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On Feb. 5, 2015, PNG Gold announced that it had entered into a binding term sheet providing for the acquisition by PNG Gold of VeroLube Inc. VeroLube owns a patented re-refining process for the refining of used motor oil. In connection with the acquisition, it is proposed that PNG Gold consolidates its 131,168,368 share on the basis of one new share for ten old, and then acquire all of the 51,500,301 shares of VeroLube in exchange for common shares of PNG Gold on a 1:1 basis. Completion of the acquisition is subject to customary conditions such as regulatory and shareholder approval, due diligence etc. PNG Gold and VeroLube will each seek the approval of their shareholders for the acquisition at meetings to be held on or before June 30, 2015.(Please see the entire news release dated Feb. 5, 2015)

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