OCN Oceanus Resources Corp

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

Trading Symbol:  TSX-V: OCN
Shares Issued:  15,825,000

HALIFAX, Jan. 24, 2013 /CNW/ - As previously announced Oceanus Resources Corporation (TSXV: OCN) ("Oceanus" or the "Company") has signed a binding letter of intent ("LOI") to acquire all of the issued and outstanding securities of  Lunar Gold Holdings Incorporated ("LGH"), a Canadian company, by way of security exchange. LGH and LGH's wholly owned Canadian subsidiary, LGHI Holdings Incorporated ("LGHI"), together own 100% of Minera Pueblo de ORO SA DE CV, a Mexican company, ("MPO"). MPO is a party to agreements to earn a 100-per-cent interest in twelve (12) Mexican mining concession titles, collectively known as the La Lajita property (the "Claims") covering approximately 3,218 hectares in Durango, Mexico (the "MPO Agreements").

The transaction is subject to TSX Venture Exchange (the "Exchange") and other regulatory approvals. As well, closing is subject to a geological report compliant with National Instrument 43-101 being approved by the Exchange and other customary approvals for transactions of this type.

Mercator Geological Services Limited has prepared a geological report compliant with National Instrument 43-101 on the Claims (the "Technical Report").  Oceanus has submitted the Technical Report to the Exchange for review.

Private Placement

As previously announced, Oceanus intends to complete a private placement offering (the "Offering") at a price of $0.26 per common share.  The Company may pay a Finder's Fee of 6% cash and 6% Finder's Warrants in accordance with Exchange Policy 5.1.

The securities issued pursuant to the Offering will be subject to a hold period expiring four months and one day after the closing of the Offering in accordance with applicable securities laws and, if required, the policies of the Exchange.  The current officers and directors of Oceanus may subscribe under the Offering.

Trading of Oceanus's stock has been halted and will remain halted, pursuant to Exchange Policy 5.3.  The acquisition and Offering are expected to close on or before February 28, 2013.

David R. Duncan, P. Geo., who is a Qualified Person as defined under National Instrument 43-101, has reviewed and approved the information contained in this press release.

CAUTIONARY STATEMENT:

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.

This News Release includes certain "forward-looking statements".  All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, and future plans and objectives of Oceanus, are forward-looking statements that involve various risks and uncertainties.  There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.  Important factors that could cause actual results to differ materially from Oceanus's expectations are exploration risks detailed herein and from time to time in the filings made by Oceanus with securities regulators.

SOURCE OCEANUS RESOURCES CORPORATION