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Enter Symbol
or Name
USA
CA



Fura Gems Inc
Symbol FURA
Shares Issued 243,279,893
Close 2020-02-11 C$ 0.135
Market Cap C$ 32,842,786
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Fura Gems amends terms of New Energy ruby deal

2020-02-11 07:52 ET - News Release

Mr. Dev Shetty reports

FURA PROVIDES UPDATE ON RUBY TRANSACTION IN MOZAMBIQUE

Fura Gems Inc. has entered into a revised and restated merger of ruby assets agreement (the revised MRAA) with New Energy Minerals Ltd., Montepuez Minerals Pty. Ltd., Montepuez Minerals Ltd. and New Energy Minerals LDA. Pursuant to the revised MRAA, the new terms for completion of the transaction are as follows:

  • Consideration for the acquisition of the New Energy assets (defined below) has been reduced from $2.8-million (Australian) ($2.48-million (Canadian)) as set out in the initial merger of ruby assets agreement dated July 14, 2018, as amended, most notably by an amending agreement dated Nov. 27, 2018) to a cash payment of $1.4-million (Australian) ($1.24-million (Canadian));
  • Fura is no longer required to issue any of its common shares as a part of the transaction.

In addition, pursuant to the revised MRAA, the $2.8-million (Australian) ($2.48-million (Canadian)) loan agreement between Fura and New Energy, previously disclosed in the company's press release dated Nov. 29, 2018, is formally terminated, noting that no drawdown by New Energy under the loan agreement was possible due to the non-satisfaction of the conditions precedent set out in the loan agreement. Fura has also agreed that it will pay, on behalf of New Energy, all capital gains taxes levied by the Mozambique government in connection with the sale of the New Energy assets.

The reduced consideration was negotiated in exchange for Fura agreeing to an accelerated closing and to assist the vendors in the closing process with the Ministry of Mineral Resources and Energy of Mozambique, the Ministry of Finance and the National Institute of Mines. The company notes that the binding tax opinion issued by the Mozambique Ministry of Finance, which is required for the transfer of the New Energy assets to Fura, has now been obtained.

The revised MRAA contemplates the purchase by Fura of interests in three ruby licences/concessions in Mozambique as follows: (i) a 70-per-cent interest in ruby mining licence 5030L through the acquisition of 70 per cent of the issued and outstanding shares of Rubi Resources SA, (ii) an 80-per-cent interest in ruby mining concession 8921C through the acquisition of 80 per cent of the issued and outstanding shares of Ibra Moz SA; and (iii) a right to earn a 65-per-cent interest in mining concession 8955C under a joint venture agreement. The completion of Fura's acquisition of the New Energy assets is subject to the satisfaction of customary conditions precedent, including, inter alia, ministry authorizations, consents from joint venture minority partners and the provision of applicable legal opinions concerning the title to the New Energy assets. The transaction remains subject to the approval of the TSX Venture Exchange.

About Fura Gems Inc.

Fura Gems is a gemstone mining and marketing company which is engaged in the mining, exploration and acquisition of gemstone licences. Fura's headquarters are located in Toronto, Canada, and its administrative headquarters are located in the Gold Tower, Dubai.

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 involved in the exploration and mining of sapphires in Australia through its 100-per-cent interests in two mining permits (EPM 25973 and EPM 25978) and three mining licences (ML 70419, ML 70447 and ML 70451), and rubies in Mozambique through its 80-per-cent effective interest in four ruby licences (4392L, 3868L, 3869L and 6811L) and its 100-per-cent interest in ruby licence 5572L.

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