Pelangio Exploration Inc. (TSX-V:PX)(OTC
PINK:PGXPF)
(“Pelangio” or the “Company”) is
pleased to announce that it has closed the second tranche of its
non-brokered private placement originally announced July 6, 2017
and increased in size on August 1, 2017 (the "
Private
Placement"). This tranche has raised a further $77,500 for
the issuance of 1,550,000 units (the "
Units") at a
price of $0.05 per Unit, for total proceeds to date of $523,500.
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 per share until July 31, 2020. 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 July 31,
2017, 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 Company paid finder’s fees to Raymond James
Ltd. in the amount of $1,200 in cash and 24,000 non-transferable
finder’s warrants, with each such warrant entitling the holder
thereof to acquire one Common Share at a price of $0.05 per share
until July 31, 2020, subject to acceleration as described
above.
All securities issued in this tranche of the
Private Placement are subject to a statutory hold period expiring
on December 10, 2017.
Two directors of the Company participated in the
Private Placement, acquiring 200,000 and 100,000 Units,
respectively, which constitutes a “related party transaction” for
purposes of Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI
61-101”). The Company has relied on the exemptions
contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 from the
valuation and minority shareholder approval requirements in MI
61-101 in respect of such directors’ participation in the Private
Placement, since neither the fair market value of the subject
matter of, nor the fair market value of the consideration for, each
of the directors’ investments, when aggregated together, exceeds
25% of the Company’s market capitalization.
Any additional closings of this Private
Placement will take place on or before August 18, 2017.
The Company intends to use the total proceeds
from the Private Placement to begin the planned $2,000,000
multi-phase exploration program and for working capital purposes,
all as further described in the Company’s news releases dated July
6, and August 1, 2017. All and any additional proceeds above
$500,000 will 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.
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 close additional tranches of the Private Placement 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, 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.
For additional information, please visit our website at www.pelangio.com, follow us on Twitter @PelangioEx or contact:
Ingrid Hibbard, President and CEO
Tel: 905-336-3828 / Toll-free: 1-877-746-1632 / Email: info@pelangio.com
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