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January 30, 2017

PNG Gold Proposes Shares for Debt and Grant of Options

January 30, 2017 (Vancouver, British Columbia): PNG Gold Corporation (the “Company”) (TSX-V: PGK) announces that it proposes to settle $345,576 in debt (“Debt”) in exchange for 2,032,797 common shares (the “Shares”) at a deemed price of $0. 17 per Share as follows:

Creditor Debt Amount Number of Shares Nature of Debt
John Detmold, director $150,000 882,353 60 months of directors’ fees at $2,500 per month
Larry Van Hatten, director $26,250 154,411 10.5 months of directors’ fees at $2,500 per month
Larry Van Hatten, director $8,747 51,453 10.5 months of fees as audit committee chair at $833 per month
Paul DiPasquale, director $26,250 154,411 10.5 months of directors’ fees at $2,500 per month
Brian Nethery, director $26,250 154,411 10.5 months of directors’ fees at $2,500 per month
Greg Clarkes, director and officer $26,250 154,411 10.5 months of directors’ fees at $2,500 per month
Greg Clarkes, director and officer $4,379 25,759 10.5 months of fees as compensation committee chair at $417 per month
George Davidson, officer $50,400 296,470 6 months unpaid compensation (inclusive of taxes)
Total $318,526.00 1,873,679

The remaining 159,118 Shares will be issued to an arm’s length creditor to settle $27,050 in Debt. The Shares for Debt transaction is subject to the approval of the TSX Venture Exchange. All Shares issued will be subject to a four-month hold period. No new control person will be created as a result of the Shares for Debt transactions. The Shares for Debt transactions in the table above are each a “related party transaction” under applicable securities laws. Each director of the Company abstained from voting on the resolution approving the Shares for Debt transaction that related to them. The directors of the Company consider the transaction to be in the best interest of the Company in order to improve the Company’s balance sheet. Each Shares for Debt transaction is exempt from the formal valuation and minority approval requirements under Multilateral Instrument 61-101.

In addition, the Company wishes to announce that is has approved the grant of an aggregate of 3,075,000 stock options at a price of $0.17, expiring on the date that is 2 years from the date of the grant, subject to the completion of the Company’s previously announced private placement. Under the option grant, directors and officers of the Company will receive the following options: John Detmold, 200,000; Paul DiPasquale, 200,000; Brian Nethery, 200,000; Larry Van Hatten 400,000; George Davidson, 300,000; and Greg Clarkes, 1,700,000. The remaining options are issued to consultants of the Company. All options will be subject to a four-month hold period in accordance with the policies of the TSX Venture Exchange.

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, completion of the Shares of Debt Transaction. 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.