Mr. Nana Sangmuah reports

ROSCAN GOLD ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES WITH MICHAEL GENTILE

Further to its press release dated Sept. 11, 2024, Roscan Gold Corp. has closed its non-brokered private placement with Michael Gentile, a director of the company, for a $300,000 principal amount secured subordinate promissory note for gross proceeds of $300,000. Gross proceeds of the offering will be used for general corporate and working capital purposes.

The note bears interest at 12 per cent per year from the date of issuance and matures on Sept. 11, 2025. The note is 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 noteholder shall receive accrued and unpaid interest on the note, paid in cash, up to, but excluding, the earlier of the date of conversion or the maturity date.

The note issued pursuant to the offering is 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.

The offering constitutes 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 Mr. Gentile subscribed for a $300,000 principal amount note pursuant to the offering. In that regard, the company is relying on the exemptions from formal 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, on the basis that the company is not listed on a specified market and the fair market value of the participation in the offering by Mr. Gentile will not exceed 25 per cent of the market capitalization of the company, in accordance with MI 61-101.

About Roscan Gold Corp.

Roscan Gold is a Canadian gold exploration company focused on the exploration and acquisition of gold properties in Western 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 western Mali.

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