Fura Gems Shareholders Approve Going Private Transaction
October 06 2020 - 6:30PM
Fura Gems Inc. (“
Fura” or the
“
Company”) (TSXV: Fura, OTC: FUGMF and FRA: BJ43)
is pleased to announce (i) the results of its annual and special
meeting of shareholders (“
AGM”) held on October 6,
2020, in Toronto, Canada; and (ii) that at the AGM the shareholders
of the Company (the “
Shareholders”) approved the
acquisition of the Company by Lord of Seven Hills Holdings FZE (the
“
Purchaser”) that was previously announced on
August 14, 2020, whereby a wholly-owned subsidiary of the Purchaser
will amalgamate with the Company and each outstanding common share
of Fura (“
Common Shares”), other
than Common Shares already held by the Purchaser and its
affiliates, will be cancelled and exchanged for a redeemable
preferred share of the amalgamated corporation on a one-for-one
basis and each redeemable preferred share will be immediately
automatically redeemed for cash consideration of CAD$0.15 per share
(the “
Transaction”). The Purchaser currently holds
140,048,752 Common Shares, representing approximately 51.5% of
Fura’s 272,035,485 issued and outstanding Common Shares.
The Transaction
At the AGM, a special resolution approving the
Transaction was approved by 99.621% of the votes cast at the
meeting in person or by proxy and 98.926% of the votes cast at the
meeting in person or by proxy, excluding votes cast by the
Purchaser and its affiliates. The Transaction will be effected by
way of an amalgamation under the Business Corporations Act
(Ontario) and remains subject to customary conditions precedent and
final regulatory approval.
The Transaction is more fully described in the
management information circular (the “Circular”)
which was mailed to Shareholders of record as of September 1, 2020.
The Circular is available under Fura’s profile on SEDAR at
www.sedar.com.
Other Resolutions
In addition, the nominees listed in the Circular
were elected to the board of directors of the Company to hold
office until the next annual meeting of Shareholders or until their
successors are duly appointed or elected.
Nominee |
Percentage of Votes For |
Percentage of Votes Withheld |
Dev Shetty |
99.563% |
|
0.437% |
|
Gaurav Gupta |
99.983% |
|
0.017% |
|
Stan Bharti |
99.627% |
|
0.373% |
|
Michael Kuan |
99.995% |
|
0.005% |
|
A total of 219,231,623 common shares were voted
at the AGM, representing approximately 80.59% of the issued and
outstanding common shares of the Company.
In addition, Shareholders received the audited
consolidated financial statements of the Company for the year ended
December 31, 2019 and approved all of the other resolutions
detailed in the Circular and put forward at the AGM, namely:
- Re-appointing McGovern Hurley LLP,
Chartered Accountants, as auditor of the Company for the ensuing
year and authorizing the directors to fix the auditor’s
remuneration;
- Confirming the repeal of the old
by-laws of the Company and confirming the making of a new by-law
no. 1 of the Company; and
- Approving the Company’s stock
option plan for the ensuing year, reserving for grant options to
acquire up to a maximum of 10% of the issued and outstanding Common
Shares calculated at the time of each stock option grant.
For more information about Fura Gems
Inc., please contact:
Fura Gems Inc. |
|
Dev Shetty – President & Chief Executive Officer |
Tel: +971 (0) 4 240 8760dev.shetty@furagems.com |
Rupak Sen Vice President – Marketing and Sales |
Tel: +1+(778)386-1313 rupak.sen@furagems.com |
Public Relations Tavistock (UK)Jos Simson / Barney Hayward |
Tel: +44-207-920-3150fura@tavistock.co.uk |
About Fura Gems Inc.
Fura Gems Inc. is a gemstone mining and
marketing company which is engaged in the mining, exploration and
acquisition of gemstone licences. Fura owns ruby, emerald and
sapphire resource properties in Mozambique, Colombia and Australia,
respectively. Fura’s headquarters are located in Toronto, Canada
and its administrative headquarters are located in the Burjuman
Business Tower, Dubai. Fura is listed on the TSXV under the ticker
symbol “FURA”.
Forward-Looking Statements
Certain of the information contained in this
news release constitutes ‘forward-looking statements’ within the
meaning of securities laws. Such forward-looking statements,
including but not limited to statements relating to the
Transaction; the ability of the parties to satisfy the conditions
to closing of the Transaction; and the anticipated timing of the
completion of the Transaction, involve risks, uncertainties and
other factors which may cause the actual results to be materially
different from those expressed or implied by such forward-looking
statements. Such factors include, among others, obtaining required
regulatory approvals, the exercise of any termination rights under
the acquisition agreement entered into by the Company, the
Purchaser and the Purchaser’s wholly-owned subsidiary in connection
with the Transaction (the “Acquisition
Agreement”), meeting other conditions in the
Acquisition Agreement, and material adverse effects on the
business, properties and assets of Fura. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. The Company
does not undertake to update any forward-looking statements, except
in accordance with applicable securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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