Fura Emeralds Inc.
TSX VENTURE : FUR

Fura Emeralds Inc.

June 04, 2015 20:30 ET

Fura Amends the Terms of the Emerald Acquisition Agreement and of the Concurrent Private Placement Financing

TORONTO, ONTARIO--(Marketwired - June 4, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES

Fura Emeralds Inc. ("Fura" or the "Company") (TSX VENTURE:FUR) announces that its wholly owned subsidiary, Fura de Colombia S.A.S., has signed an amendment to the definitive asset purchase agreement ("Amended Purchase Agreement") signed on February 12, 2015 to acquire a 100% interest in a Colombian emerald exploration concession (the "Emerald Concession") from Hector Andres Paez Rojas, Hector Obando, Hector Oliver Obando and John Lenoir Obando Sanchez (collectively, the "Vendors").

Pursuant to the Amended Purchase Agreement, the anticipated closing date for the acquisition of the Emerald Concession, which is subject to regulatory approval, has been changed to a date on or about June 16, 2015 (the "Closing Date"). The Amended Purchase Agreement also provides that the purchase price payable to the Vendors for the Emerald Concession will now be paid in instalments as follows: US$400,000 payable on the Closing Date, US$500,000 payable 18 months from the Closing Date and US$500,000 payable 36 months from the Closing Date. The total purchase price for the Emerald Concession is US$1,425,000 including a US$25,000 deposit already advanced to the Vendors.

In connection with the acquisition of the Emerald Concession, Fura previously announced its intention to complete a non-brokered private placement financing. Fura has amended the private placement financing and now intends to raise gross proceeds of up to CDN$1,500,000 by issuing up to 11,538,461 units (the "Units") at a price of CDN$0.13 per Unit (the "Offering"). Each Unit will be comprised of one common share of Fura and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share of Fura at an exercise price of CDN$0.17 per common share for a period of 24 months following the closing date of the Offering. If at any time after four months and one day from the closing of the Offering, the common shares of the company trade at CDN$0.30 per common share or higher (on a volume weighted adjusted basis) for a period of 20 consecutive days, the Company will have the right to accelerate the expiry date of the Warrants to a date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right.

The closing date of the Offering is scheduled to be on or about June 16, 2015 to coincide with the closing of the Company's purchase of the Emerald Concession. All securities issued will be subject to a hold period of four months and one day. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.

The net proceeds of the Offering will be used for the acquisition of the Emerald Concession, to complete work related to the Emerald Concession and for general corporate purposes. Fura may pay finder's fees in connection with the Offering.

About Fura Emeralds Inc.

Fura Emeralds Inc. will focus on the completion of the acquisition of the Emerald Concession in Colombia in the short term.

Jaime Lalinde, Chief Executive Officer

Regulatory Statements

The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.

This press release contains "forward looking information" within the meaning of applicable Canadian securities legislation. Forward looking information includes, but is not limited to, statements with respect to the Amended Purchase Agreement, the purchase price payable for the Emerald Concession and the intended closing date of the private placement financing and the emerald concession acquisition transaction. Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of exploration activities; regulatory risks; risks inherent in foreign operations; and other risks of the oil and gas industry. Although the company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. The company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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