TORONTO, ONTARIO -- (Marketwire) -- 09/08/08 -- Pelangio Exploration Inc. (TSX VENTURE: PX) ("Exploration" or the "Company") is pleased to announce that the plan of arrangement (the "Arrangement") with Pelangio Mines Inc. ("Pelangio") was completed effective at 12:01 a.m. on September 6, 2008 (the "Effective Time"). The Arrangement was undertaken by Pelangio to effect the spin-out of all of its assets, other than 19 million common shares ("Detour Shares") of Detour Gold Corporation and $500,000 in working capital (the "Detour Property"), to Exploration.
Pursuant to the terms of the Arrangement and with respect to Exploration, all existing Pelangio shareholders as of the Effective Time are automatically entitled to receive, without further payment or consideration, one common share of Exploration ("Exploration Shares") for each common share of Pelangio held as of the Effective Time. Pursuant to the Arrangement, Exploration acquired all of Pelangio's property other than the Detour Property, including all of Pelangio's interest in the Obuasi property in Ghana and other Canadian mineral properties and one million Detour Shares.
On May 21, 2008, Pelangio completed a private placement offering (the "Note Financing") of 10% promissory notes (the "Notes") for gross proceeds of $3 million. Pursuant to the terms of the Arrangement and the Agency Agreement dated May 21, 2008, the Share Pledge Agreement dated May 21, 2008, the subscription agreements with the subscribers for the Notes and the Notes (together, the "Financing Documents"), Exploration has been assigned and has assumed all of Pelangio's obligations and liabilities under the Financing Documents, including the pledge of one million Detour Shares as security for the repayment of the Notes.
Exploration currently has available funds of approximately $1,100,000.
During the remainder of 2008, the Company budgets the following
expenditures:
Exploration activities on the Company's mineral properties
Obuasi Property $1,350,000
Canadian Properties $40,000
Ongoing operations and administration costs $470,000
Property acquisition $47,000
Total $1,907,000
Exploration currently has a working capital deficit of $2,200,000. The Company will address the cash requirements of its exploration and operating costs of $1,907,000 and its working capital deficit of $2,200,000 by either the issuance of Exploration Shares or the sale of a portion of the one million Detour Shares.
As a result of the Arrangement becoming effective, 73,762,370 Exploration Shares are now issued and outstanding. By virtue of the Arrangement, Exploration has become a reporting issuer in Ontario, British Columbia, Alberta and Nova Scotia.