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

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 www.sedar.com 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Petro-Occidente Capital Corp.
Douglas Porter
[phone]
[phone] (FAX)
[e-mail]