VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 30, 2012) - Fuller Capital Corp. (TSX VENTURE:FUL.P) (the "Company") today announces that it has revised the terms of the private placement financing (the "Financing") that it previously announced on April 17, 2012 and August 30, 2012. The revised terms of the financing provide for the issuance of a minimum of 17,647,059 subscription receipts (each, a "Subscription Receipt") at a price of $0.17 per Subscription Receipt for minimum gross proceeds of $3,000,000. Each of the Subscription Receipts will automatically be exercised into one common share of the Company for no additional consideration upon issuance of the Final Exchange Bulletin (as defined in the policies of the TSX Venture Exchange (the "Exchange") with respect to the Company's proposed acquisition of 2244182 Ontario Inc., which is intended to constitute the Company's Qualifying Transaction (as defined in the policies of the Exchange) (the "Transaction"). The Company has also determined to extend the deadline for the receipt of the Final Exchange Bulletin and the conversion of the Subscription Receipts to January 14, 2013. In the event that the Final Exchange Bulletin has not been received by such date, the proceeds from the sale of the Subscription Receipts will be returned to the subscribers. The Company expects to close the Financing on or about November 9, 2012.
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 Exchange 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
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 the Company'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 Financing and 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 the Company. 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. The Company 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 the Company 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.