BELLINGHAM, Wash., Sept. 11, 2012 /PRNewswire/ -- Pengram Corporation (Symbol: PNGM.PK), (the "Company") announced that its Board of Directors have approved a private placement offering of up to $1,000,000 of $5,000 denomination 10% unsecured notes due November 30, 2016 (the "Notes Offering"). The purpose of the Notes Offering is to retire the current liabilities of the Company and to raise funds for the acquisition and exploration of mineral properties, and for general corporate purposes, without diluting the current shareholders. The Company will offer the Notes to the creditors of the Company in satisfaction of the current debt. The Company will also offer the Notes to investors who are seeking a higher interest rate than available on more senior debt securities. The Notes Offering will be completed pursuant to Regulation S promulgated under the Securities Act of 1933, as amended (the "Securities Act") to persons who are not "U.S. Persons" as contemplated under Regulation S of the Securities Act.

"We are pleased to be able to offer a higher return note to investors. The maturity date allows enough time for Pengram to execute on its business plan without having to issue shares at the current price keeping its capital structure intact, while cleaning up the balance sheet allowing for a much healthier financial statement," commented Richard Donaldson, CEO of Pengram.

The Company may pay a commission or finders fee of up to 10% of the Notes Offering proceeds to duly licensed brokers or investment dealers who introduce purchasers or to other person where permitted by law.

The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. The securities have not been registered under the Securities Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

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