27 September 2021
TORONTO and NEW YORK, Sept. 27, 2021 /CNW/ - Mountain Province Diamonds Inc. ("Mountain Province", the "Company") (TSX: MPVD) (OTCQX: MPVD) announces the extension of its US$25M Revolving Credit Facility, and the full repayment of its US$35M term loan.
The Company wishes to announce that it has completed an agreement to extend by six months the maturity date of its US$25M senior secured revolving credit facility with Dunebridge Worldwide Ltd. ("Dunebridge"), a company which Mr. Dermot Desmond is the ultimate beneficial owner (the "Transaction"). The extended revolving facility will mature on March 31, 2022 and will support Mountain Province Diamonds' general working capital needs. The interest rate and other features of the facility remain unchanged. In connection with this extension, the Company paid Dunebridge Worldwide Ltd. a fee equal to 2% of the aggregate principal amount drawn under the revolving facility.
As a condition of the extension, the company has made a US$11.5M payment towards the US$33M term loan announced on May 12, 2021. This payment brings the balance of the term loan to zero ahead of the term loan maturity date of December 31, 2021.
The independent directors of Mountain Province, comprised of Ms. Karen Goracke, Mr. Dean Chambers, and Mr. Ken Robertson, all of whom are independent of management and the major shareholder of Mountain Province (the "Independent Directors"), undertook a deliberate and full consideration of the Transaction and concluded that the Transaction is reasonable and represents the best alternative for Mountain Province in the circumstances, having regard to the best interests of Mountain Province and its stakeholders. The Independent Directors have unanimously recommended the Transaction to the board of directors of the Company (the "Board"). The Board has received the recommendations and findings of the Independent Directors, and Mr. Jonathan Comerford and Mr. Brett Desmond having declared conflicts of interest and not attending any part of any meeting where the Transaction was discussed and not voting on the Transaction, have unanimously found that that the Company is in serious financial difficulty and that the Transaction is designed to improve the financial position of the Company, and that Section 5.5(f) of National Instrument 61-101 – Protection of Minority Shareholders in Special Transactions ("MI 61-101") is not applicable, and approved the Transaction.
Dermot Desmond is the ultimate beneficial owner of Dunebridge, and thus is an insider and related party of Mountain Province. Mr. Desmond owns approximately 33% of the Company's stock. The Transaction therefore constitutes a "related party transaction" within the meaning of MI 61-101. Mountain Province relied on an exemption from the minority approval requirements of MI 61-101 contained in Section 5.7(e) on the basis of financial hardship. The terms of the Transaction were unanimously approved by the Independent Directors. Mountain Province was not in a position to file a material change report 21 days prior to closing because the terms of the Transaction and insider participation were not yet established by that time, and Mountain Province elected to expedite closing of the Transaction for sound business reasons.
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 106,202 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.