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Roscan Gold Corp. Announces Increase to Marketed Offering and Concurrent Non-Brokered Offering

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

TORONTO, March 01, 2019 (GLOBE NEWSWIRE) -- Roscan Gold Corp. ("Roscan" or “ROS” or the "Company") (TSX VENTURE: ROS) is pleased to announce today that due to strong demand, it has agreed with Clarus Securities Inc. (the “Agent”), to increase the size of its previously announced C$2,000,000 offering. Pursuant to the upsized deal terms, Clarus will raise up to C$ 3,300,000 (the “Offering”) through an Offering of up to 23,571,428 units of the Company (the “Units”) to be priced at C$0.14 per Unit.  Each Unit is comprised of one common share in the capital of the Company (“Common Share”) and one Common Share purchase warrant (“Warrant”), with each Warrant entitling the holder to purchase one Common Share at an exercise price of $0.22 for 24 months following the completion of the Offering.

In addition, the Company intends to complete a concurrent non-brokered private placement (the “Non-Brokered Offering” and together with the Offering, the “Offerings”) of up to C$500,000 through a Non-Brokered Offering of up to 3,571,429 Units to be priced at C$0.14 per Unit on the same terms as the Offering.

The proceeds raised from the Offerings will be used by the Company for exploration and development of the Company’s mineral properties and for general corporate purposes.

The Offerings are scheduled to close on or about March 14, 2019, and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals of the TSX Venture Exchange. The securities to be issued under the Offerings will be offered by way of private placement exemptions in all the provinces of Canada. The Units to be issued under the Offerings will also be offered offshore, including in the United Kingdom pursuant to applicable exemptions and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities in the United States.  Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the issuer and its management, as well as financial statements.

About Roscan
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:
Greg Isenor
President & CEO
gpisenor@roscan.ca
www.roscan.ca

Neither 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.