Pelangio Exploration Inc.

Ghana – Timmins – Red Lake ● World-class Gold belts

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Message: Pelangio Mines Inc. Completes Private Placement

Pelangio Mines Inc. Completes Private Placement

posted on May 21, 2008 04:24PM


TSX: PLG
May 21, 2008 16:05 ET

Pelangio Mines Inc. Completes Private Placement

TORONTO, ONTARIO--(Marketwire - May 21, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Pelangio Mines Inc. (TSX:PLG) ("Pelangio" or the "Company") is pleased to announce that it has closed its previously announced (March 25, 2008 and May 7, 2008) private placement offering of 10% promissory notes for gross proceeds of $3,000,000 through Bolder Investment Partners, Ltd. ("Bolder"). The proceeds from the offering will be used to fund exploration on the Company's properties in Canada and Obuasi, Ghana and for general corporate purposes.

The terms of the private placement are as follows:

- non-transferable secured promissory notes ("Notes") of Pelangio with an aggregate principal amount of $3,000,000 were issued pursuant to registration and prospectus exemptions under applicable securities exemptions; Pelangio is required to comply with certain terms and conditions as set out in the certificates representing the Notes;

- the holders of the Notes are entitled to:

-- receive the repayment of the principal amount of the Notes in cash on the earlier of the date which is six months from May 21, 2008 (subject to one three month extension) (the "Note Expiry Date") and the closing of the first equity financing ("Qualified Equity Financing") of Pelangio Exploration Inc. ("Newco") raising gross proceeds of not less than $5,000,000, provided that the financing closes after the completion of the proposed plan of arrangement (the "Arrangement") whereby Pelangio, subject to the terms of the Arrangement, intends to spin out all of its assets, other than 19 million common shares ("Detour Shares") of Detour Gold Corporation and $500,000 working capital, to Newco, and on or before the Note Expiry Date (the "Maturity Date"); or

-- in the event of a Qualified Equity Financing of Newco, exercise a right of first refusal to participate in such Qualified Equity Financing, in an amount equal to the principal amount of the Notes, provided certain conditions are met, including the approval of the TSX Venture Exchange ("TSXV"), and the number of common shares ("Newco Shares") of Newco to be issued to the holder of the Notes shall be equal to the principal amount of the Notes held divided by the issue price of the Newco Shares offered in the Qualified Equity Financing;

- the holders of the Notes are also entitled to:

-- interest on the Notes at a rate of 10% per annum compounded semi-annually and not in advance, both before and after maturity, default and judgment, and payable in cash on the Maturity Date; or

-- in the event of a Qualified Equity Financing of Newco, that number of Newco Shares equal to 10% of the principal amount of the Notes held divided by the issue price at which Newco Shares are issued in the Qualified Equity Financing, and issuable on the Maturity Date, provided that certain conditions including the approval of the TSXV are met;

- if the Arrangement proceeds, upon the Arrangement becoming effective in accordance with its terms, the obligations of Pelangio under the Notes, the subscription agreements (the "Subscription Agreements") with the holders of the Notes, and the agency agreement (the "Agency Agreement") with Newco and Bolder will be assigned to, and assumed by, and the Notes will become direct senior obligations of, Newco and thereupon, Pelangio will be released from all its obligations and liabilities under the Notes, the Subscription Agreement and the Agency Agreement, and Newco will be liable for all obligations and liabilities under the Notes, Subscription Agreements and the Agency Agreement in place of Pelangio;

- the obligations under the Notes are secured by Pelangio's pledge of one million Detour Shares pursuant to a share pledge agreement (the "Share Pledge Agreement") with Newco and Bolder (as collateral agent) and if the Arrangement proceeds, upon the Arrangement becoming effective in accordance with its terms, the obligations and liabilities of Pelangio, including the pledge of the one million Detour Shares, under the Share Pledge Agreement will terminate and be assigned and assumed by Newco, and the one million Detour Shares transferred to Newco pursuant to the Arrangement will be pledged and become subject to the Share Pledge Agreement;

- Bolder has been appointed as attorney and collateral agent of the holders of the Notes, and holds the Detour Shares pledged under the Share Pledge Agreement on behalf of the holders of the Notes in accordance with the Share Pledge Agreement and is entitled to act on behalf of the holders in respect of all matters relating to the Notes and Share Pledge Agreement; and

- The Notes are subject to a commission of 2.5% of the gross proceeds raised and administration fee of $7,500 plus GST payable to the Bolder and the payment of any reasonable out of pocket expenses incurred by Bolder. Bolder is also entitled to be appointed lead agent for Newco's first Qualified Equity Financing provided certain conditions are met.

The Company has received subscriptions for participation in the Note financing from more than 28 subscribers, including a subscription for a Note in the principal amount of $100,000 from Ian Shaw, Pelangio's chief financial officer. The Company has determined today to accept the subscriptions, including Mr. Shaw's and has agreed to close the Note financing today.

The Arrangement has been amended to reflect the transfer of Pelangio's obligations under the Notes and related agreements.

Pelangio currently holds 20 million Detour Shares (including the one million Detour Shares pledged under the Share Pledge Agreement) representing approximately 44.6% of the issued and outstanding Detour Shares. The one million Detour Shares pledged under the Share Pledge Agreement and held by Bolder as collateral agent represent approximately 2.2 % of the outstanding Detour Shares. Unless there is an event of default under the Share Pledge Agreement, the pledge does not affect Pelangio's voting rights or rights to receive cash dividends. Pelangio continues to hold its Detour Shares, including those subject to the Share Pledge Agreement, for investment purposes and will review its alternatives in the future as investment conditions warrant.

For further information on the Note financing and the Arrangement, please see our information circular dated March 19, 2008 and related press releases, material change reports and other documents, available under the company's name at www.sedar.com.

About Pelangio

Pelangio is a gold exploration company active in the top-ranked mining jurisdictions in the world, Canada and Ghana. The Company's main focus is to advance its exploration programs on its premier land position in Ghana totaling 290 square kilometres, located on strike and adjacent to AngloGold Ashanti's Obuasi gold mine. The Company's current market capitalization is approximately $300 million, of which the financing represents approximately 1%.

Pelangio also has a 44.6% equity interest in Detour Gold, which controls the Detour Lake advanced gold exploration project. The near-term objective of Detour Gold is to advance the Detour Lake project to development and production.

For additional information, please visit our website at www.pelangio.com.

This press release does not constitute an offer to sell or solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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 implementation of the Arrangement. With respect to forward-looking statements and information contained herein, we have made numerous assumptions. Forward-looking statements and information are by their nature based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our 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 failure to meet the conditions to implement the Arrangement. See our annual information form, our management information circular and our quarterly and annual 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 Pelangio or Newco. 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.
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