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PRESS RELEASE
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New Guinea Gold announces update on NMC Mining Corp.
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Vancouver, BC �June 14, 2011 � New Guinea Gold Corporation (�NGG�) is pleased to announce that International Silver Ridge Resources Inc. (�Silver Ridge�) announced on June 13, 2011 the closing of the proposed Business Combination with NMC Mining Corp. (�NMC�). In connection with the completion of the Business Combination, Silver Ridge has changed its name to PNG Gold Corporation. As a result of this transaction NGG will hold a significant stake in PNG Gold Corporation.
In 2010, NGG entered into two agreements with NMC whereby:
- NMC purchased a 50% interest in the Normanby and Sehulea properties held by NGG for a part consideration of 15,682,269 shares in NMC.
- NMC entered into a joint venture to acquire the remaining 50% of the above properties by paying to NGG CAD$1million and spending CAD$8million on exploration/development on the properties.
After the closing of the Business Combination, NGG, subject to the escrow provision below, will own 15,682,269 shares in Silver Ridge. Silver Ridge closed on June 6, 2011 at $1.20 per share.
PNG Gold Corporation Announces Closing of Business Combination
For Immediate Release
June 13, 2011 (Vancouver, British Columbia): PNG Gold Corporation (�PNG�) (TSX Venture: PGK) 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 55,633,873 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 78,849,299 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 $.50 for 5 years. Further details concerning such options can be found in the Filing Statement.
For further information on this release or on other NGG projects such as the Sinivit Gold Mine, contact info@newguineagold.ca, or access our website � www.newguineagold.ca
ON BEHALF OF THE BOARD
Colin McKenzie
Director
Neither 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.
Forward Looking Statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of NGG, including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of resource and reserve estimates, currency fluctuations, dependence upon regulatory approvals, the availability of future financing and exploration risk. 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.
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