Roscan enters binding term sheet for $1.5M in notes

Executive Summary

• Roscan Gold Corp. has entered into a binding term sheet for a fully subscribed C$1.5 million secured convertible note financing.
• The financing is led by strategic investor and board director Michael Gentile, who is committing C$700,000, with total participation from management and directors amounting to the full C$1.5 million.
• The proceeds will be used for general working capital as the company approaches the final phase of its permitting process for the Kandiole project in West Mali.

Key Details

• Transaction Structure: Secured convertible note via private placement.
• Total Proceeds: C$1.5 million (fully subscribed).
• Key Investor: Michael Gentile (Director and Strategic Investor) committed C$700,000.
• Management/Director Participation: Total commitment of C$1.5 million from management and directors.
• Coupon Rate: 12% per annum.
• Term: One year.
• Conversion Price: C$0.15 per common share.
• Conversion Rights: Convertible in whole or in part at the option of the noteholder at any time prior to the close of business on the earlier of: (a) the business day prior to the maturity date; or (b) the business day prior to any date set for redemption or repurchase.
• Interest Payment: Accrued and unpaid interest paid in cash up to, but excluding, the date of conversion.
• Use of Proceeds: General working capital purposes.
• Regulatory Approvals: Subject to customary closing conditions and approvals from applicable securities regulatory authorities, including the TSX Venture Exchange.
• Security Approval: Grant of security subject to approval of Osisko Gold Royalties Ltd.
• Hold Period: Four months plus one day from the date of issuance, subject to resale rules of applicable securities legislation.

Notable Quotes

• "We are pleased to have this financing in place as we approach the final phase of our permitting process. Roscan is on the cusp of transitioning from an explorer to a developer, a milestone that should support a meaningful rerating." — Nana Sangmuah, President and CEO