Roscan Enters Into Royalty Sale Agreement With Osisko Gold Royalties for Proceeds of up to $10 Million

Toronto, Ontario--(Newsfile Corp. - December 2, 2022) - Roscan Gold Corporation (TSXV: ROS) (FSE: 2OJ) (OTCQB: RCGCF) ("Roscan" or the "Company") is pleased to announce that it has entered into a royalty financing agreement (the "Agreement") with Osisko Gold Royalties Ltd ("Osisko") involving a royalty financing related to the Company's entire 401.8 Km²Kandiolé Project in Mali, West Africa (the "Property").

Osisko has initially acquired a 1.0% net smelter return ("NSR") royalty for upfront consideration of $5.0 million (the "Royalty"). Pursuant to the Agreement, Osisko will retain the option to purchase a second 1.0% NSR (for a total NSR royalty percentage of 2.0%) on the Property at any time for an additional $5.0 million (the "Additional Royalty"). Furthermore, the Company will have the right to compel Osisko to acquire the Additional Royalty in the event Roscan receives a long-term exploitation license on the Property from the Malian government.

Osisko has also been granted a right of first refusal (the "ROFR") on future royalties and streams related to the Property including in relation to the Company's outstanding buyback rights, should the Company decide to sell those rights, and royalties on any future properties acquired or claimed by the Company that are contiguous or complementary to the Property.

Nana Sangmuah, President and Chief Executive Officer of Roscan, commented: "We are very happy to welcome Osisko Gold Royalties, a leading royalty and streaming provider, as a strategic partner while we continue to unlock significant value on the very prospective Kandiolé project which is strategically located between two of the largest producing gold mines in Africa. This financial endorsement will help the Company accelerate our objectives of further resource growth and advancing project development."

Advisors

INFOR Financial Inc. acted as financial advisor and Irwin Lowy, LLP acted as legal advisor to Roscan.

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 Kandiolé), and major gold deposits, located both north and south of its Kandiolé 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.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 Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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