Pacific Orient Capital Inc.

April 04, 2012 10:49 ET

Pacific Orient Announces Update on Proposed Qualifying Transaction and Suspension of Trading

TORONTO, ONTARIO--(Marketwire - April 4, 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"), is pleased to announce that it is making progress on preparing the initial submission to the Exchange in connection with its acquisition of 100% of the common shares of Focus Celtic Gold Corporation ("Celtic"), a wholly owned subsidiary of Focus Gold Corporation ("Focus Gold"), previously announced on March 29, 2012. The acquisition will result in a reverse takeover of Pacific Orient by Focus Gold and is intended to constitute Pacific Orient's qualifying transaction ("Qualifying Transaction") under Policy 2.4 of the Exchange.

As a "capital pool company" pursuant to Policy 2.4 of the Exchange, Pacific Orient was required to complete a Qualifying Transaction within 24 months from the date of its listing on the Exchange. Accordingly, effective today the shares of Pacific Orient have been suspended from trading on the Exchange. The Exchange has given Pacific Orient until July 3, 2012 (90 days) to complete a Qualifying Transaction. Pacific Orient and Focus Gold have every reason to believe and are confident they will complete their Qualifying Transaction within that time.

About Focus Celtic Gold Corporation

Celtic is a wholly-owned subsidiary of Focus Gold, which acquires and develops gold mining projects around the world. Through its subsidiaries, Celtic currently holds exploration licenses in Northern Ireland, Republic of Ireland and Scotland. For further information please visit

About Pacific Orient Capital Inc.

Pacific Orient, a capital pool company within the meaning of the policies of the Exchange, was incorporated on October 19, 2009 and was listed on the Exchange on March 25, 2010. Pacific Orient does not have any operations and has no assets other than cash. Pacific Orient's business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction under the policies of the Exchange.

Trading of the common shares of Pacific Orient remains halted in connection with the dissemination of this press release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4. Further details of the proposed transaction, including the consideration to be paid, will follow in future press releases.

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 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.

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. 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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