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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...
About this update from Roscan Gold Corporation
[{"type":"text","content":"Roscan Gold Announces the Closing of the Previously Announced Note Financing of C$1.5 MillionToronto, 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...