Roscan Gold Announces the Closing of the Previously Announced Note Financing of C$1.5 Million
Roscan Gold Announces the Closing of the
Previously Announced Note Financing of C$1.5
Million
Toronto, Ontario--(Newsfile Corp. - January 29, 2026) -
Roscan Gold Corporation (TSXV: ROS)
(FSE: 2OJ) (OTCQB: RCGCF)
("Roscan" or the "Company")
is pleased to announce that, further to
its press release of December 18, 2025, it has completed its non-brokered private placement through
the issuance of an aggregate of CAD$1,505,000 principal amount secured subordinate promissory
notes (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 January 29,
2027 (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$0.15 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.
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 an insider of the Company subscribed an aggregate of $700,000 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 material 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
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: (416) 900-1412
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.sedarplus.ca
. 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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/282117