Fuller Capital Corp.
TSX VENTURE : FUL.P

March 03, 2011 14:46 ET

Fuller to Acquire AXMIN Sierra Leone Assets

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 3, 2011) - Fuller Capital Corp. (TSX VENTURE:FUL.P) reports that it has signed a letter of intent dated February 28, 2011 with AXMIN Inc. ('AXMIN') (TSX VENTURE:AXM) to complete a business combination that will result in Fuller, directly or indirectly, acquiring from AXMIN, through AXMIN's wholly-owned subsidiary ("MergerCo"), all of AXMIN's mineral property interests in Sierra Leone, including the Matotoka Exploration Licence, and the Nimini Hills East and West Exploration Licences which contain the Komahun Gold Project. It is anticipated that the acquisition (the 'Proposed Transaction') will be made through the issuance, by Fuller to AXMIN, of 30 million common shares and 15 million warrants, exercisable at $0.75 per share for two years.

It is expected that upon completion of the Proposed Transaction AXMIN will distribute a portion of its Fuller common shares to AXMIN shareholders, such that after giving effect to such distribution AXMIN will retain an approximate 40 percent interest in Fuller.

In conjunction with the Proposed Transaction, MergerCo intends to complete a concurrent private placement of units, via a subscription receipt offering, in an amount not less than $5 million, in order to provide Fuller with initial capital to develop the Sierra Leone assets. The units are anticipated to be issued at $0.50 per unit, each unit to be comprised of one common share and one half of one warrant exercisable for two years at $0.75 per common share.

If completed, the Proposed Transaction will constitute Fuller's Qualifying Transaction (as defined in Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual). A comprehensive press release with further particulars relating to the Proposed Transaction will be issued by Fuller in accordance with the policies of the TSX Venture Exchange (the "Exchange") upon execution of a definitive agreement in respect of the Proposed Transaction.

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, the execution of a definitive agreement between AXMIN and Fuller in respect of the Proposed Transaction, completion of satisfactory due diligence, and the receipt of all required regulatory approvals, including the approval of the Exchange. 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 Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

ON BEHALF OF THE BOARD OF FULLER CAPITAL CORP.

David Patterson, CEO

Neither the 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.

Contact Information

  • Fuller Capital Corp.
    Colin Watt
    (604) 684-0561
    (604) 602-9311 (FAX)