Roscan Minerals Announces Closing of First Tranche of Private Placement and Debt Settlement

ROSCAN MINERALS CORPORATION

365 Bay Street, Suite 400

Toronto, ON M5H 2V1

FOR IMMEDIATE RELEASE

April 26, 2017

Toronto, Ontario

ROSCAN MINERALS ANNOUNCES CLOSING OF FIRST TRANCHE OF

PRIVATE PLACEMENT AND DEBT SETTLEMENT

Roscan Minerals Corporation (“ Roscan” or the “ Company”) (TSX-V: ROS.H) is pleased to

announce that it has closed the first tranche of its previously announced non-brokered private

placement by issuing 4,300,000 units (“ Units”) at a price of $0.05 per Unit for aggregate gross

proceeds of $215,000 (the “Offering”).

Each Unit is comprised of one common share (“ Common Share ”) and one Common Share

purchase warrant (“ Warrant”). Each Warrant entitles the holder thereof to purchase one

additional Common Share at an exercise price of $0.08 for twelve (12) months from the closing

of the Offering. 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 the closing date of the Offering,

the closing price of the Common Shares of the Company is $0.15 or more for at least twenty (20)

consecutive trading days. The Company may comp lete one or more additional tranches of the

Offering in the upcoming week.

The Company also announces that it has settled an aggregate of $226,000 of indebtedness owed

to certain arm’s length and non-arm’s length cred itors through the issuance of an aggregate of

4,520,000 Common Shares of the Company at a price of $0.05 per Common Share (the “ Debt

Settlement”).

The Common Shares and Warrants issued pursuant to the Offering and Debt Settlement will be

subject to a hold period of four mo nths plus a day from the date of issuance and the resale rules

of applicable securities legislation.

The Company intends to use the net proceeds from the Offering for working capital purposes and

otherwise in a manner consistent with th e accomplishment of the Company’s business

objectives.

The transactions constituted a related party transaction within the meaning of TSX Venture

Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”) as certain insiders of the

Company subscribed for an aggregate of 700,000 Units pursuant to the Offering and 3,316,000

Common Shares pursuant to the Debt Settlement. The Company is relying on the exemptions

from the valuation and minority shareholder ap proval requirements of MI 61-101 contained in

sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market

and the fair market value of the participation in the Offering by insiders does not exceed 25% of

the market capitalization of the Company, as de termined in accordance with MI 61-101. The

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Company did not file a material change report in respect of the related party transaction at least

21 days before the closing of the first tranche of the Offering, which the Company deems

reasonable in the circumstances in order to complete the Offering in an expeditious manner.

For further information, please contact:

Mark McMurdie,

Chief Financial Officer

Tel: (416) 293-8437

Email: [email protected]

Neither TSX Venture Exchange nor its Regulation Services Prov ider (as that term is defined in the policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains certain “forward-looking inform ation” within the meaning of applicable securities law.

Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”,

“believe”, “anticipate”, “estimate”, “m ay”, “will”, “would”, “potential”, “pro posed” and other similar words, or

statements that certain events or conditions “may” or “will” occur. These statements are only predictions.

Forward-looking information is based on the opinions and estimates of management at the date the information is

provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or

results to differ materially from those projected in the fo rward-looking information. For a description of the risks

and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s

Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking

information if circumstances or management's estimates or opinions should change, unless required by law. The

reader is cautioned not to place undue reliance on forward-looking information.