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Radisson Mining Resources Inc. Share Issue/Capital Change 2025
42871_rns_2025-09-26_7169d327-a7fe-4e07-b930-4ab35982ce93.pdf
Share Issue/Capital Change
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This Offering Document (the "Offering Document") constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom they may be lawfully offered for sale. This Offering Document is not, and under no circumstances is to be construed as a prospectus or advertisement or a public offering of these securities.
These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. This Offering Document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.
AMENDED OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION
September 26, 2025
RADISSON MINING RESOURCES INC.
(the "Company")
- SUMMARY OF OFFERING
What are we offering?
| Securities Offered: | 41,667,000Class A common shares (the “Common Shares”) of the Company (each, an “Offered Share”) (the “Offering”). |
|---|---|
| Offering Price per Security: | $0.60 per Offered Share |
| Offering Amount: | $25,000,200 |
| Closing Date: | Closing will occur on or about October 7, 2025, or on such date as may be agreed upon by the Company and the Underwriters. The closing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the conditional approval of the TSX Venture Exchange (“TSXV”). |
| Underwriters: | Cormark Securities Inc. will act as lead underwriter and sole bookrunner pursuant to an underwriting agreement, to be entered into with the Company for the Offering for and on behalf of a syndicate of underwriters (collectively, the “Underwriters”) under the Offering. The Underwriters |
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| shall purchase (with the right to arrange for substitute purchasers) from the Company, on a “bought deal” private placement basis, all of the Offered Shares. | |
|---|---|
| Jurisdictions: | The Offered Shares under the Offering will be offered on a private placement pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption in all of the Provinces of Canada. |
The Underwriters will also be entitled to offer the Offered Shares for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions. |
| Resale Restrictions: | The Offered Shares acquired under the Offering by investors resident in Canada under the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws. |
| Stock Exchange: | The Common Shares are listed on the TSXV under the trading symbol “RDS” and on the OTCQX marketplace in the U.S. (the “OTCQX”) under the symbol “RMRDF”. |
| Last Closing Price: | On September 25, 2025, the closing price of the Company’s Common Shares on the TSXV and the OTCQX was $0.69 and US$0.4672, respectively. |
No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this Offering Document. Any representation to the contrary is an offence. This Offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.
The Company is conducting a listed issuer financing under section 5A.2 of NI 45-106. In connection with this Offering, the Company represents the following is true:
- The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
- The Company has filed all periodic and timely disclosure documents that it is required to have filed.
- The Company is relying on the exemptions in Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Order”) and is qualified to distribute securities in reliance on the exemptions included in the Order.
- The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption and under the Order in the 12 months immediately preceding the date of the news release announcing this Offering, will not exceed $50,000,000.
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- The Company will not close this Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
- The Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Company seeks security holder approval.
All references in this Offering Document to “dollars” or “$” are to Canadian dollars, unless otherwise stated.
Cautionary Statement Regarding Forward-Looking Information
This Offering Document 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 exploration plans at the Company's Project (as defined below), including exploration results, timelines and anticipated costs; the results of the Company's PEA (as defined below); the Company's expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; the completion of the Offering and the date of such completion; and the completion of the Company's business objectives, and the timing, costs, and benefits thereof. 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 Company'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 Company's forward-looking information is qualified by the assumptions that are stated or inherent in such forward-looking information, including the assumptions listed below.
Although the Company believes that the assumptions underlying the forward-looking information contained in this Offering Document 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 Company'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 Company to proceed on schedule with its planned drilling programs; that skilled personnel and contractors will be available as the Company's 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 Company; and that the Company 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; regulatory approval for the Offering; completion of the Offering; public health crises; costs of exploration; the actual results of current exploration activities; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; errors in geological modelling; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; exploration results not being consistent with the
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Company's expectations; the supply and demand for, deliveries of, and the future prices of commodities; accidents, labour disputes and other risks of the mining industry; the availability of qualified employees and contractors; political instability; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; delays in obtaining governmental approvals or financing; and other risks of the mining industry.
Although the Company 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. Readers should consider reviewing the detailed risk discussion in the Company's disclosure documents filed on SEDAR+, for a fuller understanding of the risks and uncertainties that affect the Company's business and operations. Forward-looking information contained herein is given as of the date of this Offering Document and the Company 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.
Scientific and Technical Information
Disclosure of a scientific or technical nature in this Offering Document was prepared under the supervision of Mr. Richard Nieminen, P.Geo, (QC), a geological consultant for the Company and a Qualified Person for purposes of National Instrument 43-101- Standards of Disclosure for Mineral Projects. Mr. Nieminen is independent of the Company and the Project.
2. SUMMARY DESCRIPTION OF BUSINESS
What is our business?
The Company 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, and more than 500,000 ounces of gold between 1926 and 1957 at an average grade of more than 15 g/t Au. 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 0.58 million ounces (2.20 million tonnes at 8.2 g/t Au), with additional Inferred Mineral Resources estimated at 0.93 million ounces (6.67 million tonnes at 4.4 g/t Au).
Please see the NI 43-101 "O'Brien Gold Project Technical Report and Preliminary Economic Assessment, Québec, Canada" effective June 27, 2025 (the "PEA") and other filings made with Canadian securities regulatory authorities available at www.sedarplus.ca for further details and assumptions relating to the Project. The PEA is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized.
The Company's head and registered office is located at 50 du Petit-Canada Street, Rouyn-Noranda, Québec J0Y 1C0. The Common Shares are listed on the TSXV under the symbol "RDS" and on the OTCQX under the symbol "RMRDF".
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Recent Developments
The following is a brief summary of key recent developments involving or affecting the Company.
Expansion of Gold Mineralization at O'Brien with Latest Drill Results
On September 8, 2025, the Company announced assay results from 15 new drill holes at O'Brien. The 15 holes represent step-outs below the existing geological model, east of the historic O'Brien gold mine and are outside the scope of the PEA. All holes intersected mineralization in characteristic quartz-sulphide-gold veins, and 13 of the holes returned intercepts with grades and thicknesses consistent with the Project's existing mineral resources. These results continue to expand the scope of the Project's known gold mineralization.
Discovery of Visible Gold in Surface Trench
On July 28, 2025, the Company announced the discovery of a significant occurrence of coarse visible gold in a new surface trench excavated at O'Brien. The trench is the first of several planned for the 2025 summer exploration program at O'Brien and is located just thirty metres east of the O'Brien core shack and office complex, close to the projected surface extension of the celebrated "Jewellery Box" zone. Highest Grade Drill Intercepts Achieved to Date Beneath the O'Brien Gold Mine
On July 16, 2025, the Company announced that four of the reported drill holes are wedges completed from the previously reported pilot hole OB-24-337, the deepest hole ever drilled at the Project and the first drilled directly below the historic O'Brien mine workings. This pilot hole, and the first three wedge-extensions drilled from it all returned multiple, high-grade gold intercepts, delineating a large zone of gold-bearing veins with good continuity. An additional four wedges demonstrate the scale of this zone with the highest-grade intercepts yet achieved.
Positive Preliminary Economic Assessment for O'Brien
On July 9, 2025, the Company announced a positive preliminary economic assessment for the Project. This PEA builds upon the milling assessment completed earlier in 2025 that demonstrated the potential viability of processing O'Brien mined material at a neighbouring mill. The result is a low-cost and high-value project should a beneficial milling arrangement be secured. By taking advantage of existing infrastructure in the region, the study surfaces considerable value for O'Brien while minimizing its environmental impact. The high NPV to cost ratio demonstrates the efficient allocation of capital that this approach offers.
The PEA is developed from the existing MRE with a lower cut-off, yielding more ounces, more tonnes and better mining continuity at lower average grades. From that starting point, the Company is presenting a fully underground mine plan, at 1,160 tonnes per day from production stopes during steady-state operation and optimized at a cautious US$2,000/oz gold price assumption, delivering 740,000 ounces of gold to the mill at high margins over an 11-year life.
On August 21, 2025, the Company announced that it filed a technical report prepared in accordance with NI 43-101 in respect of the PEA, which report is titled "O'Brien Gold Project Technical Report and Preliminary Economic Assessment, Québec, Canada".
Readers are cautioned that the PEA is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized.
Drill Program Expansion and Exploration Priorities
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On May 21, 2025, the Company announced an expansion and extension of its current drill exploration program at O'Brien.
Closing of $12 Million Oversubscribed Private Placement
On May 15, 2025, the Company announced the closing of a previously announced non-brokered private placement for total gross proceeds of $12,070,000 (the “May 2025 Private Placement”). Pursuant to the closing, the Company issued: (i) 4,500,001 Common Shares at a price of $0.30 per Common Share, and (ii) 31,529,411 Common Shares, which shall each qualify as a "flow-through share" at a price of $0.34 per Common Share.
Insiders of the Company subscribed in the May 2025 Private Placement for a total of 509,360 Common Shares.
Gross proceeds received by the Company from the sale of these securities will be used to incur Canadian Exploration Expenses that are "flow-through mining expenditures" on the Project.
Expansion of High-Grade Gold Mineralization Beneath the O'Brien Gold Mine
On April 2, 2025, the Company announced drill assay results from three new drill holes at O'Brien which have all returned high-grade gold intercepts, delineating a large zone of multiple veins with good continuity. Highlights include intersects of 29.93 g/t Au over 2.2 metres, including 53.50 g/t Au over 1.2 metres and 4.54 g/t Au over 3.0 metres, including 7.61 g/t Au over 1.5 metres; 4.44 g/t Au over 6.4 metres, including 18.65 g/t Au over 1.2 metres; and 9.62 g/t Au over 1.4 metres.
High-Grade Gold Mineralization Beneath the O'Brien Gold Mine
On April 2, 2025, the Company announced drill assay results from three new drill holes at O'Brien, revealing high-grade gold mineralization beneath O'Brien. 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.
Assay Results from 2024 Drill Program at O'Brien
On February 26, 2025, the Company announced additional drill assay results from O'Brien. The 17 drill holes reported were completed as part of the 35,000 metres, 2024 drill program designed to increase the scope of gold mineralization at the Project with a combination of deep and shallow drill holes. The results represent shallower drilling at the margins and within the existing mineral resource over the Project's trends #1, #2 and #3. This new data continues to demonstrate the Project's characteristic narrow and high-grade gold mineralization within quartz-sulphide veins.
Positive Metallurgical Study at O'Brien and Update on Milling Assessment at IAMGOLD's Complex
On February 3, 2025, the Company announced positive results of a metallurgical study at O'Brien, which achieved gold recoveries between 86% and 96% using various flow sheet options. The study was conducted in collaboration with IAMGOLD Corporation (“IAMGOLD”) to assess the feasibility of processing mined material from O'Brien at IAMGOLD's Doyon mill.
Deepest Hole Ever Drilled at the O'Brien Gold Project Intersects High Grade Gold Mineralization
On December 16, 2024, the Company announced it had drilled the deepest hole at O'Brien, intersecting high-grade gold mineralization including 242 g/t gold over 1 metre within a mineralized interval that averaged 31.24 g/t Au over 8.0 metres. This significant discovery, located 500 metres
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below the historic mine workings, suggests extensive gold mineralization at depth and implies substantial future upside potential for the Project.
Significant Drilling Discovery at O'Brien
On December 9, 2024, the Company announced a significant discovery at O'Brien, intersecting bonanza-grade gold with 643.1 g/t Au over 2.1 metres including 1,345 g/t Au over 1 metre. The drill hole OB-24-347 suggested the re-discovery of the famous "Jewellery Box" stope, known for high-grade gold specimens.
Additional High-Grade Drill Results at O'Brien
On October 30, 2024, the Company announced results from ten diamond drill holes completed at O'Brien, as part of the ongoing 35,000 metre drilling program. The ten drill holes reported represented both shallow and deep drilling on the Project's mineralized trends #1, #2 and #3. Included were two wedges performed on the deep drill hole OB-24-324, which returned 27.61 g/t gold over 6.0 metres with extensive visible gold at a depth 170 metres below the base of the existing mineral resource on trend #1. Also reported were results from drill hole OB-24-323 which represented a 100-metre step-out below the base of the mineral resource on trend #0. The new data, taken together, continued to demonstrate the extension of high-grade O'Brien mineralization to depth, where it remains open.
Closing of $7 Million Private Placement
On October 22, 2024, and October 29, 2024, the Company announced that it had closed the first tranche and second tranche of a previously announced non-brokered private placement for total gross proceeds of $7,000,000.24 to the Company (the "October 2024 Private Placement").
Pursuant to the closing of this October 2024 Private Placement, the Company issued (i) 7,421,038 units of the Company at a price of $0.27 per unit, (ii) 4,765,625 Common Shares in the capital of the Company that qualifies as "flow-through share" at a price of $0.32 per Common Share; and (iii) 6,016,012 Common Shares, that qualifies as a "flow-through share" at a price of $0.36 per Common Share and (iv) 2,777,778 charity flow-through units of the Company at a price of $0.47 per unit.
Appointment of Vice-President of Exploration
On October 7, 2024, the Company announced the appointment of Mr. David Ross as Vice President of Exploration of the Company with immediate effect.
Material Facts
There are no material facts about the securities being distributed that have not been disclosed in this Offering Document or in any other document filed by the Company in the 12 months preceding the date of this Offering Document.
What are the business objectives that we expect to accomplish using the available funds?
Our business objectives over the next 12 months using the expected proceeds from this Offering are as follows: (i) exploration of the O'Brien gold project with approximately 80,000 m of drilling and other exploration activities, (ii) development with a mineral resource update and additional studies, and (iii) general corporate purposes.
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3. USE OF AVAILABLE FUNDS
What will our available funds be upon the closing of the Offering?
The net proceeds of the Offering and the funds which will be available to the Company after the Offering are as follows:
| Amount | ||
|---|---|---|
| A | Amount to be raised by this Offering | $ 25,000,200 |
| B | Selling commissions and fees | $1,500,012 |
| C | Estimated Offering costs (e.g. legal, accounting, audit) | $ 300,000 |
| D | Net proceeds of Offering: D = A – (B + C) | $23,199,188 |
| E | Working capital as at most recent month end | $ 12,000,000 |
| F | Additional sources of funding | $Nil |
| G | Total available funds: G = D + E + F | $35,199,188 |
How will we use the available funds?
We will use the available funds as follows
| Description of intended use of available funds listed in order of priority | Amount |
|---|---|
| Advance the Company’s mineral projects in Québec | $30,199,988 |
| General Corporate purposes | $5,000,000 |
| Total: Equal to “G” total available funds in the chart above | $35,199,188 |
The Company intends to spend the funds available to it as stated above. However, there may be circumstances where, for sound business reasons, a reallocation of the Company's available funds may be necessary. The actual amount that the Company spends in connection with each of the intended uses of its available funds will depend on a number of factors, including the Company's ability to execute on its business plan and financing objectives. Notwithstanding the foregoing, the Company will use the gross proceeds of the Offering to incur Qualifying Expenditures. See under the heading "Cautionary Statement Regarding Forward-Looking Information" for additional risk factors about the Company.
How have we used the other funds we have raised in the past 12 months?
In the last 12 months, the Company closed the October 2024 Private Placement and the May 2025 Private Placement. Below is a summary of how the net proceeds from these private placements have been expended to date:
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| Offering | Intended Use of Proceeds | Net Proceeds | Used to Date | Variance and Impact of the Variances |
|---|---|---|---|---|
| October 2024 Private Placement | Canadian Exploration Expenses that are “flow-through mining expenditures” on the Project. | $5,000,000 | ||
| (100% of net proceeds) | $5,000,000 | Nil. | ||
| May 2025 Private Placement | Canadian Exploration Expenses that are “flow-through mining expenditures” on the Project. | $10,720,000 | ||
| (100% of net proceeds) | $2,700,000 | $8,020,000 | ||
| Funds are currently expected to be invested by the end of the second quarter of 2026. | ||||
| No impact on the business objectives and milestones. |
4. FEES AND COMMISSIONS
Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?
Underwriters:
Cormark Securities Inc. to act as lead underwriter and sole bookrunner for the Offering on behalf of a syndicate of underwriters which includes Agentis Capital Partners, Beacon Securities Limited and Canaccord Genuity Corp. under the Offering.
Commission:
In consideration for the services provided to the Company in connection with the Offering, the Company has agreed to pay a cash commission equal to 6.0% of the aggregate gross proceeds of the Offering, being $1,200,006.
Do the Underwriters have a conflict of interest?
To the knowledge of the Company, it is not a “related issuer” or “connected issuer” of or to the Underwriters, as such terms are defined in National Instrument 33-105 – Underwriting Conflicts.
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5. PURCHASERS' RIGHTS
Rights of Action in the Event of a Misrepresentation
If there is a misrepresentation in this Offering Document, you have a right:
(a) to rescind your purchase of these securities with the Company; or
(b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.
These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.
You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal advisor.
6. ADDITIONAL INFORMATION
Where can you find more information about us?
A security holder can access the Company's continuous disclosure record at www.sedarplus.ca or the Company's website at www.radissonmining.com.
7. DATE AND CERTIFICATE
This Offering Document, together with any document filed under Canadian securities legislation on or after September 26, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.
Dated September 26, 2025.
/s/ Matt Manson
Chief Executive Officer
/s/ Hubert Parent-Bouchard
Chief Financial Officer