Pelangio Exploration Announces Private Placement FOR Gross Proceeds up to $4,000,000 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.
1
NEWS RELEASE
PELANGIO EXPLORATION ANNOUNCES PRIVATE PLACEMENT FOR GROSS PROCEEDS UP TO $4,000,000
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.
TORONTO, Ontario (September 22nd, 2025) – Pelangio Exploration Inc. (PX:TSX-V; OTC
PINK:PGXPF) (“Pelangio” or the “Company”) is pleased to announce a non-brokered private
placement for gross proceeds of up to $4,000,000 (the “Offering”). The Offering will consist of
the sale of units (the “Units”) of the Company at a price of $0.18 per Unit. Each Unit consists of
one common share of the Company (a “Common Share”) and one half of a Common Share
purchase warrant (“Warrant”). Each whole Warrant entitles the holder to purchase one
Common Share at a price of $0.31 for a period of 2 years from the initial closing date of the
Offering.
The Company intends to use the gross proceeds from the Offering for exploration, metallurgical
work and land maintenance costs, working capital, and for general corporate purposes.
The Offering is subject to customary closing conditions including, but not limited to, receipt of
all necessary corporate and regulatory approvals, including the approval of the TSX-V. The
closing of the Offering may occur in one or more tranches, with the initial closing date of the
Offering expected to occur on or about October 9th, 2025 and is not subject to receipt of a
minimum amount of gross proceeds. The securities issued pursuant to the Offering will be
subject to a four-month and one day hold period in accordance with applicable Canadian
securities laws and TSX-V policies. The Company may pay a cash finders’ fee in connection with
the Offering of up to 7% of the Offering gross proceeds (the “Finder’s Fee”) and may issue to
finders non-transferable common share purchase warrants of the Company (the “Finder
Warrants”) to acquire that number of common shares equal to 7% of the number of Units sold
to investors identified by the finders. Each Finder Warrant entitles the holder thereof to
purchase one Common Share at a price of $0.18 per Common Share prior to the date which is
two years from the initial closing date of the Offering.
Certain insiders of the Company may participate in the Offering. Any participation by insiders in
the Offering will constitute a "related party transaction" as defined under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-
101"). The Company intends to rely on exemptions from the formal valuation and minority
Pelangio Exploration Inc. News Release – September 22nd, 2025
82 Richmond Street East, Toronto, ON M5C 1P1 T: 905-336-3828
2
approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider
participation, based on a determination that fair market value of the participation in the
Offering by insiders will not exceed 25% of the market capitalization of the Company, as
determined in accordance with 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 State in which such offer, solicitation or sale would be unlawful.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the
TSX-V) accepts responsibility for the adequacy or accuracy of this release.
About Pelangio
Pelangio acquires and explores prospective land packages located in world-class gold belts in
Ghana, West Africa and Canada. In Ghana, the Company is focused on its two 100% owned
camp-sized properties: the 100 km2 Manfo property, the site of eight near-surface gold
discoveries, and the 284 km2 Obuasi property, located 4 km on strike and adjacent to
AngloGold Ashanti’s prolific high-grade Obuasi Mine, as well as the Dankran property located
adjacent to its Obuasi property. See www.pelangio.com for further details 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 / / 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, the Company’s strategy of acquiring
large land packages in areas of sizeable gold mineralization, and the Company’s ability to
complete the planned exploration programs. Regarding forward-looking statements and
information contained herein, we have made many assumptions, including about 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,
Pelangio Exploration Inc. News Release – September 22nd, 2025
82 Richmond Street East, Toronto, ON M5C 1P1 T: 905-336-3828
3
performance or achievements expressed or implied by such forward-looking statement or
information. Such risks include the risk that the Company might not be able to raise the entire
Offering or any portion thereof, changes in equity markets, share price volatility, volatility of
global and local economic climate, gold price volatility, political developments in Ghana, and
Canada, increases in costs, exchange rate fluctuations, speculative nature of gold exploration,
including the risk that favourable exploration results may not be obtained, near-term
production may not be viable, delays due to COVID-19 or other safety protocols, 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.