FULL DISCLOSURE- I am not an accountant or legal expert but today's PR , I think, is important, but I am not sure whether it is good, bad or indifferent! Interested in what other investors have to say.
"“Company”) (TSXV: FURA, OTC: FUGMF and FRA: BJ43), a gemstone mining and marketing company with emerald, ruby and sapphire assets in Colombia, Mozambique and Australia, respectively, is pleased to announce that it has entered into a Revised and Restated Merger of Ruby Assets Agreement (the “Revised MRAA”) with New Energy Minerals Ltd (“New Energy”), Montepuez Minerals Pty Ltd, Montepuez Minerals Ltd, and New Energy Minerals LDA (collectively, the “Vendors”). 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 A$2,800,000 (C$2,480,000) (as set out in the initial merger of ruby assets agreement dated July 14, 2018, as amended, most notably by an amending agreement dated November 27, 2018) to a cash payment of A$1,400,000 (C$1,240,000); and
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 A$2,800,000 (C$2,480,000) loan agreement between Fura and New Energy, previously disclosed in the Company’s press release dated November 29, 2018, is formally terminated, noting that no draw-down 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. We note 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 licenses/concessions in Mozambique as follows: (i) a 70% interest in ruby mining licence 5030L through the acquisition of 70% of the issued and outstanding shares of Rubi Resources SA, (ii) a 80% interest in ruby mining concession 8921C through the acquisition of 80% of the issued and outstanding shares of Ibra Moz SA; and (iii) a right to earn a 65% interest in mining concession 8955C under a joint venture agreement (collectively, the “New Energy Assets”). 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."