TSX and OTC: MPVD
TORONTO and NEW YORK, Oct. 27,
2022 /PRNewswire/ -- Mountain Province Diamonds Inc.
("Mountain Province" or the
"Company") (TSX: MPVD) (OTC: MPVD) today announces that it has
executed a non-binding term sheet with certain holders (the
"Exchanging Holders") of its 8.000% Senior Secured Second
Lien Notes due 2022 (the "Existing Notes"), including
entities ultimately beneficially owned by the Company's largest
beneficial shareholder, Mr. Dermot
Desmond, for a partial refinancing of the Existing Notes.
The term sheet sets forth the terms of a transaction (the
"Proposed Transaction") in which the Exchanging Holders will
exchange Existing Notes for new senior secured second lien loan
notes (the "New Loan Notes"). While the arrangements are
non-binding, Mountain Province is
working with the Exchanging Holders in an effort to promptly reach
binding agreements. The issuance of the New Loan Notes is subject
to, among other things, finalization of the specific terms thereof,
the negotiation and execution of definitive documentation, and
regulatory and disinterested shareholder approval.
The Proposed Transaction is currently expected to include the
exchange of approximately US$190.0
million aggregate principal amount of Existing Notes for
approximately US$195.9 million
aggregate principal amount of New Loan Notes. Approximately
US$65.3 million of the New Loan Notes
will be acquired by entities ultimately beneficially owned by Mr.
Desmond. The New Loan Notes are expected to be secured by the same
assets that secure the Existing Notes and on a second lien priority
basis, bear interest at a rate of 9.0% per annum and have a
three-year term. The Company expects to retire the remaining
balance of the Existing Notes with cash on hand concurrently with
the consummation of the Proposed Transaction. The Proposed
Transaction is not expected to involve the issuance of new
equity.
A special committee (the "Special Committee") of the
board of directors of the Company (the "Board") is providing
consideration and oversight of the Proposed Transaction as well as
any other potential alternative transactions intended to refinance
in part the Existing Notes. The Special Committee consists of
independent directors who have no direct or indirect interest in
the Proposed Transaction. Following its review process, the Special
Committee recommended that the Board approve the execution of the
term sheet setting out the terms of the Proposed Transaction.
Due to the participation of entities ultimately beneficially
owned by Mr. Desmond, the Proposed Transaction is subject to the
approval of the Toronto Stock Exchange (the "TSX") and the
approval of the Company's disinterested shareholders in accordance
with Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions and the rules of the
TSX.
The Proposed Transaction is subject to the execution of
definitive documentation and the approvals described above. There
can be no assurance that the Proposed Transaction will be completed
on the terms described herein or at all.
****
About Mountain Province Diamonds
Inc.
Mountain Province Diamonds is a 49% participant with De
Beers Canada in the Gahcho Kué diamond mine located
in Canada's Northwest Territories. The Gahcho Kué Joint
Venture property consists of several kimberlites that are actively
being mined, developed, and explored for future development. The
Company also controls 107,373 hectares of highly prospective
mineral claims and leases surrounding the Gahcho Kué Mine that
include an Indicated mineral resource for the Kelvin kimberlite and
Inferred mineral resources for the Faraday kimberlites. Kelvin is
estimated to contain 13.62 million carats (Mct) in 8.50 million
tonnes (Mt) at a grade of 1.60 carats/tonne and value
of US$63/carat. Faraday 2 is estimated to contain 5.45Mct in
2.07Mt at a grade of 2.63 carats/tonne and value of US$140/ct.
Faraday 1-3 is estimated to contain 1.90Mct in 1.87Mt at a grade of
1.04 carats/tonne and value of US$75/carat. All resource
estimations are based on a 1mm diamond size bottom cut-off.
For further information on Mountain Province Diamonds and to
receive news releases by email, visit the Company's website
at www.mountainprovince.com.
Caution Regarding Forward Looking
Information
This news release contains certain
"forward-looking statements" and "forward-looking information"
under applicable Canadian and United
States securities laws concerning the business, operations
and financial performance and condition of Mountain Province
Diamonds Inc. Forward-looking statements and forward-looking
information include, but are not limited to, statements with
respect to the ability to negotiate and enter into binding
documentation, the ability to obtain approval of the parties,
regulators and shareholders on terms acceptable to Mountain Province, operational hazards,
including possible disruption due to pandemic such as COVID-19, its
impact on travel, self-isolation protocols and business and
operations, estimated production and mine life of the project of
Mountain Province; the realization
of mineral reserve estimates; the timing and amount of estimated
future production; costs of production; the future price of
diamonds; the estimation of mineral reserves and resources; the
ability to manage debt; capital expenditures; the ability to obtain
permits for operations; liquidity; tax rates; and currency exchange
rate fluctuations. Except for statements of historical fact
relating to Mountain Province,
certain information contained herein constitutes forward-looking
statements. Forward-looking statements are frequently characterized
by words such as "anticipates," "may," "can," "plans," "believes,"
"estimates," "expects," "projects," "targets," "intends," "likely,"
"will," "should," "to be", "potential" and other similar words, or
statements that certain events or conditions "may", "should" or
"will" occur. Forward-looking statements are based on the
opinions and estimates of management at the date the statements are
made, and are based on a number of assumptions and subject to a
variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those
projected in the forward-looking statements. Many of these
assumptions are based on factors and events that are not within the
control of Mountain Province and
there is no assurance they will prove to be correct.
Factors that could cause actual results to vary materially
from results anticipated by such forward-looking statements include
the negotiating stances taking by the parties, the ability to
obtain approval of regulators, parties and shareholders, as may be
required, on conditions acceptable to the parties, the development
of operation hazards which could arise in relation to COVID-19,
including, but not limited to protocols which may be adopted to
reduce the spread of COVID-19 and any impact of such protocols on
Mountain Province's business and
operations, variations in ore grade or recovery rates, changes in
market conditions, changes in project parameters, mine sequencing;
production rates; cash flow; risks relating to the availability and
timeliness of permitting and governmental approvals; supply of, and
demand for, diamonds; fluctuating commodity prices and currency
exchange rates, the possibility of project cost overruns or
unanticipated costs and expenses, labour disputes and other risks
of the mining industry, failure of plant, equipment or processes to
operate as anticipated.
These factors are discussed in greater detail in Mountain Province's most recent Annual
Information Form and in the most recent MD&A filed on SEDAR,
which also provide additional general assumptions in connection
with these statements. Mountain
Province cautions that the foregoing list of important
factors is not exhaustive. Investors and others who base themselves
on forward-looking statements should carefully consider the above
factors as well as the uncertainties they represent and the risk
they entail. Mountain Province
believes that the expectations reflected in those forward-looking
statements are reasonable, but no assurance can be given that these
expectations will prove to be correct and such forward-looking
statements included in this news release should not be unduly
relied upon. These statements speak only as of the date of this
news release.
Although Mountain Province
has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be anticipated,
estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Mountain
Province undertakes no obligation to update forward-looking
statements if circumstances or management's estimates or opinions
should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking
statements. Statements concerning mineral reserve and resource
estimates may also be deemed to constitute forward-looking
statements to the extent they involve estimates of the
mineralization that will be encountered as the property is
developed. Mineral resources are not mineral reserves and do not
have demonstrated economic viability.
Further, Mountain Province
may make changes to its business plans that could affect its
results. The principal assets of Mountain
Province are administered pursuant to a joint venture under
which Mountain Province is not the
operator. Mountain Province is
exposed to actions taken or omissions made by the operator within
its prerogative and/or determinations made by the joint venture
under its terms. Such actions or omissions may impact the future
performance of Mountain Province.
Under its current note and revolving credit facilities Mountain Province is subject to certain
limitations on its ability to pay dividends on common stock. The
declaration of dividends is at the discretion of Mountain Province's Board of Directors,
subject to the limitations under the Company's debt facilities, and
will depend on Mountain Province's
financial results, cash requirements, future prospects, and other
factors deemed relevant by the Board.
Mark Wall, President and
CEO, (416)
361-3562, info@mountainprovince.com; Matthew MacPhail,
Chief Technical Officer, (416)
361-3562, info@mountainprovince.com
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