Toronto, Ontario. – May 3, 2024 – Roscan Gold Corporation (“Roscan” or the “Company”) (TSX-V: ROS; FSE:2OJ; OTCQB:RCGCF) 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: info@Roscan.ca 

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.