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Toronto, Ontario – (Newsfile Corp. – July 26, 2018) – RosCan Minerals Corporation (TSXV: ROS) (" Roscan " or the " Company ") is pleased to announce that it has completed its previously announced private placement conducted by Clarus Securities Inc. (the "Agent ") by issuing 32,932,132 units (" Units "). ] ") At a price of $ 0.06 per unit for total gross proceeds of $ 1,975,928 (" Brokered Offering "). The Company issued an additional 1,666,667 Units for aggregate gross proceeds of $ 100,000 through non-negotiated efforts (the " Offeror Without a Stock Exchange "). Together, the broker placement and the non-broker placement totaled gross proceeds of $ 2,075,928 through the issuance of 34,598,798 units (together, the "Placement of ")
Each unit is consisting of one common share (" common share ") and one common share purchase warrant (" Warrant "). Each warrant entitles the holder thereof to purchase one additional common share at a fiscal year price of $ 0.12 for 24 months from the closing of the offering. The Company reserves the right to accelerate the expiry of the warrants if, at any time more than four months and one day after the closing date of the offering, the market price of the Company's common shares on the TSX Venture Exchange is $ 0.24 or more for a period of at least 20 consecutive trading days, in which case the Company may advise the holders of Warrants to exercise their Warrants within 10 days of the date thereof. opinion.
The Common Shares and the Warrants are subject to a holding period of four months plus one day from the date of issuance and the resale rules of applicable securities legislation. The Company intends to use the net proceeds from the Offering for the exploration and development of the Company's mineral properties and for general and working capital purposes.
In consideration for the services provided by the Agent, he received fees of 1,584,295 units of remuneration (" Units ") and 1,584,295 non-transferable Warrants (the " broker Warrants "). Each brokerage warrant entitles the holder thereof to purchase one common share at a price of $ 0.06 for 24 months from the closing of the offering.
The transactions constitute a related party transaction within the meaning of Policy 5.9 of the TSX Venture Exchange. 61-101 (" MI 61-101 ") since certain insiders of the Company subscribed for a total of 3,750,033 Units pursuant to the Offering. The Company relies on exemptions from the requirements for the valuation and approval of minority shareholders of MI 61-101 contained in sections 5.5 (b) and 5.7 (1) (a) of Regulation 61-101 because the Company does not appear on a list the market and the fair market value of the insiders' investment interest does not exceed 25% of the company's market capitalization determined in accordance with MI 61-101. The Company has not filed a material change report in respect of the related party transaction at least 21 days prior to the closing of the second tranche of the Offering, which the Company considers reasonable in the circumstances to achieve the expeditiously.
The Company may complete additional tranches of the Offer without consideration.
ABOUT ROSCAN
RosCan Minerals Corporation is a Canadian-based gold exploration company focused on West Africa. The Company has gathered a 100% owned land holdings position in a large gold mining area for its Kandiole project in western Mali. RosCan is also exploring the gold potential of the exploration project at the start of the Dormaa project in Ghana, in which RosCan can acquire a 50% interest through an option agreement with Pelangio Exploration Inc.
For more information, please contact:
] Greg Isenor
President and Chief Executive Officer
Tel: (902) 832-5555 or (416) 293-8437
E-mail: This email address is being protected from spambots.
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 correctness or the accuracy of this information.
THIS PRESS RELEASE IS FOR DISTRIBUTION IN CANADA ONLY AND IS NOT PERMITTED FOR DISTRIBUTION TO UNITED STATES TRANSMISSION SERVICES OR FOR DISTRIBUTION INTO THE UNITED STATES.
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