Fuller to Acquire AXMIN Sierra Leone Assets
03 Mars 2011 - 8:45PM
Marketwired
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.
Contacts: Fuller Capital Corp. Colin Watt (604) 684-0561 (604)
602-9311 (FAX)
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