Mr. Nana Sangmuah reports

ROSCAN GOLD ANNOUNCES THE CLOSING OF THE PREVIOUSLY ANNOUNCED NOTE FINANCING OF C$1.5 MILLION

Further to its press release of Dec. 18, 2025, Roscan Gold Corp. has completed its non-brokered private placement through the issuance of an aggregate of $1,505,000 principal amount secured subordinate promissory notes. Gross proceeds of the offering will be used for general corporate and working capital purposes.

The notes bear interest at 12 per cent per annum from the date of issuance and shall mature on Jan. 29, 2027. The notes are convertible, in whole or in part, into common shares in the capital of the company at a conversion price equal to 15 cents per common share. The noteholders 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 are 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.

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.

The offering constituted 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, as an insider of the company subscribed an aggregate of $700,000 principal amount of notes pursuant to the offering. 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 per cent of the market capitalization of the company in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the offering, which the company deems reasonable in the circumstances in order to complete the offering in an expeditious manner.

About Roscan Gold Corp.

Roscan Gold 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-per-cent-owned permits in an area of producing gold mines (including B2Gold'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.

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