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Petro-Occidente Capital Corp. Announces Qualifying Transaction: Acquisition of the Uptown Gold Project, Northwest Territories, Canada

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UPTOWN GOLD PROJECT, NORTHWEST TERRITORIES -- (Marketwire) -- 03/12/13 -- Petro-Occidente Capital Corp. ("OPP" or the "Company") (TSX VENTURE: OPP.P) is pleased to announce that on March 7, 2013 it entered into a letter agreement (the "Agreement") for the arm's length acquisition (the "Acquisition") of 100% of Manson Creek Resources Ltd.'s ("Manson") (TSX VENTURE: MCK) interest in an option to acquire a mining property located in the Northwest Territories (the "Property" or "Uptown"). Panarc Resources Ltd. ("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").

The Property is situated in the South MacKenzie District of the Northwest Territories. It is located approximately three kilometres north of the city of Yellowknife and is accessible by foot or snow machine from the road, or by helicopter originating in Yellowknife. The Property consists of seven mineral claims, totaling 8,368.5 acres or 3386.6 hectares. To date, Manson has conducted three exploration work programs on the Property including, sampling and winkie drilling.

If completed, and subject to receipt of approval from the TSX Venture Exchange Inc. (the "Exchange"), the Acquisition is anticipated to constitute the Company's "Qualifying Transaction" as defined in Exchange Policy 2.4. Each of OPP, Panarc and Manson are dealing at arm's length to one another and therefore the Acquisition will not be a Non-Arm's Length Qualifying Transaction (as defined in Exchange Policy 2.4). OPP does not anticipate the Acquisition will require the approval of its shareholders.

"The acquisition of the Uptown Gold Project is a significant milestone in the development of OPP. The Manson team has done a great job with the initial exploration at Uptown and we look forward to building on that success through continued exploration", said Douglas Porter, President, CEO, CFO and a Director of OPP.

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 Company has engaged Aurora Geosciences Ltd. to prepare a National Instrument 43-101 compliant technical report on the Property (the "Technical Report") and will disclose further technical information concerning the Property in a subsequent news release.

Aggregate Consideration for the Acquisition

In consideration of the assignment of the Underlying Option to the Company, the Company has agreed to pay Manson $25,000 in cash and issue Manson 100,000 common shares in the capital of the Company ("OPP Shares") concurrently with the closing of the Acquisition. 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 28, 2014 and January 28, 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.

Proposed Private Placement

In order to offset costs associated with (i) conducting Phase One of a recommended work program on the Property, (ii) the Acquisition, (iii) the investigation of additional corporate opportunities and (iv) general and administrative expenses and for general working capital of the Resulting Issuer, the Company currently intends to complete a financing (the "Financing"). It is currently anticipated that the Financing will be undertaken by way of a non-brokered private placement of OPP securities. The aggregate size of the Financing, including the price at which OPP securities may be offered, will be determined by the Company in the context of the market and in accordance with the policies of the Exchange. The Company may pay finder's fees and/or commissions to eligible parties in connection with the Financing and in accordance with Exchange policies and securities laws. In addition, insiders of the Company may subscribe under the Financing in accordance with Exchange policies.

Resulting Issuer's Capital Structure

OPP currently has 10,500,000 OPP Shares issued and outstanding, 7,150,000 of which are free trading with the remainder being held in escrow pursuant to the policies of the Exchange. An additional 1,300,000 OPP Shares are reserved for issuance on the exercise of incentive stock options and broker warrants issued in connection with the Company's initial public offering. The 100,000 OPP Shares issuable to Manson on closing of the Acquisition, and subsequent to closing in accordance with the terms of the Agreement, and the securities issued under the Financing may be subject to escrow requirements and hold periods as required by applicable securities laws and the policies of the Exchange. The directors of the Resulting Issuer may also decide to grant incentive stock options to its directors and officers in connection with the closing of the Qualifying Transaction as further described herein.

Directors, Officers and other Insiders of the Resulting Issuer

Upon completion of the Acquisition, it is currently anticipated that the board and management of the Resulting Issuer will consist of the persons identified below:

Cornell McDowell (President, Chief Executive Officer and a Director)

Cornell McDowell is a professional geologist currently self-employed as a geological consultant with Gold Reach Resources Ltd. (TSX VENTURE: GRV), an exploration company active in British Columbia. Mr. McDowell has previously worked as a self-employed geological consultant with both publicly listed and privately held mining corporations, including Tyler Resources Inc. a public exploration company active in Mexico that was purchased by Jinchuan Group Co. Ltd. of China, Guatavita Gold Corporation ("Guatavita"), a private exploration company active in Colombia and Manson. Mr. McDowell graduated from the University of Alberta with a Bachelor of Science specializing in geology and obtained his Professional Geologist designation with APEGA in 2011 and with APEGBC in 2012.

Douglas Porter (Chief Financial Officer and a Director)

Mr. Porter is the principal of Porter Valuations Inc., a privately held specialty business valuation firm providing valuation and financial consulting services to a broad spectrum of private and public companies throughout Western Canada since 1997. He is Chief Financial Officer ("CFO") and director of Guatavita. Mr Porter is also CFO and a director of Altitude Resources Ltd. (TSX VENTURE: ALI), a coal exploration company focused on western Canada. Mr. Porter has over 20 years experience in accounting, business valuation and financial consulting. He has a Bachelor of Commerce degree from the University of Calgary (1990). He is a Chartered Accountant and Chartered Business Valuator. He is also a director and is the audit committee chairman of Manson and Forent Energy Ltd. ("Forent") (TSX VENTURE: FEN) and a director of Momentus Energy Corp.

In addition to being a director and officer of OPP, Mr. Porter is a director and officer (Interim CFO) of Manson, a party to the Agreement. In accordance with the Business Corporations Act (Alberta), Mr. Porter abstained from voting on the resolution passed by OPP's board of directors approving the Agreement.

Steven Pearson (Director)

Steven Pearson is a partner in the Calgary office of the law firm Borden Ladner Gervais LLP. Mr. Pearson was admitted to the British Columbia Bar in 1999 and the Alberta Bar in 2000. He is a graduate of the University of Alberta Law School with a Bachelor of Laws in 1998. Mr. Pearson's practice is focused primarily in the areas of corporate, commercial and securities law for private and public companies where he has acted as counsel involving debt and equity financings (to both issuers and underwriters), mergers and acquisitions, corporate reorganizations, corporate governance, stock exchange listing matters and regulatory compliance.

Tom Lester (Director)

Mr. Lester graduated from the University of Western Ontario with a BA in Geography and Economics in 1973 and an MBA in 1975. From 1975 to 1985 Mr. Lester worked for the federal department of Energy, Mines and Resources, with roles of increasing responsibility, ultimately managing the Oil Import Compensation Program before accepting an executive interchange assignment with the Independent Petroleum Association of Canada as Manager, Crude Oil Affairs from 1985 to 1987. From 1987 to 1995 Mr. Lester worked for Northridge Petroleum Marketing Inc. as Vice President, Producer Services and NGL Marketing. Since 1995, Mr. Lester has been involved with a variety of business and not-for-profit endeavors, including the founding of two capital pool companies and the recapitalization of Calvalley Petroleum Inc. ("Calvalley") (TSX: CVI.A).

Mr. Lester was a director and provided consulting services to Calvalley from 1998 to 2008 and was a director of Forent from July 2007 to March 2013. In September 2008 Mr. Lester was appointed Forent's CFO and in September 2010 he was also appointed to the position of President & Chief Executive Officer, positions he held until February 2013.

Shareholder Meeting

The Company has scheduled an annual and special meeting of its shareholders on April 5, 2013 (the "Meeting"). At the Meeting, the current directors of the Company will stand for re-election. If re-elected, it is expected that the current directors will remain directors of the Company pending completion of the Qualifying Transaction.

Grant of Additional Stock Options

As part of the Qualifying Transaction, it is currently anticipated that the Resulting Issuer will issue additional incentive stock options (the "Additional Stock Options") to the incoming directors and officers, at an exercise price equal to the price of the securities issued under the Financing or otherwise priced in accordance with the policies of the Exchange. The terms and conditions of the Additional Stock Options will be determined by the board of directors of the Resulting Issuer, but in any event the aggregate number of incentive stock options outstanding following completion of the Qualifying Transaction will not exceed 10% of the issued and outstanding shares of the Resulting Issuer.

Escrow Share Transfer

In order to incentivize incoming directors and officers of the Company and align their interests with the interests of the OPP's shareholders, the current principals of the Company may determine to transfer to such incoming directors and officers a portion of their seed shares, which shares are currently held in escrow. If it is determined to proceed with such a transfer from escrow, such transfer would be completed in accordance with Exchange policies.

Sponsorship of Qualifying Transaction

Sponsorship of a Qualifying Transaction of a Capital Pool Company is required by the Exchange unless exempt therefrom in accordance with the Exchange's policies. Given the nature of the proposed transaction and the location of the Property, OPP intends to apply for an exemption from the sponsorship requirements, but will appoint a sponsor if required by the Exchange to do so.

Trading Halted

In accordance with Exchange policies, OPP requested a voluntary halt of the trading in OPP on March 8, 2013 and the trading in OPP Shares will remain halted until such time as the Exchange determines otherwise, which may not occur until the completion of the Acquisition.

Significant Closing Conditions

Closing and final acceptance of the Acquisition is 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.

Information Concerning Manson

Manson is an Alberta mineral exploration company focused on the acquisition and exploration of early stage gold projects across Canada. Manson is led by a technical team of four professional geologists with extensive project generation and exploration experience in throughout Canada and around the world. Manson is a publicly traded company listed on the Exchange and is controlled by its board of directors. Further information concerning Manson is available on the SEDAR website at www.sedar.com.

Information Concerning Panarc

Panarc is a privately held Yukon corporation engaged in the acquisition, exploration and development of mineral resource properties. Panarc is controlled by its board of directors.

Additional Information

Additional information concerning the Qualifying Transaction, including detailed technical and financial information on the Property and the terms of the proposed Financing will be disclosed in a subsequent news release.

The summary of the terms and conditions of the Agreement contained in this news release is qualified in its entirety by the full text of the Agreement, a copy which shall be filed on the SEDAR website in accordance with applicable securities laws.

All information contained in this news release with respect to Panarc and Manson was provided by Panarc and Manson, respectively.

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 and the Company's shareholder meeting. The information about the Manson, Panarc and 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.



Contacts:
Petro-Occidente Capital Corp.
Douglas Porter
(403) 206-1570
(403) 266-2606 (FAX)
doug@portervaluations.com