonstrable, the prospecting and evaluation assets of the related mining property are tested for impairment before these items are transferred to property and equipment.
An impairment loss is recognized in profit or loss for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less cost to sell and its value in use.
An impairment loss is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying amount.
Radisson Mining Resources Inc.
Critical accounting estimates and judgments
The preparation of financial statements requires Management to make estimates, assumptions and judgments with respect to future events. These estimates and judgments are constantly challenged. They are based on past experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The actual results are likely to differ from the estimates, assumptions and judgments made by Management, and will rarely be identical to the estimated results. The following paragraphs describe Management's most critical estimates and assumptions in the recognition and measurement of assets, liabilities and expenses and Management's most critical judgments in applying accounting policies.
Share-based compensation and payments and fair value of warrants
The estimation of share-based compensation costs and fair value of warrants requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The Corporation has made estimates as to the volatility of its own shares, the expected life of options, the exercise period of these options as well as the expected forfeitures. The valuation model used by the Corporation is the Black & Scholes model.
Deferred tax liabilities and assets
Deferred tax liabilities and assets are measured at tax rates expected in the period during which the asset is realized or the liability is settled, based on tax rates (and tax laws) that are enacted or substantively enacted at the end of the period for submission of financial information. The measurement of liabilities and deferred tax assets reflects the tax consequences that follow from the manner in which the Corporation expects, at the end of the period for submission of financial information, to recover or settle the carrying amount of its assets and liabilities.
ENVIRONMENTAL AND OTHER REGULATIONS
Existing and future environmental legislation, regulations and measures could give rise to additional costs, capital expenditures, restrictions and delays in the Corporation's activities that are unpredictable in scope. The requirements of environmental regulations and standards are under constant evaluation and can be increased considerably, which could seriously affect the Corporation's business or its ability to develop its properties economically. Before production can begin on a property, the Corporation must obtain regulatory and environmental approvals; there is no assurance that these approvals will be obtained or can be obtained in a timely manner. The costs of changes in government regulations can also reduce the profitability of operations or completely preclude the economic development of a property.
RISKS AND UNCERTAINTIES RELATED TO EXPLORATION
Mineral exploration involves a high degree of risk. Few properties explored are put into production. Unusual or unexpected rock formations, fires, power outages, labour disputes, floods, explosions, cave-ins, landslides, and problems in obtaining qualified workers and appropriate or adequate machinery or equipment are other risks involved in carrying out exploration programs.
Radisson Mining Resources Inc.
The economics of developing resource properties are affected by many factors, including operating costs, variations in the grade of ore mined, fluctuations in metal markets, processing equipment costs and other factors such as Aboriginal land claims, government regulations, especially regulations relating to royalties, allowable production, importing and exporting natural resources, and environmental protection. Depending on the price of the natural resources produced, the Corporation can determine that it is not appropriate to begin or continue commercial production. There is no certainty that amounts spent by the Corporation in exploring its mineral properties will lead to the discovery of commercial quantities of ore. Most exploration projects do not result in the discovery of commercially mineable ore deposits. The reader should carefully consider these risks as well as the information disclosed in the Corporation's financial statements, and other publicly filed documents of the Corporation, which are available electronically on SEDAR+ (www.sedarplus.ca) under the Corporation's issuer profile.
RISKS RELATED TO FINANCING AND DEVELOPMENT
The development of the Corporation's properties therefore depends on its ability to obtain the necessary additional financing. There is no assurance that it will be successful in obtaining the required financing. Furthermore, putting resource properties into production depends on obtaining the services of experienced personnel or of coming to agreements with other large resource companies that can provide the expertise.
MARKET FORCES
Factors beyond the Corporation's control can influence the marketability of the gold or any other mineral discovered. The price of resources has fluctuated considerably, especially over the past few years. The impact of these factors cannot be accurately predicted.
UNINSURED RISKS
The Corporation can be held liable for the results of cave-ins, pollution, or other risks against which it cannot or may elect not to insure because of the high cost of premiums or for other reasons. The payment of these liabilities could reduce or eliminate the funds available for exploration and mining activities.
OTHER MD&A REQUIREMENTS
Additional information about the Corporation is available on SEDAR+ (www.sedarplus.ca).
Rouyn-Noranda, Québec, Canada
May 28, 2025
(s) Matthew Manson
Matthew Manson
President & CEO
(s) Hubert Parent-Bouchard
Hubert Parent-Bouchard
Chief Financial Officer
Radisson Mining Resources Inc.