Pelangio Exploration Inc.
TSX VENTURE : PX
OTCBB : PGXPF

Pelangio Exploration Inc.

December 20, 2011 10:59 ET

Pelangio Exploration Closes $8 Million Public Offering

TORONTO, ONTARIO--(Marketwire - Dec. 20, 2011) -

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)(OTCBB:PGXPF) ("Pelangio" or the "Company") is pleased to announce that it has closed its previously announced public offering (the "Offering") of units (the "Units") of the Company for gross proceeds of $8,003,708.

Each Unit sold pursuant to the Offering is composed of one common share (a "Common Share") and one-half of one common share purchase warrant (each whole purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.60 prior to December 20, 2013, subject to acceleration and adjustment in certain cases. In the event that the Common Shares trade on the TSX Venture Exchange (the "Exchange") at a volume weighted-average price of $1.20 or more for a period of at least 10 consecutive trading days subsequent to March 19, 2012, the Company shall be entitled to accelerate the exercise period to a period ending at least 30 days from the date notice of such acceleration is provided to the holders of Warrants and the warrant agent for the Warrants.

The Offering was conducted through a syndicate of agents led by Fraser Mackenzie Limited and including Raymond James Ltd., Jones Gable & Company Limited and Maison Placements Canada Inc. (collectively, the "Agents"). The Agents (and certain selling firms acting in respect of the Offering) received a cash commission equal to 7% of the gross proceeds raised through the Offering and were granted an aggregate of 1,400,000 compensation options (the "Compensation Options"). Each Compensation Option is exercisable to acquire one Unit at an exercise price of $0.40 prior to June 20, 2013.

Pursuant to the Offering, the Company issued a total of 20,000,000 Units and an additional 231,750 Warrants, which were issued in connection with a partial exercise of the over-allotment option granted to the Agents. Directors and management of the Company, along with related parties, purchased approximately $2 million of the Units sold pursuant to the Offering.

Pelangio intends to use the net proceeds from the Offering to fund exploration activities and resource delineation at its Manfo Property in Ghana as well as for general exploration of its other properties (including the Obuasi Property), general working capital and other 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 successfully acquires and explores camp-sized land packages in world-class gold belts, while using innovative corporate restructuring to maximize shareholder value. 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. Drilling is currently underway on two 100%-owned camp-sized properties: the company-making 100 km2 Manfo Property, the site of five recent near-surface, high grade and bulk tonnage, gold discoveries, and the potentially game-changing 290 km2 Obuasi Property, located four kilometres on strike and adjacent to AngloGold Ashanti's prolific, high-grade Obuasi Mine, which has produced over 30 million ounces of gold since 1897.

For additional information, please visit our website at www.pelangio.com, or follow us on Twitter @PelangioEx.

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 the Offering, the proposed use of proceeds, the Company's exploration plans and exploration results with respect to the Manfo Property and the Obuasi Property, and are subject to forward-looking 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 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 the Company's annual information form, 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.

Contact Information

  • Pelangio Exploration Inc.
    Ingrid Hibbard
    President & CEO
    905-875-3828 or Toll-free: 1-877-746-1632

    Pelangio Exploration Inc.
    Brendan Cahill
    Vice President Corporate Development
    905-875-3828 or Toll-free: 1-877-746-1632
    info@pelangio.com
    www.pelangio.com