Petro-Occidente Capital Corp.

April 30, 2013 18:15 ET

Petro-Occidente Capital Corp. Announces NI 43-101 Report and Non-Brokered Private Placement

CALGARY, ALBERTA--(Marketwired - April 30, 2013) - Petro-Occidente Capital Corp. ("OPP" or the "Company") (TSX VENTURE:OPP.P) is pleased to announce the completion and filing of a technical report prepared in accordance with National Instrument 43-101 (the "Technical Report") for the Uptown Gold Project located in the Northwest Territories Mining District of the Northwest Territories, approximately three kilometres north of the city of Yellowknife (the "Property" or "Uptown") as well as provide an update on its non-brokered private placement.

Technical Report

The Technical Report is dated effective April 10, 2013 and entitled "Technical Report Uptown Gold Property - Northwest Territories, Canada". The Company commissioned Aurora Geosciences Ltd. ("Aurora") to prepare the Technical Report and the Technical Report was authored by Robin Wyllie B.Sc. (Honours), P. Geol., an employee of Aurora. Mr. Wyllie is a "qualified person" as defined in NI 43-101 and is independent of OPP.

As previously announced on March 12, 2013, OPP is proposing to acquire Uptown as its Qualifying Transaction pursuant to a letter agreement dated March 7, 2013 among Panarc Resources Ltd. ("Panarc"), Manson Creek Resources Ltd. ("Manson") and the Company (the "Agreement").

Work to date on the Property has outlined a large, multi-square kilometre gold and silver mineralized system. Geological mapping and sampling programs completed in 2012 were successful in delineating particular structural features, alteration assemblages and variable precious metal grades consistent with a granitoid-hosted lode gold deposit type ("GHLG"). GHLG deposits have received increased attention recently and there is a growing awareness that they constitute a distinct deposit class with analogues in Canada, Africa and Australia.

A property-wide system of sub-vertical, generally north-south striking shear zones provided a conduit for mineral bearing fluids to exploit. The laterally extensive shears have produced significant brittle micro-fracturing that were subjected to subsequent alteration. The wide-spread and generally pervasive alteration halos that envelope the shears suggest a large scale system may have been responsible for the mineralization on the Property. Hematite is pervasive with specularite in evidence at many locations. Secondary biotite is present in varying abundances and is generally observed to be altered to chlorite in many locations, particularly along micro-fractures. Sericite is also present in varying amounts with sulphides generally present but in low abundances. Increased understanding of the alteration assemblages will facilitate the determination of additional prospective zones.

Surface sampling during the 2012 Manson field program has returned elevated precious metal values in chip and grab samples sourced from various zones across the Property. Elevated gold values are often accompanied by a significant silver component, a fact not recognized in the historical work that will be important in adding value to the project. The Fox South zone returned average gold grades of 3.06 g/t and 1.52 g/t silver from 9 samples (sampling consisted of grab samples as well as hand chiseled continuous chip samples). Within the J zone, a 2.1m chip sample returned 7.99 g/t gold with 35.56 g/t silver while several grab samples registered between 3 and 15 g/t gold and 3 and 9 g/t silver. 15 grab samples from the Rod zone reported an average grade of 22.79 g/t gold with four of the samples returning silver grades in excess of 100 g/t. The remaining 11 samples from Rod averaged 10.21 g/t silver. Several of the zones remain open along strike and will be the focus of future work.

Recommended work for the 2013 field season will add to the current knowledge base through additional structural and geological mapping, detailed channel sampling and the use of a prospector drill to prioritize zones for proposed future diamond drilling. Additionally, a geophysical survey and some petrographic studies may be undertaken but have not been included in the proposed budget. The aim of Phase One exploration in 2013 will be to identify high priority areas within the large scale mineralized plumbing system present on the Property. The estimated budget for OPP's Phase One exploration program is $203,610.

The successful identification and mapping of surficial structures that are or may be related to subsurface mineralized fluid flow and the identification of alteration zonation related to them will assist in the planning and implementation of Phase Two. The Phase Two program would entail at least 2,000 meters of NQ sized diamond drilling. It would be designed to test the high priority targets at depth. Particular attention will be paid to the Fox South Zone as it is located only 700 meters from the contact with the Yellowknife Greenstone Belt, which hosts considerable historic mine production. The Company's decision to proceed with the Phase Two program will depend, in part, upon the results of the Phase One program.

All surface rock samples and drill core samples were analyzed by Acme Analytical Laboratories Ltd. ("Acme"), of Vancouver, BC, with sample preparation carried out at Acme's preparation lab in Yellowknife, NT. Acme is an independent company not related to the Company or Manson. Acme has implemented a quality system compliant with the International Standards Organization ("ISO") 9001 Model for Quality Assurance and ISO/IEC 17025 General Requirements for the Competence of Testing and Calibration Laboratories. On November 13, 1996, Acme became the first commercial geochemical analysis and assaying lab in North America to be registered under ISO 9001. The laboratory has maintained its registration in good standing since then. Acme expanded the scope of its registration to include the Yellowknife preparation facility in April 2010. In October 2011 the Vancouver laboratory received formal approval of its ISO/IEC 17025:2005 accreditations from the Standards Council of Canada. Acme has for many years regularly participated in the CANMET and Geostats round-robin proficiency tests. Acme is recognized as a participant in the CALA Proficiency Testing Program and is registered by the BC Ministry of Water Land and Air Protection under the Environmental Data Quality Assurance Regulation.

Private Placement

With completion of the Technical Report, OPP proposes to raise up to $500,000 by way of non-brokered private placement (the "Financing") in connection with the Qualifying Transaction. It is currently anticipated that the Financing will consist of the issuance of up to 5,000,000 units of the Company (the "Units") at a price of $0.10 per Unit. Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire an additional Common Share for a period of twelve months from the closing of the Financing at a price of $0.20 per share. It is currently anticipated that the proceeds from Financing will be used by the Company to execute on the recommended Phase One exploration program and for other general corporate purposes. Closing of the Financing is conditional on closing of the Qualifying Transaction.

In accordance with the policies of the TSX Venture Exchange (the "Exchange"), the Company may pay finder's fees of up to 7% of subscription amounts placed, payable in cash, plus issue finder's warrants in an amount up to 7% of Units sold, with each finder's warrant exercisable into one Common Share at a price of $0.20 per share for a period of twelve months following closing of the Financing. In addition, insiders of the Company may subscribe under the Financing in accordance with Exchange policies.

The Company currently proposes to complete the Qualifying Transaction and the Financing on or about May 24, 2013. Closing and final acceptance of the Qualifying Transaction and the Financing are subject to the satisfaction of certain conditions, including, without limitation, the approval of the Exchange and any other applicable regulatory bodies, the completion of legal and technical due diligence satisfactory to the Company, the receipt of a satisfactory Technical Report and the receipt of all requisite director and shareholder approvals by each of OPP, Manson and Panarc. The Agreement also includes termination fees payable under certain circumstances, non-solicitation provisions and other provisions customary for transactions of this nature.

Additional Information

To date, OPP has been a Capital Pool Company (as defined in Exchange Policy 2.4) and its sole business has been identifying and evaluating potential Qualifying Transactions. Upon completion of the Qualifying Transaction, and subject to Exchange approval, the Company will be designated as a Tier 2 mining issuer on the Exchange and will be engaged in the exploration and development of prospective mineral properties, including at Uptown.

The summaries of the Technical Report and the terms and conditions of the Agreement contained in this news release are qualified in their entirety by the full text of the Technical Report and the Agreement, copies of which have been filed on the SEDAR website at in accordance with applicable securities laws.

Robin Wyllie, B.Sc. (Honours), P. Geol., is the qualified person that has reviewed and approved this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the 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 press release contains forward-looking information. More particularly, this press release contains statements concerning the prospective Qualifying Transaction of the Company, including, without limitation, the Financing and the future development of the Property. The information about the Property contained in the press release has not been independently verified by the Company. 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 this forward-looking information 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 information involves 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 information. The terms and conditions of the prospective Qualifying Transaction may change based on the Company's due diligence on Manson, Panarc and the Property, the success of the Financing, regulatory and third party comments, consents and approvals and the ability to meet the conditions of the Qualifying Transaction in the required timeframes. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, shareholder approval. Where applicable, the transaction cannot close until the required approvals are obtained. There can be no assurance that OPP's Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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 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 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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