ROSCAN AMENDS GHANA GOLD PROJECT OPTION AGREEMENT WITH PELANGIO AND PRIVATE PLACEMENT Further to Roscan Minerals Corporation’s (“ Roscan” or the “ Company”)
ROSCAN MINERALS CORPORATION
365 Bay Street, Suite 400
Toronto, ON M5H 2V1
FOR IMMEDIATE RELEASE
February 22, 2017
Toronto, Ontario
ROSCAN AMENDS GHANA GOLD PROJECT OPTION AGREEMENT WITH PELANGIO
AND PRIVATE PLACEMENT
Further to Roscan Minerals Corporation’s (“ Roscan” or the “ Company”) (TSX-V:ROS.H)
announcement of November 8, 2016, the Company is pleased to announce that certain payments due
pursuant to the option and joint venture agreement (the “Option”), dated November 7, 2016, with
Pelangio Exploration Inc. have been extended and are now as follows:
(a) fund an aggregate of $2,000,000 in exploration expenditures, as follows:
Amount Due Date
$150,000 By March 5, 2017;
$150,000 By May 4, 2017;
$700,000 By December 5, 2017; and,
$1,000,000 By December 5, 2018.
(b) pay to Pelangio an aggregate of $160,000, as follows:
Amount Due Date
$10,000 On November 7, 2016 (paid)
$50,000 On December 5, 2017; and,
$100,000 On December 5, 2018
In addition, the previously announced private place ment has been changed to a non-brokered private
placement of up to 5,000,000 units (each, a “Unit”) of the Company, at a price of $0.05 per Unit for gross
proceeds of up to $250,000. Each Unit will consist of one common share (the “Common Share”) and one
Common Share purchase warrant (the “ Warrant”) entitling the holder thereof to purchase one additional
Common Share at an exercise price of $0.08 for twel ve (12) months from the date of issuance. The
Company reserves the right to accelerate the expiration of the Warrants, if at any time, which is more than
four months and one day following th e closing date of the private placement, the closing price of the
Company’s Common Shares is $0.15 or more for at least twenty (20) consecutive trading days. The
Common Shares and Warrants comprising the Units will be subject to resale restriction for four months
plus one day from the date of issuance. The Comp any may pay finder’s fees with respect to proceeds
raised.
The Company intends to use the net proceeds from th e Offering to fund its initial exploration payment
under the Option, for working capital purposes and otherwise in a manner consistent with the
accomplishment of the Company’s business objectives.
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For further information, please contact:
Mark McMurdie, Chief Financial Officer
Roscan Minerals Corporation
Tel: (416) 293-8437
Fax: (416) 293-3957
Email: [email protected]
Neither TSX Venture Exchange nor its Regulation Servi ces Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain “forward-look ing statements” under applicable Canadian securities
legislation that are not historical facts. Forward- looking statements invol ve risks, uncertainties, and
other factors that could cause actual results, pe rformance, prospects, and opportunities to differ
materially from those expressed or implied by su ch forward-looking stat ements. Forward-looking
statements in this news release include, but are not limited to, statements with respect to the option to
earn an interest in the Dormaa Project, the Com pany’s proposed financing ac tivities and its ability to
satisfy its project financing and working capital needs, planned use of any proceeds or available funds,
objectives, goals or future exploration plans at the Dormaa Project, the business and operations of the
Company. Forward-looking statements are necessari ly based on a number of estimates and assumptions
that, while considered reasonable, are subject to known and unknown risks, uncertainties and other
factors which may cause actual results and future even ts to differ materially from those expressed or
implied by such forward-looking statements. Such factors include, but are not limited to: failure of
Pelangio to obtain the authorizations for the assignm ent to it of the Prospecting License; the Company’s
inability to obtain financing to sa tisfy the payments necessary for it to earn an interest in the Dormaa
Project when due; political and economic risks related to Ghana, title risks, liquidity risks related to the
Company and Pelangio, general business, economic and social uncertainties; litigation, legislative,
environmental and other judicial, regulatory, political and competitive developments; delay or failure to
receive board or regulatory approvals; those additional risks set out in the Company’s public documents
filed on SEDAR at www.sedar.com; and other matters di scussed in this news release. Although the
Company believes that the assumptions and factors used in preparing the forward-looking statements are
reasonable, undue reliance should not be placed on th ese statements, which only apply as of the date of
this news release, and no assurance can be given that such events will occur in the disclosed time frames
or at all. Except where required by law, the Company disclaims any intention or obligation to update or
revise any forward-looking statement, whether as a result of new information, future events, or otherwise.