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ROS.V ·

Roscan Announces Option and RSU Grant

Share Capital & Compensation

Roscan Announces Option and RSU Grant

Toronto, Ontario--(Newsfile Corp. - February 24, 2022) -

Roscan Gold Corporation

(TSXV: ROS)

(FSE: 2OJ) (OTCQB: RCGCF)

("Roscan" or the "Company")

announces that the Board of

Directors approved on February 15, 2022, to be issued in conjunction with filing the Company's year-end

consolidated financial statements, the Management Discussion and Analysis and the Annual Information

Form, the granting of 2,340,980 options to a director of the Company to purchase common shares

(each, a "Common Share") based on the February 23, 2022 closing price of $0.39 per Common Share

vesting immediately and expiring on February 24, 2027.

The Board of Directors also approved and granted 3,000,000 Restricted Stock Options ("RSU's) to the

President and Chief Executive Officer ("CEO") of the Company, which expire on February 24, 2023.

2,000,000 RSU's have vested, with the balance of 1,000,000 RSU's vesting upon the achievement of

performance-based criteria which was based on a stock price of approximately $0.13 on January 1,

2020 and achieving certain criteria as below:

Vest shall be as follows:

a

.

In the event that the market price of the Common Shares reaches CDN$0.26 at any time

between January 1, 2020 and December 31, 2020, 1,000,000 RSU's shall vest (vested); and

b

.

In the event that the market price of the Common Shares reaches CDN$0.46 at any time

between January 1, 2021 and December 31, 2021, 1,000,000 RSU's shall vest (vested); and

c

.

In the event that the market price of the Common Shares reaches CDN$0.65 at any between

January 1, 2022 and December 31, 2022, 1,000,000 RSU's shall vest.

Michael Gentile, Chair of the Compensation Committee, stated,

"Both Nana Sangmuah and Sir Sam

Jonah joined Roscan Gold when Roscan had a market capitalization of approximately $15.9 million

and a share price of approximately $0.13 per share, the RSU grant to our CEO and options grant to

our Chairman was intended to further align our CEO and Chairman with the interests of our

shareholders. Since both Nana and Sir Sam Jonah have joined Roscan, the stock price has

increased by 300% and their deep West African roots and experience, along with their implication and

dedication to Roscan, has been a driving force behind the success of the company to date. The

Reader should note that on the exercise of the RSU's, the officer may be required to sell up to 50% of

the RSU's in order to cover taxes."

About Roscan

Roscan Gold Corporation 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%-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:

Nana Sangmuah

President & CEO

Tel: (902) 832-5555

Email:

[email protected]

Forward Looking Statements

This news release contains forward-looking information which is not comprised of historical facts.

Forward-looking information is characterized by words such as "plan", "expect", "project", "intend",

"believe", "anticipate", "estimate" and other similar words, or statements that certain events or

conditions "may" or "will" occur. Forward-looking information involves risks, uncertainties and other

factors that could cause actual events, results, and opportunities to differ materially from those

expressed or implied by such forward-looking information. Factors that could cause actual results to

differ materially from such forward-looking information include, but are not limited to, changes in the

state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required

regulatory or governmental approvals, and other risks involved in the mineral exploration and

development industry, including those risks set out in the Company's management's discussion and

analysis as filed under the Company's profile at

www.sedar.com

. Forward-looking information in this

news release is based on the opinions and assumptions of management considered reasonable as of

the date hereof, including that all necessary governmental and regulatory approvals will be received

as and when expected. Although the Company believes that the assumptions and factors used in

preparing the forward-looking information in this news release are reasonable, undue reliance should

not be placed on such information. The Company disclaims any intention or obligation to update or

revise any forward-looking information, other than as required by applicable securities laws.

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/114748