Roscan Gold Announces Debt Settlement and Proposed Financing

TORONTO, ON / ACCESSWIRE / February 21, 2024 / Roscan Gold Corporation ("Roscan" or the "Company") (TSX-V:ROS)(FSE:2OJ)(OTCQB:RCGCF) is pleased to announce that it has agreed to settle (the "Debt Settlement") an aggregate of USD$1,005,000 debt owed to an arm's length creditor through the issuance of a secured convertible promissory note (the "Note"). In addition, the Company intends to complete a non-brokered private placement of up to CAD$1,000,000 principal amount as a secured subordinated note for gross proceeds of up to CAD$1,000,000 (the "Offering").

The Notes shall bear interest at 12% per annum from the date of issuance and shall mature on the date that 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 Note issued pursuant to the Debt Settlement shall be secured by way of a general security agreement providing security ranking subordinate to the other secured indebtedness of the Company, over all of the present and after-acquired property of the Company. 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 the Note issued pursuant to the Debt Settlement and all other secured indebtedness of the Company.

Closing of the Debt Settlement and 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 and the Debt Settlement 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.