Financing Details - Roscan Gold Corporation has entered into a binding term sheet for a fully subscribed financing of C$1,500,000 through a private placement of secured convertible notes [1] - The secured convertible notes will carry a 12% coupon over a one-year term, with a conversion price of C$0.20 per common share [1][2] - The gross proceeds from the private placement will be used for general working capital purposes [2] Terms and Conditions - The notes are convertible at the option of the note holder into common shares at any time prior to the maturity date or any date set for redemption [2] - The offering is subject to customary closing conditions and approvals from applicable securities regulatory authorities, including the TSX Venture Exchange [3] - All securities issued in connection with the private placement will be subject to a hold period of four months plus a day from the date of issuance [3] Company Overview - Roscan Gold Corporation is a Canadian gold exploration company focused on acquiring and exploring gold properties in West Africa [4] - The company has a significant land position with 100%-owned permits in an area with producing gold mines, including proximity to B2 Gold's Fekola Mine [4]

Core Viewpoint - Matador Technologies Inc. has announced a corrective disclosure regarding its amended secured convertible note facility, which allows the company to issue up to USD$100 million in convertible notes to fund Bitcoin purchases for its balance sheet [2][3]. Group 1: Financing Details - The amended facility includes an initial tranche of USD$10.5 million, with an additional USD$89.5 million available, contingent on regulatory approvals and other conditions [3]. - The investor, ATW Partners, can require the issuance of additional notes totaling up to USD$46.25 million before the uplisting and up to USD$28.75 million after, for a total of USD$75 million [3]. - A commitment fee of 5% of the purchase price of all notes sold will be paid to the investor [3]. Group 2: Strategic Objectives - The financing is aimed at supporting Matador's long-term Bitcoin accumulation plan, with a goal of acquiring up to 1,000 BTC by 2026 [4]. - The company aims to build its Bitcoin holdings to 6,000 BTC by 2027 and to hold approximately 1% of Bitcoin's total supply, positioning itself among the top 20 corporate holders globally [5]. Group 3: Interest and Conversion Terms - The notes will bear an interest rate of 8% per annum, reducing to 5% after uplisting to NASDAQ or NYSE, with a potential increase to 18% in case of default [6]. - Special interest payments will be made based on the occurrence of specific events, with detailed calculations provided for both successful uplisting and failure scenarios [7]. - The principal and interest can be converted into common shares, with a maximum of 19,842,083 shares available for conversion under the initial closing [10]. Group 4: Security and Collateral - The notes will be secured by collateral consisting of Bitcoin, with a requirement of 150% of the principal amount for the initial closing and 100% for subsequent closings [15]. - The conversion price for the principal amount will vary based on the company's listing status, with specific pricing mechanisms outlined for both pre- and post-uplisting scenarios [11][13]. Group 5: Institutional Partnership - ATW Partners is identified as a leading U.S.-based institutional investor focused on innovative growth-stage financing, enhancing Matador's capital strategy [5]. - The partnership underscores sustained institutional interest in Matador's Bitcoin-centric strategy [4]. Group 6: Expansion Plans - Matador is also pursuing an investment in HODL Systems, aiming for a 24% ownership stake, which will strengthen its position as a leading Bitcoin treasury company [19].

Core Viewpoint - CASI Pharmaceuticals has announced a $20 million investment through a convertible note purchase agreement to fund a Phase 1 study in China for renal allograft antibody-mediated rejection (AMR) and to develop a stable, high concentration protein solution for subcutaneous formulation [1][5]. Group 1: Investment Details - The investment will be made in tranches and is subject to multiple closings, contingent on the Purchaser's satisfaction with the Company's business results and financial status [2]. - Each convertible note will mature in 36 months, bearing an interest rate of 12% per annum, and can be converted into ordinary shares at a specified conversion price [3]. Group 2: Company Overview - CASI Pharmaceuticals is a clinical-stage biopharmaceutical company developing CID-103, an anti-CD38 monoclonal antibody aimed at treating organ transplant rejection and autoimmune diseases [4][5]. - CID-103 has shown promising pre-clinical efficacy and clinical safety, and the company has received FDA IND clearance for a Phase 1 study in the U.S. [5].

Core Insights - Matador Technologies Inc. has entered into an amended secured convertible note facility with ATW Partners, allowing the issuance of convertible notes totaling up to USD$100 million [2][3] - The facility is exclusively for purchasing Bitcoin to enhance Matador's balance sheet, with an initial tranche of USD$10.5 million and additional drawdowns subject to regulatory approvals [3][4] - The company aims to accumulate up to 1,000 BTC by 2026 and 6,000 BTC by 2027, targeting a position among the top 20 global corporate holders of Bitcoin [6][19] Financing Structure - The convertible notes will bear an interest rate of 8% per annum, reducing to 5% after the company's uplisting to NASDAQ or NYSE, with a potential increase to 18% in case of default [4][5] - A commitment fee of 5% of the purchase price of all notes sold will be paid to the investor [3][5] - The notes are secured by collateral consisting of Bitcoin, with a requirement of 150% of the principal amount for the initial closing and 100% for subsequent closings [14] Strategic Objectives - The financing supports Matador's long-term Bitcoin accumulation strategy, aiming to increase Bitcoin per share and align with institutional interest [4][5] - The company is focused on maintaining capital efficiency while expanding its Bitcoin position [4][19] - Matador's strategy includes investing in innovative growth-stage financing and enhancing the Bitcoin network through product development [18][20]

Core Points - Credissential Inc. has successfully closed the final tranche of its convertible note offering, raising gross proceeds of CAD 150,000 [1] - The convertible notes carry an interest rate of 20% per annum and have a maturity date of twelve months from issuance [2] - The notes are convertible into common shares at a price equal to 100% of the closing price on the Canadian Securities Exchange, with a minimum conversion price of CAD 0.05 per share [2] - The notes rank as senior unsecured obligations, on par with existing senior unsecured debt, and are junior to secured debt [3] - The company has the option to redeem the notes prior to maturity at 110% of the principal amount, with a ten trading days' notice [4] - There is a 9.99% ownership limitation on the notes, preventing holders from owning more than this percentage of the company's common shares post-conversion [5] - Proceeds from the offering will be used to repay debts and for working capital [6] - The securities issued comply with ASC Rule 72-501 and are not subject to a hold period [7] Company Overview - Credissential is an AI-powered financial services software developer [8]

Core Points - Credissential Inc. has successfully closed the first tranche of its convertible note offering, raising gross proceeds of $360,750 CAD [1] - The convertible notes carry an interest rate of 20% per annum and have a maturity date of twelve months from issuance [2] - The notes are convertible into common shares at a price equal to the closing price on the Canadian Securities Exchange, with a minimum conversion price of $0.05 per share [2] - The net proceeds from the offering will be used to repay certain debts owed to creditors [6] Summary by Sections Offering Details - The offering consists of senior unsecured convertible notes issued to Helena Special Opportunities, LLC [1] - The notes rank pari passu with existing and future senior unsecured indebtedness, senior to subordinated indebtedness, and junior to secured indebtedness [3] - The company has the option to redeem the notes prior to maturity by providing ten trading days' notice and paying 110% of the principal amount being redeemed [4] Ownership Limitations - The convertible notes include a 9.99% ownership limitation, preventing HSO and any joint actors from owning more than 9.99% of the company's common shares post-conversion [5] Regulatory Compliance - All securities issued under the offering are subject to a statutory hold period of four months and one day from the date of issuance in accordance with Canadian securities laws [7] Company Overview - Credissential is an AI-powered financial services software developer [8]

Core Points - Credissential Inc. is conducting a non-brokered private placement of convertible notes for gross proceeds of up to $500,000 [1] - The convertible notes will be unsecured debt obligations, maturing 12 months after the closing date, and can be converted into common shares at a price of $0.05 per share [2] - The net proceeds from the offering will be used for general corporate and working capital purposes [4] Additional Information - The company has granted 7,000,000 Restricted Share Units (RSUs) to certain consultants, subject to a four-month and one-day hold period [5] - Credissential is an AI-powered financial services software developer [6]

Core Viewpoint - Denison Mines Corp. has successfully closed an offering of convertible senior unsecured notes amounting to US$345 million, which positions the company favorably for future investments and construction of its flagship uranium mine in Saskatchewan [1][3]. Offering Details - The offering includes US$300 million from an upsized offering and US$45 million from the full exercise of an option granted to initial purchasers [1]. - The notes have an annual coupon rate of 4.25%, estimated to save Denison over US$100 million in interest payments compared to traditional project debt financing [2][6]. - Approximately US$333 million of net proceeds will be available after deducting commissions and fees [6]. Financial Strategy - The initial conversion price for the notes is set at US$2.92 per share, with an effective conversion price raised to US$4.32 per share due to a capped call overlay strategy [2][6]. - Denison purchased cash-settled call options for approximately US$35.36 million to protect against equity dilution [2][6]. Future Plans - The proceeds from the offering will support the evaluation and development of uranium projects, including the Wheeler River Uranium Project and general corporate purposes [6]. - The company is nearing completion of permitting efforts for the Phoenix ISR operation, with regulatory approvals anticipated [12]. Company Overview - Denison is focused on uranium mining, exploration, and development, with significant interests in the Athabasca Basin region of Saskatchewan [11]. - The company holds a 95% interest in the Wheeler River Uranium Project, which is the largest undeveloped uranium project in the region [11].

As filed with the Securities and Exchange Commission on October 11, 2023 Registration No. 333-274626 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Snail, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation or organization) 7372 (Primary Standard Industrial Classification Code Number) 88-4146991 (I.R.S. Employer Identification Number) 120 ...