Diaquem Inc.: Announcement
FOR: DIAQUEM INC.
MAY 4, 2012 - 09:52 ET
MONTRÉAL, QUÉBEC--(Marketwire - May 4, 2012) - Diaquem Inc. ("Diaquem"), a direct wholly-owned subsidiary of Soquem Inc. and an indirect wholly-owned subsidiary of Investissement Québec ("IQ"), granted, on May 3, 2012, a $20 million unsecured debt facility to Stornoway Diamond Corporation ("Stornoway") with the Fonds de solidarité des travailleurs du Québec (F.T.Q.) and the Fonds régional de solidarité FTQ Nord-du-Québec, S.E.C. (collectively, the "Fonds"). The loan has been provided 75% by the Fonds and 25% by Diaquem.
The loan will bear interest at a rate of 12% per annum, payable 100% in cash or 50% in cash and 50% in Stornoway shares prior to commencement of commercial production of the Renard Project of Stornoway, and 100% in cash thereafter. Principal is to be repaid in equal monthly instalments commencing approximately one month following the date of commercial production at the Renard Project of Stornoway, but not before May 3, 2016 and not later than May 3, 2017. The final maturity is May 3, 2021. In connection with the loan, Stornoway's subsidiary has granted the Lenders a 1% contingent secured royalty interest in the Renard Project which is only triggered upon the occurrence of certain specified events, such as a payment default or a default following a change of control of Stornoway, in each case capped at an amount equal to the aggregate value of the principal and interest then outstanding on the loan. The loan agreement contains additional representations, covenants and commitments customary for a facility of this nature.
In connection with the debt facility, Stornoway has granted Diaquem a total of 3,750,000 common share purchase warrants (the "Warrants"), each of which entitles the holder to acquire one common share in the share capital of Stornoway at a price of $1.21 for a period of 5 years following closing. Stornoway may accelerate the exercise of the Warrants if Stornoway's shares trade at a significant premium to the exercise price during the term of the Warrants. The Warrants and the common shares to be issued upon their exercise will be subject to a four-month and a day hold period following closing.
Diaquem holds 34,686,842 common shares of the Corporation, representing approximately 25% of the issued and outstanding common shares of the Corporation and 22,543,918 non-voting convertible shares, which represent 100% of the Corporation's issued and outstanding non-voting convertible shares. Further to the transaction, Diaquem now holds 3,750,000 Warrants and 2,548,975 common share purchase warrants entitling its holder to purchase common shares of Stornoway at a price of $1.20 per share until April 19, 2014.
The securities issued to Diaquem as part of the Private Placement were distributed pursuant to an exemption from the prospectus requirements as set out in section 2.3 of Regulation 45-106 respecting Prospectus and Registration Exemptions.
This transaction is a private transaction and therefore was not realized through the facilities of any stock exchange or other market. Diaquem holds the Warrants for investment purposes and, in accordance with applicable securities laws, may increase or decrease its investment depending on market conditions.
An early warning report in respect of the above noted transaction will be filed on SEDAR.
Diaquem is dedicated to undertaking exploration, development and mining activities for diamonds deposits throughout the province of Québec. The main asset of Diaquem is its investment in Stornoway Diamond Corporation which was acquired by selling its 50% share in the Ungava project (Foxtrot) located north of the Otish Mountains (James Bay area) to Stornoway Diamond Corporation in April 2011. In 1996, Ashton Mining of Canada Inc. entered into a 50-50 joint venture with Diaquem to carry out regional reconnaissance work. Ashton Mining has since been replaced by Stornoway Diamond Corporation. Exploration conducted by the joint venture has resulted in the discovery, in 2001, of a new field of kimberlitic intrusions.