Pelangio Exploration Closes First Tranche Of Private Placement For Total Gross Proceeds To Date Of $235,000

Rhea-AI Summary

Pelangio Exploration Inc. (OTC PINK:PGXPF) has announced the closure of the first tranche of a non-brokered private placement, raising $235,000 from the issuance of 7,833,333 units at $0.03 each. Each unit includes a Common Share and a Warrant, allowing the purchase of a Common Share at $0.05 until November 1, 2025. Ingrid Hibbard, the President and CEO, purchased 1,500,000 units, qualifying as a related party transaction. The private placement remains subject to TSX Venture Exchange approval, and securities are subject to a four-month hold period.

Positive

• Raised gross proceeds of $235,000 from the private placement.
• The purchase by the CEO may indicate confidence in the company's direction.

Negative

• The private placement could lead to shareholder dilution if the full offering is completed.
• The issuance of Warrants at a low exercise price may limit future capital raising potential.

TORONTO, ON / ACCESSWIRE / November 1, 2022 / Pelangio Exploration Inc. (TSXV: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 $600,000 announced on October 21, 2022 (the "Private Placement"). The first tranche raised gross proceeds of $235,000 from the issuance of 7,833,333 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 November 1, 2025.

The Company paid finder's fees to Leede Jones Gable Inc. totaling $9,450 in cash and 315,000 finder's warrants (the "Finder's Warrants"). Each Finder's Warrant entitles the holder to purchase one Common Share at a price of $0.05 until November 1, 2025. 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 March 2nd, 2023. The Private Placement remains subject to obtaining final approval of the TSX Venture Exchange.

The purchase of 1,500,000 Units pursuant to the Private Placement by Ingrid Hibbard (President, CEO, and a director of the Company) (the "Related Party") 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 Private Placement 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 Party, 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.

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 km² 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.

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: 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 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 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.

SOURCE: Pelangio Exploration Inc.

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FAQ

What is the total amount raised in Pelangio Exploration's recent private placement?

Pelangio Exploration raised a total of $235,000 in the first tranche of its private placement.

What was the price of each unit in Pelangio Exploration's private placement?

Each unit in Pelangio Exploration's private placement was priced at $0.03.

What are the terms of the warrants issued in Pelangio Exploration's private placement?

Each warrant allows the holder to purchase one Common Share at a price of $0.05 until November 1, 2025.

When will the securities issued in the private placement be released from the hold period?

The securities will be subject to a four-month hold period, expiring on March 2, 2023.

Who purchased units in Pelangio Exploration's private placement?

Ingrid Hibbard, the President and CEO of Pelangio Exploration, purchased 1,500,000 units.