Roscan Minerals Announces Closing of Private Placement FOR Gross Proceeds of $2 Million

ROSCAN MINERALS CORPORATION

365 Bay Street, Suite 400

Toronto, ON M5H 2V1

FOR IMMEDIATE RELEASE

July 26, 2018

Toronto, Ontario

ROSCAN MINERALS ANNOUNCES CLOSING

OF PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $2 MILLION

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.

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

announce that it has completed its previously announced private placement led by Clarus Securities

Inc. (the “Agent”) by issuing 32,932,132 units (“Units”) at a price of $0.06 per Unit for aggregate

gross proceeds of $1,975,928 (the “Brokered Offering”). The Company issued a further

1,666,667 Units for aggregate gross proceeds $100,000 through non- brokered efforts (the “Non-

Brokered Offering”). Together, the Brokered Offering and Non-Brokered Offering had aggregate

gross proceeds of $2,075,928 through the issuance of 34,598,798 Units (together, 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 $0.12 for 24 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 trading price of

the Common Shares of the Company on the TSX Venture Exchange is $0.24 or more for at least

20 consecutive trading days, in which case the C ompany may provide notice to Warrant holders

to exercise their Warrants within 10 days following the date of such notice.

The Common Shares and Warrants issued pursuant to the Offering will be subject to a hold period

of four months 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 exploration and

development of the Company’s mineral properties and for general corporate and working capital

purposes.

As consideration for the services provided by the Agent in connection with the Brokered Offering,

the Agent received a fee of 1,584,295 compensation Units (the “Compensation Units”) and

1,584,295 of non-transferable broker warrants (the “ Broker Warrants”). Each Broker Warrant

entitles the holder thereof to purchase one Common Sha re at an exercise price of $0.06 for 24

months from the closing of the Offering.

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 3,750,033 Units pursuant to the Offering. The Company

is relying on the exemptions from the valuation and minorit y shareholder approval 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 t he market capitalization of the Company, as determined in accordance with

MI 61-101. The Company did not file a material change report in respect of the related party

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transaction at least 21 days before the closing of the second tranche of the Offering , which the

Company deems reasonable in the circumstances in order to complete the Offering in an

expeditious manner.

The Company may complete additional tranches of the Non-Brokered Offering.

ABOUT ROSCAN

RosCan Minerals Corporation is a Canadian gold exploration company focussed on West Africa.

The Company has assembled a land position of 100% -owned permits in an area of large gold

deposits for its Kandiole Project in west Mali. RosCan is also exploring the gold potential of the

early exploration stage Dormaa Project in Ghana, in which RosCan can earn a 50% interest through

an option agreement with Pelangio Exploration Inc.

For further information, please contact:

Greg Isenor

President and Chief Executive Officer

Tel: (902) 832-5555 or (416) 293-8437

Email: [email protected]

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.