FUL.P Emerita Gold Corp

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

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