VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 30, 2017) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES
PNG Gold Corporation (the "Company") (TSX VENTURE: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, 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.