Stornoway Shareholders Overwhelmingly Approve Resolutions Relating
to Renard Project Financing Transactions
MONTREAL, QUEBEC--(Marketwired - Jun 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 |
This press release contains "forward-looking information"
within the meaning of Canadian securities legislation. This
information and these statements, referred to herein as
"forward-looking statements", are made as of the date of this press
release and the Corporation does not intend, and does not assume
any obligation, to update these forward-looking statements, except
as required by law.
Forward-looking statements relate to future events or future
performance and reflect current expectations or beliefs regarding
future events and include, but are not limited to, statements with
respect to the anticipated timing of the closing of the financing
transactions. Any statements that express or involve discussions
with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as
"expects", "anticipates", "plans", "projects", "estimates",
"assumes", "intends", "strategy", "goals", "objectives", "schedule"
or variations thereof or stating that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur
or be achieved, or the negative of any of these terms and similar
expressions) are not statements of historical fact and may be
forward-looking statements.
Forward-looking statements are made based upon certain
assumptions by Stornoway or its consultants and other important
factors that, if untrue, could cause the actual results,
performances or achievements of Stornoway to be materially
different from future results, performances or achievements
expressed or implied by such statements. Such statements and
information are based on numerous assumptions regarding present and
future business prospects and strategies and the environment in
which Stornoway will operate in the future, including the price of
diamonds, anticipated costs and Stornoway's ability to achieve its
goals, anticipated financial performance, regulatory developments,
development plans, exploration, development and mining activities
and commitments. Although management considers its
assumptions on such matters to be reasonable
based on information currently available to it, they may prove to
be incorrect. Certain important assumptions by Stornoway in making
forward-looking statements include, but are not limited to the
receipt of regulatory approvals on acceptable terms within commonly
experienced time frames. Additional risks are described in
Stornoway's most recently filed Annual Information Form, annual and
interim MD&A, the final short form prospectus
dated May 12, 2014 and other disclosure documents available under
the Corporation's profile at: www.sedar.com.
Matt MansonPresident and CEO416-304-1026 x101Orin
BaranowskyDirector, Investor Relations416-304-1026 x103 or toll
free at 1-877-331-2232M. Patrick GodinVice-president et Chef des
operations450-616-5555pgodin@stornowaydiamonds.comStornoway Diamond
CorporationWebsite: www.stornowaydiamonds.comEmail:
info@stornowaydiamonds.com