Roscan Gold Announces Closing of Convertible Note Financing

Rhea-AI Summary

Roscan Gold (OTCQB: RCGCF) closed a non-brokered convertible note financing of CAD$1,500,000 on March 2, 2026 to fund general corporate and working capital purposes. The secured subordinate notes bear 12% annual interest and mature on March 2, 2027.

Notes are convertible into common shares at CAD$0.20 per share, include a 5% finder fee to AfroBullion Mine Limited, and are subject to a four-month-plus-one-day hold period and resale restrictions.

Positive

• CAD$1.5M capital raised via secured convertible notes
• Notes convertible at CAD$0.20 per common share
• 12% interest indicates investor yield and financing access

Negative

• Potential shareholder dilution if notes convert at CAD$0.20
• Cash interest burden of 12% until maturity
• Notes rank subordinate to other secured indebtedness
• Finder's fee equal to 5% reduces net proceeds

Toronto, Ontario--(Newsfile Corp. - March 2, 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 February 6, 2026, it has completed its non-brokered private placement through the issuance of an aggregate of CAD$1,500,000 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 March 2, 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$0.20 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. In connection with the Offering, AfroBullion Mine Limited, received a finder's fee equal to five percent (5%) of the gross proceeds of the Offering.

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.

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:

Nana Sangmuah
President & CEO
Tel: (416) 900-1412
Email: info@Roscan.ca

Forward-Looking Statements

This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and other risks involved in the mineral exploration and development industry, including those risks set out in the Company's management's discussion and analysis as filed under the Company's profile at www.sedarplus.ca. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary governmental and regulatory approvals will be received as and when expected. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/286016

FAQ

What financing did Roscan Gold (RCGCF) close on March 2, 2026?

Roscan Gold closed a non-brokered convertible note financing raising CAD$1.5M. According to the company, the notes are secured subordinate promissory notes bearing 12% interest, maturing on March 2, 2027, and convertible at CAD$0.20 per share.

How does the CAD$1.5M convertible note affect RCGCF shareholders?

The financing provides immediate working capital but may dilute equity upon conversion. According to the company, notes convert at CAD$0.20 per share, and any conversion will increase share count and could reduce existing shareholders' ownership percentages.

What are the key economic terms of Roscan Gold's convertible notes (RCGCF)?

Key terms include CAD$1.5M principal, 12% annual interest, conversion price CAD$0.20, and maturity March 2, 2027. According to the company, interest accrues and is payable in cash up to conversion or maturity.

Are Roscan Gold's notes secured and how are they ranked (RCGCF)?

The notes are secured by a general security agreement but rank subordinate to other secured debt. According to the company, security covers present and after-acquired property yet is explicitly subordinate to existing secured indebtedness.

What fees or restrictions apply to the securities issued in Roscan Gold's financing?

The company paid a 5% finder's fee to AfroBullion Mine Limited and securities face a four-month-plus-one-day hold period. According to the company, resale will also be subject to applicable securities legislation resale rules.