Not for distribution to United States newswire services or for dissemination in the United States
ROUYN-NORANDA, Quebec, Nov. 12, 2020 (GLOBE NEWSWIRE) -- Radisson Mining Resources Inc. (TSX-V: RDS, OTC: RMRDF) (“Radisson” or the “Corporation") is pleased to announce that it has closed its previously announced private placement, including the exercise in full of the agents’ over-allotment option, for aggregate gross proceeds of $13,172,034 (the “Offering”). The Offering was conducted pursuant to the terms and conditions of an agency agreement entered into between the Corporation and a syndicate of agents led by Eight Capital, BMO Capital Markets and INFOR Financial Inc. as co-lead agents (collectively, the “Co-Lead Agents”) and Clarus Securities Inc., Laurentian Bank Securities Inc. and Canaccord Genuity Corp. (together with the Co-Lead Agents, the “Agents”). The Offering consisted of the issuance of (i) 17,647,100 units of the Corporation (the “Hard Units”) at a price of $0.34 per Hard Unit, (ii) 1,880,000 Quebec flow-through Class A shares of the Corporation (the “Quebec FT Shares”), at a price of $0.50 per Quebec FT Share, and (iii) 10,386,700 charity flow-through units (the “Charity FT Units”) at a price of $0.60 per Charity FT Unit.
Each Hard Unit consisted of one Class A share of the Corporation and one-half of a Class A share purchase warrant (each whole common share purchase warrant, a “Hard Warrant”). Each Charity FT Unit consisted of one charity flow-through Class A share of the Corporation and one-half of a Class A share purchase warrant (each whole common share purchase warrant, a “Charity Unit Warrant”). Each Hard Warrant and Charity Unit Warrant will entitle the holder thereof to acquire one additional Class A share of the Corporation for a period of 18 months from the closing of the Offering (the “Closing”) at a price of $0.51.
The Quebec FT Shares and the Class A shares comprised in the Charity FT Units will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada). The gross proceeds from the sale of the Quebec FT Shares and the Class A shares comprised in the Charity FT Units will be used for general exploration expenses on the Corporation's properties located in Quebec.
In consideration for the services rendered in connection with the Offering, the Agents received a cash commission of $667,651.92 and advisory fees of $42,500. As additional consideration, the Corporation also issued to the Agents an aggregate of 1,484,008 non-transferable compensation warrants and 107,500 non-transferable advisory warrants to purchase collectively up to 1,591,508 Class A shares at an exercise price of $0.51 for a period of 18 months from the Closing.
All securities issued pursuant to this Offering are subject to a restricted hold period of four months and a day, ending on March 12, 2021, under applicable Canadian securities legislation. The Offering remains subject to the final approval of the TSX Venture Exchange.
Insiders of the Corporation have subscribed in the Offering for a total of 310,000 Quebec FT Shares, which constitute “related parties transactions” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) and TSX Venture Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions. However, the directors of the Corporation who voted in favour of the Offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the Quebec FT Shares issued to insiders nor the fair market value of the consideration paid exceed 25% of the Corporation’s market capitalization. None of the Corporation’s directors have expressed any contrary views or disagreements with respect to the foregoing. A material change report in respect of this related party transaction will be filed by the Corporation but could not be filed earlier than 21 days prior to the closing of the Offering due to the fact that the terms of the participation of each of the non-related parties and the related party in the Offering were not confirmed.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The 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 state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Radisson Mining Resources Inc.
Radisson is a gold exploration company focused on its 100% owned O’Brien 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 21,000,000 ounces of gold over the last 100 years. The project hosts the former O’Brien Mine, considered to have been the Abitibi Greenstone Belt’s highest-grade gold producer during its production (1,197,147 metric tons at 15.25 g/t Au for 587,121 ounces of gold from 1926 to 1957; 3D Geo-solution, July 2019).
On behalf of the board of directors
Certain information contained in the press release are subject to receipt of all regulatory approvals. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
All statements, other than statements of historical fact, contained in this press release including, but not limited to, those relating to the intended use of proceeds of the Offering, the final approval of the TSX Venture Exchange in connection with the Offering, the development of the O’Brien project and generally, the above “About Radisson Mining Resources Inc.” paragraph which essentially describes the Corporation’s outlook, constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws, and are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements and future events, could differ materially from those anticipated in such statements. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward looking information can be found in Radisson’s disclosure documents on the SEDAR website at www.sedar.com.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s endeavors to develop the O’Brien project and, more generally, its expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the securities regulators of Canada. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.