North Sur Resources Inc.
TSX VENTURE : SUR

August 12, 2013 12:33 ET

North Sur Resources Inc. Announces Closing of Qualifying Transaction

CALGARY, ALBERTA--(Marketwired - Aug. 12, 2013) - North Sur Resources Inc. (formerly, Petro Occidente Capital Corp. (TSX VENTURE:SUR) (the "Company") is pleased to announce that it has closed its previously announced qualifying transaction (the "Transaction"). As a result of the completion of the Transaction, the Company has ceased to be a Capital Pool Company (as defined in the policies of the TSX Venture Exchange (the "TSXV")) and is expected to commence trading as a Tier 2 Mining Issuer on the TSXV on August 14, 2013. In connection with the closing of the Transaction, the Company has changed its name from Petro Occidente Capital Corp. to North Sur Resources Inc. and has changed its trading symbol from "OPP.P" to "SUR".

In accordance with the terms and conditions of the agreement (as amended, the "Agreement") entered into on March 7, 2013, between Manson Creek Resources Ltd. ("Manson"), Panarc Resources Ltd. and the Company, on closing of the Transaction the Company acquired the right to earn 100% of Manson's interest in an option to acquire a mining property located in the Northwest Territories (the "Property"). Panarc owns a 100% interest in and to the Property and granted Manson an option to acquire such 100% interest, subject to 2.5% net smelter return royalty retained by Panarc, pursuant to an agreement between Panarc and Manson dated January 23, 2012, as amended on January 20, 2013 (the "Underlying Option").

In consideration of the assignment of the Underlying Option to the Company, the Company has paid Manson $25,000 in cash and issued Manson 100,000 common shares in the capital of the Company ("OPP Shares") concurrently with the closing of the Transaction. The 100,000 OPP Shares issued to Manson are subject to a four month hold period under applicable securities laws, which hold period expires December 13, 2013. In addition, the Company has agreed to assume all of Manson's rights and obligations under the Underlying Option, including required yearly exploration expenditures (totalling up to an aggregate of $400,000 by 2016) and certain cash payments (totalling up to an aggregate of $250,000 by 2016), required to be made to Panarc to keep the Underlying Option in good standing for each year that the Underlying Option remains in effect, other than with respect to certain share issuance and cash payment obligations, which obligations will be retained by Manson. The Company has also agreed to issue a further 100,000 OPP Shares to Manson on or about each of January 23, 2014 and January 23, 2015, provided that the Underlying Option remains in effect on the applicable dates.

If OPP exercises the option to acquire the Property pursuant to the terms and conditions of the Agreement, then for a period of 60 days after such exercise Manson will have a right to earn a 40% interest in the Property (the "Back-in Right") by providing notice of the exercise of such Back-in Right and paying to the Company, in cash, 40% of (i) all cash payments made by the Company, (ii) all exploration expenses incurred by or on behalf of the Company, and (iii) the fair market value on the date of issue of all the OPP Shares issued to Manson.

Private Placement

Concurrently with the closing of the Transaction, the Company has also completed its previously announced non-brokered private placement (the "Financing") of 3,450,000 units (each, a "Unit") at $0.10 per Unit for aggregate gross proceeds of $345,000. Each Unit consists of one OPP Share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder to acquire one additional OPP Share at an exercise price of $0.20 until August 12, 2014. The OPP Shares issued pursuant to the Financing, including OPP Shares issued on the due exercise of Warrants, are subject to a four month hold period under applicable securities laws, which hold period expires December 13, 2013. It is currently anticipated that the proceeds from Financing will be used to execute the Company's Phase One exploration program and for other general corporate purposes.

Further information concerning the Phase One exploration program can be found in the Company's Filing Statement dated July 30, 2013 filed under the Company's profile on the SEDAR website at www.sedar.com.

Directors and Officers of the North Sur Resources Inc.

The Board of North Sur Resources Inc. consists of Douglas Porter, Cornell McDowell, Steven Pearson and Tom Lester. Officers of the Corporation consist of Cornell McDowell - President and Chief Executive Officer and Douglas Porter - Chief Financial Officer and Corporate Secretary.

Biographies of all officers and directors of the Company can be found in the Company's Filing Statement dated July 30, 2013 and filed under the Company's profile on the SEDAR website at www.sedar.com.

Additional Information

Further information concerning the Company, its directors and officers, the Transaction and the Property can be found under the Company's profile on the SEDAR website at www.sedar.com.

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

This news release contains forward-looking statements. More particularly, this press release contains statements concerning the proposed use of proceeds from the Financing and the future development of the Property. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the 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 press release.

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