Shares Issued and Outstanding: 160,245,166
TSX and NASDAQ: MPVD
TORONTO and NEW YORK, Dec. 11,
2017 /PRNewswire/ - Mountain Province Diamonds Inc.
("Mountain Province", the "Company") (TSX and NASDAQ: MPVD) today
announces the closing of its previously announced private offering
of US$330,000,000 senior secured
second lien notes due December 15,
2022 (the "Notes"). The Notes will accrue interest at
a coupon rate of 8.0% per year, payable semi-annually in
arrears.
Said David Whittle, the Company's
Interim President and Chief Executive Officer, "With the successful
completion of this Note offering, the Company's project lending
facility is now fully resolved, eliminating all cash reserve
account requirements and lender-approval restrictions, as well as
any further need for bank waivers. We look forward to
entering the coming new year with strongly performing operations,
high margins and a healthy balance sheet."
The Company will host a conference call to discuss the completed
Note offering on Wednesday, December 13, 2017 at 11 am Eastern time. Please call in 10
minutes before the conference call starts and stay on the
line. Operator assistance will be available if necessary.
Dial-In
Numbers:
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Toll-Free Participant
Dial-In North America:
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+1-866-300-0510
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All International
Participants Dial-In:
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+1-636-812-6656
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Conference ID:
9998905
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A telephonic replay of the conference call will be available
from two hours after the completion of the call until December 20, 2017.
Replay number (Toll
Free North America):
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+1-855-859-2056
or
+1-800-585-8367
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Replay number
(International):
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+1-404-537-3406
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The pass code for the
replay is:
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9998905
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A replay will also be
available on the Mountain Province website.
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The Notes are guaranteed on a senior secured basis by all of the
Company's existing subsidiaries. The Notes and the guarantees
are secured on a second-priority basis by substantially all of the
assets of the Company and the guarantors, including diamonds in
inventory, equity interests in the guarantors and the assignment
and pledge of the Company's participation interest and rights in
the Gahcho Kué diamond mine joint venture with De Beers Canada
Inc., subject to certain customary exceptions. The Notes
include typical high yield incurrence covenants with no maintenance
covenants. The Notes offering was managed by a syndicate of
banks led by Credit Suisse, with Scotiabank acting as joint
book-running manager. Acting as co-managers to the offering
were Nedbank Limited, ING and BMO Capital Markets.
Concurrent with the closing of the Notes offering, the Company
is entering into an undrawn US$50 million first lien revolving
credit facility (the "RCF") with Scotiabank and Nedbank Limited in
order to maintain a liquidity cushion for general corporate
purposes.
Mountain Province will 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 RCF.
The Company has been informed by the book-running managers that
certain entities ultimately beneficially owned by Dermot Desmond, a related party of the Company,
have participated in the offering by purchasing US$60,000,000 of Notes. Mr. Desmond,
together with Bottin (International) Investments Ltd., an entity
ultimately beneficially owned by him, holds approximately
37,951,887 shares of Mountain Province or 23.7% of the outstanding
shares of the Company and are therefore considered related parties
of Mountain Province. Mr. Desmond purchased the Notes on the
same terms as all other purchasers. The proposed
participation of Mr. Desmond in the offering was approved by the
independent members of the board. For further information
please see the material change report filed by the Company
concurrently with this press release. The Company was unable
to file the material change report 21 days in advance of completion
of the offering of Notes because the participation by Mr. Desmond
had not been determined at that time.
****
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 use of
proceeds from the Notes offering 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 www.sedar.com and with the U.S. Securities and
Exchange Commission at 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.
SOURCE Mountain Province Diamonds Inc.