PNG Gold Corporation: Corporate Update-Reverse Takeover of VeroLube Terminated, Consolidation of Issued and Outstanding Shares

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 16, 2016) -

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PNG Gold Corporation ("PNG Gold") (TSX VENTURE:PGK) announces that it is no longer pursuing its reverse takeover of VeroLube Inc. ("VeroLube") announced on February 5, 2015 at this time.

PNG Gold has made loans to VeroLube of approximately Cdn.$765,835 which were due to be repaid on or before September 30, 2015. As partial consideration, VeroLube has provided PNG Gold the non-exclusive rights to its patented and certified ReGen™ used oil re-refining process for North America, Central America and South America. PNG Gold remains very interested in the potential of the ReGen™ technology, and is therefore continuing to pursue alternative transactions involving the ReGen™ technology and potentially VeroLube. Therefore, PNG Gold has not called the outstanding loans at this time. No agreement in principle or understanding has been reached with VeroLube about any alternative transaction at this time.

PNG Gold also announces it intends to consolidate its 131,168,368 issued and outstanding common shares on the basis of one new for ten old (the "Consolidation"). Upon completion of the Consolidation, 13,116,837 common shares will be issued and outstanding. The Consolidation is being undertaken in order to provide PNG Gold with a more readily financeable capital structure. The Consolidation is subject to acceptance from the TSX-V. No shareholders meeting to approve the Consolidation is necessary or will be held, and there will be no change of name in connection with the Consolidation.

In order to conserve cash, PNG Gold will begin accruing directors fees, rather than paying in cash, effective immediately. PNG Gold also announces that Neil Halldorson will be stepping down as President on March 31, 2016.

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 alternative transactions and TSX-V acceptance of the Consolidation. These forward-looking statements 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, results of due diligence, and the uncertainty of obtaining regulatory approvals. 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. Transactions may fail to complete for any number of commercial reasons, and required regulatory approvals may not be obtained.

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.