In This Article:
TSX and OTC: MPVD
TORONTO and NEW YORK, May 20, 2025 /CNW/ - Mountain Province Diamonds Inc. ("Mountain Province" or the "Company") (TSX and OTC: MPVD) is pleased to announce the results of voting by the shareholders of the Company during the virtual 2025 annual and special meeting of Mountain Province's shareholders (the "Meeting"). A total of 110,077,023 common shares were voted at the Meeting representing 51.92% of the issued and outstanding common shares.
The Company received the required shareholder approval under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and under the TSX Company Manual (the "Manual") for the previously announced CAD$33 million working capital facility (the "WCF") with Dunebridge Worldwide Ltd. ("Dunebridge").
| | Votes For | Votes Against | Excluded Votes | ||
| Number of Votes | Percentage of Votes | Number of Votes | Percentage of Votes | ||
| Approval of the WCF as required by the Manual | 27,303,441 | 98.40 % | 445,315 | 1.60 % | 75,446,071 |
| Approval for the WCF as required by MI 61-101 | 27,520,816 | 98.41 % | 445,315 | 1.59 % | 75,663,446 |
Mr. Dermot Desmond, through Vertigol Unlimited Company ("Vertigol"), is the ultimate beneficial holder of 75,446,071 common shares of the Company (the "Vertigol Shares"), representing over 35% of the Company's issued and outstanding shares, and on that basis, a "related party" of the Company under MI 61-101. Dunebridge is also ultimately beneficially owned by Mr. Desmond, and, as an affiliate of Vertigol under Mr. Desmond's common control, a "related party" of the Company under MI 61-101. Accordingly, for the purposes of the shareholder approval of the WCF under MI 61-101, the Vertigol Shares were excluded from the vote. Similarly, the 217,375 common shares registered to Mr. Jonathan Comerford, also a related party of Dunebridge, and accordingly, the Company, under MI 61-101, were excluded from the vote on the WCF in accordance with MI 61-101. For the purposes of the vote on the WCF under the Manual, the Vertigol Shares were excluded from the vote on the WCF in accordance with the Manual on the basis that Vertigol, as a control person of the company, and its affiliates, which includes Dunebridge, is an insider of the company.
The definitive terms of the WCF are incorporated into an amended and restated bridge credit facility agreement dated May 13, 2025 (the "A&R Bridge Facility Agreement") with Dunebridge Worldwide Ltd., ("Dunebridge") as administrative agent, security trustee and lender thereunder Having received shareholder approval at the Meeting in respect of the WCF, the Company has drawn down on the balance of the WCF and will use the WCF on a revolving basis in accordance with its terms.