TORONTO and NEW YORK, December 1,
2017 /PRNewswire/ --
(TSX and NASDAQ: MPVD)
- All $ are USD
Mountain Province Diamonds Inc.
("Mountain Province", the
"Company") (TSX and NASDAQ: MPVD) today announces the pricing of
its offering of US$330,000,000 senior
secured second lien notes due December 15,
2022 (the "Notes"), which are being offered on a private
placement basis to qualified institutional buyers pursuant to Rule
144A under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act") ("Rule 144A") and outside the United States pursuant to Regulation S
under the Securities Act ("Regulation S"). The coupon of the Notes
will be 8.000% per year from the date of issuance, payable
semi-annually in arrears. The notes will be issued at 97.992% of
the aggregate principal amount. The Notes include a call provision
allowing 10% of the aggregate amount of the securities issued to be
called per year at 103% of par during the first two years. The
offering is expected to close on December
11, 2017, subject to customary closing conditions.
Concurrent with the closing of the Notes offering on
December 11, 2017, the Company
intends to enter into a US$50 million
first lien revolving credit agreement (the "Revolving Credit
Agreement") with a banking group in order to maintain a liquidity
cushion for general corporate purposes.
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, 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
only to qualified institutional buyers under Rule 144A and outside
the United States under Regulation
S. 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 closing of
the Notes offering, 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 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