Roscan Closes Private Placement FOR Gross Proceeds of $3.8 Million
Roscan Gold Corporation News Release March 21, 2019
Roscan Gold Corporation
1550 Bedford Highway, Suite 800
Bedford, Nova Scotia B4A 1E6
NEWS RELEASE
ROSCAN CLOSES PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $3.8 MILLION
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES.
Roscan Gold Corporation (“Roscan” or the “Company”) (TSX-V: ROS) ) is pleased to announce that it has completed
its previously announced private placement brokered by Clarus Securities Inc. (the “Agent”) by issuing 23,371,428
units (“Units”) at a price of $0.14 per Unit for aggregate gross proceeds of $3,272,000 (the “Brokered Offering”).
The Company issued a further 3,771,429 Units for aggregate gross proceeds $528,000 through non -brokered
efforts (the “ Non-Brokered Offering”). Together, the Brokered Offering and Non -Brokered Offering had
aggregate gross proceeds of $3,800,000 through the issuance of 27,142,857 Units (together, the “Offering”).
Each Unit is comprised of one common share (“ Common Share ”) and one Common Share purchase warrant
(“Warrant”). Each Warrant entitles the holder thereof to purc hase one additional Common Share at an exercise
price of $0.22 for 24 months from the closing of the Offering.
The Common Shares and Warrants issued pursuant to the Offering will be subject to a hold period of four months
plus a day from the date of issuance and the resale rules of applicable securities legislation. The Company intends
to use the net proceeds from the Offering for exploration and development of the Company’s mineral properties,
investor relations activities and for general corporate and working capital purposes.
As consideration for the services provided by the Agent in connection with the Brokered Offering, the Agent was
paid a fee of 6% of the gross proceeds of the Brokered Offering paid through the issuance of 1,402,286
compensation Units (the “Compensation Units”) and was issued 1,869,714 of non -transferable broker warrants
(the “Broker Warrants”), representing 8% of the total number of Units sold pursuant to the Brokered Offering.
Each Compensation Unit is comprised of one Common Share and one Warrant. Each Warrant entitles the holder
thereof to purchase one additional Common Share at an exercise price of $0.22 for 24 months from the closing of
the Offering. Each Broker Warrant entitles the holder thereof to purchase one broker Unit (the “Broker Warrant
Unit”) at an exercise price of $0.14 for 24 months from the closing of the Offering. Each Broker Warrant Unit is
comprised of one Common Share and one Warrant. Each Warrant entitles the holder thereof to purchase one
additional Common Share at an exercise price of $0.22 for 24 months from the closing of the Offering.
All securities issued pursuant to the Offering have a four month hold period in accordance with applicable
securities laws. In connection with the Non-Brokered Offering certain eligible finders received cash commissions
in the aggregate amount of $19,078.
The transactions constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9
and Multilateral Instrument 61 -101 (“MI 61 -101”) a s a director of the Company subscribed for 35,000 Units
pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company
is not listed on a specified market and the fair market value of the participation in the Offering by insiders does
Roscan Gold Corporation News Release March 21, 2019
Roscan Gold Corporation
1550 Bedford Highway, Suite 800
Bedford, Nova Scotia B4A 1E6
not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61 -101. The
Company did not file a material change report in respect of the related party transaction at least 21 days before
the closing of the second tranche of the Offering, which the Company deems reasonable in the circumstances in
order to complete the Offering in an expeditious manner.
ABOUT ROSCAN
Roscan Gold Corporation is a Canadian gold exploration company focused on the acquisition and exploration of
gold properties in West Africa. The Company has assembled a significant land position of 100%-owned permits in
an area of producing gold mines (including B2 Gold’s Fekola Mine which lies in a contiguous property to the west
of Kandiole), and major gold deposits, located both north and south of its Kandiole Project in west Mali.
For further information, please contact:
Greg Isenor
President and Chief Executive Officer
Tel: (902) 832-5555 or (416) 293-8437
Email: [email protected]
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.