Roscan Gold Announces Extension to Promissory Notes

Roscan Gold Corporation

Suite 401, 217 Queen Street West

Toronto∙ ON ∙ M5V 0R2 ∙ Canada

NEWS RELEASE

Roscan Gold Announces Extension to Promissory Notes

Toronto, Ontario. – September 6, 2024 – Roscan Gold Corporation (“Roscan” or the “Company”) (TSX-

V: ROS; FSE:2OJ; OTCQB:RCGCF) announces that, further to its press release of March 11, 2024, it intends

to extend the maturity date of its outstanding secured subordinate promissory notes in the aggregate of

$1,000,000 (the "Notes"). The Company intends to extend the maturity date from September 11, 2024 to

September 11, 2025 (the " Proposed Amendment"). All other terms and conditions of the Notes shall

remain unchanged.

The Proposed Amendment is considered 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 hold an aggregate of $400,000 principal amount

of Notes. 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 insider

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 more than 21 days before the closing of the Offering

because the details of the Proposed Amendment were not settled until recently.

The Proposed Amendment is subject to customary closing conditions and approvals of applicable

securities regulatory authorities, including the TSX Venture Exchange.

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: (416) 900-1412

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

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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 plus.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.