Roscan Gold Announces Closing of First Tranche of Non-Brokered Private Placement

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

TORONTO, ON / ACCESSWIRE / May 1, 2023 / Roscan Gold Corporation ("Roscan" or the "Company") (TSXV:ROS); (FSE:2OJ);(OTCQB:RCGCF) announces that it has closed the first tranche of a non-brokered private placement (the "Offering") in which it issued an aggregate of 7,113,700 common shares (each, a "Common Share") in the capital of the Company at a price of C$0.20 per Common Share for aggregate gross proceeds of C$1,422,740. President & CEO, Mr. Nana Sangmuah, and Independent Director, Mr. Michael Gentile, have subscribed in the Offering for a total of 1,650,000 of 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 ("MI 61-101") as insiders of the Company subscribed for an aggregate of 1,650,000 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% 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 of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The Board of Directors approved on April 26, 2023, the granting of a total of 4,515,113 incentive stock options (the "Options") to employees, officers, directors and consultants of the Company. The Options are exercisable at a price of $0.20 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.