PNG Gold Corporation Closes $38 Million Best Efforts Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 28, 2011) -

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PNG Gold Corporation (TSX VENTURE:PGK) ("PNG Gold" or the "Company") is pleased to announce that it has closed its previously announced private placement offering led by Canaccord Genuity Corp. and Paradigm Capital Inc. (the "Agents") as co-lead Agents. PNG Gold issued a total of 51,157,522 common shares ("Common Shares"), including shares issued on partial exercise of the over-allotment option, at a price $0.75 per share to raise gross proceeds of $38,368,141.50. The Agents were paid a cash commission being 6% of the gross proceeds, and issued warrants ("Agent's Warrants"), equal to 6% of the number of common shares sold. Each Agent's Warrant is exercisable for 18 months to purchase a Common Share at $0.75 per share. The private placement is subject to final acceptance by the TSX Venture Exchange.

The Common Shares issued under this offering, and any Common Shares issued on exercise of the Agent's Warrants, will be subject to a hold period of four months plus one day from today. The net proceeds from the private placement will be used to fund exploration and development work on the Company's Imwauna and Sehulea properties on Normanby Island, Milne Bay Province, Papua New Guinea, and for general working capital.

Dick Whittington, President and CEO, commented: "We are very pleased to close this private placement under difficult market circumstances and particularly, given the current uncertain global economic environment. We are now well-funded to quickly implement and put into place our business development plan for the Imwauna project in Papua New Guinea."

About PNG Gold Corporation

PNG Gold Corporation holds a 50% interest in the Imwauna and Sehulea properties on Normanby Island, Milne Bay Province, Papua New Guinea, and an option agreement to acquire the remaining 50%. With closing of the current financing the Company anticipates completing the remaining work required under the option agreement within the next few months. PNG Gold trades on the TSX Venture Exchange under the symbol PGK. PNG Gold's mission is to become the premier exploration and development company in Papua New Guinea.

ON BEHALF OF THE BOARD OF DIRECTORS

J.R.H. (Dick) Whittington, President & CEO

Forward-Looking Statements

Certain information set forth in this news release contains forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements relate to matters such as results of exploration and development of the Normanby and Sehulea properties, issuance of final TSX Venture Exchange approval for the private placement, and completion of the work required under the option agreement and are subject to numerous risks and uncertainties, certain of which are beyond the control of PNG Gold, including, but not limited to, the impact of general economic conditions, industry conditions, financial market conditions, dependence upon government, regulatory and shareholder approvals, and the uncertainty of obtaining additional financing. Exploration of mineral properties is subject to the inherent risk that it may not result in commercial discovery. Readers are cautioned that the assumptions used in the preparation of forward-looking statements, although considered reasonable at the time of preparation, may prove to be incorrect and, as such, undue reliance should not be placed on forward-looking statements. PNG Gold expressly disclaims any obligation to update forward-looking statements contained herein except as required by applicable law.