Pelangio Exploration Inc.
TSX VENTURE : PX

Pelangio Exploration Inc.

September 25, 2009 09:05 ET

Pelangio Exploration Announces Bought Deal Private Placement Financing of $5,000,000

TORONTO, ONTARIO--(Marketwire - Sept. 25, 2009) -

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.

Pelangio Exploration Inc. (TSX VENTURE:PX) ("Pelangio" or the "Company") is pleased to announce that it has entered into an agreement with Fraser Mackenzie Limited ("Fraser Mackenzie"), on behalf of a syndicate of underwriters led by Fraser Mackenzie and including Clarus Securities Inc., pursuant to which the underwriters have agreed to purchase 13,520,000 units of the Company on a bought deal basis, at a price of $0.37 per unit for aggregate gross proceeds to the Company of approximately $5 million. Each Unit will consist of one common share (a "Common Share") and one-half of one common share purchase warrant (each whole purchase warrant, a "Warrant"). The Company will also grant to the Underwriters an option to increase the size of the offering by up to $2 million, offered on the same terms and conditions up to the Closing Date. The securities are subject to customary securities legislation hold periods.

Each Warrant will entitle the holder to acquire one Common Share at a price of $0.65 for a period of 18 months from closing. In the event that the Common Shares trade on the TSX at a volume weighted-average price of $1.30 or more for a period of at least ten (10) consecutive trading days from that date which is 6 months following the closing, the Company shall be entitled to accelerate the exercise period to a period ending at least thirty (30) days from the date notice of such acceleration is provided to the holders of Warrants.

The offering is scheduled to close on or about October 13, 2009. The offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the securities regulatory authorities.

The proceeds of the offering will be used for exploration and for general corporate purposes.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from 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 and registration 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 is a gold exploration company active in the top-ranked mining jurisdictions in the world, Canada and Ghana. The Company's main focus is to advance its exploration programs on its premier land position in Ghana totaling 290 square kilometres, located on strike and adjacent to AngloGold Ashanti's Obuasi gold mine.

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. With respect to forward-looking statements and information contained herein, we have made numerous assumptions. Forward-looking statements and information include statements regarding our proposed plans in respect of the use of the funds raised under the offering and our exploration plans with respect to our exploration properties, and are subject to forward-looking risks, uncertainties and other factors which may cause our 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 gold price volatility, changes in equity markets, political developments in Ghana, increases in costs, exchange rate fluctuations and other risks involved in the gold exploration industry. See our annual information form and management information circular and our quarterly 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.

Contact Information

  • Pelangio Exploration Inc.
    Ingrid Hibbard
    President & CEO
    905-875-3828 / Toll-free: 1-877-746-1632
    or
    Pelangio Exploration Inc.
    Brendan Cahill
    Counsel and Corporate Secretary
    905-875-3828 / Toll-free: 1-877-746-1632