Pacific Orient Capital Inc.

June 28, 2012 14:54 ET

Pacific Orient Announces Transfer to NEX and Provides Update on Proposed Qualifying Transaction With Focus Gold Corporation

TORONTO, ONTARIO--(Marketwire - June 28, 2012) - Pacific Orient Capital Inc. ("Pacific Orient") (TSX VENTURE:AAQ.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange"), announces that pursuant to its press release dated April 4, 2012, Pacific Orient has received approval from the Exchange to transfer to the NEX board of the Exchange effective the opening of market on July 3, 2012. The common shares of Pacific Orient (the "POC Shares") continue to be suspended, pending completion of its proposed transaction (the "Qualifying Transaction") with Focus Gold Corporation ("Focus Gold"), previously announced on February 29, 2012 and March 29, 2012. As part of the transfer to the NEX, 500,000 POC Shares that were issued to Non-Arms Length Parties (as such term is defined by the Exchange) of Pacific Orient (subsequently transferred to the current management of Pacific Orient) at a price below the initial public offering price of the POC Shares were cancelled. It is expected that upon completion of the Qualifying Transaction, the POC Shares will commence trading on the Exchange again.

Update on the Qualifying Transaction

Pacific Orient and Focus Gold remain committed to completing the Qualifying Transaction as soon as practicable and are diligently working on fulfilling all necessary requirements and conditions to the completion of the Qualifying Transaction, including, without limitation, completing the previously announced offering of subscription receipts and obtaining Exchange conditional approval.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Pacific Orient believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Pacific Orient disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

Neither 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 release.

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