Mr. Nana Sangmuah reports

ROSCAN GOLD ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

Roscan Gold Corp., further to its press releases of Feb. 21, 2024, and March 6, 2024, has closed the initial tranche of a non-brokered private placement through the issuance of an aggregate of $1-million principal amount secured subordinate promissory notes for gross proceeds of $1-million. Gross proceeds of the offering will be used for general corporate and working capital purposes.

The notes bear interest at 12 per cent per annum from the date of issuance and shall mature on Sept. 11, 2024. The notes are 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 noteholders 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 are 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.

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.

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.

We seek Safe Harbor.