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ROS.V ·

Roscan Gold Announces Debt Settlement

Share Capital & Compensation

Roscan Gold Announces Debt Settlement

Toronto, Ontario--(Newsfile Corp. - May 3, 2024) -

Roscan Gold Corporation (TSXV: ROS) (FSE:

2OJ) (OTCQB: RCGCF) ("Roscan" or the "Company")

is pleased to announce that it has agreed to

settle (the "

Debt Settlement

") an aggregate of US$1,050,000 owing to a certain creditor and related to

drilling and other services provided to the Company to be settled as follows: 1) initial cash payment of

CAD$50,000; 2) issuance of 5,000,000 common shares of the Company (the "

Shares for Debt

") at a

deemed price of CAD$0.08 per common share; and 3) the issuance of a US$677,000 principal amount

interest bearing secured promissory note (the "

Note

").

The shares issued under the Shares for Debt settlement will be subject to contractual trading restrictions

of up to 70,000 shares per business day.

The Note bears interest at 12% per annum from the date of issuance and shall mature on October 11,

2024 (the "

Maturity Date

"). The Note holder shall receive accrued and unpaid interest on the Note, paid

in cash, up to and including the Maturity Date.

The Note issued pursuant to the Debt Settlement is secured by way of a general security agreement

providing security over all of the present and after-acquired property of the Company.

This press release does not constitute an offer to sell or a solicitation of an offer to buy 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 as defined under applicable United

States securities laws unless registered under the U.S. Securities Act and applicable state securities

laws or an exemption from such registration is available.

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.sedarplus.ca

. 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/207996