TORONTO, Oct. 1, 2026 /CNW/ -- Mountain Province Diamonds Inc. ("Mountain Province" or the "Company") announces today that it has entered into a consensual restructuring implementation agreement (the "Restructuring Agreement") with De Beers Canada Inc. ("De Beers"), Dunebridge Worldwide Ltd. ("Dunebridge"), the lender under the Company's junior and bridge credit facilities, and the beneficial holders (the "Noteholders") of the Company's senior secured lien notes due December 2027 (the "Notes"). The agreement provides for De Beers to assume full ownership of the Gahcho Kué diamond mine in the Northwest Territories (the "GK Mine") releases the Mountain Province entities from associated obligations and liabilities and preserves rights that allow the Company to regain an ownership interest in the GK Mine in the future.
In accordance with the Restructuring Agreement, the parties have agreed that De Beers will obtain the 49% participating interest of 2435386 Ontario Inc. ("JVCo"), a wholly owned subsidiary of the Company, in the GK Mine (the "MPV Participating Interest") in satisfaction of the remaining reclamation payments and all other debts owing to De Beers under the amended and restated joint venture agreement dated March 18, 2025 (the "JVA") and the payment and security agreement dated February 24, 2025 (as amended) (the "Payment and Security Agreement"), each as between the Company, JVCo and De Beers, (the "Transaction"). The remaining reclamation payments represent the Company's share of the decommissioning, reclamation and environmental clean-up costs at the GK Mine (the "Decommissioning Costs").
Jonathan Comerford, President and CEO of Mountain Province, commented: "This agreement follows an extensive review of the alternatives available to the Company against the backdrop of a material decline in diamond prices over the past year, driven in the main by tariff-related uncertainty and the conflict in the Middle East. It provides the most credible path to protect stakeholder value in the current circumstances. It removes all liabilities, provides greater certainty for the employees and communities connected to Gahcho Kué, and preserves rights that allow Mountain Province to participate again in the mine's future. The Noteholders and Dunebridge have also agreed to provide the Company with a six-month period during which interest and capital repayments and the exercise of specified rights will be suspended, giving the Company time to restructure its balance sheet and pursue new funding. If diamond market conditions continue to improve, that funding could support the future exercise of the Company's rights in relation to Gahcho Kué and the continued development of the Kennady diamonds assets."
Under the terms of the Restructuring Agreement, upon completion of the Transaction, among other things: (i) De Beers will be the sole owner of the GK Mine holding 100% of the participating interest in the GK Mine; (ii) the Company and its subsidiaries will be unconditionally and irrevocably released, waived and forever discharged from the remainder of any outstanding indebtedness owing to De Beers under the JVA, the Payment and Security Agreement, the credit support agreements between De Beers and JVCo (the "CSRs"), the security documents, any guarantee or any other obligation contingent on or related to, or otherwise arising in connection with the joint venture with De Beers, together with all accrued and unpaid interest thereon (the "Specified Debt"); and (iii) each of the JVA, the Payment and Security Agreement, the related security documents, certain acknowledgments as between De Beers and the Company's other secured creditors and the CSRs will be terminated and of no further force and effect (the "Terminated Agreements").
Right of First Refusal/Offer and Option on the GK Mine
The Restructuring Agreement provides JVCo with a right of first offer and right of first refusal ("ROFO/ROFR") to acquire the GK Mine and/or the mineral rights of the GK Mine in the event that De Beers elects to sell all or substantially all of the GK Mine or mineral rights following completion of the Transaction.
The Restructuring Agreement also provides JVCo with an option (the "Option") to purchase the MPV Participating Interest (the "Option Interest") then held by De Beers at any time prior to December 31, 2029, for a price equivalent to the share of Decommissioning Costs attributable to the MPV Participating Interest.
About Mountain Province Diamonds Inc.
Mountain Province controls more than 96,000 hectares of highly prospective mineral claims and leases surrounding the GK Mine located in Canada's Northwest Territories that include an indicated mineral resource for the Kelvin kimberlite and inferred mineral resources for the Faraday kimberlites.
For further information on Mountain Province Diamonds and to receive news releases by email, visit the Company's website at www.mountainprovince.com.
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 Forward-looking statements and forward-looking information include, but are not limited to: statements regarding the Transaction and its expected timing and effects; the release and discharge of MPD and its subsidiaries from the Specified Debt and the termination of the Terminated Agreements; De Beers' assumption of liability for the Decommissioning Costs attributable to the MPV Participating Interest; the Company's continued control of the mineral claims and leases surrounding the GK Mine; and the ROFO/ROFR and Option and the terms thereof.
Except for statements of historical fact relating to Mountain Province, 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. 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: the negotiating stances taken by the parties; the possibility of valid objections to the Transaction; risks related to the timing and completion of the Transaction; fluctuating commodity prices and currency exchange rates; the risks and uncertainties inherent in the mining industry; and other factors that may affect the Company's ability to exercise the ROFO/ROFR or the Option.
Risk factors with respect to the Company's business are discussed in greater detail in Mountain Province's Annual Information Form and in the most recent MD&A filed on SEDAR+, which also provide additional general assumptions in connection with these statements. Mountain Province cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Mountain Province believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.
Although Mountain Province has 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. Mountain Province undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.
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SOURCE Mountain Province Diamonds Inc.
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