PNG Gold Corporation ("PNG") (TSX VENTURE:PGK) - The Company is making these
numerical corrections due to a typo error on the original version of the press
release that was disseminated earlier in the day at 8:30 a.m. EST.


NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES

PNG Gold Corporation is pleased to announce completion of the previously
announced business combination (the "Business Combination") between
International Silver Ridge Resources Inc. ("Silver Ridge") and NMC Mining Corp.
("NMC").


On August 26, 2010, Silver Ridge and NMC announced that they had entered into an
agreement (the "Master Agreement") with an effective date as of August 11, 2010
providing for the acquisition by Silver Ridge of NMC, a private company existing
under the federal laws of Canada. The Exchange issued its conditional approval
of the Business Combination on April 21, 2011. Silver Ridge has obtained the
written consent of the majority of its shareholders to the Business Combination
in accordance with the rules of the TSX Venture Exchange (the "TSX-V"). Pursuant
to the Master Agreement, Silver Ridge's wholly owned subsidiary, 7595158 Canada
Ltd. has amalgamated with NMC. Silver Ridge has issued 59,633,873 common shares
in exchange for the 59,633,873 issued and outstanding shares of NMC, which have
been cancelled. The amalgamated company (called NMC Mining Corp.) has become a
wholly-owned subsidiary of Silver Ridge. In connection with the completion of
the Business Combination, Silver Ridge has changed its name to PNG Gold
Corporation. The Business Combination is subject to final acceptance from the
TSX-V. PNG will issue a news release once the TSX-V has issued its final
Exchange Bulletin.


Through NMC, PNG holds a 50% interest in the Normanby and Sehulea Properties in
Papua New Guinea, and an option to acquire the remaining 50%. NMC's Normanby
Property is the focus of exploration efforts. Further details can be found in
Silver Ridge's Filing Statement dated April 29, 2011 (the "Filing Statement"),
which is available on SEDAR at www.sedar.com. 


Mr. J.R.H. ("Dick") Whittington has been appointed President and Chief Executive
Officer. Mr. Whittington will also serve on the Board of Directors. Mr. Colin
McKenzie has been appointed Chief Operating Officer of PNG. Messrs. Jon Perrett,
Frank Roberts and Michael Reimann have resigned from the Board of Directors. PNG
thanks them for their service. Mr. Reimann continues to serve PNG as its Chief
Financial Officer. The Board is now comprised of Mr. Whittington, Mr. Greg
Clarkes, Mr. Paul DiPasquale and Mr. Larry Van Hatten. Summaries of the
biographies of the directors and officers of PNG may be found in the Filing
Statement. 


Upon completion of the Business Combination, there are 82,849,322 common shares
of PNG issued and outstanding on an undiluted basis. The principals of the
Company collectively hold 6,225,000 common shares which are subject to a Tier 2
Surplus Security escrow. Also subject to a Surplus Security escrow are
15,682,269 common shares exchanged on the amalgamation for 15,682,269 common
shares of NMC issued to New Guinea Gold Corporation as consideration for PNG's
interest in the Normanby and Sehulea properties. 6,725,000 common shares held by
non-principals are subject to a Tier 2 Value escrow, and 7,076,655 common shares
are subject to the Exchange's Seed Share Resale Matrix.


In connection with completion of the Business Combination, options to purchase a
total of 6,320,000 common shares of PNG were issued to officers, directors,
consultants and employees of PNG. The options are exercisable to purchase a
common share at $0.50 for 5 years. Further details concerning such options can
be found in the Filing Statement.


Forward-Looking Statements 

Certain information set forth in this news release contain forward-looking
statements that involve substantial known and unknown risks and uncertainties.
These forward-looking statements relate in particular to the issuance of the
final Exchange bulletin in respect of the Business Combination. These matters
are subject to numerous risks and uncertainties, certain of which are beyond the
control of PNG. In particular, the final Exchange bulletin will not be issued if
the Exchange determines PNG has not met the conditions set out in the Exchange's
conditional approval letter. Such risks and uncertainties also include, but not
limited to, the impact of general economic conditions, industry conditions,
dependence upon regulatory 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 incorrect and, as such, undue reliance should not
be placed on forward-looking statements.


PNG Gold Corporation (TSXV:PGK)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more PNG Gold Corporation Charts.
PNG Gold Corporation (TSXV:PGK)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more PNG Gold Corporation Charts.