Roscan Gold Announces Closing of First Tranche of Private Placement
Roscan Gold Corporation
Suite 401, 217 Queen Street West
Toronto∙ ON ∙ M5V 0R2 ∙ Canada
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Roscan Gold Announces Closing of First Tranche of Private Placement
Toronto, Ontario. – March 11, 2024 – Roscan Gold Corporation (“Roscan” or the “Company”) (TSX -V:
ROS; FSE:2OJ; OTCQB:RCGCF) is pleased to announce that, further to its press release s of February 21,
2024 and March 6, 2024, the Company has closed the initial tranche of a non-brokered private placement
through the issuance of an aggregate of CAD$1,000,000 principal amount secured subordinate promissory
notes for gross proceeds of CAD$1,000,000 (the "Offering"). Gross proceeds of the Offering will be used
for general corporate and working capital purposes.
The Notes bear interest at 12% per annum from the date of issuance and shall mature on September 11,
2024 (the "Maturity Date"). The Notes are convertible, in whole or in part, into common shares (each, a
"Common Share") in the capital of the Company at a conversion price (the "Conversion Price") equal to
CAD$0.11 per Common Share. The Note holders shall receive accrued and unpaid interest on the Note,
paid in cash, up to, but excluding, the earlier of the date of conversion and the Maturity Date.
The Notes issued pursuant to the Offering are secured by way of a general security agreement providing
security over all of the present and after -acquired property of the Company ranking subordinate to all
other secured indebtedness of the Company.
All securities issued in connection with 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.
This press release does not constitute an offer to sell or a solicitation of an offer to buy 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 as defined under applicable United States
securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy
5.9 and Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special Transactions
("MI 61-101") as insiders of the Company subscribed an aggregate of $400,000 principal amount of Notes
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 the insider does not exceed 25% of the market capitalization of the Company in accordance
with MI 61 -101. The Company did not file a mate rial change report in respect of the related party
transaction at least 21 days before the closing of the of the Offering, which the Company deems
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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 exploration and
acquisition 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:
Nana Sangmuah
President & CEO
Tel: (902) 832-5555
Email: [email protected]
Forward Looking Statements
This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is
characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words,
or statements that certain events or conditions “may” or “will” occur. Forward -looking information involves risks, uncertainties
and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied
by such forward -looking information. Factors that could cause actual results to differ materially from such forward -looking
information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity pric es,
delays in obtaining required regulatory or governmental approvals, and other risks involved in the mineral exploration and
development industry, including those risks set out in the Company’s management’s discussion and analysis as filed under the
Company’s profile at www.sedar.com. Forward-looking information in this news release is based on the opinions and assumptions
of management considered reasonable as of the date hereof, including that all necessary governmental and regulatory approvals
will be received as and when expected. Although the Company believes that the assumptions and factors used in preparing the
forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The
Company disclaims any intention or obligation to update or revise any forward -looking information, other than as required by
applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Ven ture
Exchange) accepts responsibility for the adequacy or accuracy of this release.