TORONTO, Feb. 29, 2012 /CNW/ - Pacific Orient Capital Inc. ("Pacific Orient") (TSXV: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 has entered into an agreement (the "Share Exchange Agreement") for the arm's length acquisition of 100% of the common shares of
Focus Celtic Gold Corporation ("Celtic"), a company incorporated under the federal laws of Canada. Pursuant to
the terms of the Share Exchange Agreement and subject to completion of
satisfactory due diligence and receipt of all necessary regulatory and
Exchange approvals, the proposed acquisition of Celtic will qualify as
Pacific Orient's "Qualifying Transaction" as defined by Exchange Policy
About Focus Celtic Gold Corporation
Celtic is a wholly-owned subsidiary of Focus Gold Corporation, 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 www.focusgoldcorp.com.
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
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 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.
SOURCE Pacific Orient Capital Inc.
For further information:
Chief Executive Officer
Focus Gold Corporation
Chief Executive Officer
Pacific Orient Capital Inc.