Fuller Capital Corp.

October 16, 2012 20:40 ET

Fuller Provides Update on Proposed Qualifying Transaction; Also Provides Update on Trading Suspension

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 16, 2012) - Fuller Capital Corp. (TSX VENTURE:FUL.P) ("Fuller") provides the following update with respect to a proposed share exchange agreement with 2244182 Ontario Inc. ("PrivateCo"), 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.

In accordance with Policy 2.4, Fuller was required to complete a Qualifying Transaction by October 15, 2012. As Fuller did not complete the Transaction by such date, the Exchange has announced that it will suspend trading in Fuller's common shares (the "Shares") on the Exchange, effective at market open on Wednesday, October 17, 2012. In order to avoid delisting, Fuller must complete the Transaction by January 14, 2013, or obtain the approval of its shareholders for a transfer of the Shares to NEX, in accordance with the policies of the Exchange. Fuller and PrivateCo continue to work towards the closing of the Transaction and expect the Transaction to be completed in the near term.

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.



Colin Watt, Chief Financial Officer

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.

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.
    Colin Watt
    Chief Financial Officer
    604.602.9311 (FAX)