Roscan Gold Corp V.ROS

RosCan to Acquire Prognoz Silver Property

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RosCan to Acquire Prognoz Silver Property
5/28/2008 10:03:46 AM - Market Wire

TORONTO, ONTARIO, May 28, 2008 (MARKET WIRE via COMTEX News Network) --

ROSCAN MINERALS CORPORATION ("Roscan") (TSX VENTURE: ROS) announces that it has entered into two arm's length agreements to acquire a 100% interest in the Prognoz Silver Project situated in the Republic of Sakha (Yakutia) of the Russian Federation (the "Property"). High River Gold Mines Limited ("High River") (TSX: HRG), which holds an indirect 50% interest in the Property, has completed a preliminary resource estimate (the "Resource Estimate") for the Property, which has been audited by Micon International Limited ("Micon") in a National Instrument 43-101 ("NI 43-101") compliant technical report dated January 14, 2008 (the "Technical Report"). The Resource Estimate calculates an indicated resource of 3.5 million tonnes at a grade of 636 g/t silver and an inferred resource of 2.21 million tonnes at a grade of 551 g/t silver, based on a 100 g/t silver cut-off grade. This Canadian Institute of Mining and Petroleum ("CIM") compliant Resource Estimate is based on information from 198 drill holes and 390 surface trenches completed prior to May 31, 2007.

Resource Estimate for the Prognoz Silver Project
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Indicated Resources Inferred Resources
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Contained Metal Contained Metal
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Million Million
Cut-off Grade Tonnes Ounces Grade Tonnes Ounces
(g/t Million (g/t of of Million (g/t of of
Silver) Tonnes Silver) Silver Silver Tonnes Silver) Silver Silver
----------------------------------------------------------------------------
100 3.5 636 2224.1 71.5 2.21 551 1218.3 39.2
----------------------------------------------------------------------------

The Qualified Persons responsible for the calculation of the Resource Estimate are William J. Lewis, B.Sc., P. Geo., and Dibya Kanti Mukhopadhyay (MAusIMM) of Micon, each a qualified person as required by National Instrument 43-101 ("NI 43-101"). The Technical Report is available under High River's profile at www.sedar.com.

Terms of Agreements

Each of the vendors will receive 50% of the purchase price ("Purchase Price") for the Property , which will be equal to $0.55 per ounce of silver outlined in an updated resource estimate, using a minimum cut-off grade of 50 g/t silver, to be contained in an NI 43-101 compliant technical report which is anticipated shortly.

On May 27, 2008, Roscan and Roscan Minerals (BVI) Corp. ("Roscan BVI"), as purchasers, entered into a share sale agreement with High River and High River Gold Mines (International) Ltd., a BVI company, as vendors to purchase Prognoz Invest Ltd., a BVI company and a wholly-owned subsidiary of High River, which indirectly holds High River's interest in the Property. High River will receive common shares of Roscan (each a "Roscan Share") valued at the issue price under the Offering as consideration for its interest in the Property.

Roscan will also assume certain liabilities related to the 2007 and 2008 exploration programs on the Property.

Roscan will acquire the other 50% interest in the Property under the terms of a share sale agreement dated May 26, 2008, between Roscan and Roscan BVI, as purchasers, and a private BVI company, as vendor. Roscan and Roscan BVI have agreed to purchase Polar Silver Resources Ltd., to be satisfied through the issuance of approximately 9.9% of the Roscan Shares valued at the issue price under the Offering, assuming completion of the acquisitions and the Offering, and the balance will be paid in cash.

In addition, Roscan has agreed to make an additional payment to the vendors (50% each) for the Property, which will be equal to $0.55 for each additional ounce of silver delineated during the 2008 exploration program on the Property, and audited in a NI 43-101 compliant technical report, provided that the Purchase Price and the additional payment, in aggregate, shall not exceed $110,000,000 (for a maximum of 200,000,000 ounces of silver).

Roscan anticipates a new management team will be appointed in connection with the proposed acquisitions and negotiations are currently ongoing with several individuals.

Proposed Financing

Roscan has retained GMP Securities L.P. and Jacob & Company Securities Inc. ("Jacob & Company") to act as co-lead agents in connection with a proposed private placement (the "Offering") of subscription receipts. The terms of the Offering have not been finalized, however, Roscan anticipates that, upon receipt of regulatory approval and completion of the acquisitions, each subscription receipt will automatically be converted into one Roscan Share. Roscan intends to file a prospectus to qualify the distribution of the Roscan Shares issuable upon the conversion of the subscription receipts.

The Offering is expected to close during July, 2008. The net proceeds from the Offering will be used to fund the payment of the Purchase Price, to satisfy exploration expenditures incurred on the Property and further exploration and development on the Property.

Terms and Conditions of the Proposed Transaction

The proposed transactions are arm's length transaction as the directors and officers of Roscan have no ownership or other interest in any of the vendors of the Property. As part of the regulatory approval process, Roscan anticipates submitting the prospectus to the TSX Venture Exchange ("TSXV") for review. The Roscan Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV and submission of required documentation to the TSXV.

Jacob & Company acts on behalf of Roscan as its exclusive financial advisor in connection with the proposed acquisitions. In connection with its services, upon the acquisition closings, and subject to regulatory approval, including without limitation, the approval of the TSXV, Roscan has agreed to pay Jacob & Company a fee equal to 1.0% of the number of Roscan Shares outstanding on the completion of the acquisitions and the Offering.

Completion of the proposed transactions is subject to a number of conditions including TSXV acceptance and disinterested shareholder approval. The transactions cannot close until shareholder approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the prospectus to be prepared in connection with the proposed transactions, any information released or received with respect to the proposed transactions may not be accurate or complete and should not be relied upon. Trading in the securities of Roscan should be considered highly speculative.

Sponsorship

Roscan will, if necessary, engage a sponsor in connection with the proposed transactions. If an agreement to act as sponsor is entered into it should not be construed as any assurance with respect to the merits of the proposed transactions or the likelihood of completion.

This press release includes "forward looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are 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 forward looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook.

Assuming completion of the proposed transaction, such risks and uncertainties include, but are not limited to, risks associated with the mining industry (including operational risks in exploration development and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainties involved in the discovery and delineation of mineral deposits, resources or reserves; the uncertainty of resource and reserve estimates and the ability to economically exploit resources and reserves; the uncertainty of estimates and projections in relation to production, costs and expenses; the uncertainty surrounding the ability of Roscan to obtain all permits, consents or authorizations required for its operations and activities; and health and safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the ability of Roscan to fund the capital and operating expenses necessary to achieve the business objectives of Roscan, the uncertainty associated with commercial negotiations and negotiating with foreign governments and risks associated with international business activities, as well as those risks described in public disclosure documents filed by Roscan. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in securities of Roscan should not place undue reliance on these forward-looking statements. Statements in relation to "resources" and "reserves" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future. Readers are cautioned that the foregoing lists of risks, uncertainties and other factors are not exhaustive. The forward-looking statements contained in this press release are made as of the date hereof and Roscan undertakes no obligation to update publicly or revise any forward-looking statements contained in this press release or in any other documents filed with Canadian securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Shares Outstanding: 26,699,573

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved not disapproved the contents of this press release.

Contacts: RosCan Minerals Corporation Mark McMurdie [phone] [phone] (FAX) Email: [e-mail] Cobblestone Communications Inc. William Chymyck [phone] [phone] (FAX) Email: [e-mail]

SOURCE: RosCan Minerals Corporation

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