Pacific Orient Announces Proposed Qualifying Transaction with Focus Celtic Gold Corporation

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 2.4.

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 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 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:

Grant White
Chief Executive Officer
Focus Gold Corporation
Email: grant@focusgoldcorp.com 

Martin Bernholtz
Chief Executive Officer
Pacific Orient Capital Inc.
Email: mbernholtz@kerbel.ca

Profil de l'entreprise

Pacific Orient Capital Inc.

Renseignements sur cet organisme


FORFAITS PERSONNALISÉS

Jetez un coup d’œil sur nos forfaits personnalisés ou créez le vôtre selon vos besoins de communication particuliers.

Commencez dès aujourd'hui .

ADHÉSION À CNW

Remplissez un formulaire d'adhésion à CNW ou communiquez avec nous au 1-877-269-7890.

RENSEIGNEZ-VOUS SUR LES SERVICES DE CNW

Demandez plus d'informations sur les produits et services de CNW ou communiquez avec nous au 1‑877-269-7890.