Ms. Nana Sangmuah reports

ROSCAN GOLD ANNOUNCES UPSIZE TO PROPOSED FINANCING

Further to its press release of Feb. 21, 2024, due to investor demand, Roscan Gold Corp. has increased its non-brokered private placement to up to $2.3-million principal amount secured subordinate promissory notes for gross proceeds of up to $2.3-million.

The notes shall bear interest at 12 per cent per annum from the date of issuance and shall mature on the date the is six months from the date of issuance. The notes will be convertible, in whole or in part, into common shares in the capital of the company at a conversion price equal to 11 cents per common share. The note holders shall receive accrued and unpaid interest on the note, paid in cash, up to, but excluding, the earlier of the date of conversion and the maturity date.

The notes issued pursuant to the offering shall be secured by way of a general security agreement providing security over all of the present and after-acquired property of the company ranking subordinate to all other secured indebtedness of the company.

Closing of the offering are subject to customary closing conditions, including the consent of the secured creditor of the company with respect to the grant of security, and approvals of applicable securities regulatory authorities, including the TSX Venture Exchange. It is expected that insiders of the company will participate in the offering for $400,000 principal amount of convertible notes. Additional details regarding insider participation will be provided in subsequent press releases of the company. All securities issued in connection with the offering 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.

In addition, the company would like to announce that, further to its press release of Feb. 21, 2024, its previously announced debt settlement of an aggregate of $1,005,000 (U.S.) debt owed to an arm's-length creditor through the issuance of a secured convertible promissory note, will not be proceeding with this transaction.

About Roscan Gold Corp.

Roscan Gold 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 B2 Gold'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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