Pelangio Exploration Announces Private Placement Financing
Pelangio Exploration Inc.
Pelangio Exploration Inc. News Release – July 6, 2017 1
82 Richmond Street East, Toronto, ON M5C 1P1 Tel: 905-336-3828 Fax: 905-336-3899
PELANGIO EXPLORATION ANNOUNCES PRIVATE PLACEMENT FINANCING
OF UP TO $500,000
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 (July 6, 2017) – Pelangio Exploration Inc. (PX:TSX-V; OTC PINK:PGXPF) (“Pelangio” or
the “Company”) announces a non-brokered private placement of up to 10,000,000 units of the Company at a price
of $0.05 per unit for gross proceeds of up to $500,000 (the “Private Placement”). Each unit consists of one common
share of the Company (a “Common Share”) and one Common Share purchase warrant (“Warrant”). Each Warrant
entitles t h e h o l d e r t o p u r c h a s e o n e Co mmo n S h a r e a t a p r i c e o f $ 0 . 0 7 f o r a p e r i o d o f t h r e e y e a r s f r o m t h e initial
closing date of the Private Placement (each closing date, a “Closing Date”). 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 the initial Closing Date, 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 closing of the Private Placement may occur in one or more tranches, with the initial Closing Date of the Private
Placement expected to occur on or before July 31, 2017, and is not subject to receipt of a minimum amount of gross
proceeds. The Company may pay finder’s fees of 8% cash and 8% warrants to certain introducing parties in respect
of the Private Placement, subject to compliance with applicable securities legislation and TSX Venture Exchange
policies. C l o s i n g i s s u b j e c t t o r e c e i p t o f a l l n e c e s s a ry regulatory approvals. The securities i s s u e d p u r s u a n t t o t h e
Private Placement, w i l l b e s u b j e c t t o a f o u r-month hold period in accordance with applicable Canadian securities
laws. Certain directors and/or officers of the Company, including Ingrid Hibbard, President and CEO of the Company,
are expected to participate in the Private Placement for a total of up to 2,500,000 units.
The Private Placement will permit participation, up to the maximum amount of gross proceeds to be raised under the
Private Placement, of existing shareholders of the Company who held Common Shares as of July 5, 2017 (the
“Record Date”) and who continue to hold such Common Shares as of the Closing Date, pursuant to the existing
security holders prospectus exemption available under OSC Rule 45 -501 - Ontario Prospectus and Registration
Exemptions and equivalent provisions of other applicable securities laws (the “Existing Shareholder Exemption”) to
residents in such jurisdictions where the use of such exemption is not prohibited. Investors relying on the Existing
Shareholder Exemption will be required to represent in writing certain requirements of the Existing Shareholder
Exemption, including t h a t t h e y w e r e a s o f t h e R e c o r d D a t e a n d t h e y c o n t i n u e t o b e a s o f t h e Closing Date a
shareholder of the Company. The aggregate acquisition cost to an investor relying on the Existing Shareholder
Exemption cannot exceed $15,000, unless that shareholder ha s obtained advice regarding suitability of the
investment from a registered investment dealer in the investor’s jurisdiction. The minimum subscription amount for
investors relying on the Existing Shareholder Exemption is $5,000. If you are an existing shareholder of the Company
as of the Record Date who is interested in participating in the Private Placement, you should contact the Company by
email at [email protected] or by telephone at 905-336-3828. The Company will fill subscriptions from investors on a
first come, first served basis wherein the subscribers who are first to submit a duly completed subscription agreement
with payment of the corresponding subscription proceeds will have their subscription filled first. Additionall y, in the
event of an imbalance of large subscriptions compared to smaller subscriptions, management reserves the right in its
discretion to reduce large subscriptions in favour of smaller ones.
In the event that the maximum amount of $500,000 in gross proceeds is raised, it is anticipated that $300,000 of the
funds raised will be used to begin the planned $2,000,000 multi-phase exploration program on the Manfo property,
targeting the existing mineralized structures and the newly identified belt bounding structures. The objectives of this
program are to locate new mineralized zone s, follow up on discovery areas and carry out l i m i t e d r e s o u r c e
development. This program is expected to test approximately 40 target areas utilizing air core, rotary air blas t,
reverse circulation drilling and diamond drilling. It is anticipated that the $300,000 used to begin the multi-phase
exploration program on the Manfo property will be used for limited air core and rotary air blast drilling on a few target
areas, with the remainder o f t h e m a x i m u m a m o u n t o f $ 5 0 0 , 0 0 0 i n g r o s s p r o c e e d s t o b e u s e d f o r w o r k i n g c a p i t a l
purposes.
Pelangio Exploration Inc. News Release – July 6, 2017 2
82 Richmond Street East, Toronto, ON M5C 1P1 Tel: 905-336-3828 Fax: 905-336-3899
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.
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: [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 wo rds 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 g e n e r a l l y, 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 obtain the approval of the TSX Venture Exchange and close the Private
Placement in a timely manner, the anticipated closing thereof, the anticipated participation of insiders in the Private
Placement 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 cos ts, 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 informatio n 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.