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TORONTO, Nov. 25, 2011 /CNW/ - Pelangio Exploration Inc. (PX:TSX-V; PGXPF:OTC) ("Pelangio" or the "Company") is pleased to announce that it has settled the terms of its marketed public offering (the "Offering") of units ("Units") of the Company, announced earlier today. Pursuant to the Offering, the Company will offer the Units at a price of
.40 per Unit and will offer a minimum of 12.5 million Units for minimum gross proceeds of $5 million up to a maximum of 20 million Units for maximum gross proceeds of $8 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"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of
.60 for a period of 24 months from the closing date of the Offering (the "Closing Date"). In the event that the Common Shares trade on the TSX Venture Exchange (the "Exchange") at a volume weighted-average price of $1.20 or more for a period of at least ten (10) consecutive trading days from that date which is three months following the Closing Date, 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 will be conducted through a syndicate of agents led by Fraser Mackenzie Limited and including Raymond James Ltd., Jones Gable & Company Limited and Maison Placements Canada Inc. (collectively, the "Agents"). The Company will also grant the Agents an over-allotment option to purchase up to that number of additional Units equal to 15% of the Units sold pursuant to the Offering, exercisable in whole or in part at any time up to 30 days from the closing of the Offering.
Directors and management, along with related parties, intend to purchase a minimum of $1.5 million of the Offering.
Pelangio intends to use the net proceeds from the Offering to fund exploration activities and resource delineation at its Manfo Property in Ghana as well as for general exploration of its other properties (including the Obuasi Property), general working capital and other corporate purposes.
The Offering is subject to receipt of all necessary regulatory approvals, including approval of the Exchange. An amended preliminary short form prospectus in respect of the Offering will be filed today in the Provinces of British Columbia, Alberta, and Ontario. The Offering will be made in Canada by way of a short form prospectus, and in such other jurisdictions, including the United States and in those jurisdictions outside of Canada which are agreed to by the Company and the Agents, where the Offering can be completed on a private placement basis, exempt from any prospectus, registration or other similar requirements.
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 successfully acquires and explores camp-sized land packages in world-class gold belts, while using innovative corporate restructuring to maximize shareholder value. 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. Drilling is currently underway on two 100%-owned camp-sized properties: the company-making 100 km2 Manfo Property, the site of five recent near-surface, high grade and bulk tonnage, gold discoveries, and the potentially game-changing 290 km2 Obuasi Property, located four kilometres on strike and adjacent to AngloGold Ashanti's prolific, high-grade Obuasi Mine, which has produced over 30 million ounces of gold since 1897.
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 the Offering, the purchase of Units by directors and members of management, the proposed use of proceeds, the Company's exploration plans and exploration results with respect to the Manfo Property and the Obuasi Property, and are subject to forward-looking 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, 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 the Company's annual information form, 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 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