Esperanza Resources Corp.
TSX VENTURE : EPZ

Esperanza Resources Corp.

December 15, 2010 15:18 ET

Esperanza Amends $6 Million Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 15, 2010) -

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES NOR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Esperanza Resources Corp. (TSX VENTURE:EPZ) has amended its private placement of units announced December 6, 2010. The offering will now consist of up to 2,927,000 units at a price of $2.05 (formerly $2.15) per unit for gross proceeds of up to approximately $6 million, and the units will now consist of one common share and one non-transferable share purchase warrant (previously one-half of one non-transferable warrant). Each share purchase warrant will now entitle the holder to purchase one common share at a price of $2.75 (formerly $3.00) for a period of 24 months.

The private placement is being conducted on a best efforts agency basis by a syndicate led by Salman Partners Inc. and including Mackie Research Capital Corporation and Haywood Securities Inc. The agents have been granted an over-allotment option to place up to a further $2.5 million in units which, if exercised, would result in total proceeds of approximately $8.5 million.

Esperanza will pay the agents a fee of 5% of the proceeds plus issue brokers' warrants entitling the agents to purchase that number of shares equal to 5% of the number of units sold, including any units sold under the over-allotment option. The broker warrants will now be exercisable at a price of $2.75 (formerly $3.00) per share for a period of 24 months.

The private placement is subject to stock exchange approval and is expected to close on or about December 22, 2010.

About Esperanza

Esperanza is focused on advancing the development of its two principal properties: the San Luis gold and silver joint venture in Peru and the wholly-owned Cerro Jumil gold project in Morelos State, Mexico. It is also actively investigating 11 other exploration interests in Peru and Mexico. In October of 2010 it announced a strategic investment which resulted in a 36.7% interest in Global Minerals Ltd. (TSX-V: CTG), owner of the Strieborná silver/copper/antimony project in Roznava, Slovakia.

SAFE HARBOUR: Some statements in this release are forward-looking in nature. The United States Private Securities Litigation Reform Act of 1995 provides a "safe harbour" for certain forward-looking statements. Such statements include statements as to the potential of the Cerro Jumil property, the ability to finance further exploration, permit drilling and other exploration work, and the availability of drill rigs.

The forward-looking statements involve risks and uncertainties and other factors that could cause actual results to differ materially, including those relating to exploration and bringing properties into production. Please refer to a discussion of some of these and other risk factors in Esperanza's Form 20-F filed with the U.S. Securities and Exchange Commission. The forward-looking statements contained in this document constitute managements' current estimates as of the date of this release with respect to the matters covered herein. Esperanza expects that these forward-looking statements will change as new information is received and that actual results will vary, possibly in material ways. Forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change. For these reasons, investors should not place undue reliance on forward-looking statements.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

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