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Fura Gems Inc
Symbol FURA
Shares Issued 121,294,600
Close 2018-11-28 C$ 0.32
Market Cap C$ 38,814,272
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Fura Gems to loan $2.8M (Australian) to New Energy

2018-11-29 08:19 ET - News Release

Mr. Dev Shetty reports

FURA PROVIDES UPDATE ON RUBY TRANSACTIONS IN MOZAMBIQUE

In connection with its continuing transaction to acquire interests in nine ruby licences/concessions in Mozambique (please see Fura's press release dated July 16, 2018, for further details), Fura Gems Inc. has entered into a loan agreement with New Energy Minerals Ltd. (formerly Mustang Resources Ltd.) pursuant to which Fura will loan New Energy $2.8-million (Australian). Drawdown of the loan by NXE is subject to customary conditions precedent, including NXE solvency, no event of default under the loan agreement, the obtaining of all necessary approvals of the TSX Venture Exchange and Australian Securities Exchange, as applicable, as well as either (i) the statutory demand, served on Oct. 29, 2018, on New Energy by Arena Structured Private Investments (Cayman) LCC in connection with convertible notes issued by New Energy, being withdrawn by Arena, or (ii) Arena agreeing to withdraw the statutory demand.

In connection with the loan, Fura has entered into a merger of ruby assets amending agreement dated Nov. 27, 2018, with its wholly owned subsidiary, Cobadale Ltd., New Energy, Regius Resources Group Ltd. and Montepuez Minerals Mauritius Ltd., pursuant to which such parties have agreed to amend the merger of ruby assets agreement dated July 14, 2018, as amended. Pursuant to the amending agreement, the total purchase price under the agreement for the Mustang assets and Regius assets, as detailed below, is reduced from $15-million (Australian) to $7.8-million (Australian), and the total purchase price for the Mustang assets shall be the amount of the loan.

Pursuant to the amending agreement, the Mustang closing payment constitutes full and final payment by Fura to Mustang under the terms of the agreement for the purchase and sale of interests in three New Energy ruby licences/concessions in Mozambique as follows: (i) 75 per cent of the issued shares of Montepuez which owns a 70-per-cent interest in mining licence 5030L and an 80-per-cent interest in mining concession 8921C; and (ii) a right to earn a 65-per-cent interest in mining concession 8955C under a joint venture agreement. Prior to the entering into of the loan agreement, the consideration payable for the Mustang assets under the agreement amounted to $9,999,999 (Australian) of Fura common shares, to be issued in three equal tranches of $3,333,333 (Australian) each at closing of the acquisition, within 12 months of closing and within 20 months of closing, and at a price per share respectively of 50 Canadian cents, $1.40 (Canadian) and $1.80 (Canadian).

The amending agreement also permits Fura to close separately on the Mustang assets, on the one hand, and on the interests in six licences/concessions held by Regius, on the other hand, as follows: (i) 20 per cent of the issued shares of Montepuez, 80 per cent of the shares in Rio Buzi Resources Ltda. (5980L/9307C), 80 per cent of the shares in RQL Rubies SA (7083L and 7251L) and a right to earn interests in licences 6064L, 6106L and 8188L. In addition, the amending agreement extends the drop dead dates for the Mustang assets to Feb. 28, 2019; provided, however that if any of the conditions or documents to closing that are to be satisfied or delivered by NXE have not been satisfied or delivered by Feb. 28, 2019, then Cobadale shall have the right to extend the New Energy drop dead date by successive one-month periods until such time as such conditions or documents are satisfied or delivered.

Dev Shetty, president and chief executive officer: "We are very pleased to assist New Energy Minerals, one of our counterparties in the several Mozambican ruby acquisition projects that are currently under way, via an $2.8-million (Australian) loan agreement. The drawdown rules of that loan agreement are limited to assisting New Energy in its financing arrangements with Arena and closing of our transaction with New Energy. As a result of this loan, the purchase consideration for the New Energy Mozambican assets has been significantly reduced. As such, this transaction constitutes a major win-win for both Fura and New Energy shareholders."

Fura is also pleased to announce that it has purchased from New Energy additional ruby wash plant capacity to be deployed at Fura's mining licences. The purchase consideration paid by Fura to New Energy for such additional capacity is $489,439.86 (Australian).

Further to the company's press release dated Sept. 17, 2018, the company confirms that it continues to expect to use the net proceeds of the recently closed private placement financing to complete the acquisition, complete the acquisition of mining licence 5572L (please see the company's press release dated July 26, 2018) and for general corporate purposes. The company confirms that should the company not be able to complete the transactions, the net proceeds of the financing will be used by the company for general corporate purposes, develop its current mining assets and for future acquisitions.

About Fura Gems Inc.

Fura is engaged in the exploration of resource properties in Colombia and owns a 76-per-cent interest in the Coscuez emerald mine in Boyaca, Colombia. Fura is also involved in the exploration and mining of rubies in Mozambique through its 80-per-cent effective interest in the four ruby mining licences (4392L, 3868L, 3869L and 6811L).

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