Roscan Gold Announces US$ 5.0 Million Strategic Investment by Asante Gold Corporation

Toronto, Ontario--(Newsfile Corp. - September 23, 2021) - Roscan Gold Corporation (TSXV: ROS) (FSE: 2OJ) (OTC Pink: RCGCF) ("Roscan" or the "Company") is pleased to announce a US$5.0 million strategic investment by Asante Gold Corporation (CSE: ASE) (FSE: 1A9) (OTC: ASGOF) ("Asante"), to advance the Company's 100%-owned Kandiole Gold Project in West Mali.

Asante has agreed to subscribe for and purchase 22.1 million common shares at a price of C$0.29 per share for aggregate gross proceeds of US$5,000,000 (approximately C$6,400,000 as at September 22, 2021), resulting in Asante owning approximately 6.7% of Roscan's outstanding common shares. The C$0.29 price per share reflects a 14% premium to the closing price on September 22, 2021.

Commenting on the announcement, Nana Sangmuah, President & CEO said: "We are pleased to welcome Asante as a strategic investor in the Company. The investment by Asante introduces a rapidly growing partner with solid African based assets and strong connections with alternative pools of capital to help us unlock value on our highly prospective land package, and with minimal dilution."

Douglas MacQuarrie, President & CEO of Asante states: "Roscan's 100% owned Kandiole Gold Project is located in one of the most prolific gold jurisdictions in West Africa and shows a high potential to define substantial gold mineral resources. With this financing, Asante's shareholders gain exposure to large exploration upside potential, and at a very attractive entry point."

Roscan remains the sole owner of the Kandiole Gold Project and will continue to be the operator. The Company will use the proceeds of the strategic investment to fund its exploration program towards maiden resources over its 401.8km2 of area and multiple high potential targets.

In connection with the strategic investment, Asante and Roscan will enter into an investor rights agreement, whereby, subject to certain conditions, including time and ownership thresholds, Asante will have certain rights, including the right to appoint one Board member to Roscan's Board of Directors. Under the investor rights agreement, for a period of 4 months, Asante has also agreed not to sell, transfer, offer or otherwise dispose of any shares without first notifying the Company. In addition, in the event of an equity financing subsequent to this offering of Common Shares, Asante will have the option to participate at a pro rata level so as to maintain their shareholder position in the Company. The shares acquired by Asante are for investment purposes and depending on market conditions, reformulation of plans and/or other relevant factors, it may elect to increase, decrease or dispose its shareholding position.

The closing of the strategic investment is expected to occur on or about October 15, 2021 and is subject to regulatory approval, including that of the TSX Venture Exchange. The common shares will be subject to a statutory hold period in accordance with applicable securities legislation.

In addition to Asante's strategic investment, Roscan is in discussions with other strategic partners for additional investment of up to 19.9% of the Company to fast-track unlocking the value proposition on the broader land package. While there is strong interest, there can be no guarantee that Roscan and the interested parties can reach mutually agreeable terms.

About Roscan

Roscan Gold Corporation is a well-financed 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 is contiguous 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
Email: clittle@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.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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/97374

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