Roscan Gold Corporation (TSXV: ROS | FSE:2OJ | OTCQB: RCGCF) has closed its initial tranche of a non-brokered private placement through the issuance of an aggregate of C$1,000,000 principal amount secured subordinate promissory notes for gross proceeds of C$1,000,000. 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 11 September 2024. The Notes are convertible, in whole or in part, into common shares in the capital of the company at a conversion price equal to C$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 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.
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 or any state securities laws and may not be offered or sold within the United States or to US Persons as defined under applicable United States securities laws unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
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