Pelangio Exploration Inc.

Pelangio Exploration Inc.

September 08, 2008 08:00 ET

Pelangio Exploration Inc. Announces Closing of Arrangement

TORONTO, ONTARIO--(Marketwire - Sept. 8, 2008) - Pelangio Exploration Inc. (TSX VENTURE:PX) ("Exploration" or the "Company") is pleased to announce that the plan of arrangement (the "Arrangement") with Pelangio Mines Inc. ("Pelangio") was completed effective at 12:01 a.m. on September 6, 2008 (the "Effective Time"). The Arrangement was undertaken by Pelangio to effect the spin-out of all of its assets, other than 19 million common shares ("Detour Shares") of Detour Gold Corporation and $500,000 in working capital (the "Detour Property"), to Exploration.

Pursuant to the terms of the Arrangement and with respect to Exploration, all existing Pelangio shareholders as of the Effective Time are automatically entitled to receive, without further payment or consideration, one common share of Exploration ("Exploration Shares") for each common share of Pelangio held as of the Effective Time. Pursuant to the Arrangement, Exploration acquired all of Pelangio's property other than the Detour Property, including all of Pelangio's interest in the Obuasi property in Ghana and other Canadian mineral properties and one million Detour Shares.

On May 21, 2008, Pelangio completed a private placement offering (the "Note Financing") of 10% promissory notes (the "Notes") for gross proceeds of $3 million. Pursuant to the terms of the Arrangement and the Agency Agreement dated May 21, 2008, the Share Pledge Agreement dated May 21, 2008, the subscription agreements with the subscribers for the Notes and the Notes (together, the "Financing Documents"), Exploration has been assigned and has assumed all of Pelangio's obligations and liabilities under the Financing Documents, including the pledge of one million Detour Shares as security for the repayment of the Notes.

Exploration currently has available funds of approximately $1,100,000.
During the remainder of 2008, the Company budgets the following

Exploration activities on the Company's mineral properties

Obuasi Property $1,350,000
Canadian Properties $40,000
Ongoing operations and administration costs $470,000
Property acquisition $47,000
Total $1,907,000

Exploration currently has a working capital deficit of $2,200,000. The Company will address the cash requirements of its exploration and operating costs of $1,907,000 and its working capital deficit of $2,200,000 by either the issuance of Exploration Shares or the sale of a portion of the one million Detour Shares.

As a result of the Arrangement becoming effective, 73,762,370 Exploration Shares are now issued and outstanding. By virtue of the Arrangement, Exploration has become a reporting issuer in Ontario, British Columbia, Alberta and Nova Scotia. Exploration has received conditional listing approval from the TSX Venture Exchange (the "TSX-V") for the listing of the Exploration Shares, subject to complying with the conditions of listing imposed by the TSX-V. The Exploration Shares will trade under the symbol "PX" on the TSX-V and trading of the Exploration Shares is expected to commence on or about September 10, 2008.

As soon as practicable, registered Pelangio shareholders as of the Effective Time will be sent share certificates representing the Exploration Shares that such shareholders are entitled to receive, as set out above. Beneficial Pelangio shareholders who hold their shares through a broker or other intermediary should contact their intermediary to confirm their Exploration Shares have been credited to their account.

For further information on the Arrangement and the Note Financing, see Pelangio's news releases dated January 29, 2008, March 25, 2008, April 22, 2008, May 21, 2008, May 30, 2008, June 27, 2008, August 22, 2008 and August 26, 2008 and Pelangio's information circular dated March 19, 2008 (the "Circular"), all of which are filed on SEDAR.

About Exploration

Exploration is a mineral 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.

For additional information, please visit our website at

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 listing of the Exploration Shares. With respect to forward-looking statements and information contained herein, we have made numerous assumptions, including the anticipated listing date. Forward-looking statements and information are by their nature based on assumptions and involve known and unknown 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. See Pelangio's annual information form, the Circular and Pelangio's quarterly and annual 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 or in the Circular 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 Exploration. 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.

Contact Information

  • Pelangio Exploration Inc.
    Ingrid Hibbard
    President & CEO
    (905) 875-3828 or Toll Free: 1-877-746-1632
    Pelangio Exploration Inc.
    Warren Bates
    Vice President Exploration
    (905) 875-3828 or Toll Free: 1-877-746-1632
    (905) 875-3829 (FAX)