THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, Ontario (July 6, 2017) – Pelangio Exploration Inc. (PX:TSX-V; OTC PINK:PGXPF) (“Pelangio” or the “Company”) announces a non-brokered private placement of up to 10,000,000 units of the Company at a price of $0.05 per unit for gross proceeds of up to $500,000 (the “Private Placement”). Each unit consists of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase one Common Share at a price of $0.07 for a period of three years from the initial closing date of the Private Placement (each closing date, a “Closing Date”). In the event that the Common Shares trade on the TSX Venture Exchange at a volume weighted-average price of $0.14 or more per Common Share for any period of at least ten consecutive trading days after the initial Closing Date, the Company shall be entitled to accelerate the expiry time of the Warrants to a date that is at least thirty days from the date that written notice of such acceleration is provided to the holders of the Warrants by way of news release, with the new expiry time specified in such notice.
The closing of the Private Placement may occur in one or more tranches, with the initial Closing Date of the Private Placement expected to occur on or before July 31, 2017, and is not subject to receipt of a minimum amount of gross proceeds. The Company may pay finder’s fees of 8% cash and 8% warrants to certain introducing parties in respect of the Private Placement, subject to compliance with applicable securities legislation and TSX Venture Exchange policies. Closing is subject to receipt of all necessary regulatory approvals. The securities issued pursuant to the Private Placement, will be subject to a four-month hold period in accordance with applicable Canadian securities laws. Certain directors and/or officers of the Company, including Ingrid Hibbard, President and CEO of the Company, are expected to participate in the Private Placement for a total of up to 2,500,000 units.
The Private Placement will permit participation, up to the maximum amount of gross proceeds to be raised under the Private Placement, of existing shareholders of the Company who held Common Shares as of July 5, 2017 (the “Record Date”) and who continue to hold such Common Shares as of the Closing Date, pursuant to the existing security holders prospectus exemption available under OSC Rule 45-501 - Ontario Prospectus and Registration Exemptions and equivalent provisions of other applicable securities laws (the “Existing Shareholder Exemption”) to residents in such jurisdictions where the use of such exemption is not prohibited. Investors relying on the Existing Shareholder Exemption will be required to represent in writing certain requirements of the Existing Shareholder Exemption, including that they were as of the Record Date and they continue to be as of the Closing Date a shareholder of the Company. The aggregate acquisition cost to an investor relying on the Existing Shareholder Exemption cannot exceed $15,000, unless that shareholder has obtained advice regarding suitability of the investment from a registered investment dealer in the investor’s jurisdiction. The minimum subscription amount for investors relying on the Existing Shareholder Exemption is $5,000. If you are an existing shareholder of the Company as of the Record Date who is interested in participating in the Private Placement, you should contact the Company by email at email@example.com or by telephone at 905-336-3828. The Company will fill subscriptions from investors on a first come, first served basis wherein the subscribers who are first to submit a duly completed subscription agreement with payment of the corresponding subscription proceeds will have their subscription filled first. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions, management reserves the right in its discretion to reduce large subscriptions in favour of smaller ones.
In the event that the maximum amount of $500,000 in gross proceeds is raised, it is anticipated that $300,000 of the funds raised will be used to begin the planned $2,000,000 multi‐phase exploration program on the Manfo property, targeting the existing mineralized structures and the newly identified belt bounding structures. The objectives of this program are to locate new mineralized zones, follow up on discovery areas and carry out limited resource development. This program is expected to test approximately 40 target areas utilizing air core, rotary air blast, reverse circulation drilling and diamond drilling. It is anticipated that the $300,000 used to begin the multi-phase exploration program on the Manfo property will be used for limited air core and rotary air blast drilling on a few target areas, with the remainder of the maximum amount of $500,000 in gross proceeds to be used for working capital purposes.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdictions in which such offer, solicitation or sale would be unlawful. Any offering made will be pursuant to available prospectus exemptions and restricted to persons to whom the securities may be sold in accordance with the laws of such jurisdictions, and by persons permitted to sell the securities in accordance with the laws of such jurisdictions.
Pelangio successfully acquires and explores camp-sized land packages in world-class gold belts. The Company primarily operates in Ghana, West Africa, an English-speaking, common law jurisdiction that is consistently ranked amongst the most favourable mining jurisdictions in Africa. The Company is exploring three 100%-owned camp-sized properties: the 100 km2 Manfo Property, the site of seven recent near-surface gold discoveries, the 264 km2 Obuasi Property, located 4 km on strike and adjacent to AngloGold Ashanti’s prolific high-grade Obuasi Mine and the early-stage 159 km2 Akroma Properties, which includes the Dormaa and Wamfie concessions.
For additional information, please visit our website at www.pelangio.com, follow us on Twitter @PelangioEx or contact:
Ingrid Hibbard, President and CEO
Tel: 905-336-3828 / Toll-free: 1-877-746-1632 / Email: firstname.lastname@example.org
Forward Looking Statements
Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Forward-looking statements or information appear in a number of places and can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information include statements regarding the Private Placement generally, the proposed use of proceeds and the Company’s exploration plans and drill program. With respect to forward-looking statements and information contained herein, we have made numerous assumptions, including assumptions about our ability to obtain the approval of the TSX Venture Exchange and close the Private Placement in a timely manner, the anticipated closing thereof, the anticipated participation of insiders in the Private Placement and the state of the equity markets. Such forward-looking statements and information are subject to risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Such risks include the ability of the Company to meet the conditions of closing, changes in equity markets, share price volatility, volatility of global and local economic climate, gold price volatility, political developments in Ghana, increases in costs, exchange rate fluctuations, speculative nature of gold exploration and other risks involved in the gold exploration industry. See the Company’s annual and quarterly financial statements and management’s discussion and analysis for additional information on risks and uncertainties relating to the forward-looking statement and information. There can be no assurance that a forward-looking statement or information referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Also, many of the factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward-looking statements or information. We undertake no obligation to reissue or update any forward-looking statements or information except as required by law. All forward-looking statements and information herein are qualified by this cautionary statement.
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.