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ReGen III Corp. 
Listed Company 

PNG GOLD CORPORATION ("PGK")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 21, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 29, 2016, and January 26, 2017:

Number of Shares: 12,000,000 shares

Purchase Price: $0.10 per share

Warrants: 6,000,000 share purchase warrants to purchase 6,000,000 shares

Warrant Exercise Price: $0.30 for a two year period. In the event that the common shares have a closing trading price of $0.30 or higher for a period of 20 consecutive trading days, the Company may accelerate the expiry date of the warrant to a date that is 30 days from providing notice.

Number of Placees: 22 Placees

Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Larry Van Hatten Y 500,000
Paul DiPasquale Y 250,000
Gregory M. Clarkes Y 1,300,000
Aggregate Pro Group Involvement P 1,950,000
[2 Placees]

Finder's Fee: Canaccord Genuity Corp. receives $56,400
Haywood Securities Inc. receives $3,600

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued news releases announcing the closing of the private placement and setting out the expiry dates of the hold period on December 13, 2016 and February 9, 2017. [Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.]
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