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TORONTO, Ontario (January 12, 2022) – Pelangio Exploration Inc. (TSX-V:PX; OTC PINK:PGXPF) (“Pelangio” or the “Company”) is pleased to announce that it has closed the second tranche (the "Second Tranche") of a non-brokered private placement announced on December 22, 2021 (the “Private Placement”) and increased to $780,063 on January 11, 2022. The Second Tranche raised gross proceeds of $317,093 from the issuance of 3,170,930 units (the "Units") at a price of $0.10 per Unit. In the aggregate, $680,063 has been raised in two tranches.
In connection with the Second Tranche, each Unit consisted of one common share of the Company (a “Common Share”) and one quarter of a Common Share purchase warrant (“Warrant”). Each full Warrant entitles the holder to purchase one Common Share at a price of $0.15 until January 12, 2023.
In connection with the Second Tranche, the Company paid finder’s fees to Leede Jones Gable Inc. totaling $1,600 in cash. All securities issued in this closing of the Second Tranche are subject to statutory four month hold periods expiring on May 13, 2022. The Private Placement remains subject to obtaining final approval of the TSX Venture Exchange.
The Company expects to complete a third and final tranche of the Private Placement of up to 1,000,000 Units for additional gross proceeds of up to $100,000. Together with the completed tranches of the Private Placement this represents an increase of the Private Placement from $680,063 to $780,063.
Closing of the balance of the Private Placement is subject to receipt of all necessary approvals, including approval of the TSX Venture Exchange and receipt of definitive subscriptions. All securities issued in this closing are subject to statutory four month hold periods from the date of issuance.
The purchase of 250,000 Units pursuant to the Second Tranche by Ingrid Hibbard (President, CEO, and a director of the Company) (the “Related Party”) constituted a “related party transaction” as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Second Tranche under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the Related Party, exceeds 25% of the Company’s market capitalization (as determined under MI 61-101).
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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 world-class land packages on strategic gold belts in Ghana, West Africa and Canada. In Ghana, the Company is exploring its two 100% owned, camp-sized properties: the 100 km2 Manfo property, the site of seven near-surface gold discoveries, and the 284 km2 Obuasi property, located four km on strike and adjacent to AngloGold Ashanti’s prolific high-grade Obuasi Mine, as well as its Dankran property located adjacent to its Obuasi property. In Canada, the Company is currently focused in Ontario on its Dome West gold property, situated 800 meters from the Dome Mine in Timmins, as well as its Gowan base metals property located 16 kilometers east of the Kidd Creek Mine.
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: 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 Offering generally, the proceeds that may be raised in connection with the Offering, 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 Offering 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.
Neither the 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.