Mountain Province Diamonds Inc. is pleased to announce further details regarding its proposed financing arrangement involving its largest shareholder, Mr. Dermot Desmond. While the arrangements are non-binding, Mountain Province is working with its largest shareholder, Mr. Dermot Desmond, to reach binding agreements in early 2022. The Proposed Arrangement is subject to, among other things, finalization of the specific terms thereof, negotiation and execution of definitive documentation, receipt of all required regulatory approvals, and the approval of the Company’s disinterested shareholders.
As described in a news release disseminated on December 29th, 2021, the Proposed Arrangement envisions a financing package which would provide US$50M that is subordinate to existing bonds. This new debt, as currently proposed, would bear an interest rate of 8% per annum, paid semi-annually until December 15, 2022. Following this date, the interest rate would be 2% above the margin on the second lien notes then outstanding. The maturity date of this new debt would be December 15, 2027. The Company notes that its existing US$25M first lien revolving facility which matures on March 31, 2022 is currently undrawn but is expected to be utilized in the upcoming weeks as the 2022 winter ice road to resupply the Gahcho Kué mine gets underway.
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Operating in Canada’s far north requires that all major supplies for the year are moved via an ice-road, leading to higher working capital requirements in the first half of the year, and lower requirements in the second half. Given this, by the end of 2022 the Company currently envisages to have an additional US$50M in cashflow to assist in its broader debt restructure.
As a part of the new financing package, 41 million share warrants at an exercise price of C$0.78 per common share are contemplated to be provided to the provider of the new facility, with the exercise price representing a 13% premium to the 5-day VWAP prior to the execution of the term sheet setting out the terms of the Proposed Arrangement, subject to TSX and regulatory approval. These warrants would expire on December 15th, 2027. It is expected that the provider of the new facility will be an entity ultimately beneficially owned by Mr. Desmond.
Mark Wall, the Company’s President and Chief Executive Officer, commented:
“We’re pleased to provide the market with further details on the proposed arrangement with our largest shareholder and stalwart supporter of the company, Mr. Dermot Desmond. As we drive towards the broader solution to the bonds maturing on December 15, 2022 the confidence of our largest shareholder will be critical in bringing this matter to a successful conclusion. The macro diamond market is also in our favor as we see the demand for Gahcho Kué diamonds continuing to rise as we fill the supply gap opened up by the depletion of the closed Argyll mine inventory. When looked at as a whole, we have a fantastic operating asset in Gahcho Kue, in Canada, as well as some 107,000 hectares of highly prospective ground which is 100% owned by Mountain Province Diamonds and completely surrounds the existing mine infrastructure, setting up the foundation for a profitable and long-life mining company.”
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The Proposed Arrangement is subject to the requirements imposed on related party transactions under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Proposed Arrangement is also subject to the approval of the Toronto Stock Exchange (the “TSX“) and the approval of the Company’s disinterested shareholders in accordance with MI 61-101 and the rules of the TSX.
The Proposed Arrangement remains non-binding and subject to execution of definitive documentation and the approvals described above. There can be no assurance that the Proposed Arrangement will be completed on the terms described herein or at all.
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