Pelangio Closes First Tranche of Non-Brokered Private Placement Financing and Announces Change of Transfer Agent
Pelangio Exploration Inc. News Release – September 27th, 2023
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82 Richmond Street East, Toronto, ON M5C 1P1 Tel: 905-336-3828 Fax: 905-336-3899
Pelangio Closes First Tranche of Non-Brokered Private Placement Financing and
Announces Change of Transfer Agent
TORONTO, Ontario (September 27, 2023) – Pelangio Exploration Inc. (TSX-V:PX; OTC PINK:PGXPF)
(“Pelangio” or the “Company”) is pleased to announce that it has closed the first tranche of a non-
brokered private placement of up to $ 500,000 announced on September 11, 2023 (the “Private
Placement”). The first tranche raised gross proceeds of $209,100 from the issuance of 6,970,000 units
(the "Units") at a price of $0.03 per Unit.
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 $0.05 until September 27, 2028.
The Company paid finder’s fees to Leede Jones Gable Inc. and GloRes Securities Inc. totaling $7,200 in
cash and it issued 240,000 broker warrants (“Broker Warrant”) on gross proceeds raised by eligible arm’s
length parties. Each Broker Warrant is exercisable to acquire one common share of the Company at a
price of $0.05 per warrant on the same terms noted above. All finder’s fees are subject to compliance
with applicable securities legislation and TSX Venture Exchange policies.
All securities issued in this closing of the Private Placement are subject to statutory four month hold
periods expiring on January 28, 2024. The Private Placement remains subject to obtaining final approval
of the TSX Venture Exchange.
Certain insiders of the Company participated in the Offering for an aggregate total of $113,100 in Private
Placement. The participation by such insiders constituted a “related party transaction” as such term is
defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The Company was exempt from the MI 61 101 valuation and minority approval
requirements for related party transactions in connection with the Offering under sections 5.5(a) and
5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject
matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the
Related Parties, exceeds 25% of the Company’s market capitalization (as determined under MI 61-101).
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an applicable exemption from the
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 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.
Pelangio Exploration Inc. News Release – September 27th, 2023 2
82 Richmond Street East, Toronto, ON M5C 1P1 Tel: 905-336-3828 Fax: 905-336-3899
Change of Transfer Agent
In other news, Pelangio announces the appointment of Odyssey Trust Company as the Company's
registrar and transfer agent, effective immediately. Shareholders do not need to take any action with
respect to the change in registrar and transfer agent services.
All inquiries and correspondence relating to the shareholder records, transfer of shares, lost certificates
or change of address should now be directed to Odyssey Trust Company rather than Computershare Trust
Company of Canada, which has resigned at the Company's request.
About Pelangio
Pelangio acquires and explores world-class land packages on strategic gold belts in Ghana, West Africa and
Canada. In Ghana, the Company is exploring its two 100% owned, camp -sized properties: the
100 km2
Manfo property, the site of seven near -surface gold discoveries, and the 284 km 2
Obuasi
property, located four km on strike and adjacent to AngloGold Ashanti’s prolific high-grade Obuasi Mine,
as well as its Dankran property located adjacent to its Obuasi property. In Canada, the Company is
currently focused in Ontario at its newly acquired gold, silver, zinc polymetallic Kenogaming project,
located 63 km southwest of Timmins, its Dome West property, situated some 800 meters from the Dome
Mine in Timmins; and at its Gowan polymetallic project, located 16 km east of the Kidd Creek Mine.
See www.pelangio.com for further detail on all Pelangio’s properties.
For additional information, please visit our website at www.pelangio.com, or contact:
Ingrid Hibbard, President and CEO
Tel: 905-336-3828 / Toll-free: 1-877-746-1632 / Email: [email protected]
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 Offering generally, the proceeds that may
be raised in connection with the Offering, the proposed use of proceeds and the Company’s exploration
plans. 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
Offering 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, our ability to
conduct our exploration programs as planned, changes in equity markets, share price volatility, volatility
Pelangio Exploration Inc. News Release – September 27th, 2023 3
82 Richmond Street East, Toronto, ON M5C 1P1 Tel: 905-336-3828 Fax: 905-336-3899
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 the 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.