Roscan Gold Announces the Closing of the Previously Announced Note Financing of C$1.5 Million

Rhea-AI Summary

Roscan Gold (OTCQB: RCGCF) closed a non-brokered note financing of CAD$1,505,000 to fund general corporate and working capital purposes. The secured subordinate notes pay 12% annual interest, mature on Jan 29, 2027, and are convertible at CAD$0.15 per common share.

The notes are subject to a four-month-plus-one-day hold and rank subordinate to other secured indebtedness. An insider subscribed CAD$700,000, and the company relied on MI 61-101 exemptions for valuation and minority approval.

Positive

• Raised CAD$1.505M of immediate funding for working capital
• Notes are secured, providing creditor protection relative to unsecured debt
• Convertible feature offers potential to convert debt to equity instead of cash repayment

Negative

• High 12% interest cost increases financing expense through maturity
• Insider subscribed CAD$700,000, creating a related-party transaction that may concern minority holders
• Conversion price of CAD$0.15 could produce material dilution if fully converted

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In the Jan 30 session, RCGCF declined 15.41%, reflecting a significant negative market reaction.

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Toronto, Ontario--(Newsfile Corp. - January 29, 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 December 18, 2025, it has completed its non-brokered private placement through the issuance of an aggregate of CAD$1,505,000 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 January 29, 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$0.15 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.

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as an insider of the Company subscribed an aggregate of $700,000 principal amount of Notes pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

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/282117

FAQ

What did Roscan Gold (RCGCF) announce about the CAD$1.505M note financing on January 29, 2026?

Roscan closed a non-brokered offering of CAD$1.505M in secured subordinate notes. According to the company, proceeds will fund general corporate and working capital needs, and notes carry 12% interest and maturity of Jan 29, 2027.

What are the conversion terms for the Roscan Gold (RCGCF) notes and potential shareholder impact?

The notes convert into common shares at CAD$0.15 per share. According to the company, conversion could dilute existing holders if noteholders elect conversion before the Jan 29, 2027 maturity.

Who participated in Roscan Gold's (RCGCF) financing and were there related-party considerations?

An insider subscribed CAD$700,000 of the notes, creating a related-party transaction. According to the company, it relied on MI 61-101 exemptions for valuation and minority approval due to that participation.

When do the Roscan Gold (RCGCF) notes mature and how is interest paid?

The notes mature on Jan 29, 2027 and bear 12% annual interest. According to the company, accrued unpaid interest will be paid in cash up to conversion or maturity, whichever is earlier.

Are the Roscan Gold (RCGCF) notes secured and are there resale restrictions on issued securities?

Yes, the notes are secured by a general security agreement ranking subordinate to other secured debt. According to the company, securities from the offering are subject to a four-month-plus-one-day hold period and resale rules.