PNG Gold Corporation: Corporate Update - Proposed Business Combination With VeroLube

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 20, 2015) -

Not for distribution in the United States or to U.S. newswire services

PNG Gold Corporation ("PNG Gold") (TSX VENTURE:PGK) and VeroLube Inc. ("VeroLube") announced on February 5, 2015 that they had entered into a binding term sheet (the "Term Sheet") dated February 4, 2015 providing for the acquisition by PNG Gold of VeroLube, a private company incorporated under the federal laws of Canada (the "Business Combination"). The Business Combination will constitute a "Reverse Takeover" within the meaning of TSX Venture Exchange (the "Exchange") Policy 5.2 and, as such, trading in PNG Gold's common shares on the Exchange was halted at that time and remains halted to date. Closing of the Business Combination was to take place on or before June 30, 2015 (the "Closing Date").

The Closing Date has now passed without conclusion of a transaction due to a number of significant developments related to VeroLube that have hampered the due diligence process necessary to finalizing the transaction. PNG Gold is working closely with VeroLube to find a solution and has therefore agreed not to call its outstanding loan to VeroLube of approximately CDN$567,000 plus interest until September 30, 2015. In return, VeroLube has agreed to give PNG Gold the non-exclusive rights to its patented and certified ReGen™ used oil re-refining process for the US market. PNG Gold now has the non-exclusive rights to VeroLube's technology for North America, Central America and South America.

Completion of the Business Combination is subject to several customary conditions such as regulatory and shareholder approval, satisfactory completion of due diligence, absence of material changes, absence of litigation and accuracy of representations and warranties. PNG Gold and VeroLube will each seek the approval of their shareholders for the Business Combination at meetings to be held before the Business Combination can close.

The Business Combination cannot close until the approval of shareholders of both PNG Gold and VeroLube and all required regulatory approvals are obtained. There can be no assurance that the Business Combination will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Business Combination, any information released or received with respect to the proposed Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of PNG Gold should be considered highly speculative.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Examples of such statements are statements relating to completion of the Business Combination and timing thereof. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of PNG Gold and VeroLube, including, but not limited to, the impact of general economic conditions, industry conditions, results of due diligence, dependence upon regulatory and shareholder approvals, and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The results of due diligence may be negative, and required regulatory or shareholder approvals or additional financing may not be obtained. If so, the Business Combination may not be completed, or it may be completed later than presently anticipated.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Business Combination and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.