Stornoway Shareholders Overwhelmingly Approve Resolutions Relating to
posted on
Jul 04, 2014 01:21PM
Edit this title from the Fast Facts Section
MONTREAL, QUEBEC--(Marketwired - June 26, 2014) - Stornoway Diamond Corporation (TSX:SWY) (the "Corporation" or "Stornoway") is pleased to announce the results of voting at its special meeting of shareholders held earlier today on June 26, 2014 in Montréal, Québec (the "Special Meeting") on resolutions relating to the comprehensive financing plan for the Renard Diamond Project which was first announced on April 9th, 2014.
Resolution Approving Transactions with Investissement Québec
At the Special Meeting, approximately 96.6% of the votes cast by holders of Common Shares (the "Common Shareholders") present (or represented by proxy) and eligible to vote on such resolution (which excluded votes cast by Investissement Québec ("IQ") and its directors and officers), approved the resolution authorizing a series of transactions involving various wholly-owned subsidiaries of IQ, including a senior secured loan and various private placements of securities of the Corporation and, consequently, such resolution was duly adopted.
Resolution Approving Various Private Placements
At the Special Meeting, approximately 98.0% of the votes cast by Common Shareholders present (or represented by proxy) approved the resolution authorizing the issuance by private placement, of Common Shares and securities convertible into, or exercisable for, Common Shares to various parties to the financing transactions and, consequently, such resolution was duly adopted.
Special Resolution Approving the Amendment to the Articles of Continuance
At the Special Meeting, approximately 98.3% of the votes cast by Common Shareholders present (or represented by proxy), 100% of the votes cast by the holder of the Corporation's Non-Voting Convertible Shares that were issued and outstanding on the record date, and approximately 98.7% of the votes cast by Common Shareholders and the holder of Non-Voting Convertible Shares, voting together, present (or represented by proxy), approved the special resolution authorizing an amendment to the articles of continuance of the Corporation in order to cancel and repeal the Corporation's Non-Voting Convertible Shares and the rights, privileges, restrictions and conditions attaching thereto and, consequently, such resolution was duly adopted.
Final voting results on all matters voted on at the Special Meeting will be published shortly on the System for Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedar.com.
Next Steps
The approval by Stornoway's shareholders of these resolutions is a necessary condition for the completion of the series of transactions contemplated in the financing commitment agreement entered into by Stornoway with Orion Co-Investments I Limited, Ressources Québec (a wholly-owned subsidiary of IQ) and the Caisse de dépôt et placement du Québec on April 9, 2014, as amended on May 7, 2014 and May 12, 2014. Final closing of these transactions will follow upon the completion of definitive documentation between the parties and the receipt of all remaining regulatory approvals.
In addition, in contemplation of the anticipated closing of these financing transactions in the coming days, Stornoway and Diaquem Inc. have agreed to further extend the maturity date of Stornoway's existing $20 million unsecured non-revolving bridge credit facility with Diaquem Inc. to the earliest to occur of (a) the day on which the conditions precedent to the closing of the first tranche of the senior secured loan as part of the financing transactions are satisfied or waived, (b) June 30, 2017 and (c) the date on which the amount outstanding under the bridge facility is accelerated in accordance with its terms, and, in the event the closing of the financing transactions has not occurred by July 31, 2014, the extended maturity date of the bridge facility would be August 1, 2014. Accrued and unpaid interest will be added to the principal amount under the bridge facility and will be payable at maturity in cash. Under the terms of the amendment, Stornoway will no longer have the right to satisfy up to 50% of the interest payable under the bridge facility in common shares of Stornoway.
About the Renard Diamond Project
The Renard Diamond Project is located approximately 250 km north of the Cree community of Mistissini and 350 km north of Chibougamau in the James Bay region of north-central Québec. In November 2011, Stornoway released the results of a Feasibility Study at Renard, followed by an Optimization Study in January 2013, which highlighted the potential of the project to become a significant producer of high value rough diamonds over a long mine life. Probable Mineral Reserves, as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), stand at 17.9 million carats. Total Indicated Mineral Resources, inclusive of the Mineral Reserve, stand at 27.1 million carats, with a further 16.85 million carats classified as Inferred Mineral Resources, and 25.7 to 47.8 million carats classified as non-resource exploration upside. Readers are cautioned that the potential quality and grade of any target for further exploration is conceptual in nature, there has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the target being delineated as a Mineral Resource. All kimberlites remain open at depth. Readers are referred to the technical report dated December 29th, 2011 in respect of the November 2011 Feasibility Study for the Renard Diamond Project, and the technical report dated February 28th, 2013 in respect of the January 2013 Optimization Study, for further details and assumptions relating to the project. Disclosure of a scientific or technical nature in this press release was prepared under the supervision of Robin Hopkins, P.Geol. (NT/NU), Vice President, Exploration, a "qualified person" under NI 43-101.
About Stornoway Diamond Corporation
Stornoway is a leading Canadian diamond exploration and development company listed on the Toronto Stock Exchange under the symbol SWY and headquartered in Montreal. Our flagship asset is the 100% owned Renard Diamond Project, on track to becoming Québec's first diamond mine. Stornoway is a growth oriented company with a world class asset, in one of the world's best mining jurisdictions, in one of the world's great mining businesses.
On behalf of the Board |
STORNOWAY DIAMOND CORPORATION |
/s/ "Matt Manson" |
Matt Manson |
President and Chief Executive |