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Fura arranges long term loan facility

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Fura Gems Inc. (“Fura” or the “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 the issuance of a grid promissory note (the “Note”) to a private company (the “Lender”), pursuant to which the Lender has agreed to immediately lend and the Company has agreed to borrow US$21,000,000 (the “Initial Advance”). An additional US$7,600,000 remains available for drawdown by the Company at a later date, subject to the terms of the Note (the “Second Advance”). The funds advanced under the Note are initially unsecured, will bear interest at a rate of ten percent per annum and have a maturity date of August 31, 2021. The Initial Advance is inclusive of US$5,543,699 for that certain loan advanced by the Lender to the Company described in the Company’s press release dated February 10, 2020. The principal amount of the loan as well as accrued interest will be payable on the maturity date.

Under the terms of the Note, if any amounts payable by the Company to the Lender (the “Obligations”) remain outstanding on May 31, 2020, at the request of the Lender, the Company
agrees to grant a security interest to the Lender in all of its present and future property (the “Security Interest”). If the Security Interest is not granted to the Lender and the Obligations are
not paid in full on or prior to the date that falls six months from the date that the funds are advanced (the “Security Date”), the Company is required to pay an extension fee of US$800,000, which
shall form part of the Obligations payable on the maturity date, and the Lender shall extend the Security Date to the date that is 12 months from the date that the funds are advanced (the “Extended Security Date”). If the Security Interest is not granted to the Lender and the Obligations are not paid in full on or prior to the Extended Security Date, the Company is required to pay an
additional extension fee of US$800,000, which shall form part of the Obligations payable on the maturity date, and the Lender shall extend the Extended Security Date to the maturity date.

The proceeds of the loan are expected to be used for (i) the advancement of its Coscuez emerald project in Colombia, its ruby projects in Mozambique and its sapphire projects in Australia (ii)
general corporate purposes, including paying down debts and (iii) payment towards acquiring ruby mining concession 8955C, ruby mining licence 7414L and a 20% interest in ruby mining concession 8921C, each in the Montepuez district of Mozambique.

The Lender is both a “related party” and a “control person” of the Company pursuant to Canadian securities laws. Issuing the Note to the Lender is therefore considered to be a “related party
transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but is exempted from the requirement to obtain a formal
valuation pursuant to 5.5 (b) and from the requirement to obtain minority approval pursuant to 5.7(1)(f) of MI 61-101, as the loan (i) is on reasonable commercial terms that are not less
advantageous to the Company than if the loan was obtained from an arm’s length party, and (ii)  is not convertible, directly or indirectly, into equity or voting securities of the Company or a
subsidiary of the Company or repayable as to principal or interest, directly or indirectly, in equity or voting securities of the Company or a subsidiary of the Company. Minority shareholder
approval for the Lender becoming a control person of Fura was previously obtained by Fura at its annual and special meeting of shareholders held on August 2, 2019. Please refer to the
Company’s management information circular dated July 2, 2019 for more information. The Company did not file a material change report more than 21 days before issuing the Note as the
terms of the Note were not settled until shortly prior to such issuance, and the Company wished to complete the loan on an expedited basis

 

Courtesy: Retail Jeweller India News Service

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