News Releases

Roscan Announces RSU/DSU Plan And New Stock Option Plan

February 24, 2020

Toronto, February 24, 2020 – Roscan Gold Corporation (the “Company”) (TSX-V: ROS) announces that the board of directors of the Company adopted a restricted share units and deferred share units (collectively “RSUs/DSUs”) plan (the “RSU/DSU Plan”) and a new stock option plan (the “2020 Stock Option Plan”).

The maximum number of RSUs/DSUs issuable under the RSU/DSU Plan together with the number of stock options issuable under the 2020 Stock Option Plan may not exceed 10% of the number of issued and outstanding common shares of the Company as at the date of a grant under the RSU/DSU Plan or the 2020 Stock Option Plan, as the case may be. Based on the number of common shares currently outstanding, an aggregate of 16,897,236 RSUs/DSUs and/or options can be granted pursuant to the RSU/DSU Plan and/or the 2020 Stock Option Plan. The Company currently has 16,600,000 options outstanding, leaving 237,236 RSUs/DSUs and/or options available for grant. The RSU/DSU Plan and the 2020 Stock Option plan have been conditionally approved by the TSX Venture Exchange and remain subject to disinterested shareholder approval at the next annual and special meeting of the shareholders of the Company to be held on March 26, 2020 (the “Shareholders’ Meeting”).

Further details regarding the RSU/DSU Plan and the 2020 Stock Option Plan will be included in the management information circular of the Company which will be sent to shareholders and filed on SEDAR in connection with the Shareholders’ Meeting.

Roscan Gold Corporation is a Canadian gold exploration company focused on the acquisition and exploration 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 and Chief Executive Officer Tel: (902) 832-5555

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 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.