TORONTO, April 13, 2018 /CNW/ - Mountain Province
Diamonds Inc. (TSX and NASDAQ: MPVD) ("Mountain Province") and Kennady Diamonds
Inc. (TSX-V: KDI) ("Kennady") are pleased to announce the
successful completion of their previously announced business
combination, pursuant to which Mountain
Province has acquired all of the common shares of Kennady by
way of a court approved plan of arrangement (the
"Arrangement").
Under the terms of the Arrangement, holders of Kennady Shares
(other than Mountain Province)
received 0.975 Mountain Province Shares in exchange for each
Kennady Share held (the "Exchange
Ratio").
"Mountain Province is well
positioned for future growth with the completion of this Kennady
acquisition, given Kennady's already-established resource base as
well as the success Kennady continues to achieve through its
ongoing exploration endeavours", commented David Whittle, Interim President and Chief
Executive Officer of Mountain
Province.
With the Arrangement now complete, Mountain Province intends to cause the Kennady
Shares to be delisted from the TSX Venture Exchange and Kennady
intends to submit an application to the applicable securities
regulators to cease to be a reporting issuer and to terminate its
public reporting obligations.
Each of the directors and officers of Kennady tendered their
resignation effective upon the completion of the Arrangement and
have been replaced by David Whittle
(Director, Chief Executive Officer) and Perry Ing (Chief Financial Officer and Corporate
Secretary).
Further details regarding the Arrangement are set out in the
joint management information circular of Mountain Province and Kennady dated
March 5, 2018, which is available on
Mountain Province's website at
www.mountainprovince.com and on Kennady's website at
www.kennadydiamonds.com/investors/mpvd-transaction, and on SEDAR
under the issuer profiles of Mountain
Province and Kennady, respectively, at www.sedar.com.
Early Warning Reporting
By virtue of its acquisition of all of the issued and
outstanding Kennady Shares under the Arrangement, Mountain Province is required to file an early
warning report pursuant to to National Instrument 62-103– The
Early Warning System and Related Take-Over Bid and Insider
Reporting Issues (the "Early Warning Report"). A copy of
the Early Warning Report will be filed on SEDAR under Kennady's
profile at www.sedar.com in due course.
Prior to the completion of the Arrangement, Mountain Province owned 3,000,000 Kennady
Shares, representing approximately 5.6% of the issued and
outstanding Kennady Shares. Following completion of the
Arrangement, Mountain Province
owns 100% of the issued and outstanding Kennady Shares. The implied
equity value for Kennady based on the Exchange Ratio is
approximately C$176 million.
About Mountain Province Diamonds Inc.
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.
About Kennady Diamonds Inc.
Kennady Diamonds Inc. owns 100% of the Kennady North diamond
project located in Canada's
Northwest Territories. Kennady
North is adjacent to the Gahcho Kué diamond mine. Kennady is
focused on expanding its high-grade diamond resources along the
Kelvin-Faraday kimberlite corridor, as well as identifying new
kimberlites outside of the corridor. To date an indicated resource
of 13.62 million carats of diamonds contained in 8.50 million
tonnes of kimberlite, with a grade of 1.60 carats per tonne and an
average value of US$63 per carat, has
been defined for the Kelvin kimberlite and an inferred resource of
5.02 million carats contained in 3.27 million tonnes of kimberlite,
with a grade of 1.54 carats per tonne and an average value of
US$98 per carat, has been defined for
the Faraday kimberlites using a 1mm bottom cutoff size. The
Kelvin–Faraday corridor is also a target for further
exploration.
Disclaimers and 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 the business, operations and financial
performance and condition of Mountain Province Diamonds Inc. and
Kennady Diamonds Inc. (collectively, the "Corporations").
Forward-looking statements and forward-looking information include,
but are not limited to, statements with respect to the anticipated
benefits of the Arrangement to Mountain
Province and Mountain Province Shareholders; the anticipated
benefits of the Arrangement to Kennady and Kennady Shareholders;
the timing and ability of Mountain
Province to cause the Kennady Shares to be delisted from the
TSX Venture Exchange; an application by Kennady to cease to be a
reporting issuer and to terminate its public reporting
requirements; the length of the current market cycle and
requirements for an issuer to survive in the current market cycle;
future growth potential of the Corporations and their respective
business; future mine development plans; estimated production and
mine life of the Corporations' projects; the realization of mineral
reserve estimates; the timing and amount of estimated future
production; costs of production; the future price of diamonds; the
estimation of mineral reserves and resources; the ability to manage
debt; capital expenditures; the ability to obtain permits for
operations; liquidity; tax rates; strategic plans; future
operations; future work programs and objectives; and currency
exchange rate fluctuations. Except for statements of historical
fact relating to the Corporations, certain information contained
herein constitutes forward-looking statements. 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, including, without limitation, the realization of the
anticipated benefits derived from the Arrangement for shareholders
of the Corporations and the view on (i) the quality and the
potential of the Corporations' assets, and (ii) the potential of
the combined entity. Forward-looking statements are based on the
opinions and estimates of management of each of the Corporations 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 the Corporations, there is no assurance
they will prove to be correct and are not guarantees of future
performance and actual results may differ materially from those in
the forward-looking statements.
These forward-looking statements are based on reasonable
assumptions and estimates of management of Mountain Province and Kennady, as the case may
be, at the time such statements were made. Actual future results
may differ materially as forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Mountain Province or Kennady, as the case may
be, to materially differ from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors, among other things, include: the
synergies expected from the Arrangement not being realized;
business integration risks; fluctuations in general macroeconomic
conditions; fluctuations in securities markets and the market price
of Mountain Province Shares; change in national and local
government, legislation, taxation, controls, regulations and
political or economic developments; variations in ore grade or
recovery rates; changes in market conditions; changes in project
parameters; mine sequencing; production rates; cash flow; risks
relating to the availability and timeliness of permitting and
governmental approvals; supply of, and demand for, diamonds;
fluctuating commodity prices and currency exchange rates; the
possibility of project cost overruns or unanticipated costs and
expenses; labour disputes and other risks of the mining industry;
and failure of plant, equipment or processes to operate as
anticipated.
Although the Corporations have attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
The Corporations undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise except as required by
applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking statements. Statements concerning
mineral reserve and resource estimates may also be deemed to
constitute forward-looking statements to the extent they involve
estimates of the mineralization that will be encountered as the
property is developed. Further, the Corporations may make changes
to their respective business plans that could affect results. The
principal assets of Mountain
Province are administered pursuant to a joint venture under
which Mountain Province is not the
operator. Mountain Province is
exposed to actions taken or omissions made by the operator within
its prerogative and/or determinations made by the joint venture
under its terms. Such actions or omissions may impact the future
performance of Mountain Province
and the combined company. Under its current note and revolving
credit facilities Mountain
Province is subject to certain limitations on its ability to
pay dividends on common stock. The declaration of dividends is at
the discretion of Mountain
Province's Board of Directors, subject to the limitations
under the its debt facilities, and will depend on Mountain Province's financial results, cash
requirements, future prospects, and other factors deemed relevant
by its board.
Readers should not place undue reliance on the
forward‐looking statements and information contained
in this news release. Except as required by law, Kennady and
Mountain Province assume no
obligation to update the forward‐looking statements
of beliefs, opinions, projections, or other factors, should they
change, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
No stock exchange, securities commission or other regulatory
authority has approved or disapproved of the information contained
herein. 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.
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SOURCE Mountain Province Diamonds Inc.