TORONTO, ONTARIO (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
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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 (416)
293-8437 (416) 293-3957 (FAX) Email: info@roscan.ca Cobblestone
Communications Inc. William Chymyck (519) 851-2242 (519) 642-0839
(FAX) Email: wchymyck@rogers.com
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