Mr. Nana Sangmuah reports

ROSCAN GOLD ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Roscan Gold Corp. has closed the first tranche of a non-brokered private placement, in which it issued an aggregate of 7,113,700 common shares in the capital of the company at a price of 20 cents per common share for aggregate gross proceeds of $1,422,740. President and chief executive officer Nana Sangmuah and independent director Michael Gentile have subscribed in the offering for a total of 1.65 million common shares.

The offering constituted a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as insiders of the company subscribed for an aggregate of 1.65 million common shares pursuant to the offering. 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 the insiders does not exceed 25 per cent of the market capitalization of the company 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 offering, which the company deems reasonable in the circumstances to complete the offering in an expeditious manner.

The board of directors approved on April 26, 2023, the granting of a total of 4,515,113 incentive stock options to employees, officers, directors and consultants of the company. The options are exercisable at a price of 20 cents per common share, have a term of five years and will vest immediately. The options were granted pursuant to the company's incentive stock option plan and are subject to regulatory approval. In addition, the board of directors also approved and granted 3,225,000 restricted share units to directors and officers.

About Roscan Gold Corp.

Roscan is a Canadian gold exploration company focused on the exploration and acquisition of gold properties in West Africa. The company has assembled a significant land position of 100-per-cent-owned permits in an area of producing gold mines (including B2Gold's Fekola mine, which lies in a contiguous property to the west of Kandiole), and major gold deposits, located both north and south of its Kandiole project in west Mali.

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