Fura Gems Enters Into Acquisition Agreement for Going Private Transaction With its Majority Shareholder

Fura Arranges Bridge Financing

TORONTO, Aug. 14, 2020 (GLOBE NEWSWIRE) -- Fura Gems Inc. (“Fura” or the “Company”) (TSXV: Fura, OTC: FUGMF and FRA: BJ43) announced today that it has entered into an acquisition agreement dated as of the date of this news release (“Acquisition Agreement”) with its majority shareholder, Lord of Seven Hills Holdings FZE (the “Purchaser”), pursuant to which the Purchaser has agreed to acquire all of the outstanding common shares of Fura (“Common Shares”), other than Common Shares already held by the Purchaser and its affiliates, at a price of CAD$0.15 per Common Share (the “Transaction”). The Purchaser currently, directly or indirectly, holds 140,048,752 Common Shares, representing approximately 51.5% of Fura’s 272,035,485 issued and outstanding Common Shares. 

About the Transaction
The price of CAD$0.15 per Common Share represents a 42% premium over the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange (“TSXV”) for the 20 trading days ended on August 13, 2020, the last trading date prior to the announcement of the Transaction. The acquisition price also represents a 36% premium over the closing price of the Common Shares on the TSXV on August 13, 2020. 

It is intended that the Transaction will be effected by an amalgamation of Fura and 2771063 Ontario Inc., a newly-incorporated wholly-owned subsidiary of the Purchaser, under the provisions of the Business Corporations Act (Ontario) (the “Amalgamation”). Pursuant to the Amalgamation, all of the issued and outstanding Common Shares, other than those already held by the Purchaser, will be converted, on a one-for-one basis, into redeemable shares (“Redeemable Shares”) of the amalgamated corporation (“Amalco”). The Redeemable Shares will then be immediately redeemed by Amalco in exchange for CAD$0.15 per Redeemable Share payable in cash.

Fura intends to call a meeting of shareholders to be held in early October 2020 to, amongst other things, seek shareholder approval for the Amalgamation (the “Meeting”). The Amalgamation must be approved by the affirmative vote of (i) 66 2/3% of the votes cast by holders of Common Shares represented at the Meeting and (ii) a simple majority of the votes cast by holders of Common Shares at the Meeting (excluding shareholders whose votes are required to be excluded, including the Purchaser, pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”)).