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FUL.P Emerita Gold Corp

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Share Name Share Symbol Market Type
Emerita Gold Corp TSXV:FUL.P TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Fuller Capital Corp. Announces Definitive Agreement, $5 Million Private Placement and Additional Transaction Information for Bus

10/06/2011 2:15pm

Marketwired Canada


FULLER CAPITAL CORP. ("Fuller" or the "Corporation") (TSX VENTURE:FUL.P) is
pleased to announce that further to its previous press release of March 3, 2011
regarding the entering into of the letter of intent dated February 28, 2011 (the
"LOI"), Fuller, 7854811 Canada Inc., a wholly-owned subsidiary of Fuller
("Subco"), AXMIN Inc. ("AXMIN") and Nimini Gold Holdings Corp. ("Nimini"), a
wholly-owned subsidiary of AXMIN, have entered into an amalgamation agreement
dated June 9, 2011 (the "Definitive Agreement"). Pursuant to the Definitive
Agreement, Subco will amalgamate with Nimini to form an amalgamated company
("Amalco") which will become a wholly-owned subsidiary of Fuller (the "Resulting
Issuer") upon the completion of the transaction (the "Amalgamation"). In
connection with the Amalgamation, Fuller, a corporation currently existing under
the laws of the Province of British Columbia will change its name to Nimini Gold
Corp. or such other name as the board of directors may approve and will also
continue under the laws of Canada. Fuller is a capital pool company listed on
the TSX Venture Exchange. The Amalgamation will complete the previously
announced qualifying transaction of Fuller (the "Qualifying Transaction").


Nimini is a holding company that will immediately prior to the date of the
Amalgamation own directly or indirectly AXMIN (SL) Ltd. and Nimini (SL) Ltd.
both currently indirect wholly-owned subsidiaries of AXMIN which hold a 100%
interest in AXMIN's mineral projects in Sierra Leone, including the Komahun
deposit, situated within the Nimini West Exploration Licence, the Nimini East
Licence and the Matotoka Exploration Licence (collectively, the "Project"). The
Project is situated in the central-west Kono region of Sierra Leone,
approximately 330 km east of the capital Freetown.


The principal asset is the Komahun Gold Project ("Komahun") which is located
within the wholly-owned Nimini Hills West Licence. The remaining licences in
Sierra Leone, being Nimini Hills East and Matotoka each are at an early stage of
exploration. Komahun has an Indicated Mineral Resource of 370,000 tonnes grading
9.1 g/t Au (110,000 ounces) and an Inferred Mineral Resource of 3.1 million
tonnes grading 4.3 g/t Au (435,000 ounces).


In December 2010, the exploration license for the Matotoka area was renewed for
a period of two years. The Matotoka Exploration License is held under EXPL 03/08
and is 80.6 sq km. The license is situated in the Tane Chiefdom, Tonkolili
District, Northern Province. The license is valid for 2 years until December
2012 and this permit gives AXMIN SL the right to explore for gold, diamonds,
associated minerals and base metals.


In April 2011, the exploration licences for the Nimini Hills East and Nimini
Hills West were granted for a period of two years to Nimini Mining Limited, a
100% subsidiary of AXMIN Ltd. The Nimini Hills property is held under two
exploration licences, Nimini East Exploration Licence (Number EXPL 33/2011 44
km2), which is valid until March 2013, and Nimini West Exploration Licence
(Number EXPL 34/2011, 56 km2), which is valid until March 2013, and these
permits give AXMIN SL the right to explore for gold, diamonds, associated
minerals and base metals. Both licenses are situated in the Kono District.


Komahun Mineral Resource Statement

The table below details the in situ Mineral Resource estimated at Nimini Hills
by SRK Consulting Engineers and Scientists ("SRK") based on a cut off of 1.8 g/t
Au. This cut off grade results from basic estimates of technical and economic
parameters that may be required for underground mining. A 2m minimum width has
been applied to the model in order to include a certain amount of low grade
where the mineralised structure becomes thin; this reflects a minimum planned
dilution from stopping in these thin areas.


Komahun Mineral Resource Statement, September 2009, restated February 2011(1)



----------------------------------------------------------------------------
                         Indicated Mineral Resource                         
----------------------------------------------------------------------------
                                                                   Contained
                                           Mt       g/t        Kg        ozs
----------------------------------------------------------------------------
greater than 1.8 g/t  Main Zone          0.37       9.1     3,350    110,000
----------------------------------------------------------------------------
greater than 1.8 g/t  Southwest Zone        -         -         -          -
----------------------------------------------------------------------------
greater than 1.8 g/t  Total              0.37       9.1     3,350    110,000
----------------------------------------------------------------------------

----------------------------------------------------------------------------
                          Inferred Mineral Resource                         
----------------------------------------------------------------------------
                                                                   Contained
                                           Mt       g/t        Kg        ozs
----------------------------------------------------------------------------
greater than 1.8 g/t  Main Zone           2.8       4.5    12,800    415,000
----------------------------------------------------------------------------
greater than 1.8 g/t  Southwest Zone      0.3       2.5       750     24,000
----------------------------------------------------------------------------
greater than 1.8 g/t  Total               3.1       4.3    13,550    435,000
----------------------------------------------------------------------------



(1) Figures may be subject to rounding differences.

Scoping Study

A scoping study was undertaken by AXMIN over the period October to December
2008. The scoping study was provided to AXMIN by SRK, and the engineering input
was provided by SENET. Full details of the scoping study can be found in the
SENET report entitled Komahun Gold Project, Sierra Leone - Scoping Study dated
March 2009 and available on SEDAR website www.sedar.com under AXMIN's profile.


The results of the preliminary Scoping Study were announced by AXMIN in March
2009 and are available under AXMIN's profile at www.SEDAR.com. The Scoping Study
used a base case of a 6 year, 350,000 tonne per annum ("tpa") throughput (50,000
ounce per annum production profile), with a gold price of US$750/oz, and
utilising the existing indicated and inferred mineral resources. The Scoping
Study indicates that at a gold price of US$750/oz, the project has a net present
value ("NPV") at a 5% discount rate of US$11 million and at a gold price of
US$900/oz the NPV figure increases substantially to US$48 million. The Scoping
Study's main objective was to facilitate exploration planning, whilst project
sensitivities were completed to provide guidance on the upside potential in the
event of resource expansion from exploration below the current resource level.
Highlights of the study are presented in the table below.




-------------------------------------------------------------              
Base case US$750/oz Au                                                     
-------------------------------------------------------------              
Mine Throughput                                   350,000 tpa              
Mine Life                                             6 years              
Capital Cost                                    US$69 million              
Cash Operating Cost (including royalties)        US$459/oz Au              
Average Annual Gold Production (Life of Mine)      50,000 ozs              
---------------------------------------------------------------------------
                                                          NPV           IRR
                                                (after tax, 5% (after tax &
                                                discount rate)    royalties)
---------------------------------------------------------------------------
US$750/oz Au                                    US$11 million            10%
US$900/oz Au                                    US$48 million            25%
---------------------------------------------------------------------------



The Scoping Study considered an industry standard process plant encompassing
gravity and leach-CIP (carbon-in-pulp) circuits and generates on average 49,700
ounces per annum at a cash operating cost of US$459/oz. The base case capital
cost has been estimated at US$69 million, which includes US$14 million for
underground mining and US$5.3 million for life of mine sustaining capital. At a
5% discount rate and a gold price of US$750, the NPV is US$11 million and the
Internal Rate of Return ("IRR") is 10%. At a 5% discount rate and a gold price
of US$900/oz, the NPV increases to US$48 million and the IRR increases to 25%.


In the event that additional mineable reserves are delineated below the current
resource base the following increases are realised for both US$750/oz gold and
US$900/oz gold.




                                   Post Tax NPV (5%                        
                                    discount rate)              IRR        
Options                          US$750/oz  US$900/oz  US$750/oz  US$900/oz
---------------------------------------------------------------------------
Base Case                          US$11 m    US$48 m         10%        25%
Hypothetical 100,000 oz                                                    
 additional reserves at the                                                
 same grade                        US$35 m    US$80 m         16%        30%
Hypothetical 200,000 oz                                                    
 additional reserves at the                                                
 same grade                        US$56 m   US$120 m         19%        32%



Further upside may also be obtained should a hydro electric scheme currently
being considered at the national level be implemented to serve the region of
Komahun.


Power is from stand alone heavy fuel oil generators at an oil price of
US$80/bbl. The underground mining cut off grade was taken at 3.5 g/t Au,
assuming a US$750/oz gold price, a mineable tonnage of 1.77 million tonnes and
head grade of 5.2 g/t Au. Metallurgical recovery was assumed to be 92% as
determined by preliminary testwork undertaken by AXMIN in 2007.


Work Program 2011

In order to take advantage of the dry season in Sierra Leone, AXMIN has
undertaken a first phase 5,000 metres of a 10,000 metre core drilling program
planned for Komahun. The first 34 holes (5,077 meters), 15 holes have targeted
infill drilling and the eastern strike extension at the Komahun Main Zone, while
19 holes have focus on the newly discovered Western Zone which is thought to be
the faulted extension of the Main Zone. Initial results from infill drilling at
Main Zone delivered good grades and confirmed that the deposit is open to the
east, results include, 6.08 g/t Au over 24.8 metres, and 3.53 g/t Au over 12.5
and 4.39 g/t Au over 13.5 metres. First results in the West Zone, defined by a
500 metre southwest trending gold soil anomaly and trenching, include 17.33 g/t
Au over 2.5 metres. Full results for this phase of drilling are expected
shortly. All intersections lengths reported in this press release are core
length. The highly prospective Sendekor Zone, located southwest of the Main Zone
will be the focus of the second phase of drilling.


Shareholders of Fuller are not required to approve the Amalgamation or the
Definitive Agreement. Shareholders of Fuller have previously approved certain
ancillary matters, including the name change and the continuation at the annual
and special meeting of Shareholders held on April 29, 2011.


The Qualifying Transaction

In connection with the Qualifying Transaction, Nimini will undertake a financing
to raise gross proceeds of at least $5 million through a private placement of
subscription receipts at $0.50, each such subscription receipt automatically
exchangeable, subject to the satisfaction of certain conditions, for one unit
consisting of one (1) common share of the Resulting Issuer (the "Shares") and
one half of one (1/2) warrant to acquire a common share of the Resulting Issuer
for a period of two (2) years for $0.75 per common share (the "Warrants").
Proceeds from the private placement will be deposited with an escrow agent, and
will be released to Nimini upon satisfaction or waiver of all conditions
precedent in the Definitive Agreement to complete the Qualifying Transaction.
The proceeds will be used to fund the repayment of loan payable to AXMIN on
account of expenditures incurred in Sierra Leone (approximately U.S.$1,840,000
outstanding as at May 31, such amount subject to increase until the effective
date of the Amalgamation) and for exploration and development costs on the
Project and general working capital. The private placement of subscription
receipts will be led by Paradigm Capital Inc. and is expected to close on or
around July 7, 2011.


Under the terms of the Definitive Agreement, among other things, at the
effective time of the Amalgamation each Nimini common share (including those
issued pursuant to the private placement) and Nimini warrant (including those
issued pursuant to the private placement) shall become one (1) common share and
one (1) warrant of Fuller, respectively and Amalco (Nimini Gold Holdings Inc.)
will become a wholly-owned subsidiary of Fuller.


In connection with the Qualifying Transaction AXMIN will receive 30 million
Shares and 15 million Warrants, and is anticipated to own approximately 60% of
the shares of the Resulting Issuer on a non-diluted basis (assuming completion
of the $5 million private placement). It is expected that upon completion of the
Qualifying Transaction, and subject to approval of the TSX Venture Exchange,
AXMIN will distribute a portion of the Resulting Issuer Shares to AXMIN
shareholders, such that after giving effect to such distribution AXMIN will
retain an approximate 40% interest in the Resulting Issuer on a non-diluted
basis.


The Qualifying Transaction is an arm's length transaction.

Following completion of the Qualifying Transaction, the following persons are
expected to be Insiders of the Resulting Issuer:


George Roach, Director

Mr. Roach is currently President and Chief Executive Officer of AXMIN. Prior to
this he was the Chief Executive Officer of AfNat Resources Ltd. Mr. Roach was
also Chief Executive Officer and a director of G&B African Resources Ltd. He was
formerly a director and Managing Director, Africa of Uramin Inc. from March 2005
to March 2006. He is also the Chairman and a Director of Ethiopian Potash
Corporation and Director of Ferrum Resources Limited.


Francois Auclair, Director

Mr. Auclair is currently Vice President, Exploration of AXMIN. From November
2008 to May 2009 he was an independent consultant. From March 2007 to November
2008 he was Vice President, Exploration of DiaBras Exploration Inc. and from
November 2004 to December 2006 he was Country Manager, Mauritania and General
Manager at the Tasiast Gold Mine for Rio Narcea Inc.


Mario Caron, Director

Mr. Caron is currently a director of the AXMIN and was President and Chief
Executive Officer of AXMIN from January 2008 until June 2010. He was also
previously, President, CEO and director of Tiberon Minerals Limited and a
director and non-executive Chairman of Orosur Minerals and a director of Andean
American Gold Corp., Vaaldiam Mining Inc. and First Uranium Limited. He is also
a Managing Director of Ferrum Resources Limited.


Yves Grou, Director

Mr. Grou is a chartered accountant who has practical experience in the gold
exploration and development sector. He served as Chief Financial Officer during
the formative years of Semafo Inc. from 1995 to 1999. He also served as a
Director and Chief Financial Officer of Afcan Mining Corporation from 1996
through to the time of its sale in 2005 to Eldorado Gold Corporation.


Mr Grou is a member of the Quebec Institute of Chartered Accountants. After
receiving his Bachelor of Commerce degree from McGill University in 1977, Mr.
Grou worked with Ernst & Young (Montreal) for three years. In 1980, he and
Benoit La Salle co-founded the accounting firm of Grou, La Salle & Associates.
Based in Montreal, the firm offered audit and accounting services, with a strong
emphasis on financial and corporate reorganization and the implementation of
international corporate structures. The firm grew from its two original partners
to a staff of over 50 at the time the firm was sold in 2004 to Raymond Chabot
Grant Thornton.


David de Jongh Weill, Director

Mr. de Jongh Weill is currently a director of AXMIN and has been a director of
Patrimoine International Ltd. (formerly Chiliogon International Ltd.) since
December 2009 and a Partner of Patrimoine Partners LLP (formerly Chiliogon
Partners LLP), a corporate finance advisory and investment management company,
since September 1999.


Colin Watt, Director

Colin Watt holds a Bachelor of Commerce from the University of British Columbia
(1993). He is the President of Squall Capital Corp., a private Vancouver based
company which specializes in financing, restructuring and providing management
services to early stage public companies. Mr. Watt has been a director and/or
officer of a number of public companies listed on the TSX Venture Exchange, TSX
and AIM.


David Patterson, Director

Mr. Patterson holds a Masters of Business Administration from Simon Fraser
University (1991) and a Bachelor of Arts from Simon Fraser University (1977).
For more than 25 years he has been involved in the administration and finance of
exploration companies based in North America. Mr. Patterson has been a director
and/or officer of a number of public companies listed on the Exchange.


The closing of the Qualifying Transaction is expected to occur in July 2011 and
is subject to a number of conditions, including but not limited to, acceptance
and regulatory approval by the TSX Venture 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 filing statement
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 securities of a capital pool company
should be considered highly speculative.


Paradigm Capital Inc., subject to completion of satisfactory due diligence, has
agreed to act as sponsor in connection with the proposed transaction. An
agreement to sponsor should not be construed as any assurance with respect to
the merits of the proposed transaction or the likelihood of completion.


The Definitive Agreement and certain documents will be filed with the applicable
securities regulators and will be available at www.sedar.com.


Qualified Persons

Mineral resources that are not mineral reserves do not have demonstrated
economic viability. The Scoping Study is a preliminary assessment that includes
inferred mineral resources that are considered too speculative geologically to
have the economic considerations applied to them that would enable them to be
categorized as mineral reserves, and there is no certainty that the preliminary
assessment will be realized.


This press release (other than the disclosure under the heading Komahun Mineral
Resource Statement) has been reviewed by Francois Auclair, M.Sc., AXMIN VP
Exploration, Member of the Ordre des Geologues du Quebec and Fellow of the
Geological Association of Canada and a Qualified Person under National
Instrument 43-101 and Mr. Martin Pittuck, MSc, C Eng, MIMMM, Principal Resource
Geologist, with over 10 years experience of estimating gold project resources,
is a Qualified Person under National Instrument 43-101 and is the Qualified
Person who reviewed the disclosure under the heading Komahun Mineral Resource
Statement in this press release.


Notice on forward-looking statements:

This release includes forward-looking statements regarding Fuller, Nimini, AXMIN
and their respective subsidiaries and businesses. Such statements are based on
management's current expectations. The forward-looking events and circumstances
discussed in this release, including completion of the proposed transaction, may
not occur and actual operating results could differ materially as a result of
known and unknown risk factors and uncertainties affecting the companies,
including regarding the insurance industry, economic factors and the equity
markets generally. No forward-looking statement can be guaranteed. Except as
required by applicable securities laws, forward-looking statements speak only as
of the date on which they are made and, except as required by applicable law,
Fuller, Nimini and AXMIN and their respective subsidiaries undertake no
obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events, or otherwise.


Fuller is a capital pool company governed by the policies of the TSX Venture
Exchange. Fuller's principal business is the identification and evaluation of
assets or businesses with a view to completing a Qualifying Transaction.


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