Esperanza Resources Corp. (TSX VENTURE:EPZ)(OTCQX:ESPZF) ("Esperanza" or the
"Company") today announced that the Company has entered into a binding letter
agreement (the "Agreement") with Pan American Silver ("Pan American") whereby:




--  Esperanza will acquire a portfolio of advanced stage gold projects
    including the La Bolsa project in Mexico, the Pico Machay project in
    Peru, the Calcatreu project in Argentina and related exploration
    properties from Pan American for consideration of 50,900,000 common
    shares and 10,000,000 warrants of Esperanza (the "Acquisition"); 

--  Pan American will subscribe for 20,600,000 Common Shares of Esperanza at
    a price of $1.70 per Common Share representing a premium of 29% to the
    20-day volume weighted average share price on the TSX Venture Exchange
    and a 48% premium to the closing price on February 22, 2013 (the
    "Offering"); and

--  Esperanza and Pan American have committed to enter into a $15,000,000
    standby convertible credit facility (the "Standby Facility" and,
    collectively with the Acquisition and the Offering, the "Transaction").



Transaction Highlights



--  Creates a multi-asset, financially strong, growth oriented, gold
    development Company fully funded to put its first gold mine into
    production. 

--  Increases Esperanza's consolidated measured and indicated resource base
    to 2.8 million ounces of gold and 28.9 million ounces of silver with
    additional inferred resources of 1.1 million ounces of gold and 8.0
    million ounces of silver.

--  Greater scale and financial strength with approximately $75 million in
    cash and marketable securities and confirmed access to additional
    financing.



Greg Smith, President and CEO of Esperanza, commented "This transaction sets the
stage for the creation of a significant low-cost, multi-asset, precious metals
producer. While the Esperanza gold project remains our flagship asset, the
addition of the permitted and build-ready La Bolsa gold project provides an
additional option for near-term gold production. Additionally, the Pico Machay
and Calcatreu gold projects provide a meaningful pipeline for continued
production growth.


Mr. Smith continued, "We are pleased to welcome Pan American as a significant
and supportive shareholder. Further, we welcome Geoff Burns, President and CEO
of Pan American, Steve Busby, COO of Pan American and Michael Steinmann, EVP
Corporate Development and Geology of Pan American to Esperanza's board of
directors. The technical and strategic expertise they will bring to Esperanza
will be invaluable as we construct our first mine and as we grow our producing
asset base." 


Geoff Burns, President and CEO of Pan American, commented, "We are extremely
pleased to team with Esperanza in creating a significant new gold producer. Our
non-core La Bolsa, Pico Machay and Calcatreu gold projects are an excellent
strategic fit with the low cost Esperanza project. The combined portfolio
clearly has the potential to create a meaningful gold production base, providing
a value creating proposition that Pan American can participate in through our
shareholding in Esperanza. Esperanza will be a well-funded, multi-asset, gold
focused development company with an established market presence and solid
management team."


The Acquisition

Pursuant to the Agreement, the Company will acquire the following advanced stage
gold properties from Pan American; 




--  The La Bolsa gold project in Sonora, Mexico



The La Bolsa gold project is a permitted oxide gold deposit located in northern
Sonora, Mexico. La Bolsa is currently engineered for construction as an 8,500
tonne per day conventional open-pit mine with low cost heap-leach processing
capable of producing over 40,000 ounces of gold per year at robust economics.
The known mineralized deposit at La Bolsa remains open, both down-dip and along
strike with additional prospective targets within the existing claim blocks.




--  The Pico Machay gold project in Huancavelica, Peru



The Pico Machay gold project is an epithermal gold deposit located in the
Department of Huancavelica in southern Peru. Metallurgical testing to date has
confirmed that gold in the oxide and mixed zones is expected to leach readily
and studies to date have indicated the deposit is conducive to the establishment
of a low capital and low cost heap leach operation.




--  The Calcatreu gold project in Rio Negro, Argentina



The Calcatreu gold project is a high-grade epithermal gold and silver deposit
located in the province of Rio Negro in Argentina. A 2007 study on the project
contemplates mining gold and silver bearing ore from open-pit mines and treating
it in a conventional crushing, grinding, and carbon-in-leach process plant. The
project is highly prospective with the primary resource bearing vein system
remaining open down dip and the structure hosting it remaining open along strike
with multiple un-drilled vein targets existing within the overall land package.


The consideration to be paid to Pan American for the Acquisition will be
50,900,000 common shares and 10,000,000 warrants (each a "Warrant") of
Esperanza. Each Warrant will entitle Pan American to purchase an additional
common share of Esperanza at a price of $1.80 for a period commencing on the
date of issuance and expiring on May 24, 2017.


Private Placement Financing

The Company has also arranged a non-brokered private placement financing with
Pan American for 20,600,000 Common Shares at a price of $1.70 per Common Share
representing a premium of 29% to the 20-day volume weighted average share price
on the TSX Venture Exchange and a 48% premium to the closing price on February
22, 2013. Gross proceeds from the Offering will total $35,020,000.


The net proceeds from the sale of the Common Shares will be used primarily to
advance the Company's gold projects and for general working capital purposes.


Standby Convertible Facility

Pursuant to the Agreement, the Company and Pan American have committed to enter
into a $15,000,000 standby convertible credit facility. Upon execution, the
Company will have up to 24 months to draw on the Standby Facility from Pan
American and the Standby Facility itself will have a total term of three years.
Additional terms of the Standby Facility will be determined in the context of
the market in due course.


Additional Transaction Terms

The Agreement will also provide for additional terms of the Transaction which
include:




--  Provided that Pan American's shareholdings of Esperanza are equal to or
    exceed 10% of Esperanza's outstanding common shares, Pan American being
    entitled to two nominees for election to the Board of Directors of
    Esperanza;

--  The granting by Pan American to Esperanza of certain investor rights in
    respect of its shareholdings in Esperanza, including certain rights of
    orderly dispositions of shareholdings; and

--  Esperanza granting to Pan American certain qualification rights in
    respect of Pan American's shareholdings in Esperanza.

--  Pan American shall be entitled to a Right of First Refusal in respect of
    any silver stream, silver royalty or silver based off-take transactions
    contemplated by Esperanza, provided Pan American continues to hold a 10%
    or greater interest in Esperanza. 



Closing of the Transaction

The parties will negotiate and execute subsequent definitive documentation in
respect of the Transaction. The Transaction, including the Offering, is expected
to close during the second quarter of 2013 and is subject to certain conditions
including, but not limited to, the closing of the Acquisition, receipt of all
necessary regulatory approvals, the approval of the shareholders of Esperanza
and the approval of the TSX Venture Exchange.


The Transaction has been endorsed by the board of directors of both Esperanza
and Pan American and will be subject to the approval of the shareholders of
Esperanza at an annual and special shareholder meeting of Esperanza called to
consider the Transaction, among other items.


The board of directors of Esperanza has unanimously determined that the proposed
Transaction is fair and in the best interests of the Company and its
shareholders and will recommend that shareholders vote in favor of the proposed
transaction. Haywood Securities Inc. has provided an independent fairness
opinion to the board of directors of Esperanza to the effect that the
Transaction is fair, from a financial point of view, to Esperanza. Stikeman
Elliott LLP acted as legal counsel to Esperanza.


Change in Management

Esperanza also reports that Laurence Morris has resigned from the role of Chief
Operating Officer of the Company. The Company would like to thank Mr. Morris for
his efforts and wish him well in his future endeavors. The Company is in
discussions with qualified candidates and expects to fill the vacancy shortly.


Conference Call

Esperanza will host an investor conference call set to begin at 11:30 AM Eastern
Standard Time today, February 25, 2013 to discuss the Transaction. The call can
be accessed by dialling 1-866-226-1793 (toll free) or 1-416-340-2218. The call
will be available for replay approximately one hour after the completion of the
conference call by dialling 1-800-408-3053 (toll free) or 1-905-694-9451
(Passcode 3242298) until March 11, 2013.


About Esperanza 

Esperanza is a precious metals exploration and development company focused on
advancing its principal property, the wholly-owned Esperanza gold project
(formerly referred to as the Cerro Jumil gold project) in Morelos State, Mexico.
Information regarding the Company and the Esperanza gold project is available on
the Company's website at www.epzresources.com and under the Company's profile at
SEDAR (www.sedar.com).


William Pincus, M.Sc.,C.P.G. and Chairman of Esperanza is the "Qualified
Person", as that term is defined in National Instrument 43-101 - Standards of
Disclosure for Mineral Projects responsible for the contents of this news
release.


Mineral resources that are not mineral reserves do not have demonstrated
economic viability. For additional information with respect to the assumptions
and parameters to the technical information disclosed herein refer to the
following technical reports: (i) "Preliminary Economic Assessment Update 2011
Cerro Jumil Project, Morelos, Mexico" dated September 2011 and Amended in
January 2012, and "Cerro Jumil Project, 2012 Mineral Resource Estimate" dated
October 26, 2012, both of which can be found under the Company's profile at
www.sedar.com; (ii) "Technical Report La Bolsa Project Pre-Feasibility Study"
dated January 10, 2011, which can be found under the profile of Minefinders
Corporation Ltd. at www.sedar.com; (iii) "Calcatreu Gold Project" dated April 5,
2007, which can be found under the profile of Aquiline Resources Inc. at
www.sedar.com; and (iv) "Independent Technical Report and Resource Estimate Pico
Michay Gold Deposit Huancavelica Province Peru" dated July 14, 2011, which can
be found under the profile of Treasury Metals Incorporated at www.sedar.com. 


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 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 United
States Securities Act of 1933 and applicable state securities laws or an
exemption from such registration is available.


Forward Looking Statements

Certain statements and information contained in this press release constitute
"forward-looking statements" within the meaning of applicable U.S. securities
laws and "forward-looking information" within the meaning of applicable Canadian
securities laws, which we refer to collectively as "forward-looking statements".
The United States Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for certain forward-looking statements. Forward-looking statements
are statements and information regarding possible events, conditions or results
of operations that are based upon assumptions about future economic conditions
and courses of action. All statements and information other than statements of
historical fact may be forward-looking statements. In some cases,
forward-looking statements can be identified by the use of words such as "seek",
"expect", "anticipate", "budget", "plan", "estimate", "continue", "forecast",
"intend", "believe", "predict", "potential", "target", "may", "could", "would",
"might", "will" and similar words or phrases (including negative variations)
suggesting future outcomes or statements regarding an outlook. Forward-looking
statements in this and other press releases include, but are not limited to
statements and information regarding: the transactions (the "Transaction")
contemplated in the binding letter agreement between the Company and Pan
American Silver Corp. ("PAS"), the closing of the Transaction, Company's
exploration and development plans, including anticipated costs and timing
thereof; the Company's plans for growth through exploration activities,
acquisitions or otherwise; the granting of stock options, and expectations
regarding future maintenance and capital expenditures, and working capital
requirements. Such forward-looking statements are based on a number of material
factors and assumptions and involve known and unknown risks, uncertainties and
other factors which may cause actual results, performance or achievements, or
industry results, to differ materially from those anticipated in such
forward-looking information. You are cautioned not to place undue reliance on
forward-looking statements contained in this press release. Some of the known
risks and other factors which could cause actual results to differ materially
from those expressed in the forward-looking statements are described in the
section entitled "Risk Factors" in our Annual Report on Form 20-F filed with the
U.S. Securities and Exchange Commission, which is available at www.sec.gov and
is filed on SEDAR at www.sedar.com. The Company undertakes no obligation to
update or revise any forward-looking statements included in this press release
if these beliefs, estimates and opinions or other circumstances should change,
except as otherwise required by applicable law.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Esperanza Resources Corp.
Simon Venhuizen
Director, Investor Relations
604-336-8194 or Toll Free:  1-866-890-5509
simon@epzresources.com
www.epzresources.com
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