Mr. Jonathan Comerford reports
MOUNTAIN PROVINCE DIAMONDS EXTENDS MATURITY ON CREDIT FACILITY AND SELLS US$999,999 OF DIAMOND SALE RECEIVABLES
Mountain Province Diamonds Inc. is (a)
extending the maturity date on its term loan and the principal repayment date under the working capital facility to June 30, 2026; and (b)
selling its right, title and interest to $999,999 (U.S.) of receivables from the sale of its share of diamonds from the Gahcho Kue diamond mine (the GK mine) in the Northwest Territories for a purchase price of $833,000 (U.S.).
Fourth amending agreement
The company has entered into a fourth amending agreement with Dunebridge Worldwide Ltd., as administrative agent, security trustee and lender thereunder, a related party of the company, extending the maturity date on the $40-million (U.S.) term loan facility and the date for repayment of the principal amount of the $33-million (U.S.) working capital facility (the WCF) from April 30, 2026, to June 30, 2026. The WCF and term loan are governed by the amended and restated bridge credit facility agreement dated May 13, 2025, as further amended by amendment No. 1, amendment No. 2 and amendment No. 3 dated July 25, 2025, Nov. 18, 2025, and March 17, 2026, respectively.
Sale of receivable
The company also announces today that it has sold $999,999 (U.S.) of the proceeds from the sale of diamonds from the GK mine, to which 2435386 Ontario Inc. (386), a wholly owned subsidiary of the company, is entitled under its 49-per-cent joint venture interest in such mine, to Dermot Desmond under a purchase and sale agreement between the company, 386 and Mr. Desmond. The purchase price for the purchased receivables will be paid to the company immediately, providing the company with the operating capital necessary to continue operations in the near term while the company reviews its strategic alternatives.
The rights of Mr. Desmond to payment of purchased receivables are subject to the rights of De Beers Canada Inc. to such purchased receivables under the in-kind election notices (each, an IKE notice)received to date from De Beers to effectively garnish 386's portion of the diamonds from the mine under the amended and restated joint venture agreement between the company, 386 and De Beers dated March 18, 2025 (the JVA).
The company and De Beers continue to discuss how best to address the cash flow matters and manage the joint venture going forward, given the current market difficulties. In order to allow these discussions to continue, De Beers continues to issue a new IKE notice to the extent any prior IKE notice is not fully paid by the applicable due date, such that the unpaid balance will be payable in 60 days from the date of the new IKE notice.
Review and approval process
The fourth amending agreement and the purchase and sale agreement were considered by the same special committee of independent directors of the company created to consider the WCF, and other previously announced refinancing transactions involving Dunebridge and Mr. Desmond, each related parties of the company. The special committee reviewed the fourth amending agreement and the purchase and sale agreement and, owing in material part to the financial condition of the company and various other factors, recommended that the board approve the fourth amending agreement and the purchase and sale agreement.
The board received the recommendation of the special committee and unanimously approved the fourth amending agreement and the purchase and sale agreement. Two members of the board, Jonathan Comerford and Mr. Desmond, having declared conflicts of interest, abstained from voting on the fourth amending agreement and the purchase and sale agreement.
Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions -- exemption for financial difficulty
Vertigol Unlimited Company is the beneficial holder of 75,446,071 shares of the company, which represents over 35 per cent of the company's issued and outstanding shares. Mr. Desmond is the ultimate beneficial owner of Vertigol and accordingly, both Vertigol and Mr. Desmond are a related party (as defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions). Dunebridge, is also ultimately beneficially owned by Mr. Desmond, which makes Dunebridge an affiliate of Vertigol, and a related party of the company under MI 61-101.
Neither the fourth amending agreement nor the purchase and sale agreement affect the shareholdings of any of Vertigol, Mr. Desmond or Dunebridge. The execution and delivery of the fourth amending agreement and the purchase and sale agreement constitute related party transactions within the meaning of MI 61-101 as the fourth amending agreement materially amends the terms of an outstanding credit facility with the related party and pursuant to the purchase and sale agreement the company is selling an asset to the related party. The company is relying on the exemption from the formal valuation and minority shareholder approval requirements applicable to a related party transaction provided under Section 5.5(g) and 5.7(1)(e) of MI 61-101 on the grounds that the company is in serious financial difficulty, that the fourth amending agreement and purchase and sale agreement are each designed to improve the financial position of the company and that the board, acting in good faith, and all of the company's independent directors, acting in good faith determined that, the terms of both agreements are reasonable given the difficulties that the company is facing.
About Mountain Province Diamonds Inc.
Mountain Province is a 49-per-cent participant with De Beers in the Gahcho Kue diamond mine located in Canada's Northwest Territories. The GK mine joint venture property consists of several kimberlites that are actively being mined, developed and explored for future development. The company also controls more than 96,000 hectares of highly prospective mineral claims and leases surrounding the GK mine that include an indicated mineral resource for the Kelvin kimberlite and inferred mineral resources for the Faraday kimberlites.
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