TORONTO, Ontario, (September 25, 2009) - Pelangio Exploration
Inc. (PX:TSX-V) ("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.
For additional information, please visit our website at www.pelangio.com or contact:
Ingrid Hibbard, President & CEO or
Brendan Cahill, Counsel and Corporate Secretary
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. 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.
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.