Roscan Gold firms up acquisition of Komet Mali

Jun 17, 2020

2020-06-17 06:56 ET – News Release

Mr. Nana Sangmuah reports

ROSCAN GOLD SIGNS DEFINITIVE AGREEMENT FOR KOMET RESOURCES’ PROPERTY IN MALI & FURTHER EXPANDS DRILL PROGRAM TO 45,000 METERS

Roscan Gold Corp. has signed a definitive agreement (DA) with Komet Resources to purchase its wholly owned subsidiary, Komet Mali SARL, which owns the Dabia Sud gold property. Roscan expects to close the acquisition by end of June, 2020 (please see previously announced press release dated May 11, 2020).

President and chief executive officer Nana Sangmuah stated: “We are now one step closer to the acquisition of this exciting project from Komet Mali. Our goal is to immediately commence exploration after the acquisition. Exploration focus at the Dabia Sud gold property will be to evaluate the highly prospective regional targets at Komet Mali with our updated drill program.”

Additionally, Roscan is pleased to announce plans for the upcoming rainy season and 2020 drill program at its 100-per-cent-owned Kandiole project in West Africa, Mali. Expected to kick off in early July of 2020, the company is planning a further 15,000-metre drill campaign and has an additional two drill rigs at site. This will take it to four drill rigs at site for a total of 45,000 m drill program in 2020. Currently, Roscan has three drill rigs at site and the fourth drill rig is expected to arrive in early July, 2020.

Roscan initially started with a 10,000 m drill program in January, 2020, and quickly tripled its drill program to 30,000 m for 2020 in February (please see previously announced press release dated Feb. 27, 2020).

The company intends to provide a comprehensive exploration update of drilling on both Mankouke South and Kandiole later this month.

Assets acquired

Highly prospective land package adjacent of Roscan to the northeast and west of Oklo Resources;
The Kabaya deposit has a historical estimate that is pit constrained with 105,000 ounces of indicated resource and 35,000 ounces of inferred resource, and has been drilled to an average depth of 80 m, and the deposit remains open at depth.

Kabaya project

The historical estimate is based on optimized pit shells using a gold price of $1,350 (U.S.) and a presumed heap leach gold recovery of saprolite material.

Classification         Tonnage            Au        Ounces
                          (Mt)         (g/t)         (koz)

Indicated                 3.17          1.03           105
Inferred                  0.96          1.14            35

Table 1: pit-constraint historical estimate:

The effective date for resources is Jan. 7, 2019 (source Komet’s National Instrument 43-101).
The independent qualified person for this resources estimate is Yann Camus, Eng, SGS Canada Inc.
The mineral resources are presented at a 0.4 g/t Au cut-off grade in pits.
The resources are presented without dilution.
Whittle pits have been utilized based on a gold value of $1,350 (U.S.) per ounce.
Mineral resources that are not mineral reserves do not have demonstrated economic viability.
No economic evaluation of the resources has been produced.
This resource estimate has been prepared in accordance with CIM (Canadian Institute of Mining, Metallurgy and Petroleum) definitions (2014).
Density used is of 1.7 based on measurements and similar projects.
Capping grade is of 30 g/t Au on original assays.

Based on the disclosure of historical estimate of NI 43-101, Section 2.4:

The source is Komet’s NI 43-101 that is effective Jan. 7, 2019.
The company considers the reliably and relevance to be reasonable.
The key assumptions are listed above.
The categories are similar (the historical estimate was prepared using CIM definitions).
There are no recent estimates.
The QP needs to complete due diligence to verify the historical estimate.
The qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves.
The issuer is not treating the historical estimate as current mineral resources or mineral reserves.

Consideration paid

The terms of the transaction

Acquisition price at $3.2-million comprising 50 per cent in cash and 50 per cent in shares of Roscan, equating to a purchase price of $16 (U.S.) per ounce:

$1.6-million cash payment to Komet;
$1.6-million in Roscan shares (subject to TSX Venture Exchange approval, the number of Roscan shares to be issued by Roscan in connection with the payment will be calculated by dividing such amount by five-day VWAP (volume-weighted average price) of the Roscan shares on the TSX-V calculated as of the day prior to the closing date).

Roscan will not assume any liabilities and no rights are retained by the vendor.

Qualified person

The scientific and technical data contained in this news release were approved by Greg Isenor, PGeo, a non-independent qualified person under National Instrument 43-101 Standards of Disclosure of Mineral Projects.

About Roscan Gold Corp.

Roscan Gold is a Canadian gold exploration company focused on the acquisition and exploration of gold properties in West Africa.

We seek Safe Harbor.

http://www.roscan.ca/