PNGB Panglobal Brands Inc (CE)

On October 23, 2007, we closed a private placement of 2,871,759 units for gross proceeds of $2,153,819.25. Each unit was sold for $0.75 and consists of one common share and one common share purchase warrant. Each common share purchase warrant entitles the holder to purchase one additional common share of our company at a price of $1.00 per warrant share until October 23, 2008 and at $1.50 per warrant share until the warrants expire on October 23, 2009.

We issued 1,603,426 units pursuant to the exemption from registration under the United States Securities Act of 1933 provided by Section 4(2), Section 4(6) and/or Rule 506 of Regulation D promulgated under the 1933 Act to eleven (11) investors who are “accredited investor” within the respective meanings ascribed to that term in Rule 501(a) under the 1933 Act.

We issued 1,268,333 units to seven (7) non U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

No advertising or general solicitation was employed in offering the securities.

The shares issued in this private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act of 1933.