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Toronto, Ontario--(Newsfile Corp. - March 6, 2024) - Roscan Gold Corporation (TSXV: ROS) (FSE: 2OJ) (OTCQB: RCGCF) ("Roscan" or the "Company") is pleased to announce that, further to its press release of February 21, 2024, due to investor demand the Company has increased its non-brokered private placement to up to CAD$2,300,000 principal amount secured subordinate promissory notes for gross proceeds of up to CAD$2,300,000 (the "Offering").
The Notes shall bear interest at 12% per annum from the date of issuance and shall mature on the date the 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 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 all other secured indebtedness of the Company.
Closing of 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 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.
In addition, the Company would like to announce that, further to its press release of February 21, 2024, its previously announced debt settlement of an aggregate of USD$1,005,000 debt owed to an arm's length creditor through the issuance of a secured convertible promissory note, will not be proceeding with this transaction.
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.