Roscan Gold Announces Debt Settlement and Proposed Financing
Roscan Gold Announces Debt Settlement and
Proposed Financing
Toronto, Ontario--(Newsfile Corp. - February 21, 2024) -
Roscan Gold Corporation (TSXV: ROS)
(FSE: 2OJ) (OTCQB: RCGCF) ("Roscan" or the "Company")
is pleased to announce that it has
agreed to settle (the "
Debt Settlement
") an aggregate of USD$1,005,000 debt owed to an arm's length
creditor through the issuance of a secured convertible promissory note (the "
Note
"). In addition, the
Company intends to complete a non-brokered private placement of up to CAD$1,000,000 principal
amount as a secured subordinated note for gross proceeds of up to CAD$1,000,000 (the "
Offering
").
The Notes shall bear interest at 12% per annum from the date of issuance and shall mature on the date
that is six months from the date of issuance (the "
Maturity Date
"). The Notes will be 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 Note issued pursuant to the Debt Settlement shall be secured by way of a general security
agreement providing security ranking subordinate to the other secured indebtedness of the Company,
over all of the present and after-acquired property of the Company. The Notes issued pursuant to the
Offering shall be 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 the Note issued pursuant to
the Debt Settlement and all other secured indebtedness of the Company.
Closing of the Debt Settlement and the Offering are subject to customary closing conditions, including
the consent of the secured creditor of the Company with respect to the grant of security, and approvals of
applicable securities regulatory authorities, including the TSX Venture Exchange. It is expected that
insiders of the Company will participate in the Offering for CAD$400,000 principal amount of Convertible
Notes. Additional details regarding insider participation will be provided in subsequent press releases of
the Company. All securities issued in connection with the Offering and the Debt Settlement 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.
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:
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 prices, 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 Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
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
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/198713