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Roscan Gold Corporation

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Komet Announces Signing of Agreement for the Sale of the Dabia Sud Property in Mali

MONTREAL, May 15, 2020 (GLOBE NEWSWIRE) -- Les Ressources Komet Inc. (« Komet » or the « Company »; TSX-V: KMT) is pleased to announce that it has entered into a binding letter of intent under which it will sell all of the issued and outstanding shares of Komet Mali SARL, its wholly-owned Mali subsidiary, to Roscan Gold Corporation ("Roscan"; TSX-V: ROS). Komet Mali SARL owns the Dabia Sud project, comprising 35 km2 of concessions with very promising gold exploration potential and located adjacent to Roscan’s Kandiole property.

Transaction highlights

1)Set of very promising properties adjacent to Roscan, to the northeast and west of Oklo Resources (OKU AU);
  
2)Includes the near-surface Kabaya gold deposit containing a NI 43-101 resource of 105,000 ounces of indicated resources and 35,000 ounces of inferred resources that was drilled at an average depth of 80 m; the deposit remains fully open (see Komet press release dated January 21, 2019 and report filed on SEDAR entitled "Dabia Sud Property, Mali, Kabaya Resource Estimate, NI 43-101 Technical Report” by SGS Minerals);
  
3)Several high priority targets on the property, including Kabaya, Disse and Walia; and
  
4)Disposition price of CAD $ 3.2 million, of which 50% in cash and 50% in Roscan shares, pricing of the shares to be made according to by 5-day VWAP of the Roscan Shares on the TSX-V, calculated as of the day prior to the closing date of the transaction.

Roscan shares issued in the transaction will be subject to a voluntary hold period for 6 months after the closing date. It is also expected that Komet will enter into a voting trust agreement with Roscan pursuant to which it will agree to vote the Purchase Shares in favour of management’s recommendations.

The transaction remains subject to customary conditions including signing of a definitive agreement, completion of satisfactory due diligence and receipt of TSX-V approval. Trading in shares of Komet could remain halted until the Company has received final approval from the TSX-V.

Closing of this arm’s length transaction is slated for May 21, 2020.

Robert Wares, President and Chairman of Komet Resources, stated: “This transaction will provide our shareholders with exposure to a well-managed and successful gold exploration company in Mali.  With a strong operating history, solid balance sheet and significant experience, Roscan’s management team is well-positioned to fund and continue to advance the project. The proceeds from this transaction will allow Komet to restructure and proceed with base and precious metal exploration programs in Eastern Canada.”

Nana Sangmuah, President and CEO of Roscan, stated, “We are delighted to work towards consolidating a key asset in this prolific mining district at a very attractive price for our shareholders. This acquisition will add an attractive mineral resource stage expansion portfolio with an extensive exploration data base which can’t be understated. This provides an opportunity for Roscan to achieve new discoveries and delineate new resources in the Dabia Project. The Company is in an excellent financial position to maximize the value of this to be acquired asset and our highly prospective land package in Mali.”

Qualified Person

The technical data contained in this news release was approved by Pascal Van Osta, P.Geo., an independent “qualified person” under the National Instrument 43-101 Standards of Disclosure of Mineral Projects.

More information about the Corporation is available at:: http://kometgold.com.

Investor Relations/information :

Mr. Robert Wares, Chairman and interim President:  514-951-4235 / r.wares@kometgold.com

Cautionary Statements Regarding Estimates of Mineral Resources

This news release uses the terms indicated and inferred mineral resources as a relative measure of the level of confidence in the resource estimate. Readers are cautioned that mineral resources are not mineral reserves and that the economic viability of resources that are not mineral reserves has not been demonstrated. The mineral resource estimate disclosed in this news release may be materially affected by geology, environmental, permitting, legal, title, socio-political, marketing or other relevant issues. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued drilling. The mineral resource estimate is classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum’s “CIM Definition Standards on Mineral Resources and Mineral Reserves” incorporated by reference into NI 43-101 (“CIM”). Under NI 43-101, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies or economic studies except for preliminary economic assessments. Readers are cautioned not to assume that further work on the stated resources will lead to mineral reserves that can be mined economically.

Forward-looking Statements

This press release contains statements that may constitute “forward-looking information” or “forward-looking statements” as set out within the context of security law. This forward-looking information is subject to many risks and uncertainties, some of which are beyond Komet’s control. The actual results or conclusions may differ considerably from those that have been set out, or intimated, in this forward-looking information. There are many factors which may cause such disparity, especially the instability of metal market prices, the results of fluctuations in foreign currency exchange rates or in interest rates, poorly estimated resources, environmental risks (stricter regulations), unforeseen geological situations, unfavourable extraction conditions, political risks brought on by mining in developing countries, regulatory and governmental policy changes (laws and policies), failure to obtain the requisite permits and approvals from government bodies, or any other risk relating to mining and development. There is no guarantee that the circumstances anticipated in this forward-looking information will occur, or if they do occur, how they will benefit Komet. The forward-looking information is based on the estimates and opinions of Komet’s management at the time of the publication of the information and Komet does not assume any obligation to make public updates or modifications to any of the forward-looking statements, whether as a result of new information, future events, or any other cause, except if it is required by securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

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