TORONTO and NEW YORK, November 27,
2017 /PRNewswire/ --
Mountain Province Diamonds Inc.
("Mountain Province", the
"Company") (TSX and NASDAQ: MPVD) today announces that it intends
to offer US$325,000,000 aggregate
principal amount of senior secured second lien notes due 2022 (the
"Notes") on a private placement basis.
The Notes will be guaranteed by each of the Company's
subsidiaries and will be secured on a second-priority basis by
substantially all of the Company's assets, including the Company's
49% participating interest in the joint venture related to the
Gahcho Kué diamond mine. The liens securing the Notes will be
junior to liens securing a new US$50
million revolving credit agreement that the Company expects
to enter into concurrently with the closing of the offering of the
Notes. The actual terms of the Notes, including the interest rate,
and consummation of the offering, will depend on market and other
conditions at the time of pricing of the Notes.
Mountain Province intends to
use the net proceeds from the offering of the Notes, together with
cash on its balance sheet, to fully repay and terminate its
US$370 million project loan facility
(of which US$357 million was
outstanding as of September 30,
2017), to fully repay amounts owing to De Beers Canada, the
operator of the Gahcho Kué diamond mine, for historic sunk costs
related to the development of the mine (of which approximately
C$48.5 million of costs and
accumulated interest was outstanding as of September 30, 2017), and to pay related fees and
expenses of the offering of the Notes and the entry into the new
revolving credit agreement.
This news release is not an offer to sell or the solicitation of
an offer to buy any securities in any jurisdiction, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Notes have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities law,
and may not be offered or sold in the
United States absent registration or an applicable exemption
from registration under the U.S. Securities Act and applicable
state securities laws. The Notes will be offered in the United States only to qualified
institutional buyers under Rule 144A of the U.S. Securities Act and
outside the United States under
Regulation S of the U.S. Securities Act. The Notes have not been
and will not be offered for distribution by way of prospectus to
the public under applicable Canadian securities laws and any offer
or sale of the Notes will only be made on a private placement basis
that is exempt from, or not subject to, the prospectus requirements
of applicable Canadian securities laws.
Mountain Province Diamonds is a 49% participant with De
Beers Canada in the Gahcho Kué diamond mine located in Canada's Northwest
Territories. Gahcho Kué is the world's largest new diamond
mine, consisting of a cluster of four diamondiferous kimberlites,
three of which are being developed and mined under the initial 12
year mine plan.
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 Mountain Province.
Except for statements of historical fact relating to Mountain Province, certain information
contained herein constitutes forward-looking statements.
Forward-looking statements and forward-looking information include,
but are not limited to, statements with respect to the offering of
the Notes, the use of proceeds therefrom and the entry into the new
revolving credit agreement. 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 debt market conditions and other
factors affecting the Gahcho Kué diamond mine and the mining
industry. For a more complete description of these and other
possible risks and uncertainties, please refer to our Annual
Information Form for the year ended December
31, 2016, as well as to our subsequent filings with Canadian
securities regulatory authorities at
http://www.sedar.com and with the U.S. Securities and
Exchange Commission at http://www.sec.gov. The
forward-looking statements in this news release speak only as of
the date of this new release and, except as required by applicable
law, Mountain Province makes no
commitment to update or publicly release any revisions to
forward-looking statements in order to reflect new information or
subsequent events, circumstances or changes in
expectations.
Mountain Province Diamonds Inc.
David Whittle
Interim President and CEO
161 Bay Street
Suite 1410
Toronto
Ontario
M5J 2S1
Phone: +1(416)-361-3562
E-mail: info@mountainprovince.com