Pelangio Exploration Completes Final Tranche of Private Placement for Aggregate Gross Proceeds of $4,500,000

Executive Summary

• Pelangio Exploration Inc. closed the second and final tranche of its non‑brokered private placement, raising an additional $1,037,399.76 for a total of $4,500,000 in gross proceeds.
• The final tranche consisted of 5,763,332 units priced at $0.18 per unit, each unit containing one common share and half of a warrant to purchase an additional share at $0.31 (exercisable until 9 Oct 2027).
• Finder’s fees of $453,396.32 were paid in cash and non‑transferable finder warrants; insiders purchased 702,832 units, qualifying as a related‑party transaction under MI 61‑101.

Key Details

• First Tranche (Sept 24 2025): 19,236,668 units sold for gross proceeds of $3,462,600 at $0.18 per unit.
• Final Tranche: 5,763,332 units sold for gross proceeds of $1,037,399.76 at $0.18 per unit.
• Unit Composition: 1 common share + ½ warrant; each whole warrant allows purchase of one common share at $0.31 (expiry 9 Oct 2027).
• Finder’s Compensation: $453,396.32 cash plus finder warrants to purchase up to 2,371,130 common shares at $0.18 per share (expiry 9 Oct 2027).
• Hold Periods: All securities subject to a statutory four‑month hold; insider holdings also subject to TSX Venture Exchange hold expiring 23 Feb 2026.
• Related‑Party Transaction: Insiders purchased 702,832 units; exemption from formal valuation/minority approval under MI 61‑101 sections 5.5(a) and 5.7(1)(a).
• Regulatory Conditions: Private placement remains pending final TSX Venture Exchange approval; securities not registered in the U.S. and may only be sold to qualified persons.

Notable Quotes

(No executive quotes were included in the release.)