THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Toronto, Ontario – March 16, 2021 - Roscan Gold Corporation (TSXV:ROS) (“Roscan” or the “Company”) is pleased to announce that, in connection with its previously announced overnight marketed public offering (the “Offering”), it has determined to offer and sell 35,714,500 common shares (“Common Shares”) at a price of $0.42 per Common Share (the “Issue Price”) for aggregate proceeds of approximately $15,000,090 (the “Offering”). Closing of the Offering is expected to occur in early April 2021 and is subject to regulatory approval, including that of the TSX Venture Exchange.
The Common Shares to be issued under the Offering will be offered by way of short form prospectus in the provinces of British Columbia, Alberta, and Ontario.
In connection with the offering, the Company has agreed to grant a syndicate of agents led Clarus Securities Inc. and including Beacon Securities Inc., Echelon Wealth Partners Inc., Cormark Securities Inc. and Paradigm Capital (the “Agents”) a cash commission equal to 6.0% of the gross proceeds of the Offering, and, as additional consideration, the Agents will be issued non-transferrable Common Share purchase warrants (“Broker Warrants”) equal to 6.0% of the aggregate Common Shares sold under the Offering. Each Broker Warrant is exercisable into one Common Share at a price of $0.55, for a period of 12 months following the closing of the Offering.
The Company intends to use the proceeds raised from the Offering to fund its ongoing exploration program in Mali and to fund working capital and other general corporate purposes.
The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
No securities regulatory authority has either approved or disapproved of the contents of this news release.
Roscan Gold Corporation is a Canadian gold exploration company focused on the exploration and acquisition of gold properties in West Africa. The Company has assembled a significant land position of 100%-owned permits in an area of producing gold mines (including B2 Gold’s Fekola Mine which lies in a contiguous property to the west of Kandiole), and major gold deposits, located both north and south of its Kandiole Project in West Mali.
For further information please contact:
Andrew J. Ramcharan, P.Eng
Executive Vice President - Corporate Development & Investor Relations
Tel: (416) 572-2295
Greg Isenor, P.Geo
Tel: (902) 221-2329
This news release contains certain “forward-looking statements” under applicable Canadian Securities legislation. These statements relate to the intended use of proceeds and the scheduled closing date for the Offering. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Roscan, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: risks related to share price and market conditions, the inherent risks involved in the mining, exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other geological data, fluctuating metal prices, the possibility of project delays or cost overruns or unanticipated excessive operating costs and expenses, uncertainties related to the necessity of financing, the availability of and costs of financing needed in the future as well as those factors disclosed in the Company’s documents filed from time to time with the securities regulators in the Provinces of British Columbia, Alberta and Ontario. Accordingly, readers should not place undue reliance on forward‐looking statements. Roscan undertakes no obligation to update publicly or otherwise revise any forward‐looking statements contained herein whether as a result of new information or future events or otherwise, except as may be required by law.