Emerita Gold Corp.



January 08, 2013 20:04 ET

Emerita Gold Corp. (Formerly Fuller Capital Corp.) Announces Completion of Qualifying Transaction and Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 8, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Emerita Gold Corp. (formerly Fuller Capital Corp.) (the "Company") is pleased to announce that it has completed its Qualifying Transaction (as defined in the policies of the TSX Venture Exchange (the "Exchange"), as previously announced in press releases of April 17, 2012 and August 30, 2012, and as more particularly described in its filing statement dated November 30, 2012 (the "Filing Statement"), which is available on SEDAR at www.sedar.com. As a result of the completion of the Qualifying Transaction, the Company has ceased to be a Capital Pool Company (as defined in the policies of the Exchange). The Company will commence trading as a Tier 2 Mining Issuer on the Exchange at the opening of the market on Friday, January 11, 2013. The new trading symbol of the Company will be "EMO".

The Company completed the Qualifying Transaction through the closing of a share exchange agreement dated August 30, 2012, as amended October 31, 2012 (the "Agreement"), with 2244182 Ontario Inc. ("PrivateCo"), a private company incorporated under the laws of Ontario, Canada, and all of the shareholders of PrivateCo (the "PrivateCo Shareholders"). Under the terms of the Agreement, the Company acquired all of the issued and outstanding shares of PrivateCo from the PrivateCo Shareholders in exchange for the issuance of an aggregate of 12,553,450 common shares in the capital of the Company (each, a "Share").

PrivateCo holds all of the issued and outstanding shares of Lorica Gold S.L. Unipersonal, a Spanish company, which holds exploration permits with respect to the Las Morras Property, the Los Vieros Property and the Peña Encina Property, each of which is located in the Extremadura region of Spain. The Las Morras Property is the Company's Qualifying Property.

The Concurrent Financing

In connection with the Qualifying Transaction, the Company completed a non-brokered private placement financing (the "Financing") of an aggregate of 17,647,500 subscription receipts (each, a "Subscription Receipt") at a price of $0.17 per Subscription Receipt for total gross proceeds of $3,000,075. The Financing closed in two tranches on November 15, 2012 and November 22, 2012, respectively. Upon issuance of the Final Exchange Bulletin, each Subscription Receipt will automatically be exercised into one Share, for no additional consideration.

The Company paid an aggregate of $14,123 and issued an aggregate of 78,073 finders' warrants, each of which is exercisable into one Share at a price of $0.20 per Share until one year from the dates of closing of the respective tranches, to certain finders in connection with the completion of the Financing.

Directors and Officers

In connection with the closing of the Qualifying Transaction, certain directors and officers of the Company resigned and were appointed, such that the directors and officers of the Company are now as follows:

Joaquin Merino-Marquez - President, CEO and Director
David Patterson - Director
Colin Watt - Director
David Gower - Director
Marilia Bento - Director
Greg Duras - Chief Financial Officer
Josh Van Deurzen - Corporate Secretary

For further biographical information about the foregoing persons, see the Filing Statement.

Stock Options

The Company has also granted an aggregate of 3,000,000 incentive stock options to directors, officers and consultants of the Company. Each of these options is exercisable into one Share for a period of three years at a price of $0.20 per Share. The option grants are subject to the approval of the Exchange. For further details of these option grants, see the Filing Statement.

Sponsorship

Pursuant to a sponsorship agreement (the "Sponsorship Agreement") dated January 3, 2013, the Company engaged Leede Financial Markets Inc. ("Leede") to act as sponsor in connection with the Qualifying Transaction. The Company paid a total of $46,141 to Leede for its sponsorship fee and applicable expenses, and issued Leede 200,000 warrants (the "Sponsor Warrants"), each of which is exercisable into one Share at a price of $0.20 per Share for a period of twenty-four months from the completion of the Qualifying Transaction.

Escrow Shares

The Filing Statement disclosed that 11,370,000 Shares would be deposited into escrow upon closing of the Qualifying Transaction. With the consent of the Exchange, this number has been reduced by 605,294, representing securities acquired by Marilia Bento, Greg Duras and David Gower in the Financing, such that a total of 10,764,706 Shares were deposited into escrow at Closing.

Hold Periods

The Subscription Receipts and the finders' warrants issued in connection with the Financing, the Shares that were issued to the PrivateCo Shareholders in connection with the Transaction, and the Sponsor Warrants are all subject to four month and one day hold period under applicable Canadian securities laws. The hold period for the Subscription Receipts commenced at the respective dates of closing of the Financing. None of such securities have been or will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

About the Company

As a result of the completion of the Qualifying Transaction, the Company will now be a natural resource company engaged in the acquisition, exploration and development of mineral properties, with its primary focus on the Las Morras Property.

ON BEHALF OF THE BOARD

EMERITA GOLD CORP.

David Patterson, Director

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Emerita Gold Corp.
    David Patterson
    Director
    604.683.0564
    604.602.9311 (FAX)