Pelangio Exploration Inc. (TSX-V:PX) (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 info@pelangio.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.
About Pelangio 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 CEOTel:
905-336-3828 / Toll-free: 1-877-746-1632 / Email:
info@pelangio.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 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.
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