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Radisson Mining Resources Inc. Interim / Quarterly Report 2024

Nov 20, 2024

42871_rns_2024-11-20_d01ead6d-ae4e-40d9-a3e3-37b2c8f90924.pdf

Interim / Quarterly Report

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CONDENSED UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024

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, 2024 and the Condensed Interim Statements of net loss, Comprehensive Loss, Changes in equity and Cash Flows for the nine-month period ended September 30, 2024.

CORPORATE INFORMATION

Business Place

C.P. 307 Succ. Bureau Chef Rouyn-Noranda, Québec, J9X 5C3 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, 2024 December 31, 2023
(unaudited) audited
$ $
Assets
Current:
Cash and cash equivalents (Note 3) 4,583,576 1,916,920
Guaranteed investment certificates (Note 3) - 6,761,699
Government taxes and mining taxes receivable 150,805 165,622
Other accounts receivable 1,190 1,190
Deposit on contracts 19,229 55,333
Prepaid expenses 154,320 128,036
4,909,120 9,028,800
Non-current:
Investments (note 3) 240,000 600,000
Property and equipment (note 4) 298,866 316,785
Prospecting and evaluation assets (note 5) 51,007,212 46,908,953
56,455,198 56,854,538
Liabilities
Current:
Accounts payable and accrued liabilities 1,157,711 477,524
Non-current:
Deferred income and mining taxes 5,313,833 5,313,833
Other liability related to flow-through shares (note 6) 177,681 1,104,613
6,649,225 6,895,970
Equity:
Capital stock (note 7) 75,860,611 75,619,485
Equity settled reserve 7,647,050 7,334,264
Warrants (note 7) 453,031 453,031
Deficit (34,154,719) (33,448,212)
49,805,973 49,958,568
56,455,198 56,854,538

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 20, 2024.

(s) Matt Manson

Matt Manson President and Chief Executive Officer

(s) Hubert Parent-Bouchard

Hubert Parent-Bouchard Chief Financial Officer

2

Radisson Mining Resources Inc.

RADISSON MINING RESOURCES INC.

Condensed interim statements of net loss

For the nine-month periods ended September 30

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
(unaudited) 2024 2023 2024 2023
$ $
Administration costs:
Salaries and employee benefits (note 8) 115,369 49,644 227,251 235,732
Stock-based compensation and payments 107,900 14,663 389,186 294,164
Experts and subcontractors (note 8) 32,950 60,860 401,153 146,666
Professional fees 1,500 6,072 144,901 61,995
Investor relations and communication 78,508 56,063 173,143 130,121
Listing and registration fees 12,709 14,806 61,035 63,364
Office supplies 11,208 16,629 36,489 34,066
Insurance, taxes and licenses 14,133 13,792 38,796 41,523
Interest and bank charges 362 342 1,145 1,263
Income Tax Part XII.6 - 87 20,810 3,597
Telecommunications 588 1,111 3,980 3,453
Depreciation of property, and equipment (note 4) 23,583 53,861 71,847 137,660
Maintenance of a mining site - 161 280 4,413
398,810 288,091 1,570,016 1,158,017
Other expenses (revenues)
Change in fair value of investments 240,000 - 360,000 120,000
Interest income (102,651) (38,222) (296,577) (97,485)
Loss (gain) on foreign exchange transaction - - - (220)
137,349 (38,222) 63,423 22,295
Loss before income and deferred taxes (536,159) (249,869) (1,633,439) (1,180,312)
Income and deferred taxes (note 6) 362,854 86,543 926,932 499,282
Net Loss (173,305) (163,326) (706,507) (681,030)
Basic and diluted net lossper share (0.001) (0.001) (0.002) (0.002)
Weighted average number of shares outstanding
(note 9) 320,489,477 287,782,018 320,489,477 287,782,018

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

3

Radisson Mining Resources Inc.

RADISSON MINING RESOURCES INC.

Condensed interim statements of changes in equity

For the nine-month period ended September 30, 2024

Equity
settled
(unaudited) Capital stock reserve Deficit Warrants Total equity
$ $ $ $ $
Balance as at December 31, 2023 75,619,485 7,334,264 (33,448,212) 453,031 49,958,568
Share-based compensation and payments - 389,186 - - 389,186
Exercised Options 241,126 (76,400) - - 164,726
75,860,611 7,647,050 (33,448,212) 453,031 50,512,480
Net loss for period - - (706,507) - (706,507)
Balance as at September 30, 2024 75,860,611 7,647,050 (34,154,719) 453,031 49,805,973

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

4

Radisson Mining Resources Inc.

RADISSON MINING RESOURCES INC.

Condensed interim statements of changes in equity

For the nine-month period ended September 30, 2023

(unaudited) Capital stock
Equity
settled
reserve
Deficit
Warrants
Total equity
Balance as at December 31, 2022
Issuance of common shares
Issuance of flow-through shares
Shares issuance costs
Stock-based compensation and payments
Expired Warrants
Granted Warrants
Exercised Options
Net Loss for period
Balance as at September 30, 2023
$ $ $ $ $ 69,335,871
7,052,296
(32,612,904)
27,013
43,802,276
572,000
-
-
-
572,000
1,207,040
-
-
-
1,207,040
(74,688)
-
-
-
(74,688)
-
294,164
-
-
294,164
-
27,013
-
(27,013)
-
(93,633)
-
-
93,633
-
200,435
(76,285)
-
-
124,150
71,147,025
7,297,188
(32,612,904)
93,633
45,924,942
-
-
(681,030)
-
(681,030)
71,147,025
7,297,188
(33,293,934)
93,633
45,243,912

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 nine-month periods ended September 30

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
(unaudited) 2024 2023 2024 2023
$ $
OPERATING ACTIVITIES:
Net loss (173,305) (163,326) (706,507) (681,030)
Non-cash items:
Depreciation of property, plant and equipment 23,583 53,861 71,847 137,660
Stock-based compensation and payments (107,900) 14,663 389,186 294,164
Income taxes and deferred taxes (note 6) (362,854) (86,543) (926,932) (499,282)
Unrealized loss (gain) on investments 240,000 - 360,000 120,000
Net change in non-cash working capital items (note 10) 765,978 81,703 704,824 192,975
Cash flow from operating activities 601,302 (99,642) (107,582) (435,513)
INVESTING ACTIVITIES:
Acquisition of property and equipment (51,000) (56,335) (53,928) (57,325)
Increase in evaluation and exploration assets (note 5) (1,597,265) (604,369) (4,098,259) (1,637,324)
GIC maturity (acquisition) - - 6,761,699 -
Cash flow from investing activities (1,648,265) (660,704) 2,609,512 (1,694,649)
FINANCING ACTIVITIES:
Capital stock issuance, options, and warrants exercise - - 164,726 2,429,571
Share issuance cost - (1,645) - (74,688)
Cash flow from financing activities - (1,645) 164,726 2,354,883
INCREASE (LOSS) IN CASH AND CASH
EQUIVALENTS (1,046,963) (761,991) 2,666,656 224,721
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 5,630,539 4,070,224 1,916,920 3,083,512
CASH AND CASH EQUIVALENTS, END OF PERIOD 4,583,576 3,308,233 4,583,576 3,308,233

Additional Information – Cash flows (note 10)

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

6

Radisson Mining Resources Inc.

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements September 30, 2024

1. Description of the business and liquidity risk

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 in Rouyn-Noranda, Province of Quebec, Canada. Its common shares are listed on TSX Venture Exchange under the symbol RDS and on the OTCQB under the symbol RMRDF.

As at September 30, 2024, the Corporation had a working capital of $3,751,408 (2023, $4,027,509). Management of the Corporation believes that it has sufficient funds to maintain the status of its current obligations and keep its properties in good standing, to pay its ongoing general and administrative expenses and to meet its liabilities, obligations, and existing commitments beyond the ensuing 12 months as they fall due. Management is actively targeting sources of additional financing through alliances with financial, exploration and mining entities, through issuance of shares, share purchase options, warrants or other business and financial transactions which would assure continuation of the Company’s operations and exploration programs. While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Corporation or that they will be available on terms which are acceptable to the Corporation.

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, 2023, and the interim condensed financial statements for the trimester ended September 30, 2024. The accounting policies are presented in the audited financial statements for the year ended December 31, 2023, 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 and cash equivalents

September 30, 2024 September 30, 2023
$ $
High interest accounts 4,583,576 3,308,233
Cash and cash equivalents 4,583,576 3,308,233
September 30, 2024 December 31, 2023
$ $
Investments
24,000,000 shares of Renforth Resources Ltd. a public company 240,000 600,000
240,000 600,000

Radisson Mining Resources Inc.

7

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements September 30, 2024

4. Property and equipment

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

IT Other Mining Exploration Total
Equipment
Cost Equipment Equipment Infrastructures
$ $ $ $ $
----- End of picture text -----

Balance as at December 31, 2022
81,595
79,102
215,624
276,281
652,602
Acquisition
989
26,756
37,561
-
Disposal
-
-
-
-
65,306
-
Balance as at December 31, 2023
82,584
105,858
253,185
276,281
717,908
Acquisition
2,145
783
51,000
-
Disposal
-
-
-
-
53,928
-
Balance as at September 30, 2024
84,729
106,641
304,185
276,281
771,836
Accumulated amortization
Balance as at December 31, 2022
(50,458)
(49,589)
(111,934)
(69,122)
(281,103)
Amortization
(8,912)
(10,818)
(33,420)
(66,870)
(120,020)
Disposal
-
-
-
-
-
Balance as at December 31, 2023
(59,370)
(60,407)
(145,354)
(135,992)
(401,123)
Amortization
(4,957)
(9,929)
(22,336)
(34,625)
(71,847)
Disposal
-
-
-
-
-
Balance as at September 30, 2024
(64,327)
(70,336)
(167,690)
(170,617)
(472,970)
Net book value
Balance as at December 31, 2023
23,214
45,451
107,831
140,289
316,785
Balance as at September 30, 2024
20,402
36,305
136,495
105,664
298,866

5. Exploration and evaluation assets

Mining properties : Balance as at
December 31,
2023
Increase Tax credit Balance as at
September
30,
2024
QUEBEC $ $ $ $
O’Brien 4,460,521 - - 4,460,521
4,460,521 - - 4,460,521
Exploration and evaluation expenses:
O’Brien 42,251,760 4,097,124 - 46,348,884
Douay 196,672 1,135 - 197,807
42,448,432 4,098,259 - 46,546,691
46,908,953 4,098,259 - 51,007,212

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Radisson Mining Resources Inc.

RADISSON MINING RESOURCES INC.

Notes to the interim condensed financial statements September 30, 2024

5. Exploration and evaluation assets (continued)

Statements of exploration and evaluation

Exploration and evaluation assets (continued)
Statements of exploration and evaluation
For the three-month periods For the nine-month periods
ended September 30 ended September 30
2024 2023 2024 2023
$ $
Drilling 953,662 117,172 2,238,764 117,172
Assays 187,258 - 470,499 -
Salaries 198,060 266,649 731,221 827,269
Consultants and subcontractors 92,052 61,181 237,259 252,640
General exploration expenditures 166,233 159,367 420,516 440,243
Increase in exploration and evaluation expenses 1,597,265 604,369 4,098,259 1,637,324
Balance, at beginning 44,949,426 40,849,235 42,448,432 39,816,280
Balance,ending 46,546,691 41,453,604 46,546,691 41,453,604

6. Other liability related to flow-through shares

September 30, September 30,
$ $
Balance as at December 31, 2023 1,104,613 498,703
Increase for the period - 526,381
Decrease related to eligible exploration expenses incurred(1) (926,932) (499,282)
Balance as at September 30,2024 177,681 525,802

(1) The flow-through common share premium included in other liabilities that is derecognized through income as the eligible expenditures are incurred is included in Comprehensive gain (loss).

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, 2024 Class A shares Amount
$
Issued and paid:
Balance as at December 31, 2023 319,914,956 75,619,485
Options exercised(1) 1,300,000 241,126
Balance as at September 30, 2024 321,214,956 75,860,611
  • (1) Options

  • During the first nine months, 1,300,000 options were exercised for total amount of $241,126. An amount of $76,400 was recorded as an increase in the share capital under Reserves-Settlement under Equity.

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Radisson Mining Resources Inc.

RADISSON MINING RESOURCES INC.

Notes to the interim condensed financial statements September 30, 2024

7. Capital stock (continued)

September 30, 2023 Class A shares Amount
$
Issued and paid:
Balance as at December 31, 2022 284,946,858 69,335,871
Paid in cash(1) 3,177,777 572,000
Flow-through shares(2) 6,705,781 1,207,040
Options exercised(3) 967,500 200,435
Warrants(1) (2) - (93,633)
Share issuance costs - (74,688)
Balance as at September 30, 2023 295,797,916 71,147,025
  • (1) Class A common shares

  • In June 2023, the Corporation issued 3,177,777 units at $0.18 per unit for a total amount of $572,000. Each unit is composed of one class A share and ½ warrant. This resulted in the issuance of 1,588,888 warrants for a fair value of $50,845. Each warrant entitles the holder to acquire one common share at price of $0.27 for a period of 18 months.

  • In November 2023, the Corporation issued 2,468,898 units at $0.18 per unit for a total amount of $444,401. Each unit is composed of one class A share and ½ warrant. This resulted in the issuance of 1,234,449 warrants for a fair value of $65,426. Each warrant entitles the holder to acquire one common share at price of $0.27 for a period of 24 months.

  • (2) Flow-through shares

  • In June 2023, the Corporation issued 853,707 Federal flow-through shares at $0.205 per share for total amount of $175,010. An amount of $ 21,343 is accounted as “Other liability related to flow- through shares”.

  • In June 2023, the Corporation issued 3,235,297 Quebec flow-through shares at $0.235 per share for total amount of $760,295. An amount of $ 177,941 is accounted as “Other liability related to flow-through shares”.

  • In June 2023, the Corporation issued 2,616,777 Charity flow-through units at $0.305 per unit for total amount of $798,117. An amount of $ 327,097 is accounted as “Other liability related to flow-through shares”. Each unit is composed of one class A share and ½ warrant. This resulted in the issuance of 1,308,387 warrants for a fair value of $41,868. Each warrant entitles the holder to acquire one common share at an exercise price of $0.27 for a period of 18 months

  • In November 2023, the Corporation issued 2,194,806 Federal flow-through shares at $0.205 per share for total amount of $449,935.

  • In November 2023, the Corporation issued 10,603,336 Quebec flow-through shares at $0.225 per share for total amount of $2,385,701. An amount of $212,067 is accounted as “Other liability related to flow-through shares”.

  • In November 2023, the Corporation issued 8,500,000 Charity flow-through units at $0.32 per unit for total amount of $2,720,000. An amount of $679,003 is accounted as “Other liability related to flow-through shares”. Each unit is composed of one class A share and ½ warrant. This resulted in the issuance of 4,250,000 warrants for a fair value of $298,497. Each warrant entitles the holder to acquire one common share at an exercise price of $0.27 for a period of 24 months.

  • (3) Options

  • During the first nine months, 967,500 options were exercised for total amount of $124,150. An amount of $76,285 was recorded as an increase in the share capital under Reserves-Settlement under Equity.

Class A stock options:

An aggregate number of 25 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.

10

Radisson Mining Resources Inc.

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements September 30, 2024

7. Capital stock (continued)

Class A stock options (continued):

A summary of the situation as at September 30, 2024 is presented below:

Weighted
average
Options Number exercise price
Outstanding as at December 31, 2023 16,419,805 $0.188
Exercised (1,300,000) $0.128
Expired (3,150,000) $0.189
Granted 5,415,000 $0.179
Outstandingas at September 30,2024 17,384,805 $0.191
Options exercisable as at September 30,2024 16,518,139 $0.192

The following table summarizes the information relating to the stock options as at September 30, 2024:

Weighted average Number of options
Number of options outstanding Exercise price remaininglife exercisable
$ (years)
1,325,000 0.255 0.70 1,325,000
250,000 0.300 1.38 250,000
500,000 0.310 1.44 500,000
1,455,000 0.280 1.70 1,455,000
1,500,000 0.225 1.98 1,500,000
4,090,000 0.130 2.82 4,090,000
200,000 0.120 3.19 200,000
300,000 0.165 3.72 300,000
7,371,260 0.180 4.30 6,504,594
393,545 0.200 4.22 393,545
17,384,805 3.11 16,518,139

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:

Nine-month period ended
September 30, 2024
Expected volatility 66%
Share price at date of grant $0.18
Risk-free interest rate 3.45%
Expected dividend rate 0.00%
Estimated duration 5 years
Weighted average fair value atgrant date $0.104

Warrants:

A summary of the situation as at September 30, 2024 is presented below:

Weighted average
Number exercise price
Outstanding as at December 31, 2023 8,385,031 $0.27
Outstanding as at September 30, 2024 8,385,031 $0.27
Warrants exercisable as at September 30,2024 8,385,031 $0.27

11

Radisson Mining Resources Inc.

RADISSON MINING RESOURCES INC. Notes to the interim condensed financial statements September 30, 2024

7. Capital stock (continued)

Warrants: (continued)

The following table summarizes the information relating to the warrants as at September 30, 2024:

Outstanding Exercise price Expiration date
$ $
2,897,275 0.27 December 30, 2024
5,487,756 0.27 November 17, 2025
8,385,031 0.27

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, 2024
Warrants value $453,031
Expected volatility 72.58%
Risk-free interest rate 4.49%
Expected dividend rate 0.00%
Estimated duration (year) 1.83
Weighted average fair value atgrant date $0.054

8. Information on Related Parties

Related Party transactions

During the nine-month period ended September 30, 2024, the Corporation incurred no transactions with key management and officers of the Corporation, companies owned by directors. The remuneration paid or payable to key management (president & chief executive officer, chief financial officer and directors) was as follows:

Nine-month periods ended
September 30, 2024 September 30, 2023
$ $
Salaries and employee benefits charges 227,251 149,817
Experts and subcontractors(1) 272,500 55,000
Directors’ fees 63,750 32,500
Stock-based compensation 292,500 190,501
856,001 427,818

(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 June 30, 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. As at September 30, 2024 and 2023, there was no balance payable (2023, $0) relating to these transactions.

9. Basic and diluted net loss per share

Basic and diluted net lossper share
Nine-month periods ended
September 30, 2024 September 30, 2023
Net loss for the period $(706,507) $(681,030)
Weighted average number of shares 320,489,477 287,782,018
Lossper share $(0.002) $(0.002)

12

Radisson Mining Resources Inc.

RADISSON MINING RESOURCES INC.

Notes to the interim condensed financial statements September 30, 2024

10. Complementary information related to cash flows

Nine-month periods ended Nine-month periods ended
September 30, 2024 September 30, 2023
$ $
Net change in non-cash working capital items:
Deposit on contracts 36,104 (28,667)
Government taxes receivable & mining income taxes 14,817 117,351
Prepaid expenses (26,284) (53,085)
Accounts payable and accrued liabilities 680,187 157,376
704,824 192,975
Non-cash investing activities:
*Evaluation and exploration expenditures included in account payables and accrued liabilities 795,639 147,127

11. Subsequent events

On October 22, 2024, and October 29, 2024, the Corporation announced that it had closed the first tranche and second tranche of a previously announced non-brokered private placement (the “Offering”). Pursuant to the closing, Radisson issued (i) 7,421,038 Units of the Corporation at a price of $0.27 per Unit, (ii) 4,765,625 class A common share in the capital of the Corporation (the “Shares”) that qualifies as “flow-through share” (the “NFT Shares”) pursuant to subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) at a price of $0.32 per NFT Share; (iii) 6,016,012 Shares, that qualifies as a “flow-through share” (the “QFT Shares) as defined in subsection 66(15) of the Tax Act and section 359.1 of the Taxation Act (Québec) (the “Québec Tax Act”) at a price of $0.36 per QFT Share; and (iv) 2,777,778 Charity flow-through Units of the Corporation (the “CFT Units”) as defined the “Québec Tax Act” at a price of $0.47 per CFT Unit, representing total Gross proceeds of $7,000,000.24 to the Corporation.

13

Radisson Mining Resources Inc.