Mountain Province Diamonds Announces Voting Results from 2025 Annual and Special Meeting of Shareholders

Rhea-AI Summary

Mountain Province Diamonds (MPVDF) held its 2025 annual and special meeting with 51.92% of shareholders participating. The company received approval for a CAD$33 million working capital facility (WCF) with Dunebridge Worldwide Ltd., with 98.40% of eligible votes supporting the measure. The WCF required special approval due to Dermot Desmond's related party status, as he controls both Dunebridge and Vertigol Unlimited Company, which owns over 35% of Mountain Province shares. All six nominated directors were successfully elected with strong support ranging from 94.67% to 99.33%. KPMG was reappointed as the company's auditor.

Positive

• Overwhelming shareholder approval (98.40%) for the CAD$33 million working capital facility
• Strong support for board members with approval ratings above 94% for all directors
• Successful securing of additional working capital through the revolving facility

Negative

• High concentration of ownership with one individual (Dermot Desmond) controlling over 35% of shares
• Need for additional working capital through debt facility suggests potential liquidity concerns

Insights

Financial Analyst

Mountain Province secured CAD$33M working capital facility from related party Dunebridge with strong shareholder approval.

Mountain Province Diamonds has successfully obtained shareholder approval for a CAD$33 million working capital facility (WCF) with Dunebridge Worldwide Ltd., receiving overwhelming support with 98.4% of votes cast in favor. This financing transaction required special approval under Multilateral Instrument 61-101 and TSX regulations because Dunebridge is ultimately owned by Mr. Dermot Desmond, who already controls over 35% of Mountain Province's shares through Vertigol Unlimited Company.

The approval process excluded Desmond's 75,446,071 shares and related party votes from the tally, ensuring minority shareholder interests were properly represented. With the shareholder approval secured, the company has already drawn down on the balance of the facility and will use it on a revolving basis according to its terms.

This working capital infusion is significant for Mountain Province, as diamond mining operations typically require substantial ongoing capital for operations. The company's ability to secure this facility from a related party suggests continued support from its major shareholder but also indicates potential challenges in securing traditional bank financing. The CAD$33 million facility provides crucial operational flexibility while the company navigates the cyclical diamond market. Notably, the high approval rate (98.4%) demonstrates strong shareholder confidence in this financing arrangement despite its related-party nature.

TSX and OTC: MPVD

TORONTO and NEW YORK, May 20, 2025 /PRNewswire/ - 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.

Shareholders also elected the following directors to hold office until the next annual meeting of shareholders as detailed in the table below:

Name of Nominee	Votes For		Votes Withheld
	Number of Votes	Percentage of Votes	Number of Votes	Percentage of Votes
Jonathan Comerford	97,899,568	94.67 %	5,512,634	5.33 %
Mark Wall	97,971,881	94.74 %	5,440,321	5.26 %
Brett Desmond	98,218,006	94.98 %	5,194,196	5.02 %
Karen Goracke	102,718,019	99.33 %	694,183	0.67 %
Daniel Johnson	102,616,499	99.23 %	795,703	0.77 %
Jeff Swinoga	102,629,238	99.24 %	782,964	0.76 %

KPMG was also re-appointed as auditor of the Corporation, with remuneration to be fixed by the directors.

About Mountain Province Diamonds Inc.

Mountain Province is a 49% participant with De Beers in the GK Mine located in Canada's Northwest Territories. The Gahcho Kué 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. 

For further information on Mountain Province Diamonds and to receive news releases by email, visit the Company's website at www.mountainprovince.com.

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SOURCE Mountain Province Diamonds Inc.

FAQ

What was the outcome of Mountain Province Diamonds' (MPVDF) 2025 shareholder meeting?

The meeting approved a CAD$33 million working capital facility with Dunebridge Worldwide Ltd. with 98.40% support, and elected six directors with approval ratings above 94%. KPMG was also reappointed as auditor.

How much of Mountain Province Diamonds (MPVDF) does Dermot Desmond control?

Through Vertigol Unlimited Company, Dermot Desmond beneficially owns 75,446,071 shares, representing over 35% of the company's issued and outstanding shares.

What is the size and purpose of MPVDF's new working capital facility?

The working capital facility is CAD$33 million, provided by Dunebridge Worldwide Ltd., and will be used by the company on a revolving basis for working capital purposes.

Who are the newly elected directors of Mountain Province Diamonds?

The elected directors are Jonathan Comerford, Mark Wall, Brett Desmond, Karen Goracke, Daniel Johnson, and Jeff Swinoga, with approval ratings ranging from 94.67% to 99.33%.