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ROS.V ·

Roscan Announces Closing of Bantanko Acquisition

Mergers & Acquisitions

Roscan Announces Closing of Bantanko

Acquisition

Toronto, Ontario--(Newsfile Corp. - May 21, 2021) -

Roscan Gold Corporation

(TSXV: ROS) (FSE:

2OJ) (OTC Pink: RCGCF)

("Roscan" or the "Company")

announces that, further to its press release

of April 12, 2021, it has entered into an arm's length option agreement (the "

Option Agreement

") dated

April 7, 2021 with Harmattan Consulting SARL ("

Harmattan

") whereby the Company was granted an

option (the "

Option

") to acquire 100% of the right, title and interest in one (1) gold and group mineral

substances research and exploration permit (the "

Mining Permit

') for the area of "Bantanko Est, Cercle

de Kenieba" in the subdivision of the Kayes Region of the Republic of Mali (the "

Property

").

The Property

The Bantanko Est permit (''

Permis de Recherche

'') is for gold and mineral products of Group 2. This

permit was awarded to Harmattan Consulting SARL on March 2nd , 2021, by ''Arrêté'' number

20210592/MMEE-SG. The permit is located in the region of Kayes, Cercle of Kéniéba, Republic of Mali.

The permit has a surface area of 55 km2 , is valid for 3 years and can be renewed twice for a period of 3

years each time.

The Permit is located West of the inferred position of the sub-North South regional structure known as

The Senegalo-Malian Shear Zone (SMSZ).

The SMSZ hosts the ore bodies of Diakha and Boto, and the

gold mines of Fekola, Gounkoto and Loulo. The Bantako East permit is cut by an inferred subsidiary

regional break of the SMSZ oriented NE-SW between the mines of Fekola and Tabakoto.

Terms of the Option Agreement

Pursuant to the terms of the Option Agreement, in order to acquire a 100% right, title and interest in the

Property from Harmattan, the Company must:

Upon signing of the Option Agreement, pay Harmattan a cash payment in the amount of

CFA20,000,000 (approximately CAD$45,367.77) and issue Harmattan 90,731 common shares in

the capital of the Company (each, a "

Common Shares

") at a price of $0.50 per Common Share;

On the first anniversary of signing of the Option Agreement, pay Harmattan a cash payment in the

amount of CFA27,500,000, issue Harmattan such number of Common Shares equal to

CFA27,500,000 and incur CFA44,000,000 in expenditures is respect of the Property;

On the second anniversary of signing of the Option Agreement, pay Harmattan a cash payment in

the amount of CFA30,000,000, issue Harmattan such number of Common Shares equal to

CFA30,000,000 and incur CFA147,000,000 in expenditures is respect of the Property; and

Upon filing of the transfer request for the transfer of the Mining Permit to the Company, make a

cash payment to Harmattan in the amount of CFA37,500,000 and issue Harmattan such number of

Common Shares equal to CFA37,500,000.

The Company confirms that the initial cash payment and issuance of the initial Common Shares have

been completed. All securities issued in connection with the Option Agreement are subject to a hold

period expiring four months and one day from the date of issuance.

All payments shall be calculated in CFA francs on the basis of the closing conversion rate determined by

the Central Bank of West African States (BCEAO) on the day immediately preceding the date of

payment, whether in cash or in Common Shares, and in the case of the issuance of Common Shares, on

the basis of the market price of the Common Shares at the close of business on the business day

immediately preceding the payment date. On May 20, 2021, the exchange rate was 1CAD = FCFA

443.87.

Upon the Property entering into industrial gold production under the Mining Permit, the Company will

provide written notice to Harmattan advising of the date of commencement of production and issue

Harmattan such number of Common Shares equal to US$1,000,000, within 30 days of the date of

commencement of production.

If a bankable feasibility study is prepared by the Company in respect of the Property and the study

reveals proven gold reserves equivalent to more than 1,000,000 oz, the Company will provide written

notice to Harmattan of the results of the study and issue Harmattan, within thirty (30) days of receipt of

such notice, such number of Common Shares equal to US$1,000,000.

In the event that the Option is exercised in full, the Company will grant Harmattan a two percent (2%) net

smelter returns royalty (the "

NSR

"), subject to the ability of the Company, at any time, to purchase one

percent (1%) of the NSR (resulting in the remaining NSR being 1%) for a purchase price of

US$1,000,000.

QUALIFIED PERSON (QP) AND NI 43-101 DISCLOSURE

Greg Isenor, P. Geo., Executive Vice-Chairman for the Company, is the designated Qualified Person for

this news release within the meaning of National Instrument 43-101 ("

NI 43-101

") and has reviewed and

verified that the technical information contained herein is accurate and approves of the written disclosure

of same.

ABOUT ROSCAN

Roscan Gold Corporation is a Canadian gold exploration company focused on the acquisition and

exploration of gold properties in West Africa. The Company has assembled a significant land position of

100%-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.

For further information, please contact:

Andrew J. Ramcharan, P. Eng

Executive Vice President - Corporate Development

Tel: (416) 572-2295

Email:

[email protected]

Forward Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve

substantial known and unknown risks and uncertainties, including, but not limited to, the timing of future

exploration work or drilling, and the expansion of the mineralization. These forward-looking statements

are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company,

including, but not limited to, the impact of general economic conditions, industry conditions, volatility of

commodity prices, risks associated with the uncertainty of exploration results and estimates, currency

fluctuations, dependency upon regulatory approvals, the uncertainty of obtaining additional financing and

exploration risk. Readers are cautioned that the assumptions used in the preparation of such

information, although considered reasonable at the time of preparation, may prove to be imprecise and,

as such, undue reliance should not be placed on forward-looking statements. This press release is not,

and is not to be construed in any way as, an offer to buy or sell securities in the United States.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

release.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/84862