Roscan Gold announces extension of the bond term

Toronto, Ontario–(Newsfile Corp. – September 6, 2024) – Roscan Gold Corporation (TSXV: ROS) (FSE: 2OJ) (OTCQB: RCGCF) (“Roscan” or the “Company”) announces, further to its press release dated March 11, 2024, that it intends to postpone the maturity date of its outstanding secured subordinated notes in the aggregate principal amount of $1,000,000 (the “Notes“). The Company intends to extend the maturity date from September 11, 2024 to September 11, 2025 (the “Proposed changeAll other terms and conditions of the Notes remain unchanged.

The proposed amendment is considered a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of minority shareholders in special transactions (“MI61-101“) because insiders of the Company hold $400,000 aggregate principal amount of Notes. The Company is relying on the exemptions from the valuation and minority shareholder consent requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 because the Company is not listed on a designated market and the fair market value of the insider’s interest in the Offering does not exceed 25% of the Company’s market capitalization under MI 61-101. The Company did not file a material amendment report more than 21 days prior to the closing of the Offering because the details of the proposed amendment were only recently clarified.