TORONTO, April 11, 2018 /CNW/ - Mountain Province Diamonds
Inc. (TSX and NASDAQ: MPVD) ("Mountain
Province") and Kennady Diamonds Inc. (TSX-V: KDI)
("Kennady") are pleased to announce they have received final
approval of the Ontario Superior Court of Justice (Commercial List)
for their proposed business combination pursuant to a plan of
arrangement (the "Arrangement"). Mountain Province and Kennady currently
anticipate the closing of the Arrangement to occur on
April 13, 2018, subject to the
satisfaction or waiver of all conditions precedent.
Under the terms of the Arrangement, holders of common shares of
Kennady (the "Kennady Shares") (other than Mountain Province) will be entitled to receive
0.975 common shares of Mountain Province in exchange for each
Kennady Share held. 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.
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 exchange ratio at which Kennady shares will be exchanged for
Mountain Province Shares and value of the Mountain Province Shares
being delivered as arrangement consideration; the timing and
receipt of the required stock exchange and regulatory approvals for
the Arrangement; the timing and ability of the Corporations to
satisfy the conditions precedent to completing the Arrangement; the
closing of the Arrangement; the timing and receipt of the required
stock exchange and regulatory approvals for the Arrangement; 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, that all conditions precedent to the
Arrangement will be met and the realization of the anticipated
benefits derived therefrom for shareholders of the Corporations and
the view on (i) the quality and the potential of the Corporations'
assets, (ii) the consideration offered to Kennady's shareholders,
and (iii) 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: satisfaction
or waiver of all applicable conditions to closing of the
Arrangement (including receipt of all necessary stock exchange and
regulatory approvals or consents and the absence of material
changes with respect to the parties and their respective
businesses, all as more particularly set forth in the arrangement
agreement between Mountain
Province and Kennady dated January
28, 2018, as amended March 5,
2018); 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 and Kennady 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.
SOURCE Mountain Province Diamonds Inc.