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Roscan Enters Into Royalty Sale Agreement With Osisko Gold Royalties for Proceeds of up to $10 Million

Mergers & Acquisitions Royalties & Streams

Roscan Enters Into Royalty Sale Agreement

With Osisko Gold Royalties for Proceeds of up

to $10 Million

Toronto, Ontario--(Newsfile Corp. - December 2, 2022) -

Roscan Gold Corporation

(TSXV: ROS)

(FSE: 2OJ) (OTCQB: RCGCF)

("Roscan" or the "Company")

is pleased to announce that it has

entered into a royalty financing agreement (the "

Agreemen

t") with Osisko Gold Royalties Ltd ("

Osisko

")

involving a royalty financing related to the Company's entire 401.8 Km

2

Kandiolé Project in Mali, West

Africa (the "

Property

").

Osisko has initially acquired a 1.0% net smelter return ("

NSR

") royalty for upfront consideration of $5.0

million (the "

Royalty

").

Pursuant to the Agreement, Osisko will retain the option to purchase a second

1.0% NSR (for a total NSR royalty percentage of 2.0%) on the Property at any time for an additional $5.0

million (the "

Additional Royalty

").

Furthermore, the Company will have the right to compel Osisko to

acquire the Additional Royalty in the event Roscan receives a long-term exploitation license on the

Property from the Malian government.

Osisko has also been granted a right of first refusal (the "

ROFR

") on future royalties and streams related

to the Property including in relation to the Company's outstanding buyback rights, should the Company

decide to sell those rights, and royalties on any future properties acquired or claimed by the Company

that are contiguous or complementary to the Property.

Nana Sangmuah, President and Chief Executive Officer of Roscan, commented

:

"We are very

happy to welcome Osisko Gold Royalties, a leading royalty and streaming provider, as a strategic

partner while we continue to unlock significant value on the very prospective Kandiolé project which is

strategically located between two of the largest producing gold mines in Africa. This financial

endorsement will help the Company accelerate our objectives of further resource growth and

advancing project development."

Advisors

INFOR Financial Inc. acted as financial advisor and Irwin Lowy, LLP acted as legal advisor to Roscan.

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 Kandiolé), and major gold deposits, located both north and south of

its Kandiolé 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/146607