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February 9, 2017

PNG Gold Closes Final Tranche of $1.2M Financing

NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES

February 9, 2017 (Vancouver, British Columbia): PNG Gold Corporation (the “Company“) (TSX-V: PGK) announces that it has closed the final tranche of its non-brokered private placement as previously announced on November 29, 2016 and January 26, 2017 (the “Offering“).

Under the final tranche of the Offering, the Company closed upon 6,450,000 units (the “Units“) at a price of $0.10 per Unit for gross proceeds of $645,000. Each Unit consists of one common share and one-half of one warrant (“Warrant“) with each whole Warrant entitling the holder to acquire one common share at a price of $0.30 per share for a period of two years. In the event the common shares of the Company have a closing trading price of $0.30 or higher for a period of 20 consecutive trading days, the Company may accelerate the expiry date of the Warrants to a date that is 30 days from the date the Company provides notice to the holders.

In total under the Offering, the Company issued 12,000,000 Units for aggregate gross proceeds of $1,200,000. Certain finder’s received a cash fee of up to 8% of the proceeds Offering. All securities issued under the Offering are subject to a four month hold period from the date of issuance. The Offering remains subject to the final approval of the TSX Venture Exchange.

The Company proposes to use the proceeds of the Offering as follows: to complete engineering studies to assess the viability of the ReGen process; to undertake additional patent work regarding the ReGen process; to provide a deposit to secure a potential plant site in Western Canada; to pay compensation to certain directors and officers of the Company; to pay commissions to finders in connection with the Offering; to pay the expenses of the Offering; and for working capital and general corporate purposes.

On Behalf of the Board of PNG Gold Corporation

“Greg Clarkes”
Greg Clarkes
Chief Executive Officer

For further information contact Greg Clarkes at (604) 374-6783

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.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of PNG Gold Corporation. These include, but are not limited to, the receipt of TSXV acceptance of the Offering and the proposed use of proceeds of the Offering. 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 Company assumes no obligation to update forward-looking statements, except as required by applicable law.