TORONTO, Ontario (September 8, 2008)
- Pelangio Exploration Inc. (PX:TSX-V) ("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
expenditures:
| 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 www.pelangio.com or contact:
Ingrid Hibbard, President & CEO or
Warren Bates, Vice President Exploration
Tel: 905-875-3828 / 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 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.