Pelangio Exploration Closes Second and Final Tranche of Private Placement for Gross Proceeds of $500,000

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TORONTO, ON / ACCESSWIRE / April 16, 2024 / Pelangio Exploration Inc. (TSXV:PX);(OTC PINK:PGXPF) ("Pelangio" or the "Company") is pleased to announce that it has closed the second and final tranche of a non-brokered private placement of up to 33,333,332 units (the "Units") of the Company a price of $0.015 per Unit for gross proceeds of $500,000 announced on February 28, 2024 (the "Private Placement").

Each Unit consists of one common share of the Company (a "Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one Common for a period of 60 months from the date of the issue of the Warrants at an exercise price of $0.05 per Warrant Share.

The Company completed the first tranche of the private placement on March 28, 2024, resulting in the issuance of 7,566,666 Shares and 7,566,666 Warrants for aggregate gross proceeds of $113,500. Pursuant to the closing of the second tranche of the private placement on April 16, 2024, the Company issued an additional 25,766,666 Shares and 25,766,666 Warrants for aggregate gross proceeds of $386,500.

Proceeds of the Private Placement will be used for working capital and general corporate purposes, including land maintenance costs.

The Company paid total finder's fees in relation to both the first and second tranche of the private placement to eligible finders consisting of $23,000 in cash and 1,533,333 warrants (the "Finder's Warrants"). Each Finder's Warrant entitles the holder to purchase one Common Share at a price of $0.05 for a period of 60 months from the date of the issue. 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 four months after the date of issuance. The Private Placement remains subject to obtaining final approval of the TSX Venture Exchange.

Certain insiders of the Company participated in the first tranche of the private placement for an aggregate total of $85,500 in the Private Placement. The participation by such insiders 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 Offering 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 Parties, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).