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 31, 2019) – Pelangio Exploration Inc. (PX:TSX-V; OTC PINK:PGXPF) (“Pelangio” or the “Company”) announces a non-brokered private placement of up to 1,000,000 flow-through common shares (“FT Shares”) and of up to 1,000,000 common shares (“HD Shares”) of the Company at a price of $0.15 per FT Share and a price of $0.14 per HD Share to raise gross proceeds of up to $290,000 (the “Private Placement”).
The FT Shares will qualify as “flow-through shares” (within the meaning of the Income Tax Act (Canada)). The gross proceeds of the Private Placement raised from the sale of FT Shares will be primarily used to incur qualifying Canadian Exploration Expenses (the “QualifyingExpenses”) on the Company’s two Timmins projects: the Dalton property, located 1.5 kilometres south west of the historic Hollinger Gold Mine, and the Dome West property, located 800 metres from the Dome Mine, or on its other Canadian properties. The Qualifying Expenses are to be incurred by no later than December 31, 2020 for renunciation to investors of FT Shares in the Private Placement effective December 31, 2019.
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 August 6, 2019, and is not subject to receipt of a minimum amount of gross proceeds. The Company may pay finder’s fees equal to 7% of the proceeds raised and will issue of 7% non-transferrable warrants to purchase common shares of the Company 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 customary closing conditions including, but not limited to, receipt of applicable regulatory approvals, including approval of the TSX Venture Exchange.
The securities issued pursuant to the Private Placement will be subject to a four-month and one day hold period in
accordance with applicable Canadian securities laws and TSX Venture Exchange policies.
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.
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 acquires and explores large land packages in world-class gold belts in Canada and Ghana, West Africa. In Canada, the company is focusing on the Dome West property located 800 metres from the Dome Mine in Timmins, the 25 km2 Birch Lake Property located in the Red Lake Mining District and the Dalton Property located 1.5 km from the Hollinger mine in Timmins. In Ghana, the Company is focusing on two 100%- owned camp-sized properties: the 100 km2 Manfo Property, the site of seven recent near-surface gold discoveries, and the 284 km2 Obuasi Property, located 4 km on strike and adjacent to AngloGold Ashanti’s prolific high-grade Obuasi Mine. Ghana is an English-speaking, common law jurisdiction that is consistently ranked amongst the most favourable mining jurisdictions in Africa
For additional information, please visit our website at www.pelangio.com, or contact:
Ingrid Hibbard, President and CEO
Tel: 905-336-3828 / Toll-free: 1-877-746-1632 / Email: email@example.com
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. With respect to forward-looking statements and information contained herein, we have made numerous assumptions, including assumptions about our ability to close additional tranches of the Private Placement in a timely manner, if at all, 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, our ability to conduct our exploration programs as planned, 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.