Fuller Capital Corp.
TSX VENTURE : FUL.P

August 30, 2012 13:19 ET

Fuller Capital Corp. Announces Entry Into Definitive Agreement for Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 30, 2012) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Fuller Capital Corp. (TSX VENTURE:FUL.P) ("Fuller") is pleased to announce that, in furtherance to its press release of April 17, 2012, it has entered into a definitive share exchange agreement dated August 30, 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 "Shareholders") pursuant to which Fuller has agreed to acquire all of the issued and outstanding shares of PrivateCo (the "Transaction"). The Transaction is intended to be Fuller's Qualifying Transaction as that term is defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange") Corporate Finance Manual, and is subject to the approval of the Exchange. Upon completion of the Transaction, Fuller expects that it will be classified as a Tier 2 Mining Issuer under the policies of the Exchange.

Terms of the Transaction

Pursuant to the Agreement, Fuller will purchase all of the issued and outstanding securities of PrivateCo in exchange for the issuance of an aggregate of 12,553,450 common shares in the capital of Fuller (the "Fuller Shares"), on a one for one basis. Upon completion of the Transaction, PrivateCo will be a wholly-owned subsidiary of Fuller.

Conditions of Closing

Completion of the Transaction will be subject to the satisfaction or waiver of certain conditions, including:

  1. receipt by Fuller and PrivateCo, as required, of all regulatory, shareholder and third party approvals, including Exchange approval;
  2. the completion of the Concurrent Financing (as defined herein);
  3. Fuller obtaining a report that is compliant with the terms and provisions of National Instrument 43-101 Standards of Disclosure for Mineral Projects; and
  4. PrivateCo providing to Fuller a 12-month operating budget acceptable to Fuller and the Exchange.

Increase in Private Placement

As previously announced, Fuller intends to complete a concurrent financing (the "Concurrent Financing") in connection with the Transaction. Fuller has determined to increase the size of the Concurrent Financing from $3,500,000, as previously announced, to $3,510,690. In connection with the Concurrent Financing, Fuller will issue 17,553,450 subscription receipts (each, a "Subscription Receipt") at a price of $0.20 per Subscription Receipt. Each Subscription Receipt, for no additional consideration, will automatically be exercised into one Fuller Share upon issuance of the Final Exchange Bulletin. In the event that the Final Exchange Bulletin is not received by October 31, 2012, the proceeds from the sale of the Subscription Receipts will be returned to the subscribers. The Concurrent Financing will be non-brokered, however, Fuller may pay finder's fees in accordance with the rules and policies of the Exchange.

The securities to be issued in connection with the Transaction and the Concurrent Financing 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 (as defined in Regulation S promulgated under 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.

Sponsorship

Fuller intends to apply for an exemption from the sponsorship requirements set out in Exchange Policy 2.2.

Directors, Officers and Insiders

Upon completion of the Transaction, the current directors of Fuller are expected to remain as directors. In addition, Fuller intends to appoint Marilia Bento as a director and Joaquin Merino-Marquez will be appointed as the President. As such, upon completion of the Transaction, the directors and officers of Fuller will consist of:

David Patterson - Chief Executive Officer and Director
Joaquin Merino-Marquez - President
Colin Watt - Chief Financial Officer, Secretary and Director
Salman Jamal - Director
Jeffrey Lightfoot - Director
Marilia Bento - Director

Joaquin Merino-Marquez (P.Geo.) is a professional geologist with 17 years of experience in the mining industry. He was previously Vice President, Exploration for Primero Mining Corp. and before that Vice President Exploration for Apogee Minerals Ltd. From 2003 to 2006, Mr. Merino was the exploration manager for Placer Dome at Porgera Mine and, prior to that, a mine geologist at Hecla Mining's La Camorra mine. Mr. Merino has extensive international experience in South America, Europe and Asia-Pacific regions. Mr. Merino holds a Master degree in Sciences from Queens University (Ontario), and a Bachelor degree in Geology from the University of Seville (Spain). Mr. Merino is a member of the Association of Professional Geoscientists of Ontario.

Marilia Bento has over 20 years of experience in the financial industry and Canadian capital markets, most recently as Managing Director at Macquarie Capital Markets Canada Ltd. in the position of the Head of Equity Capital Markets, Canada. From June 2000 to November 2007, Ms. Bento served on the board of directors of Orion Securities Inc. Ms. Bento is Vice President, Business Development, for Apogee Silver and has been a board member of numerous junior mining companies.

Name Change

In connection with the completion of the Transaction, Fuller intends to change its name to "Emerita Gold Corp.".

About PrivateCo

PrivateCo is incorporated under the laws of Ontario. PrivateCo has carried out certain exploration activities on three gold exploration properties (being Los Vieros, Peña Encina and Las Morras) located in the Extremadura region, Spain (the "Properties"). Each of the Properties is comprised of exploration permits that were issued to a wholly-owned subsidiary of PrivateCo by the Extremadura regulatory authorities. It is intended that the Las Morras Property will be Fuller's Qualifying Property in connection with the Qualifying Transaction.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirement, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the 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 Inc. has in no way passed on the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

ON BEHALF OF THE BOARD

FULLER CAPITAL CORP.

David Patterson, Chief Executive Officer

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.

Forward-Looking Information

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Fuller's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the intention of the parties to complete the Transaction. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Fuller. The material factors and assumptions include the parties to the proposed Transaction being able to obtain the necessary director, shareholder and regulatory approvals; Exchange policies not changing; and completion of satisfactory due diligence. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the Exchange, the failure to obtain the required approval for the Transaction; changes in tax laws, general economic and business conditions; and changes in the regulatory regime. Fuller cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and Fuller is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Contact Information

  • Fuller Capital Corp.
    David Patterson
    Chief Executive Officer
    604.684.6535