PNG Gold Corporation (TSXV:PGK) entered into a non-binding letter of intent to acquire remaining 88.52% stake in New Guinea Gold Corporation (TSXV:NGG) for CAD 21.8 million in stock on October 29, 2011. As a part of the consideration, PNG Gold will issue 0.175 PNG shares for each New Guinea Gold share. The transaction is subject to the completion of satisfactory due diligence by PNG Gold and approval of the Board of Directors of PNG Gold and New Guinea Gold. PNG Gold Corporation (TSXV:PGK) entered into an agreement to acquire remaining 88.52% stake in New Guinea Gold Corporation (TSXV:NGG) for CAD 8.5 million on March 8, 2012. As a part of the consideration, PNG Gold will issue 0.125 PNG shares for each New Guinea Gold share. The transaction must be completed by May 31, 2012 or either of the party will have the right to terminate the agreement. PNG Gold shall receive a termination fee of CAD 1.25 million if NGG terminates the agreement. PNG Gold has also agreed to assist NGG with the critical and immediate cash shortfall by lending New Guinea Gold up to CAD 2.5 million, in advance of the arrangement being completed.

The arrangement agreement contains two material conditions precedent in favour of PNG Gold that must be satisfied prior to May 31, 2012, failing which PNG Gold will have the right to terminate the arrangement agreement. These conditions are that firstly, the mining license and easement forming part of the Sinivit Property, ML 122 and ME 70, must each be renewed for a period of five years, and the exploration license included in the Sinivit Property, EL 1140, must be renewed for a period of two years and secondly, an agreement providing for compensation of the local landowners and other matters, commonly referred to as a memorandum of understanding, must be entered into with the local landowners and the relevant governmental authorities that is acceptable to PNG Gold. Also, EL 1091, the exploration license comprising PNG Gold's Imwauna Property must be renewed prior to May 31, 2012. The transaction is subject to completion of satisfactory due diligence by PNG Gold and approval of the Directors of PNG Gold and New
Guinea Gold., including customary regulatory consents and other approvals. As of March 9, 2012, Board of Directors of New Guinea Gold unanimously recommended that shareholders vote in favour of the transaction. The transaction is expected to close shortly after April 12, 2012.

As of April 12, 2012, New Guinea shareholders approved the transaction. Final order of the Supreme Court of British Columbia to approve the arrangement is expected to be granted next week.

PNG Gold Corporation (TSXV:PGK) cancelled the acquisition of remaining 88.52% stake in New Guinea Gold Corporation (TSXV:NGG) on July 22, 2013.