Mountain Province Diamonds Announces C$95M Rights Offering

Shares Issued and Outstanding: 135,204,550
TSX: MPV
NASDAQ: MDM

TORONTO and NEW YORK, Feb. 18, 2015 /CNW/ - Mountain Province Diamonds Inc. ("Mountain Province" or the "Company") (TSX: MPV, NASDAQ: MDM) announced today that the Company is undertaking a C$95M rights offering (the "Offering") in order to fund a US$75M cost overrun facility (the "Overrun Facility"), the arrangement of which is a condition precedent to drawdown of the previously announced US$370M term loan facility. The Company's major shareholder, Mr. Dermot Desmond, has advised the Company that he intends to fully exercise his rights under the Offering. In addition, the Company has entered into a standby agreement (the "Standby Agreement") with Mr. Desmond in terms of which Mr. Desmond has undertaken to fully subscribe for those rights not otherwise subscribed for under the Offering.

The Company will be offering rights ("Rights") to holders of its common shares ("Common Shares") of record at the close of business on February 27, 2015 (the "Record Date"), expiring at 5:00 p.m. (Toronto time) on March 30, 2015 (the "Expiry Date"). The Offering is subject to regulatory approval, including that of the Toronto Stock Exchange (the "TSX").

The Company will issue to registered holders of outstanding Common Shares as of the Record Date one Right for each Common Share held. Under the terms of the Offering, every 5.69 Rights will entitle the holder thereof to purchase one Common Share at a subscription price of $4.00 per Common Share. Shareholders who fully exercise their Rights may subscribe pro rata for any additional Common Shares not otherwise subscribed for before the Expiry Date. The subscription price of $4.00 per Common Share is equal to a discount of approximately 16.1% from the volume weighted average trading price of the common shares on the TSX for the 5 day period ending on February 17, 2015.

The Rights are expected to be listed and posted for trading on the TSX under the symbol "MPV.RT" commencing on February 25, 2015 and to remain listed and posted for trading until 12:00 p.m. (Toronto time) on the Expiry Date. Rights not exercised on or before 5:00 p.m. (Toronto time) on the Expiry Date will be void and have no value.

Pursuant to the Standby Agreement, Mr. Desmond has committed to subscribe for any Common Shares not otherwise subscribed for by Rights holders under the Offering. As compensation for performing his obligations under the Standby Agreement, the Company will pay to Mr. Desmond a fee equal to 3.0% of the aggregate subscription price to be paid for the 23,761,783 Common Shares to be issued under the Offering, which fee may be paid by the Company to Mr. Desmond in cash or, if agreed to by the Company and Mr. Desmond, and subject to TSX approval and the approval of shareholders of the Company, in Common Shares.

The Offering is expected to increase the number of issued and outstanding Common Shares by approximately 17.54%. The Board of Directors of the Company has directed that funds raised under the Overrun Facility that may be surplus to the requirements of the US$370M term loan facility upon achievement of commercial production at the Gahcho Kué diamond mine should be used for the benefit of shareholders, which may include a future determination to return such funds to shareholders by way of a future share buyback or special dividend, as the Board may determine appropriate at such time. 

The Offering will be made in all provinces of Canada (except in Québec), and in such other jurisdictions where the Company is eligible to make such an offering. More details concerning the Offering and the procedures to be followed by holders of Rights will be contained in the rights offering circular of the Company (the "Circular"), which will be mailed to eligible shareholders shortly after the Record Date.

The Company intends to file with the U.S. Securities and Exchange Commission a registration statement on Form F-7 covering the Offering, and the distribution of Rights and commencement of the Offering will occur promptly following the effectiveness of that registration statement.

This news release is not an offer of securities for sale in the United States. The securities to be offered in the Offering described above may not be offered or sold in the United States absent registration under the U.S. Securities Act, or an exemption from registration. Public offerings of securities in the United States will be made by means of a prospectus that may be obtained from the Company that will contain detailed information about the Company and management, as well as financial statements.

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Mountain Province Diamonds is a 49% participant with De Beers Canada in the Gahcho Kué diamond mine located in Canada's Northwest Territories. The Gahcho Kué Project consists of a cluster of four diamondiferous kimberlites, three of which have a probable mineral reserve of 35.4 million tonnes grading 1.57 carats per tonne for total diamond content of 55.5 million carats.

Gahcho Kué is the world's largest and richest new diamond development project. A 2014 NI 43-101 feasibility study report filed by Mountain Province (available on SEDAR) indicates that the Gahcho Kué project has an IRR of 32.6%.

The Gahcho Kué Joint Venture has received approval for a Class A Land Use Permit and Type A Water License, permits required for the completion of construction of the Gahcho Kué diamond mine. As at the end of January 2015 the overall project development was more than 50 percent complete and the project remains on schedule to achieve first production during H2 2016.

Qualified Person
This news release has been prepared under the supervision of Carl G. Verley, P.Geo., who serves as the qualified person under National Instrument 43-101.

Forward-Looking Statements
This news release includes certain information that may constitute "forward-looking information" under applicable Canadian and US securities legislation. Forward-looking information includes, but is not limited to, the expected terms and timing of the Offering, whether the Company will obtain the approvals required for the Offering to proceed, information relating to the expected participation in the Offering, including pursuant to the Stand-By Agreement, the expected proceeds and use of proceeds of the Offering, the establishment of the Overrun Facility, and the Company's strategic plans, future operations, future work programs and objectives. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE Mountain Province Diamonds Inc.