Roscan Gold closes $1.5-million private placement

Executive Summary

• Roscan Gold Corp. has closed a previously announced non-brokered private placement of secured subordinate promissory notes with a total principal amount of C$1,505,000.
• The financing is a related party transaction, with insiders subscribing to C$700,000 of the notes.
• Proceeds are designated for general corporate and working capital purposes.

Key Details

• Transaction Structure: Non-brokered private placement of secured subordinate promissory notes.
• Principal Amount: C$1,505,000.
• Interest Rate: 12% per annum, accruing from the date of issuance.
• Maturity Date: January 29, 2027.
• Conversion Terms: Convertible into common shares at a price of C$0.15 per share.
• Interest Payments: Accrued and unpaid interest is paid in cash up to, but excluding, the earlier of the conversion date or maturity date.
• Security: Secured by a general security agreement over all present and after-acquired property of the company, ranking subordinate to all other secured indebtedness.
• Hold Period: Four months plus one day from the date of issuance.
• Related Party Transaction: Insiders subscribed to C$700,000 of the notes. The company relied on exemptions from valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 (MI 61-101) as it is not listed on a specified market and the insider participation does not exceed 25% of market capitalization.
• Regulatory Filing: No material change report was filed 21 days prior to closing, deemed reasonable to expedite the offering.

Notable Quotes

• None provided in the text.