Roscan Gold Corporation announces debt restructuring and private placement

Roscan Gold Corporation, a Canadian gold exploration company, has announced an agreement to settle a debt of 1,005,000 US dollars through the issuance of a secured convertible promissory note. Simultaneously, it is considering an unbrokered private placement of up to 1,000,000 Canadian dollars. These notes, carrying an annual interest rate of 12%, may be converted into common shares at a price of 0.11 Canadian dollars per share.

The note issued under this arrangement will be secured against all present and future assets of the company, with a subordinated ranking. The closing of these transactions is subject to customary conditions, including obtaining the consent of secured creditors and approval from competent regulatory authorities. It is expected that insiders of the company will participate in these financial operations.

These measures are intended to strengthen Roscan Gold Corporation's financial structure, thereby facilitating its expansion and the pursuit of its exploration and acquisition objectives in West Africa. However, this announcement clarifies that these offerings do not constitute a solicitation of savings in the United States, as they are not registered under the U.S. Securities Act of 1933.