SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Month Ended | Commission File Number |
December 2017 | 000-27322 |
MOUNTAIN PROVINCE DIAMONDS INC.
(Exact name of the registrant as specified in its charter)
ONTARIO
(Jurisdiction of Incorporation or Organization)
161 Bay Street, Suite 1410, P.O. Box 216
Toronto, Ontario, Canada M5J 2S1
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20F- or Form 40-F.
FORM 20-F o | FORM 40-F x |
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o | No x |
If "Yes" is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
EXHIBIT LIST
Exhibit | Description |
99.1 | News Release dated December 1, 2017 - Mountain Province Diamonds Prices New US$330,000,000 Senior Secured Second Lien Notes |
MOUNTAIN PROVINCE DIAMONDS INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
MOUNTAIN PROVINCE DIAMONDS INC. | ||
Date: December 1, 2017 |
By: | /s/ Perry Ing |
Perry Ing | ||
Chief Financial Officer |
Exhibit 99.1
Mountain Province Diamonds Prices New US$330,000,000 Senior Secured Second Lien Notes
TSX and NASDAQ: MPVD
TORONTO and NEW YORK, Dec. 1, 2017 /CNW/ - Mountain Province Diamonds Inc. ("Mountain Province", the "Company") (TSX and NASDAQ: MPVD) today announces the pricing of its offering of US$330,000,000 senior secured second lien notes due December 15, 2022 (the "Notes"), which are being offered on a private placement basis to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") ("Rule 144A") and outside the United States pursuant to Regulation S under the Securities Act ("Regulation S"). The coupon of the Notes will be 8.000% per year from the date of issuance, payable semi-annually in arrears. The notes will be issued at 97.992% of the aggregate principal amount. The Notes include a call provision allowing 10% of the aggregate amount of the securities issued to be called per year at 103% of par during the first two years. The offering is expected to close on December 11, 2017, subject to customary closing conditions.
Concurrent with the closing of the Notes offering on December 11, 2017, the Company intends to enter into a US$50 million first lien revolving credit agreement (the "Revolving Credit Agreement") with a banking group in order to maintain a liquidity cushion for general corporate purposes.
Mountain Province intends to 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 Revolving Credit Agreement.
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. The Notes have not been and will not be registered under the U.S. Securities Act, or any state securities law, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act and applicable state securities laws. The Notes will be offered only to qualified institutional buyers under Rule 144A and outside the United States under Regulation S. The Notes have not been and will not be offered for distribution by way of prospectus to the public under applicable Canadian securities laws and any offer or sale of the Notes will only be made on a private placement basis that is exempt from, or not subject to, the prospectus requirements of applicable Canadian securities laws.
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 closing of the Notes offering,
the use of proceeds therefrom 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.
View original content: http://www.newswire.ca/en/releases/archive/December2017/01/c1706.html
%CIK: 0001004530
For further information: Mountain Province Diamonds Inc., David Whittle, Interim President and CEO, 161 Bay Street, Suite 1410, Toronto, Ontario M5J 2S1, Phone: (416) 361-3562, E-mail: info@mountainprovince.com
CO: Mountain Province Diamonds Inc.
CNW 14:01e 01-DEC-17