17:39:19 EDT Wed 24 Apr 2024
Enter Symbol
or Name
USA
CA



Roscan Minerals Corp
Symbol ROS
Shares Issued 33,766,075
Close 2017-04-21 C$ 0.10
Market Cap C$ 3,376,608
Recent Sedar Documents

Roscan Minerals closes first tranche of financing

2017-04-26 17:22 ET - News Release

Mr. Mark McMurdie reports

ROSCAN MINERALS ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT AND DEBT SETTLEMENT

Roscan Minerals Corp. has closed the first tranche of its previously announced non-brokered private placement by issuing 4.3 million units at a price of five cents per unit for aggregate gross proceeds of $215,000.

Each unit comprises one common share and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share at an exercise price of eight cents for 12 months from the closing of the offering. The company reserves the right to accelerate the expiration of the warrants, if, at any time which is more than four months and one day following the closing date of the offering, the closing price of the common shares of the company is 15 cents or more for at least 20 consecutive trading days. The company may complete one or more additional tranches of the offering in the upcoming week.

The company also announces that it has settled an aggregate of $226,000 of indebtedness owed to certain arm's-length and non-arm's-length creditors through the issuance of an aggregate of 4.52 million common shares of the company at a price of five cents per common share.

The common shares and warrants issued pursuant to the offering and debt settlement 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 company intends to use the net proceeds from the offering for working capital purposes and otherwise in a manner consistent with the accomplishment of the company's business objectives.

The transactions constituted a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 as certain insiders of the company subscribed for an aggregate of 700,000 units pursuant to the offering and 3,316,000 common shares pursuant to the debt settlement. 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 insiders does not exceed 25 per cent of the market capitalization of the company, as determined 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 first tranche of the offering, which the company deems reasonable in the circumstances in order to complete the offering in an expeditious manner.

We seek Safe Harbor.

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