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TORONTO, Ontario, (September 25, 2009) - Pelangio Exploration Inc. (PX:TSX-V) ("Pelangio" or the "Company") is pleased to announce that it has entered into an agreement with Fraser Mackenzie Limited ("Fraser Mackenzie"), on behalf of a syndicate of underwriters led by Fraser Mackenzie and including Clarus Securities Inc., pursuant to which the underwriters have agreed to purchase 13,520,000 units of the Company on a bought deal basis, at a price of $0.37 per unit for aggregate gross proceeds to the Company of approximately $5 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"). The Company will also grant to the Underwriters an option to increase the size of the offering by up to $2 million, offered on the same terms and conditions up to the Closing Date. The securities are subject to customary securities legislation hold periods.
Each Warrant will entitle the holder to acquire one Common Share at a price of $0.65 for a period of 18 months from closing. In the event that the Common Shares trade on the TSX at a volume weighted-average price of $1.30 or more for a period of at least ten (10) consecutive trading days from that date which is 6 months following the closing, 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 is scheduled to close on or about October 13, 2009. The offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the securities regulatory authorities.
The proceeds of the offering will be used for exploration and for general corporate purposes.
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 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.
For additional information, please visit our website at www.pelangio.com or contact:
Ingrid Hibbard, President & CEO or Brendan Cahill, Counsel and Corporate Secretary Tel: 905-875-3828 / Toll-free: 1-877-746-1632 / Email:
info@pelangio.com
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