THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Toronto, Ontario, March 15, 2021 – Roscan Gold Corporation (TSXV: ROS) (FSE: 2OJ) (OTC Pink: RCGCF) (“Roscan” or the “Company”) is pleased to announce that it has launched an overnight marketed public offering (the “Offering”) of common shares of the Company (the “Common Shares”). The Offering will be conducted through a syndicate of agents (the “Agents”) led by Clarus Securities Inc.
The size of the Offering and the issue price of the Common Shares (the “Offering Price”) will be determined in the context of the market prior to the filing of the final short form prospectus in respect 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 Agents will be paid a cash commission equal to 6.0% of the gross proceeds of the Offering. As additional consideration, the Agents will be issued that number of non-transferable common share purchase warrants (“Broker Warrants”) as is equal to 6.0% of the aggregate Common Shares sold under the Offering.
The Offering is subject to a number of conditions, including receipt of all necessary securities regulatory approvals and the approval of the TSX Venture Exchange.
The Common Shares will be offered in the Provinces of British Columbia, Alberta and Ontario pursuant to a short form prospectus. This press release does not constitute an offer to sell or a solicitation of an offer to buy any 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, (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States except pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
No securities regulatory authority has either approved or disapproved of the contents of this news release.
About Roscan
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
Email: aramcharan@Roscan.ca
Greg Isenor, P.Geo
Executive Vice-Chairman
Tel: (902) 221-2329
Email: gpisenor@Roscan.ca
Forward-looking Statements
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 forwardlooking statements. Roscan undertakes no obligation to update publicly or otherwise revise any forwardlooking statements contained herein whether as a result of new information or future events or otherwise, except as may be required by law.