Esperanza Resources Corp. Announces Changes to Board of Directors and Management and Private Placement

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


Esperanza Resources Corp. (TSX VENTURE:EPZ)(PINKSHEETS:ESPZF) ("Esperanza" or
the "Company) is pleased to announce the appointment of Greg Smith as the new
President and Chief Executive Officer and Laurence Morris as the new Chief
Operating Officer of the Company. Both are highly experienced professionals
previously involved with the success of Minefinders Corporation Ltd.
("Minefinders"), including the recent $1.5 billion acquisition of Minefinders by
Pan American Silver Corp. Mr. Smith has also been appointed to the Board of
Directors of Esperanza. The Company is also pleased to announce that Marcel de
Groot and Andrew Swarthout have been appointed to the Company's Board of
Directors to fill the vacancies created by the resignations of Steve Ristorcelli
and George Elliot, who have resigned from the Board of Directors of Esperanza.


The Company wishes to thank Messrs. Ristorcelli and Elliott for their many
contributions to the Company. Messrs. Ristorcelli and Elliott will continue to
act as consultants to the Company and its' Board of Directors. William Pincus
has also resigned as the Company's President and Chief Executive Officer and has
been appointed Chairman of the Board of Directors of Esperanza.


Mr. Smith is the former Vice President, Finance and Chief Financial Officer for
Minefinders Corporation Ltd. Mr. Smith is a Chartered Accountant with a breadth
of experience in the mining industry focused on executive management, finance
and capital markets. In his role at Minefinders Mr. Smith developed key
financial and business strategies to help lead the company from an exploration
company to a respected gold producer. Prior to joining Minefinders Mr. Smith
held management positions with the KPMG mining practice in Vancouver and with
Goldcorp Inc.


Mr. Morris is a geologist and mining engineer with more than 30 years of
experience in the metals and mining business. Mr. Morris has broad international
experience in construction, operating and planning roles ranging from
exploration stage to large scale operating mines in a variety of commodities and
countries. Most recently Mr. Morris held the position of Vice President of
Operations for Minefinders. In this position he oversaw all aspects of
development, mining operations, exploration activities and resource management.
His operational leadership at the Dolores gold mine in Mexico led to significant
improvements in operating efficiencies and production and ultimately to the
acquisition of Minefinders. Prior to joining Minefinders Mr. Morris worked in
mine management for First Quantum Minerals Ltd. in Zambia and Mauritania.


Mr. de Groot is a Chartered Accountant and co-founder and President of Pathway
Capital Ltd., a Vancouver based venture capital company, that has played a
significant role in the development of a number of mining companies including,
Peru Copper Inc. (acquired by Aluminum Corporation of China ("Chinalco") in
2007), Nautilus Minerals Ltd. and CIC Resources Inc. Mr. de Groot is currently
the Chairman of Luna Gold Corp. and a director of Keegan Resources Inc. and
Sandstorm Metals and Energy Ltd. Mr. de Groot is a former director of Underworld
Resources Inc. which was acquired by Kinross Gold Corporation in 2010.


Mr. Swarthout is the Chief Executive Officer of Bear Creek Mining Corporation.
Prior to founding Bear Creek, Mr. Swarthout participated in several deposit
discoveries and reserve expansions in North and South America, many of which are
in now in production. Mr. Swarthout is also experienced in project permitting
and financing, as well as managing several prefeasibility and financial scoping
studies. Previously, Mr. Swarthout was the exploration manager (Mexico) for
Kennecott Copper. Mr. Swarthout is also a director of Sandstorm Gold Ltd. and
Sandstorm Metals & Energy Ltd.


Mr. Pincus said, "This is great step forward for the Company. We have had great
success in finding and advancing our Cerro Jumil project. Greg Smith and
Laurence Morris have the needed experience and skill to meet our fundamental
near-term objective - placing Cerro Jumil into production. I have every
confidence they will do that and seek new ways to create additional shareholder
wealth."


Mr. Smith added, "Laurence Morris and I are excited to be joining Esperanza at
this stage in the Company's growth. Bill Pincus and his team have done an
outstanding job of advancing the Cerro Jumil project to the point where we can
now commence bringing this asset into production. Both Laurence and I see
tremendous value and opportunity at Cerro Jumil and believe this will be a
cornerstone asset in a plan to build a mid-tier, multi-mine precious metal
producer. Further, I would like to thank Bill for his substantial contribution
to the Company to date and express my enthusiasm to be working with him going
forward in his capacity as Chairman of the Board of Directors."


Private Placement

The Company wishes to announce that it has entered into an engagement letter
with Cormark Securities Inc. ("Cormark") on behalf of a syndicate of agents
(collectively the "Agents"). Cormark and National Bank Financial Inc. will act
as co-lead agents. The Agents will act as agents of the Company in relation to a
private placement on a best efforts basis, of up to 8,000,000 special warrants
(the "Special Warrants" and each a "Special Warrant") at a price of C$1.25 per
Special Warrant (the "Issue Price") for approximate gross proceeds of
C$10,000,000 (the "Offering").


Upon the exercise or deemed exercise thereof, each Special Warrant will entitle
the holder thereof to receive one unit (a "Unit") without payment of any
additional consideration. Each Unit will consist of one common share of the
Company (a "Common Share") and one-half of one Common Share purchase warrant of
the Company (a whole warrant a "Warrant"). Each Warrant will entitle the holder
to acquire one Common Share at a price of C$1.80 for a period of five years
following the date of the closing of the Offering, subject to any adjustment, as
described below. The Agents will receive an option (the "Agents' Option"),
exercisable in whole or in part, to arrange for the purchase of up to an
additional 15% of the Special Warrants sold under the Offering at the Issue
Price.


The Special Warrants will be deemed to be exercised on the earlier of: (a) the
date that is four months and a day following the Closing Date, and (b) the third
business day after a receipt is issued for a final prospectus by the securities
regulatory authorities in each of the Provinces of Canada where the Special
Warrants are sold qualifying the securities to be issued upon the exercise of
the Special Warrants (the "Prospectus").


The Company shall use its reasonable best efforts to obtain such receipt for the
Prospectus on or prior to August 7, 2012. If the receipt for the Prospectus has
not been obtained by August 7, 2012, each Special Warrant will become
exercisable, for no additional consideration, for 1.05 Units.


The net proceeds from the sale of the Special Warrants will be used to advance
the Cerro Jumil project in Mexico and for general working capital purposes.


The Offering is expected to close on or about May 24, 2012 (the "Closing Date")
and is subject to certain conditions including, but not limited to, the receipt
of all necessary regulatory approvals, including the approvals of the TSXV.


About Esperanza Resources Corp.

Esperanza is focused on advancing the development of its principal property, the
wholly-owned Cerro Jumil gold project in Morelos State, Mexico.


SAFE HARBOUR: Some statements in this release are forward-looking in nature. The
United States Private Securities Litigation Reform Act of 1995 provides a "safe
harbour" for certain forward-looking statements. Such statements include
statements as to the potential of the Cerro Jumil property, the commencement of
commercial production at Cerro Jumil, the corporate development of Esperanza
Resources Corp., the ability to finance further exploration, permit drilling and
other exploration work, and the availability of drill rigs.


The forward-looking statements involve risks and uncertainties and other factors
that could cause actual results to differ materially, including the closing of
the Offering, the use of proceeds, ability to obtain a receipt for the
prospectus, as well as those relating to exploration and bringing properties
into production. Please refer to a discussion of some of these and other risk
factors in Esperanza Resources Corp.'s Form 20-F filed with the U.S. Securities
and Exchange Commission. The forward-looking statements contained in this
document constitute managements' current estimates as of the date of this
release with respect to the matters covered herein. Esperanza Resources Corp.
expects that these forward-looking statements will change as new information is
received and that actual results will vary, possibly in material ways.
Forward-looking statements are based on the beliefs, expectations and opinions
of management on the date the statements are made, and the company does not
assume any obligation to update forward-looking statements if circumstances or
management's beliefs, expectations or opinions should change. For these reasons,
investors should not place undue reliance on forward-looking statements.


We advise U.S. investors that while such terms are recognized and permitted
under Canadian regulations, the SEC does not recognize them. U.S. investors are
cautioned not to assume that any part or all of the mineral deposits in the
measured and indicated categories will be converted into reserves.


This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States of America. The
securities have not been and will not be registered under the United States
Securities Act of 1933 (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 (as
defined in the U.S. Securities Act) unless registered under the U.S. Securities
Act and applicable state securities laws, or an exemption from such registration
is available.
Esperanza Resources Corp. (TSXV:EPZ)
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