Change in takeover acquisition lowers cash payment by substituting company shares.
" (TSXV: FURA) (OTC: FUGMF) (FRA: BJ43), a new gemstone mining and marketing company with emerald and ruby assets in Colombia and Mozambique, respectively, is pleased to announce that, to facilitate the prompt satisfaction of the closing conditions of the Company’s previously announced ongoing acquisition of a 100% interest in ruby prospecting licence No. 5572L (the “Licence”) in the Montepuez District of Cabo Delgado province in Mozambique (the “Acquisition”), Fura has entered into an amending agreement dated August 20, 2019 (the “Amending Agreement”) to the share purchase agreement dated July 24, 2018. Please see Fura’s press release dated July 26, 2018 for further details.
Pursuant to the Amending Agreement, Azores Overseas Inc. (the “Vendor”) agreed to receive 1,135,662 fewer common shares of Fura (“Fura Shares”) upon completion in exchange for Fura agreeing to pay the Vendor on closing an amount equal to C$454,264.63 to assist the Vendor in paying certain taxes owed by it. As such, instead of the Vendor receiving 2,500,000 Fura Shares, the Vendor will be issued 1,364,338 Fura Shares on closing of the Acquisition. The Fura Shares will be subject to a regulatory hold period of four months and one day from the closing of the Acquisition. The Acquisition is expected to be completed by September 15, 2019.
The Acquisition is an arm’s length transaction for the purposes of the policies of the TSX Venture Exchange (“TSXV”) and is subject to the approval of the TSXV. Fura is not paying any finder’s fees in connection with the Acquisition. The closing of the Acquisition is subject to the satisfaction of customary conditions precedent, including, inter alia, receipt of ministry authorizations, approval of the TSXV and the provision of applicable legal opinions concerning the title to the Licence."