PNG Announces Conclusions Reached in the Engineering Reports and Corporate Direction

March 29, 2017 (Vancouver, British Columbia): PNG Gold Corporation (the “Company“) (TSX-V: PGK) previously announced that it had received pre-FEED engineering reports from Stantec Consulting Ltd. (“Stantec“) and WSP Canada (“WSP“). Those reports concluded that PNG’s ReGenTM re-refining technology process is technologically sound and, the quantity and quality of the re-refined products produced will be equivalent to, or greater than, results obtained in previous engineering studies.

The following conclusions, subject to the assumptions and parameters set out therein, were reached in the engineering reports:

1. The ReGen^TM used motor oil (“UMO”) re-refining process is technically sound.  Stantec’s report concluded “Having completed the Pre-FEED study and based upon the samples provided, it is Stantec’s opinion that PNG’s ReGen^TM technology is technically viable and capable of producing high quality base oils meeting requirements of API 1509 Groups II and III.  Furthermore, Stantec has concluded, after having conferred with the major manufacturers of the process equipment required to construct and operate the proposed 2,800 barrel per day re-refinery, that the project is feasible as proposed.”

   Similarly, WSP concluded “Having completed the pre-FEED study it is WSP’s opinion that PNG’s ReGen^TM refining technology process is technically sound and construction and operation of the proposed re-refinery should provide finished products equivalent or greater than those contained in previous engineering studies.”

2. The finished product stream generated from a ReGen^TM re-refining process (“ReGen”) is of high quality and high quantity.   Stantec reported 75% recovery of Group II and Group III base lubricating oils, of which 55% of the plant output was estimated to be Group III base oil.  WSP’s preliminary computer modeling showed 78% recovery of Group II and Group III base lubricating oil.
3. The preliminary operating costs using current market prices were projected by WSP to be 7% of the Company’s projected revenue.
4. The capital cost of constructing a ReGen re-refinery in Bowden, Alberta was projected by Stantec to be approximately $90MM*. The numerous cost advantages associated with existing infrastructure in addition to the large storage tank farm located at the Bowden site were highlighted in the WSP report.  Namely, rail and truck loading and unloading; existing concrete foundations; existing pipe rack; existing water supply; existing gas and electricity utilities; and the space to facilitate a modular construction strategy.

From additional research conducted by the Company it was further determined:

1. Only 50% of the UMO collected in North America is estimated to be actually re-refined into Group I and Group II base lubricating oils, with the balance primarily being sold as low grade burner fuel.
2. Based on today’s prices, the cost of feedstock supply to the Bowden plant would represent 28%* of the projected revenue when operating at steady state production.
3. Market research shows a significant demand for Group III oil in Canada and the United States.
4. The current economic conditions in Alberta provide an excellent opportunity to attract quality fabrication contractors, with short production lead times, to manufacture the plant equipment modules at very attractive pricing.
5. The current exchange rate between the Canadian and US dollar provides a significant lift to the profitability of a Canadian built refinery.
6. Carbon credits available in Alberta should provide substantial additional revenue for PNG.
7. The patents that are granted or are pending by, or for, PNG are considered to be current and valid.
8. Based on the project product output contained in the engineering reports and today’s commodity pricing, in the first full year of steady state production following commissioning of the first ReGen re-refinery, PNG projects recurring annual revenue of approximately $159MM.  This revenue is projected to produce recurring annual EBITDA of approximately $100MM*. EBITDA is a non GAAP measure*.

As a result of these reports and research, PNG’s management made the following recommendation to the Company’s Board of Directors.

PNG submit a change of business application (“COB”) to the TSX Venture Exchange to become an industrial oil listed company, along with filing for a change of name to Gen III Oil Corp.

Subject to approval of the COB by the TSX Venture Exchange:

1. The Company accepts the bid for FEED and detailed engineering as submitted by Stantec Consulting Ltd. and immediately proceed with the next phase of development.  That includes, completion of detailed engineering design, obtaining of all necessary refining permits, and ordering of long lead order equipment targeting a fall 2017 start of construction in Bowden.
2. PNG immediately pursue the next stage of development of this re-refinery to avail itself of market conditions for Group II and Group III base oil to leverage the advantages currently available to PNG in terms of availability of construction labour and inexpensive equipment manufacture and fabrication.
3. Immediately following commencement of construction of Bowden, PNG secures additional re-refining sites to export the technology elsewhere around the world.

The Board of Directors of PNG accepted all of management’s recommendations and the Company is proceeding accordingly.

On behalf of Stantec Engineering, Santino Pasutto, Stantec’s Manager, Business Development — Oil and Gas said “It is with excitement and enthusiasm that Stantec embarks on this project’s newest chapter, further strengthening our important relationship with PNG.  Beyond the technically compelling aspects of this work, this large scale project stands to deliver tremendous benefit to a range of stakeholders by creating local job opportunities, by finding new uses for a non-renewable resource through reprocessing, and by repurposing a facility that has long been closed.  We’re proud to be able to contribute to such a significant initiative in Alberta.”

On Behalf of the Board of PNG Gold Corporation
“Greg Clarkes”
Greg Clarkes
Chief Executive Officer

Notes:

*Material Factors and Assumptions

Material factors and assumptions used to develop forward-looking information is as follows.  The capital cost of constructing a ReGen Re-refinery in Bowden, Alberta was projected by Stantec to be approximately $90MM.  The assumptions used by Stantec were based on a complete equipment listing derived by Stantec with quotes from major equipment manufactures.  Labour and incidentals were factored based on engineering industry standards.  The assumption was made that a final lease will be successfully negotiated for the Bowden site.

The cost of feedstock supplied to the Bowden plant, projected to be 28% of projected revenue was based on the proposed nameplate capacity of 2,800 barrels per day and was derived from the US Energy Information Administration pricing dated December 31, 2016, compared to current output revenue projections from computer modelling contained in both engineering reports.

Projected revenue was calculated by multiplying the projected plant output of Group II and Group III base lubricating oils, as well as ultra-low sulphur diesel, asphalt flux and naphtha, in the volumes predicted in the engineering studies, by the projected plant nameplate capacity of 2,800 barrels per day, operating 330 days per year.  Gulf coast spot pricing of those commodities as reported in Lubes & Greases base oil report on March 1, 2017, along OPIS International Feedstocks Intelligence report dated February 7, 2017, and the US Energy Information Administration dated December 31, 2017, converted into Canadian dollars at the average posted exchange rate on March 9, 2017 were used to calculate projected gross revenue.

Net income, a GAAP measure, would reduce projected EBITDA, a non-GAAP measure, by financing costs, depreciation and income taxes. Financing costs are currently projected to be $5.4M, amortization is calculated to be $5.48M, and income taxes are projected to be $23.5M, which leaves a net income of approximately $65M, which is a GAAP measure.  This does not include potential greenhouse gas credits.

Future Oriented Financial Information

This news release, in particular the information in respect of the anticipated capital costs of constructing the re-refinery in Bowden, Alberta, the cost of feedstock supply as a percentage of projected revenue, the recurring annual revenue and the recurring annual EBITDA, contains Future Oriented Financial Information (“FOFI”) within the meaning of applicable securities laws. The FOFI has been prepared by management to provide an outlook of our proposed activities and potential results and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions including the assumptions discussed above under the heading “Material Factors and Assumptions”. The actual results of our proposed operations and the projected financial results may vary from the amounts set forth herein, and such variations may be material. Management believes that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments.

For further information contact Greg Clarkes at (587) 393-8363
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 financial projections, substantial known and unknown risks and uncertainties, certain of which are beyond the control of PNG Gold Corporation and/or Stantec Consulting Ltd.  These include, but are not limited to, the statements regarding the quantity and quality of the re-refined products that might be produced; the cost of construction of the first ReGen re-refinery; raising sufficient capital to support the business plan; the estimated operating costs for the refinery; the market for the finished products; negotiating off-take agreements for those finished products; and the anticipated annual recurring revenue and EBITDA derived from those operations. Actual results may differ materially from the forward-looking information contained herein. 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.