Announces Filing of Filing Statement and Technical Report
FULLER CAPITAL CORP.
ANNOUNCES FILING OF FILING STATEMENT AND TECHNICAL REPORT
VANCOUVER, BRITISH COLUMBIA December 21, 2012 -- Fuller Capital Corp. (TSXV: FUL.V) (the “Company”) is pleased to provide this update regarding its proposed qualifying transaction (the “Qualifying Transaction”). The Company entered into a share exchange agreement dated August 30, 2012, as amended October 31, 2012 (the “Agreement”), with 2244182 Ontario Inc. (“224”), a private company incorporated under the laws of Ontario, Canada, and all of the shareholders of 224 (the “Shareholders”) pursuant to which the Company will acquire all of the issued and outstanding shares of 224 in exchange for the issuance of 12,553,450 common shares (the “Shares”) in the capital of the Company. 224 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 (the “Properties”), each of which is located in the Extremadura region of Spain. The terms of the Agreement were previously disclosed in press release dated August 30, 2012.
The Company has now received conditional acceptance for the Qualifying Transaction from the TSX Venture Exchange (the “Exchange”) and a filing statement (the “Filing Statement”) dated November 30, 2012 regarding the Qualifying Transaction has been filed on SEDAR at www.sedar.com. The Company has also filed on SEDAR a National Instrument 43-101 (“NI 43-101”) compliant technical report with respect to the Las Morras Property, which is expected to be the Company’s Principal Property (as defined in the policies of the Exchange) upon completion of the Transaction, entitled, “Technical Report on the Las Morras Exploration Concession, Extremadura Region, Spain”, written by Alvara Fernández-Baca, B.Sc. (Hons.), P.Geo. and dated October 25, 2012 (the “Technical Report”). Mr. Fernández-Baca is a “qualified person” as defined in NI 43-101 and is independent of the Company, 224 and the Shareholders. Excerpts from the Technical Report are included in the Filing Statement.
Closing of the Qualifying Transaction is subject to certain conditions, including the final acceptance of the Exchange. The closing is expected to take place on or about January 4, 2013 or such other date as may be determined by the Company. Trading in the shares of the Resulting Issuer (as defined in Exchange Policy 1.1) is expected to commence two business days after the closing under the name “Emerita Gold Corp.” under the symbol “EMO”.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release. Neither TSX Venture 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.
ON BEHALF OF THE BOARD FULLER CAPITAL CORP.
Per: “David Patterson”
David Patterson Chief Executive Officer
For further information, please contact:
David Patterson, Chief Executive Officer Phone: 604.684.6535
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.
Disclaimer for Forward-Looking Information
Statements in this press release regarding the Company which are not historical facts are “forward-looking statements” that involve risks and uncertainties, such as the statement that the closing of the Qualifying Transaction is expected to take place on or about January 4, 2013. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties, such as the risk that the closing of the Qualifying Transaction may not occur for any reason. Actual results could differ materially from those currently anticipated in such statements due to factors including, but not limited to, the Exchange failing to grant final acceptance for the Qualifying Transaction for unforeseen reasons. Except as required by law, the Company does not intend to update any changes to such statements.