Stornoway Diamond Corporation (TSX-SWY; the “Corporation”
or “Stornoway”) is pleased to announce that the remaining
tranches of financing announced on October 2, 2018 (the “Financing
Package”) have now been completed or approved for completion.
These are:
- A $10 million private placement (the “Private Placement”) with
Ressources Québec inc. (“RQ”), acting as agent for the Government
of Québec, was completed on December 7, 2018. RQ subscribed for
28,571,428 units at a price of $0.35 per unit, each unit comprising
one common share of the Corporation (a “Common Share”) and
one-half of a common share purchase warrant (each whole common
share purchase warrant, a “Warrant”). Each whole Warrant is
exercisable until December 7, 2023 for one Common Share at an
exercise price of $0.455, subject to certain
adjustments.
- A 2-year deferral of principal payments on the Renard Mine Road
Loan (the “Road Loan”) was authorized by the Québec government. All
of the documentation in relation thereto is expected to be
completed prior to December 19, 2018. The deferral of principal
payments on the Road Loan represents additional liquidity to
Stornoway of approximately $7 million.
All elements of the Financing Package announced
on October 2, 2018 have now been completed or approved for
completion. The Financing Package represents additional
consideration and liquidity for the Corporation of C$129 million by
way of certain debt service cost deferrals over a 24-month period
of $54 million, an amendment to the Renard diamond streaming
agreement comprising a supplementary upfront deposit of $45 million
in cash in exchange for certain sales and pricing considerations,
and a $30 million private placement of common shares and
warrants.
Matt Manson, President and CEO of Stornoway,
stated “The two tranches of financing announced today with
Ressources Québec and the Ministère des Finances du Québec
represent the final components of the overall $129 million
financing arrangement announced in October. Both of these tranches
have been approved for completion on the same terms as previously
announced. We are pleased with the strong statement of support for
Stornoway and the Renard Diamond Mine that this represents. With
the balance sheet strengthened and the Renard mine fully ramped up,
this comprehensive deal allows our team to focus fully on the long
term operating and cash flow potential of the business.”
Immediately prior to the Private Placement, RQ
and its affiliates beneficially owned or had control or direction
over, directly or indirectly, an aggregate of
209,746,573 Common Shares, representing approximately 23.46%
of the issued and outstanding Common Shares. After giving effect to
the Private Placement, RQ and its affiliates beneficially own or
have control or direction over, directly or indirectly, an
aggregate of 238,318,001 Common Shares and
14,285,714 Warrants, representing approximately 25.83% of the
issued and outstanding Common Shares on a non-diluted basis, and
26.96% of the issued and outstanding Common Shares on a
partially-diluted basis, assuming exercise of the
14,285,714 Warrants beneficially owned or over which and its
affiliates have control or direction only.
RQ and its affiliates intend to hold their
Common Shares and Warrants for investment purposes and may,
depending on market and other conditions, change their beneficial
ownership of (or control or direction over) the Common Shares and
the Warrants, whether in the open market, by privately negotiated
agreements, in the context of treasury offerings or pursuant to the
exercise of convertible securities.
An early warning report relating to this
transaction will be filed on SEDAR under Stornoway’s profile at
www.sedar.com. To obtain a copy of such report, please contact
Isabelle Fontaine, Senior Director, Public and Governmental
Affairs, at 514-876-9359. The head office of RQ is located at 600,
de La Gauchetière Ouest, Suite 1500, Montréal, Québec, H3B 4L8. RQ
is a wholly-owned subsidiary of Investissement Québec. The mission
of Investissement Québec is to contribute to the economic
development of Québec, to stimulate the growth of investments and
support employment in all regions of Québec.
About the Renard Diamond
Mine
The Renard Diamond Mine is Québec’s first
producing diamond mine and Canada’s sixth. It is located
approximately 250 km north of the Cree community of Mistissini and
350 km north of Chibougamau in the James Bay region of
north-central Québec. Construction on the project commenced on July
10, 2014, and commercial production was declared on January 1,
2017. Average annual diamond production is forecast at 1.8 million
carats per annum over the first 10 years of mining. Readers are
referred to the technical report dated January 11, 2016, in respect
of the September 2015 Mineral Resource estimate, and the technical
report dated March 30, 2016, in respect of the March 2016 Updated
Mine Plan and Mineral Reserve Estimate for further details and
assumptions relating to the project.
About Stornoway Diamond
Corporation
Stornoway is a Canadian diamond exploration and
production company listed on the Toronto Stock Exchange under the
symbol SWY and headquartered in Montreal. A growth-oriented
company, Stornoway owns a 100% interest in the world-class Renard
Mine, Québec’s first diamond mine. The head office of Stornoway is
located at 1111 St. Charles Ouest, Bureau 400, Tour Ouest,
Longueuil, Québec, J4K 5G4.
On behalf of the BoardSTORNOWAY DIAMOND
CORPORATION/s/ “Matt Manson”Matt MansonPresident and Chief
Executive Officer
For more information, please contact Matt Manson
(President and CEO) at 416-304-1026 x2101or Orin Baranowsky (CFO)
at 416-304-1026 x2103 or Alexandre Burelle (Manager, Investor
Relations and Business Development) at 450-616-5555 x2264 or toll
free at 1-877-331-2232
Pour plus d’information, veuillez contacter
Alexandre Burelle (Directeur, Relations avec les investisseurs et
développement des affaires) au 450-616-5555 x2264,
aburelle@stornowaydiamonds.com
** Website: www.stornowaydiamonds.com Email:
info@stornowaydiamonds.com **
Forward-Looking Statements
This document contains forward-looking
information (as defined in National Instrument 51‑102 – Continuous
Disclosure Obligations) and forward-looking statements within the
meaning of Canadian securities legislation and the United States
Private Securities Litigation Reform Act of 1995 (collectively
referred to herein as “forward-looking
information” or “forward-looking
statements”). These forward-looking statements are made as
of the date of this document and, the Corporation does not intend,
and does not assume any obligation, to update these forward-looking
statements, except as required by law.
These forward-looking statements relate to
future events or future performance and include, among others,
statements with respect to Stornoway’s objectives for the ensuing
year, our medium and long-term goals, and strategies to achieve
those objectives and goals, as well as statements with respect to
our management’s beliefs, plans, objectives, expectations,
estimates, intentions and future outlook and anticipated events or
results. Although management considers these assumptions to be
reasonable based on information currently available to it, they may
prove to be incorrect.
Forward-looking statements reflect current
expectations or beliefs regarding future events and include, but
are not limited to, statements with respect to: (i) the amount of
Mineral Reserves, Mineral Resources and exploration targets; (ii)
the estimated amount of future production over any period; (iii)
net present value and internal rates of return of the mining
operation; (iv) expectations and targets relating to recovered
grade, size distribution and quality of diamonds, average ore
recovery, carats recovered, carats sold, internal dilution, mining
dilution and other mining parameters set out in the 2016 Technical
Report as well as levels of diamond breakage; (v) expectations,
targets and forecasts relating to gross revenues, operating cash
flows and other revenue metrics set out in the 2016 Technical
Report, growth in diamond sales, cost of goods sold, cash cost of
production, gross margins estimates, planned and projected diamond
sales, mix of diamonds sold, and capital expenditures, liquidity
and working capital requirements; (vi) mine and resource expansion
potential, expected mine life, and estimated incremental ore
recovery, revenue and other mining parameters from potential
additional mine life extension; (vii) expected time frames for
completion of permitting and regulatory approvals related to
ongoing construction activities at the Renard Diamond Mine; (viii)
the expected time frames for the completion of the open pit and
underground mine at the Renard Diamond Mine; (ix) the expected
financial obligations or costs incurred by Stornoway in connection
with the ongoing development of the Renard Diamond Mine; (x)
mining, development, production, processing and exploration rates,
progress and plans, as compared to schedule and budget, and planned
optimization, expansion opportunities, timing thereof and
anticipated benefits therefrom; (xi) future exploration plans and
potential upside from targets identified for further exploration;
(xii) expectations concerning outlook and trends in the diamond
industry, rough diamond production, rough diamond market demand and
supply, and future market prices for rough diamonds and the
potential impact of the foregoing on various Renard financial
metrics and diamond production; (xiii) the economic benefits of
using liquefied natural gas rather than diesel for power
generation; (xiv) requirements for and sources of, and access to,
financing and uses of funds; (xv) the ability to meet Subject
Diamonds Interest delivery obligations under the Purchase and Sale
Agreement; (xvi) the foreign exchange rate between the US dollar
and the Canadian dollar; and (xvii) the anticipated benefits from
recently approved plant modification measures and the anticipated
timeframe and expected capital cost thereof. Any statements that
express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words
or phrases such as “expects”, “anticipates”, “plans”, “projects”,
“estimates”, “assumes”, “intends”, “strategy”, “goals”,
“objectives”, “schedule” or variations thereof or stating that
certain actions, events or results “may”, “could”, “would”, “might”
or “will” be taken, occur or be achieved, or the negative of any of
these terms and similar expressions) are not statements of
historical fact and may be forward-looking statements.
Forward-looking statements are made based upon
certain assumptions by Stornoway or its consultants and other
important factors that, if untrue, could cause the actual results,
performances or achievements of Stornoway to be materially
different from future results, performances or achievements
expressed or implied by such statements. Such statements and
information are based on numerous assumptions regarding present and
future business prospects and strategies and the environment in
which Stornoway will operate in the future, including the recovered
grade, size distribution and quality of diamonds, average ore
recovery, internal dilution, and levels of diamond breakage, the
price of diamonds, anticipated costs and Stornoway’s ability to
achieve its goals, anticipated financial performance, regulatory
developments, development plans, exploration, development and
mining activities and commitments, access to financing, and the
foreign exchange rate between the US and Canadian dollars. Although
management considers its assumptions on such matters to be
reasonable based on information currently available to it, they may
prove to be incorrect. Certain important assumptions by Stornoway
or its consultants in making forward-looking statements include,
but are not limited to: (i) the accuracy of our estimates regarding
capital and estimated workforce requirements; (ii) estimates of net
present value and internal rates of return; (iii) recovered grade,
size distribution and quality of diamonds, average ore recovery,
carats recovered, carats sold, internal dilution, mining dilution
and other mining parameters set out in the 2016 Technical Report as
well as levels of diamond breakage; (iv) the expected mix of
diamonds sold, and successful mitigation of ongoing issues of
diamond breakage in the Renard Diamond Mine process plant and
realization of the anticipated benefits from plant modification
measures within the anticipated timeframe and expected capital
cost; (v) the stabilization of the Indian currency market and full
recovery of prices; (vi) receipt of regulatory approvals on
acceptable terms within commonly experienced time frames and
absence of adverse regulatory developments; (vii) anticipated
timelines for the development of an open pit and underground mine
at the Renard Diamond Mine; (viii) anticipated geological
formations; (ix) continued market acceptance of the Renard diamond
production, conservative forecasting of future market prices for
rough diamonds and impact of the foregoing on various Renard
financial metrics and diamond production; (x) the timeline,
progress and costs of future exploration, development, production
and mining activities, plans, commitments and objectives; (xi) the
availability of existing credit facilities and any required future
financing on favourable terms and the satisfaction of all covenants
and conditions precedent relating to future funding commitments;
(xii) the ability to meet Subject Diamonds Interest delivery
obligations under the Purchase and Sale Agreement; (xiii)
Stornoway’s interpretation of the geological drill data collected
and its potential impact on stated Mineral Resources and mine life;
(xiv) the continued strength of the US dollar against the Canadian
dollar and absence of significant variability in interest rates;
(xv) improvement of long-term diamond industry fundamentals and
absence of material deterioration in general business and economic
conditions; and absence of significant variability in interest
rates; (xvi) increasing carat recoveries with progressively
increasing grade in LOM plan; (xvii) estimated incremental ore
recovery, revenue and other mining parameters from potential
additional mine life extension with minimal capital expenditures;
(xviii) availability of skilled employees and maintenance of key
relationships with financing partners, local communities and other
stakeholders; (xix) long-term positive demand trends and rough
diamond demand meaningfully exceeding supply; (xx) high depletion
rates from existing diamond mines; (xxi) global rough diamond
production remaining stable; (xxii) modest capital requirements
post-2018 with significant resource expansion available at marginal
cost; (xxiii) substantial resource upside within scope of mine
plan; (xxiv) opportunities for high grade ore acceleration and
processing expansion and realization of anticipated benefits
therefrom; (xxv) significant potential upside from targets
identified for further exploration; and (xxvi) limited cash income
taxes payable over the medium term.
By their very nature, forward-looking statements
involve inherent risks and uncertainties, both general and
specific, and risks exist that estimates, forecasts, projections
and other forward-looking statements will not be achieved or that
assumptions do not reflect future experience. We caution readers
not to place undue reliance on these forward- looking statements as
a number of important risk factors could cause the actual outcomes
to differ materially from the beliefs, plans, objectives,
expectations, anticipations, estimates, assumptions and intentions
expressed in such forward-looking statements. These risk factors
may be generally stated as the risk that the assumptions and
estimates expressed above do not occur, including the assumption in
many forward-looking statements that other forward-looking
statements will not be correct, but specifically include, without
limitation: (i) risks relating to variations in the grade, size
distribution and quality of diamonds, kimberlite lithologies and
country rock content within the material identified as Mineral
Resources from that predicted; (ii) variations in rates of recovery
and levels of diamond breakage; (iii) the uncertainty as to whether
further exploration of exploration targets will result in the
targets being delineated as Mineral Resources; (iv) risks
associated with our dependence on the Renard Diamond Mine and the
limited operating history thereof; (v) unfavourable developments in
general economic conditions and in world diamond markets; (vi)
variations in diamond valuations and fluctuations in diamond prices
from those assumed; (vii) insufficient demand and market acceptance
of our diamonds; (viii) risks associated with the production and
increased consumer demand for synthetic gem-quality diamonds; (ix)
risks relating to fluctuations in the Canadian dollar and other
currencies relative to the US dollar and variability in interest
rates; (x) inaccuracy of our estimates regarding future financing
and capital requirements and expenditures, significant additional
future capital needs and unavailability of additional financing and
capital, on reasonable terms, or at all; (xi) uncertainties related
to forecasts, costs and timing of the Corporation’s future
development plans, exploration, processing, production and mining
activities; (xii) increases in the costs of proposed capital,
operating and sustainable capital expenditures; (xiii) increases in
financing costs or adverse changes to the terms of available
financing, if any; (xiv) tax rates or royalties being greater than
assumed; (xv) uncertainty of mine life extension potential and
results of exploration in areas of potential expansion of
resources; (xvi) changes in development or mining plans due to
changes in other factors or exploration results; (xvii) risks
relating to the receipt of regulatory approvals or the
implementation of the existing Impact and Benefits Agreement with
aboriginal communities; (xviii) the failure to secure and maintain
skilled employees and maintain key relationships with financing
partners, local communities and other stakeholders; (xix) risks
associated with ongoing issues of diamond breakage in the Renard
Diamond Mine process plant and the failure to realize the
anticipated benefits from plant modification measures within the
anticipated timeframe and expected capital cost, or at all; (xx)
the negative market effects of recent Indian demonetization and
continued impact on pricing and demand; (xxi) the effects of
competition in the markets in which Stornoway operates; (xxii)
operational and infrastructure risks; (xxiii) execution risk
relating to the development of an operating mine at the Renard
Diamond Mine; (xxiv) the Corporation being unable to meet its
Subject Diamonds Interest delivery obligations under the Purchase
and Sale Agreement; (xxv) future sales or issuances of Common
Shares lowering the Common Share price and diluting the interest of
existing shareholders; (xxvi) the risk of failure of information
systems; (xxvii) the risk that our insurance does not cover all
potential risks; (xxviii) the risks associated with our substantial
indebtedness and the failure to meet our debt service obligations;
and (xxix) the additional risk factors described herein and in
Stornoway’s annual and interim MD&A, its other disclosure
documents and Stornoway’s anticipation of and success in managing
the foregoing risks. Stornoway cautions that the foregoing list of
factors that may affect future results is not exhaustive and new,
unforeseeable risks may arise from time to time.