Roscan Gold Announces Upsize to Proposed Financing

Roscan Gold Corporation

Suite 401, 217 Queen Street West

Toronto∙ ON ∙ M5V 0R2 ∙ Canada

NEWS RELEASE

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT

AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

Roscan Gold Announces Upsize to Proposed Financing

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

ROS; FSE:2OJ; OTCQB:RCGCF) is pleased to announce that , further to its press release of February 21,

2024, due to investor demand the Company has increased its non-brokered private placement to up to

CAD$2,300,000 principal amount secured subordinate promissory notes for gross proceeds of up to

CAD$2,300,000 (the "Offering").

The Notes shall bear interest at 12% per annum from the date of issuance and shall mature on the date

the is six months from the date of issuance (the "Maturity Date"). The Notes will be convertible, in whole

or in part, into common shares (each, a "Common Share") in the capital of the Company at a conversion

price (the "Conversion Price") equal to CAD$0.11 per Common Share. The Note holders shall receive

accrued and unpaid interest on the Note, paid in cash, up to, but excluding, the earlier of the date of

conversion and the Maturity Date.

The Notes issued pursuant to the Offering shall be secured by way of a general security agreement

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

to all other secured indebtedness of the Company.

Closing of the Offering are subject to customary closing conditions, including the consent of the secured

creditor of the Company with respect to the grant of security , and approvals of applicable securities

regulatory authorities, including the TSX Venture Exchange. It is expected that insiders of the Company

will participate in the Offering for CAD$400,000 principal amount of Convertible Notes. Additional details

regarding insider participation will be provided in subsequent press releases of the Company. All securities

issued in connection with the Offering will be subject to a hold period of four months plus a day from the

date of issuance and the resale rules of applicable securities legislation.

In addition, the Company would like to announce that, further to its press release of February 21, 2024,

its previously announced debt settlement of an aggregate of USD$1,005,000 debt owed to an arm's length

creditor through the issuance of a secured convertible promissory note , will not be proceeding with this

transaction.

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 securiti es laws or an

exemption from such registration is available.

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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 pric es,

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 Ven ture

Exchange) accepts responsibility for the adequacy or accuracy of this release.