Exhibit 99.1
Management’s Discussion and Analysis
For the Three Months and Six Months Ended June 30, 2015
TSX: MPV | NASDAQ:MDM
MOUNTAIN PROVINCE DIAMONDS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015
| TABLE OF CONTENTS | Page |
| Company Overview | 3 |
| Highlights | 3 |
| Gahcho Kué Diamond Mine | 3 |
| Financing Transactions | 9 |
| Results of Operations | 12 |
| Financial Review | 13 |
| Summary of Quarterly Results | 13 |
| Costs and Expenses | 14 |
| Income and Resource Taxes | 15 |
| Financial Position and Liquidity | 15 |
| Off-Balance Sheet Arrangements | 16 |
| Financial Instruments Risks | 16 |
| Significant Accounting Judgements, Estimates and Assumptions | 17 |
| Standards, Amendments and Interpretation to Existing Standards | 18 |
| Related Party Transactions | 18 |
| Contractual Obligations | 19 |
| Other MD&A Analysis Requirements | 20 |
| Disclosure of Outstanding Share Data | 20 |
| Controls and Procedures | 21 |
| Cautionary Note Regarding Forward-Looking Statements | 21 |
This management’s discussion and analysis (“MD&A”) of the financial condition and result of operations for Mountain Province Diamonds Inc. (“Mountain Province” and together with its subsidiaries collectively, the “Company”) was prepared as at August 13, 2015 and is intended to supplement and complement the Company’s unaudited condensed consolidated interim financial statements and the related notes for the three and six months ended June 30, 2015. The unaudited condensed consolidated interim financial statements have been prepared in Canadian dollars, which is the Company’s presentation and functional currency, in accordance with International Accounting Standard 34, Interim Financial Reporting. This MD&A should also be read in conjunction with the Company’s audited consolidated financial statements and annual information form for the year ended December 31, 2014 available on SEDAR athttp://sedar.com/ and on EDGAR athttp://www.sec.gov/edgar.shtml, and on the Company’s website atwww.mountainprovince.com. The following MD&A has been approved by the Audit Committee on behalf of the Board of Directors on that date.
For further details on the Gahcho Kué Project (“Gahcho Kué Diamond Mine” as defined herein), please refer to the feasibility study dated effective March 31, 2014 and entitled“Gahcho Kué Project 2014 Feasibility Study NI 43-101 Technical Report” available on SEDAR athttp://sedar.com/ and on EDGAR athttp://www.sec.gov/edgar.shtml.
Technical information included in this MD&A regarding the Company’s mineral property has been reviewed by Carl Verley, a Director of the Company and a Qualified Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Properties (“NI 43-101”).
| Page 2 |
COMPANY OVERVIEW
Mountain Province is a Canadian resource company listed on the Toronto Stock Exchange under the symbol ‘MPV’ and on the NASDAQ under the symbol ‘MDM’. The Company’s registered office and its principal place of business is 161 Bay Street, Suite 2315, P.O. Box 216, Toronto, ON, Canada, M5J 2S1. The Company through its wholly owned subsidiaries 2435572 Ontario Inc. and 2435386 Ontario Inc. holds a 49% interest in the Gahcho Kué Diamond Mine, located in the Northwest Territories of Canada. De Beers Canada Inc. (“De Beers”) holds the remaining 51% interest. The Joint Arrangement between the Company and De Beers is governed by the 2009 amended and restated Joint Arrangement Agreement. The Company’s primary asset is its 49% interest in the Gahcho Kué Diamond Mine, which is currently being constructed and targeted to be completed in early 2016 and ramp up to first production in September 2016 and commercial production by January 2017.
The Company’s strategy is to mine and sell its 49% share of the rough diamonds through a well-established and reputable diamond broker at the highest price on the day. Mountain Province’s long term view of the rough diamond market remains positive, based on its outlook for a tightening rough diamond supply and growing demand, particularly in developing markets such as China and India, resulting in real, long term price growth. In this context the Company believes it is well positioned having on March 31, 2015 completed a $95 million Rights Offering on March 31, 2015 and closed a US$370 million Term Loan Facility (“Loan Facility”) on April 7, 2015, as discussed below in ‘Financing Transactions’ to fund its 49% share of the remaining construction cost of the Gahcho Kué Diamond Mine. At August 13, 2015, the Company has no sources of revenue.
HIGHLIGHTS YEAR TO DATE
| · | At June 30th 2015 the construction of the Gahcho Kué Diamond Mine remains on track to be completed as planned with ore commissioning taking place in H2 2016. |
| · | Overall project progress stood at 64% against planned progress of 66%. Engineering is substantially complete whilst construction is 29% complete against a revised baseline of 32%. The revised baseline now includes the draft bid hours for the general contractor and the additional earthworks hours. |
| · | On site manpower during the month of June 2015, averaged approximately 500 workers. |
| · | At the end of the second quarter, significant milestones achieved included the dewatering of Kennady Lake, construction of berms and dykes, pouring of concrete for the process plant and maintenance facility foundations, commencement of steel erection in the process plant and assembly of the major mining equipment. |
| · | On April 9, 2015 the first drawdown of US$41 million from the US$370 million Loan Facility discussed in ‘Financing Transactions’ took place with three subsequent drawdowns. The total amount drawn from the Loan Facility at June 30, 2015 was US$99 million and at August 13, 2015 US$113 million. |
| · | During the quarter, the Corporation reported a net loss of $5,760,241 or $0.04 per share or a net loss of $6,330,998 million or $0.04 per share for the six months ended June 30, 2015. |
GAHCHO KUÉ DIAMOND MINE
Gahcho Kué Joint Venture Agreement
The Gahcho Kué Diamond Mine is located in the Northwest Territories, about 300 kilometers northeast of Yellowknife. The Project covers approximately 10,353 acres, and encompasses four mining leases (numbers 4341, 4199, 4200, and 4201) held in trust by the Operator, De Beers. The Project hosts four primary kimberlite bodies – Hearne, Tuzo, Tesla, and 5034. The four main kimberlite bodies are within two kilometers of each other.
The Gahcho Kué Diamond Mine is an unincorporated Joint Arrangement between De Beers (51%) and Mountain Province (49%) through its wholly owned subsidiaries. The Company accounts for the Project as a joint operation in accordance with IFRS 11. Mountain Province holds an undivided 49% ownership interest in the assets, liabilities and expenses of the Gahcho Kué Diamond Mine.
| Page 3 |
On July 3, 2009, the Company entered into an amended and restated Joint Arrangement Agreement with De Beers (jointly, the “Participants”) under which:
| (a) | The Participants’ continuing interests in the Gahcho Kué Diamond Mine will be Mountain Province 49% and De Beers 51%, except for normal dilution provisions which are applicable to both Participants. On October 2, 2014, Mountain Province assigned its 49% interest to its wholly-owned subsidiary 2435386 Ontario Inc. to the same extent as if 2435386 Ontario Inc. had been the original party to the Joint Venture Agreement; |
| (b) | Each Participant will market their own proportionate share of diamond production in accordance with their participating interest; |
| (c) | Each Participant will contribute their proportionate share to the future project development costs; |
| (d) | Material strategic and operating decisions, including plans and budgets, will be made by consensus of the Participants as long as each Participant has a participating interest of 40% or more; |
| (e) | The Participants have agreed that the sunk historic costs to the period ending on December 31, 2008 will be reduced and limited to $120 million; |
| (f) | The Company will repay De Beers $59 million (representing 49% of an agreed sum of $120,000,000) plus interest compounded on the outstanding amounts in settlement of the Company’s share of the agreed historic sunk costs. At June 30, 2015 the following amounts have not been settled and have not been accrued: |
| · | $10 million following the commencement of commercial production (commencement of commercial production means the first day of the calendar month following the first thirty consecutive days (excluding maintenance days) that the relevant Mine has achieved and maintained 70% of rated Production specified in the relevant Feasibility Study). This amount will be paid out of the US$370 million Loan Facility; and |
| · | The balance of approximately $24.4 million plus accumulated interest of approximately $25.8 million within 18 months following commencement of commercial production, which is targeted to take place by January 2017. At June 30, 2015, accumulated interest is approximately $17.7 million. Accumulated interest is calculated at the prevailing LIBOR rate plus 5%. The remaining $24.4 million plus the accumulated interest will be paid out of future cash flows. |
Since these payments are contingent upon certain events occurring, and/or work being completed, they will be recorded as the payments become due or are made.
2435386 Ontario Inc. has agreed that the Company’s marketing rights under the 2009 Agreement may be diluted if the Company defaults on the remaining repayments described above, if and when such payments become due.
The 2009 Agreement’s provision for consensus decision-making for material strategic and operating decisions provides the Company with joint control of the Project with De Beers.
The underlying value and recoverability of the amounts shown for the Company’s Mineral Properties is dependent upon the ability to complete the successful construction of the mine, have access to necessary financing and future profitable production. Failure to achieve the above will require the Company to write-off costs capitalized to date.
Gahcho Kué Capital Program
On April 2, 2014, the Company announced the results of the updated“2014 Feasibility Study NI 43-101 Technical Report” on the Gahcho Kué diamond project dated March 31, 2014. JDS and Hatch Ltd. compiled and prepared the feasibility study NI 43-101 technical report for Mountain Province.
The budgeted capital cost from January 2014 to complete the development and commissioning of the mine is $858.5 million (unescalated in 2013 dollars), as discussed below under “Independent Feasibility Study”. The budgeted escalated capital cost from January 2013 to completion is $1.019 million.
| Page 4 |
The capital budget for 2014 was approximately $211 million of which the Company was responsible for approximately $103.7 million excluding a management fee payable to the Operator. The 2014 capital program focused on completing detailed engineering design, final permitting, site preparation, construction and procurement for the 2015 winter road. The capital budget for 2015 is $442.72 million of which the Company is responsible for $216.9 million plus a management fee payable to the Operator. The 2015 capital program is focused on the construction of the mine.
Gahcho Kué Independent Feasibility Study
The following are the financial and project highlights from the 2014 Feasibility Study Revision and Update for both Participants share of the Project.
| • | IRR excluding sunk costs | 32.6%* |
| • | NPV @ 10% | $1.005B |
| • | Capital to completion (2013$ unescalated) | $858.5M** |
| • | Working capital | $80.1M |
| • | Ramp up operating costs through Jan 2017 | $82.0M |
| • | Sustaining capital LOM (including closure cost) | $92.7M |
| • | Operating costs (per tonne processed, incl. sorting) | $72.51 |
| • | Mine operational life | 12 years |
| • | Average annual production | 3 million tonnes |
| • | Total diamond production | 53.4 million carats |
| • | Average annual diamond production | 4.45 million carats |
| • | Diamond revenue | US$149.66 per carat*** |
*After taxes/royalties and unleveraged
**Including $75.6M contingency
***Diamond revenue for the Feasibility Study is derived from the modeled diamond price estimate provided by WWW International Diamond Consultants (“WWW”) (February 2014 price book) exclusive of any marketing fees post government valuation. Price forecasting is inclusive of a real 1.5% escalation over LOM. Average modeled diamond price in 2014 is US$118.38
The average annual production for the first three years of full production (2017 – 2019) is estimated at 5.6 million carats. The ramp up cost of $82.0 million noted above does not take into consideration the revenue expected from the estimated production of approximately one million attributable carats during the production ramp-up period between September 2016 and January 2017.
Gahcho Kué Mineral Reserve
On April 2, 2014, Mountain Province announced a Mineral Reserve estimate for the Project. The Mineral Reserve is the Indicated Resource contained in the proposed open pit mine that can be mined and processed profitably and is scheduled for treatment in the feasibility study life of mine plan. The Gahcho Kué mineral reserve estimate is summarized in Table 1 below.
Table 1
Gahcho Kué Mineral Reserve Estimate
(JDS, March 2014 FS)
| Pipe | Classification | Tonnes(Mt) | Grade (carats per tonne) | Carats(Mct) | ||||||||||
| 5034 | Probable | 13.4 | 1.74 | 23.2 | ||||||||||
| Hearne | Probable | 5.6 | 2.07 | 11.7 | ||||||||||
| Tuzo | Probable | 16.4 | 1.25 | 20.6 | ||||||||||
| Total | Probable | 35.4 | 1.57 | * | 55.5 | |||||||||
* Fully diluted mining grade
| Page 5 |
Gahcho Kué Independent Diamond Valuation
WWW provided an updated independent valuation of the diamonds recovered from the Project. All diamond values presented below are based on the WWW Price Book as at August 8, 2014.
Table 2 below reflects the actual price per carat for the parcel of 8,317.29 carats of diamonds recovered from the Project.
Table 2
Actual Price US$/carat
| Pipe | Zone | Total Carats | $/Carat | Total Dollars | ||||||||||
| 5034 | Centre/East Lobe | 1,957.54 | 204 | 400,264 | ||||||||||
| West Lobe | 1,132.14 | 108 | 122,607 | |||||||||||
| Hearne | 2,905.76 | 92 | 266,423 | |||||||||||
| Tuzo | 2,321.85 | 311 | 722,687 | |||||||||||
| Total | 8,317.29 | $ | 182 | $ | 1,511,981 | |||||||||
Note: Total Dollars are the result of rounding.
In their report WWW stated: "The most valuable stone is in the Tuzo sample. This 25.13 carat stone is the largest stone in all of the bulk samples. The stone is an octahedron of H/I color which WWW valued at $20,000 per carat giving a total value of $502,600”.
WWW added: “The stone with the highest value per carat in the sample is a 9.90 carat stone in the 5034 C/E sample. This is a makeable stone of high color (D/E) which WWW valued at $23,000 per carat giving a total value of $227,700”.
Besides the high-value 25.13 and 9.9 carat diamonds, several other large high-value diamonds of gem quality have been recovered from Gahcho Kué, including 7.0 carat, 6.6 carat and 5.9 carat diamonds from the 5034 kimberlite and 8.7 carat, 6.4 carat and 4.9 carat diamonds from the Hearne kimberlite. The presence of larger diamonds is an important driver of overall diamond value at Gahcho Kué.Table 3 below presents models of the August 2014 average price per carat (US$/carat) for each kimberlite. The modeled price per carat is determined using statistical methods to estimate the average value of diamonds that are likely to be recovered from future production at Gahcho Kué.
Table 3
| Pipe | High Model | Base Model | Low Model | |||||||||
| 5034 Centre | 177 | 139 | 119 | |||||||||
| 5034 West | 181 | 138 | 123 | |||||||||
| 5034 North/East | 204 | 149 | 126 | |||||||||
| Hearne | 144 | 112 | 102 | |||||||||
| Tuzo | 141 | 105 | 99 | |||||||||
| Average | $ | 163 | $ | 123 | $ | 113 | ||||||
| Note: 1 mm nominal square mesh | ||||||||||||
| Diamond values are in U.S. Dollars | ||||||||||||
For mine feasibility studies, WWW recommends using the base case models for defining the resources and reserves. The “high” and “low” models are included for sensitivity analysis.
The WWW averaged modeled price per carat for the Gahcho Kué kimberlites is US$123. The WWW models use size distribution models (carats per size class) developed by De Beers.
| Page 6 |
Gahcho Kué Permitting
On October 22, 2013 the Minister of Aboriginal Affairs and Northern Development Canada, the Hon. Bernard Valcourt, approved the development of the Gahcho Kué Diamond Mine as recommended by the Mackenzie Valley Environmental Impact Review Board and on December 2, 2014, the Mackenzie Valley Land and Water Board approved a pioneer Land Use Permit for the Gahcho Kué Diamond Mine, which allowed land-based site works to commence in preparation for deliveries planned for the 2014 winter road season.
On August 12, 2014, De Beers and the Company announced that the Mackenzie Valley Land and Water Board (“MVLWB”) has issued the Gahcho Kué Type A Land Use Permit and sent the Type A Water License for final approval to the Minister of Environment and Natural Resources (“ENR”) of the Government of the Northwest Territories (“GNWT”).
On September 25, 2014,De Beers and the Company announced that the Gahcho Kué Diamond Mine has received approval of the Type A Water License by the ENR of the GNWT.
Gahcho Kué Diamond Mine Update
The first blast in the quarry at Gahcho Kué occurred on December 13, 2013 and production of aggregate material for infrastructure foundations, roads and the landing strip commenced.
During February and March 2015, 2,193 truckloads, which included the diamond plant, mining equipment, construction materials, explosives and fuel were delivered to the Gahcho Kué Diamond Mine on the ice road. As at August 13, 2015 the overall project development is progressing according to plan. Construction of the Gahcho Kué Diamond Mine is targeted to be completed by H1 2016, following which commissioning of the diamond plant will commence. Production is targeted to commence during the second half of 2016.
Procurement Progress
As at June 30, 2015 procurement is currently on target at 98%. During the second quarter ended June 30, 2015 with the 2015 winter ice road program complete and the various equipment and construction material at site, the procurement team is focusing on the close out of the various procurement packages and managing site contracts.
Since commencing construction in December 2013, materials and equipment totaling $647 million have, at June 30, 2015, been ordered and received at site, which represents approximately 63.4% of the total material, equipment and services costs for the construction of the Project.
Construction Progress
On April 1, 2014, De Beers, the Operator of the Gahcho Kué Diamond Mine signed an Engineering Procurement and Construction Management Services Agreement (“Hybrid EP”) with Hatch Ltd. to construct the mine.
At quarter end, overall project progress stands at 64% complete and remains on track for first production in H2 2016. Calendar 2015 construction activities represent approximately 57% of the total execution plan, with approximately 25% of work scheduled for early 2016. No lost time incidents were recorded for the six months ended June 30, 2015.
A key construction milestone achieved during the quarter was the commencement of the principal concrete pour for the foundations of the process plant. Concrete pouring commenced during April 2015 and by the end of June 2015 approximately 4,400 cubic meters of structural concrete had been produced at site and poured. At June 30, 2015 approximately 460 tonnes of structural steel had been erected, which represents approximately 18% of the steel to be erected.
| Page 7 |
Measures are underway to ensure contractors meet their costs and schedules to minimize the risk of Project cost overruns. Construction of the 3.0 million tonnes per annum process plant facility represents the project’s critical path activity. The plant building is scheduled to be completed and heated during Q4 of 2015, allowing the final installation of equipment, cables and instrumentation from October 2015 through to May 2016. Production is scheduled to commence during the second half of calendar 2016 with a four month ramp-up to commercial production by the end of January 2017. The project remains on schedule to achieve these milestones.
The project’s accommodation and administration facilities were completed during 2014 and temporary accommodation to accommodate the peak construction staff was completed in May 2015. The Camp occupancy was at 471 personnel at June 30, 2015 but went over 500 for a several days during the month. The Camp capacity for single occupancy is 478. Double-occupancy began in this month and will likely continue through November 2015. The anticipated peak of 595 personnel is now projected for late August 2015.
Gahcho Kué Capital Cost Summary
At June 30, 2015, the Joint Venture had on a 100% basis issued purchase orders of $840 million of the approved budget. At June 30, 2015, approximately $647 million of equipment had been received or services rendered leaving a balance of approximately $193 million of the remaining commitments to be received or incurred. Based on the approved budget, approximately $179 million remains uncommitted.
Gahcho Kué Tuzo Deep Project
Following completion of the Tuzo Deep drill program in 2012, which was managed by De Beers, an updated National Instrument (NI) 43-101 resource estimate for Tuzo Deep (Table 4 below) was prepared by Mineral Services Canada Inc. This estimate incorporates information from geological data updates completed since the previous NI 43-101 Technical Report released in 2009. The 2009 resource estimate for Tuzo Deep is included for reference purposes.
Table 4
| Pipe | Year | Resource Classification | Volume (Mm3) | Tonnes (Mt) | Carats (Mct) | Grade (cpht) | ||||||||||||||
| Tuzo Deep | 2009 | Inferred | 1.5 | 3.5 | 6.2 | 175 | ||||||||||||||
| Tuzo Deep | 2013 | Indicated | 1.5 | 3.6 | 6.0 | 167 | ||||||||||||||
| Tuzo Deep | 2013 | Inferred | 3.7 | 8.9 | 14.4 | 161 | ||||||||||||||
Notes:
1) Mineral Resources are reported at a bottom cut-off of 1.0 mm
2) cpht = carats per hundred tonnes
3) Volume, tonnes, and carats are rounded to the nearest 100,000
4) Tuzo volumes and tonnes exclude 0.6Mt of a granite raft
Table 4 above reflects the updated Tuzo Deep mineral resource. There has been no change in the geological data for the Tuzo Upper, 5034 and Hearne kimberlites since the 2009 Technical Report.
Table 5 below incorporates the updated Tuzo Deep mineral resource estimate into the existing Gahcho Kué mineral resource estimate.
| Page 8 |
Table 5
| Pipe | Resource Classification | Volume (Mm3) | Tonnes (Mt) | Carats (Mct) | Grade (cpht) | ||||||
| 5034 | Indicated Inferred | 5.1 0.3 | 12.7 0.8 | 23.9 1.2 | 188 150 | ||||||
| Hearne | Indicated Inferred | 2.3 0.7 | 5.3 1.6 | 11.9 2.9 | 223 180 | ||||||
| Tuzo | Indicated Inferred | 6.6 3.7 | 15.8 8.9 | 20.8 14.4 | 132 161 | ||||||
| Summary | Indicated Inferred | 14.0 4.7 | 33.8 11.3 | 56.6 18.5 | 167 164 |
The updated Tuzo Deep resource estimate indicates an approximate 12% percent increase in the Gahcho Kué indicated resource from 30.2 million tonnes to 33.8 million tonnes and an approximate 90% increase in inferred resource from 6 million tonnes to 11.3 million tonnes. The diamond content of the indicated resource increased by approximately 12% from 50.5 million carats to 56.6 million carats and the diamond content of the inferred resource increased by approximately 80% from 10.3 million carats to 18.5 million carats. The reasons for these increases are the upgrading of the 300 to 360 meter zone in Tuzo from inferred resource to indicated resource and also the inclusion of the newly defined Tuzo inferred resource from a depth of 360 meters to 564 meters below surface, which was delineated during the 2011/12 Tuzo Deep drill program.
The Tuzo Deep resource update released in mid-2013 defined a resource at the Tuzo kimberlite to a depth of 560 meters, with the kimberlite remaining open to depth. A follow-up deep drilling program commenced in February 2014 to test the Tuzo kimberlite to a depth of at least 750 meters. On June 30, 2014,the Company announced the results of the 2014 Tuzo Deep drill program, which confirmed the continuation of kimberlite to a depth of more than 740 meters below surface. On March 4, 2015, the Company announced the diamond recovery results from the 2014 Tuzo Deep drill program.
Table 6 below summarizes the diamond recovery results from the 2014 Tuzo Deep drill program.
Table 6 – Tuzo Deep Caustic Fusion Diamond Recovery Results
| Number and Weight of Diamonds According to Sieve Size Fraction (mm) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| +0.106 -0.150 | +0.150 -0.212 | +0.212 -0.300 | +0.300 -0.425 | +0.425 -0.600 | +0.600 -0.850 | +0.850 -1.180 | +1.180 -1.700 | +1.700 -2.360 | +2.360 -3.350 | +3.350 -4.750 | +4.750 | Totals | ||||||||||||||||||||||||||||||||||||||||
| Number of Diamonds | 946 | 592 | 410 | 267 | 122 | 95 | 48 | 26 | 7 | 1 | 0 | 0 | 2,514 | |||||||||||||||||||||||||||||||||||||||
| Weight (carats) | 0.02 | 0.03 | 0.07 | 0.13 | 0.17 | 0.36 | 0.53 | 0.87 | 0.63 | 0.43 | 0.00 | 0.00 | 3.24 | |||||||||||||||||||||||||||||||||||||||
*Total sample weight 0.434 tonnes
*Total weight of recovered diamonds greater than 0.85mm: 2.46 carats
*Sample grade of diamonds greater than 0.85mm: 5.67 carats per tonne
Qualified Person
The Qualified Person for the updated Tuzo Deep estimate is Mr. Tom Nowicki, PhD, P Geo, a Mineral Services employee. The estimation and classification of the mineral resources conform to industry-best practices and meet the requirements of CIM (2005).
FINANCING TRANSACTIONS
Equity
On March 31, 2015, the Company announced the successful completion of a C$95 million rights offering (the “Offering”). A total of 135,204,550 rights were exercised for 23,761,783 common shares.
| Page 9 |
Under the terms of the Offering, every 5.69 Rights entitled the holder thereof to purchase one Common Share at a subscription price of $4.00 per Common Share. The subscription price of $4.00 per Common Share was equal to a discount of approximately 16% from the volume weighted average trading price of the common shares on the TSX for the 5 day period ending on February 17, 2015.
Mr. Dermot Desmond, an insider of the Company and principal owner of Bottin (International) Investments Ltd. (“Bottin”), provided a standby guarantee to the Company whereby he agreed to purchase any rights not otherwise subscribed for by shareholders. Mr. Desmond received a standby fee of 3%, which following shareholder approval at the Annual Special Meeting held on June 16, 2015 was settled through the issuance on June 25, 2015, 712,500 common shares of the Company.
Loan Facility
On April 2, 2015, the Company through its subsidiary 2435572 Ontario Inc. entered into a Loan Facility of US$370 million with a syndicate of lenders led by Natixis S.A., Scotiabank and Nedbank Ltd. and including ING Capital LLC, Export Development Canada and the Bank of Montreal. On April 29, 2015, Société Générale joined the lender syndicate. The Lenders hold security over the Company’s 49% of the Gahcho Kué Diamond Mine held through the Company’s subsidiaries. The term of the Loan Facility is seven years and the interest rate is U.S. dollar LIBOR plus 5.5 percent. The Loan Facility has a drawdown schedule commencing on April 7, 2015 to March 31, 2017 to correspond with the projected construction period. When the Company reaches commercial production, it will be subject to certain financial and insurance covenants.
Drawdowns under the Loan Facility are subject to certain conditions, including approval of a quarterly cost to complete report prepared by an independent technical consultant. The Company has funded a Cost Overrun Reserve Account, which is restricted to be used to fund cost overruns of the project, and use of this account must be approved by the lenders. A cost to complete shortfall would exist if available resources remaining under the Loan Facility are less than the projected costs to completion of the project. Such shortfall would represent a cost overrun. If the Lenders are satisfied that the cost overrun can be funded with amounts in the Cost Overrun Reserve Account then no event of default would have occurred, and the lenders would approve further drawdown against the Loan Facility. If the available resources under the Loan Facility plus the Cost Overrun Reserve Account were insufficient to fund the project to completion, additional funding would be required and no amounts would be available to be drawn until the default was remedied.
The Loan Facility will be used to fund the Company’s share of the remaining construction cost of the Gahcho Kué Diamond Mine, associated fees, general and administrative costs, interest costs and repayment of $10 million of sunk costs owing to De Beers, which is payable on achievement of commercial production, targeted in January 2017. At August 13, 2015, the Company had drawn US$113 million against the US$370 million Loan Facility. Included in the US$370 million Loan Facility is an additional $10.9 million Canadian dollars, which on April 7, 2015 was provided for to take into account the negative movement of the Canadian dollar and some other minor items.
The terms of the Loan Facility required the Company to arrange a US$75 million cost overrun facility or maintain funds in a restricted cost overrun account. On April 8, 2015 the Company deposited $93,345,000 into a restricted cost overrun account in 2435572 Ontario Inc.
On April 7, 2015, the Company entered into U.S. dollar interest rate swaps to manage interest rate risk associated with the U.S. dollar variable rate Loan Facility (Note 9) and entered into foreign currency forward strip contracts to mitigate the risk that a devaluation of the U.S. dollar against the Canadian dollar would reduce the Canadian dollar equivalent to the U.S. dollar Loan Facility and the Company would not have sufficient Canadian dollar funds to develop the Gahcho Kué Diamond Mine. The interest rate swaps and forward strip contracts are secured on an equal basis with the Loan Facility and documented in the form of International Swaps Derivatives Association Master agreements.
These derivatives have been classified as “non-hedge derivatives”. Changes in the fair value of the IRS and foreign exchange contracts are recognized in the Statement of Comprehensive Loss as gains or losses on derivatives.
| Page 10 |
Interest Rate Swap Contracts
The Company has entered into U.S. dollar floating-to-fixed Interest Rate Swaps (“IRS”) intended to economically fix the interest rate on 75% of the outstanding principal of the balance of the Loan Facility based on the forecast loan drawdown schedule up to a maximum of US$277 million. The IRS is effective from April 9, 2015 and terminates on March 31, 2020 (5 years). The Company will pay a fixed rate of 1.827% and will receive a variable rate based on the 3 month LIBOR forward curve, reset quarterly. Payments are settled on a quarterly basis in March, June, September, and December of each year.
The table below provides a summary of the interest rate swap contracts outstanding as at June 30, 2015:
| Period of Interest Rate Contracts | Notional Amount (USD) | |||
| July 1, 2015 to December 31, 2015 | $ | 117,703,789 | ||
| January 1, 2016 to December 31, 2016 | 224,693,146 | |||
| January 1, 2017 to December 1, 2017 | 277,500,000 | |||
| January 1, 2018 to December 31, 2018 | 161,932,194 | |||
| January 1, 2019 to December 31, 2019 | 41,995,998 | |||
| January 1, 2020 to March 31, 2020 | 5,877,827 | |||
Foreign Currency Forward Strip
The Company has executed foreign currency forward strip contracts to buy Canadian dollars and sell U.S. dollars for the period from April 7, 2015 to February 1, 2017 for notional amounts of $219,125,894 or US$175,666,949, with a weighted average price of $1.2474/US$1.
The table below provides a summary of currency contracts outstanding as at June 30, 2015:
| Period of Currency Contracts | Notional Amount (CAD) | Weighted Average Price (USD) | Notional Amount (USD) | |||||||||
| July 1, 2015 to December 31, 2015 | $ | 45,686,425 | $ | 1.2480 | $ | 36,607,846 | ||||||
| January 1, 2016 to December 31, 2016 | 95,013,437 | 1.2481 | 76,125,487 | |||||||||
| January 1, 2017 to February 1, 2017 | 10,398,595 | 1.2444 | 8,356,349 | |||||||||
| $ | 151,098,457 | $ | 121,089,682 | |||||||||
Subsequent to June 30, 2015, the Company entered into transactions to hedge the remaining budgeted capital costs from August 4, 2015 to February 1, 2017.
Initial drawdown of the Loan Facility took place on April 9, 2015 and from April 9, 2015 through to June 30, 2015 the Company had drawn US$99 million from the Loan Facility by way of four utilization requests, which covered the initial and monthly project cash calls. The loan is carried at amortized cost on the Statement of Financial Position. As at June 30, 2015, financing costs totaling $23,906,305 consisting primarily of fees payable to the lenders, legal and financial advisory fees and other financing related expenses to the Loan Facility have been deferred. The loan amount of $123,651,000 equivalent to US$99 million has been reduced by a pro-rata portion of the deferred financing costs relative to what has been drawn to date, which is being amortized over the life of the Loan Facility using the effective interest method. The resulting balance of financing costs as at June 30, 2015 is $17,300,880 (December 31, 2014 - $2,570,914) and will be allocated to future drawdowns and amortized over the life of the Loan Facility using the effective interest rate method.
| Page 11 |
Of the US$99 million drawn at June 30, 2015, US$63.6 million were used for capital related costs, US$21.4 million for costs listed below and the remainder of approximately US$14.3 million for funds held in restricted accounts discussed below
| · | US$13.4 million paid to the lenders for fees and various Agency roles; |
| · | US$4.1 million paid to the Company for various legal, advisory fees and other financing and related expenses incurred to arrange the Loan Facility; |
| · | US$900,000 paid to the Company for monthly general and administration costs; |
| · | US$2.7 million interest and commitment fees. |
At June 30, 2015, the Company had US$2,532,091 in the restricted U.S. dollar proceeds account and $14,589,682 in the restricted Canadian dollar proceeds account.
The following table shows the expected repayment schedule for the Loan Facility, assuming the entire $370 million is drawn:
| Year | Principal repayment | |||
| 2017 | $ | 24,791,085 | ||
| 2018 | 93,845,271 | |||
| 2019 | 100,948,191 | |||
| 2020 | 46,778,076 | |||
| 2021 | 63,039,904 | |||
| 2022 | 40,597,473 | |||
| Total | $ | 370,000,000 | ||
The following table shows the expected repayment schedule:
| June 30, 2015 | December 31, 2014 | |||||||
| 2017 | $ | 8,284,980 | - | |||||
| 2018 | 31,362,329 | - | ||||||
| 2019 | 33,736,067 | - | ||||||
| 2020 | 15,632,854 | - | ||||||
| 2021 | 21,067,424 | - | ||||||
| 2022 | 13,567,346 | - | ||||||
| Loan facility | $ | 123,651,000 | $ | - | ||||
Results of operations
The expenditures directly attributable to the development of the Gahcho Kué Diamond Mine are capitalized. The total construction of the mine is budgeted to cost $1,019 million and at June 30, 2015 the project remains on time and budget.
As mentioned above, management believes the Company has raised the necessary equity and debt to fund its share of the remaining construction costs of the Gahcho Kué Diamond Mine and does not expect to raise additional cash.
| Page 12 |
FINANCIAL REVIEW
Three and six months ended June 30, 2015 compared to the three and six months ended June 30, 2014
For the three and six months ended June 30, 2015, the Company recorded a net loss of $5,760,241 or $0.04 per share and $6,330,998 or $0.04 per share, compared to $1,743,911 net loss or $0.02 per share and $2,969,767 net loss or $0.03 per share for the three and six months ended June 30, 2014. For the six months ended June 30, 2015 stock base compensation of $1,403,927 were incurred, compared to $299,386 for the same period in 2014. Also during 2015, derivative loss of $2,796,044 was incurred compared to $Nil for the same period in 2014.
Quarterly financial information for the past eight quarters is shown in Table 1.
SUMMARY OF QUARTERLY RESULTS
Table 1 - Quarterly Financial Data
| Three months ended | ||||||||||||||||
| June 30 | March 31 | December 31 | September 30 | |||||||||||||
| 2015 | 2015 | 2014 | 2014 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Earnings and Cash Flow | ||||||||||||||||
| Interest income | 297,166 | 133,936 | 260,229 | 97,195 | ||||||||||||
| Operating expenses | (2,588,372 | ) | (684,043 | ) | (658,851 | ) | (1,011,609 | ) | ||||||||
| Net loss for the period | (5,760,241 | ) | (570,757 | ) | (458,431 | ) | (965,881 | ) | ||||||||
| Basic and diluted loss per share | (0.04 | ) | (0.00 | ) | (0.00 | ) | (0.01 | ) | ||||||||
| Cash flow from operations | (1,586,871 | ) | (695,435 | ) | (4,387,710 | ) | (1,061,639 | ) | ||||||||
| Cash flow from investing activities | (186,756,514 | ) | 12,127,757 | (100,645,017 | ) | (14,145,955 | ) | |||||||||
| Cash flow from financing activities | 104,313,186 | 92,076,884 | 94,767,451 | �� | (50,172 | ) | ||||||||||
| Balance Sheet | ||||||||||||||||
| Total assets | 510,358,416 | 409,428,267 | 300,994,512 | 200,818,322 | ||||||||||||
| Three months ended | ||||||||||||||||
| June 30 | March 31 | December 31 | September 30 | |||||||||||||
| 2014 | 2014 | 2013 | 2013 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Earnings and Cash Flow | ||||||||||||||||
| Interest income | 41,746 | 59,489 | 60,810 | 69,974 | ||||||||||||
| Operating expenses | (1,734,587 | ) | (1,231,792 | ) | (6,894,257 | ) | (8,666,472 | ) | ||||||||
| Net income (loss) for the period | (1,743,911 | ) | (1,225,856 | ) | (6,839,466 | ) | (8,602,452 | ) | ||||||||
| Basic and diluted earnings (loss) per share | (0.02 | ) | (0.01 | ) | (0.07 | ) | (0.09 | ) | ||||||||
| Cash flow from operations | 5,048,459 | (8,457,794 | ) | (17,625,994 | ) | (5,448,390 | ) | |||||||||
| Cash flow from investing activities | (54,118,175 | ) | 4,184,666 | (6,186,388 | ) | 5,555,729 | ||||||||||
| Cash flow from financing activities | 50,266,368 | 21,034,953 | 29,366,941 | - | ||||||||||||
| Balance Sheet | ||||||||||||||||
| Total assets | 185,200,584 | 153,622,916 | 110,367,203 | 81,072,132 | ||||||||||||
| Page 13 |
COSTS AND EXPENSES
The costs and expenses for the three and six months ended June 30, 2015 compared to the three and six months ended June 30, 2014 are comparable except for the following:
Consulting fees
Consulting fees for the three and six months ended June 30, 2015 were $1,991,478 and $2,188,946 compared to $265,985 and $780,401 for the same period in 2014. Included in these amounts for the three and six months ended June 30, 2015 were $1,403,927 and $1,403,927 compared to $Nil and $299,386 relating to stock based compensation. During 2014, the Directors were not granted stock options.
Exploration and evaluation expenses
Exploration and evaluation expenses for the three and six months ended June 30, 2015 were $32,936 and $37,725 compared to $1,013,019 and $1,260,892 for the same period in 2014. During 2014, drilling took place at Tuzo. During the six months ended June 30, 2015 costs associated with core storage were incurred.
Office and administration
Office and administration expenses for the three and six months ended June 30, 2015 were $111,989 and $216,604 compared to $82,557 and $153,179 for the same period in 2014. Insurance and other costs have increased during 2015.
Professional fees
Professional fees for the three and six months ended June 30, 2015 were $131,003 and $274,911 compared to $96,903 and $213,058 for the same period in 2014. The increase from 2015 compared to 2014 relates to various legal and audit related matters.
Transfer agent and regulatory fees
Transfer agent and regulatory fees for the three and six months ended June 30, 2015 were $158,492 and $275,892 compared to $47,927 and $129,769 for the same period in 2014. At the end of 2014, the Company listed on the NASDAQ which resulted in an increase in listing fees.
Interest income
Interest income for the three and six months ended June 30, 2015 was $297,166 and $431,102 compared to $41,746 and $101,235 for the same period in 2014. The increase in 2015 is as a result of a higher interest rate being obtained on higher balance (cost overrun account of approximately $93 million) than in 2014.
Derivative loss
Derivative loss for the three and six months ended June 30, 2015 was $2,796,044 and $2,796,044 compared to $Nil and $Nil for the same period in 2014. The increase in 2015 is as a result the foreign exchange and interest rate swap contracts entered into as a result of the Loan Facility on April 7, 2015.
Foreign exchange loss
Foreign exchange loss for the three and six months ended June 30, 2015 was $627,210 and $601,278 compared to $Nil and $Nil for the same period in 2014. The increase in 2015 is a result the translation of the Loan Facility and U.S. dollar cash balances at the spot rate at the quarter end.
| Page 14 |
INCOME AND RESOURCE TAXES
The Company is subject to income and mining taxes in Canada with the statutory income tax rate at 26.5%.
No deferred tax asset has been recorded in the financial statements as a result of the uncertainty associated with the ultimate realization of these tax assets.
The Company is subject to assessment by Canadian authorities, which may interpret tax legislation in a manner different from the Company. These differences may affect the final amount or the timing of the payment of taxes. When such differences arise the Company makes provision for such items based on management’s best estimate of the final outcome of these matters.
FINANCIAL POSITION AND LIQUIDITY
The Company is in the process of developing the Gahcho Kué Diamond Mine in conjunction with De Beers. The underlying value and recoverability of the amounts shown as “Property and Equipment” are dependent upon the successful development and commissioning, and upon future profitable production or proceeds from disposition of the Company’s mineral properties. Failure to meet the obligations for the Company’s share in the Gahcho Kué Diamond Mine may lead to dilution of the interest in the Gahcho Kué Diamond Mine and may require the Company to write off costs capitalized to date. As discussed above the Company has arranged the necessary equity and Loan Facility to fund its remaining share of the construction costs of the Gahcho Kué Diamond Mine and does not believe that it will require additional funding. The Company currently has no source of revenue.
Cash flow used in operating activities, including change in non-cash working capital for the six months ended June 30, 2015 totalled $2.3 million, compared to $3.2 million for same period in 2014. The decrease in cash flow is a result of a decrease in cash used for prepaid expenses and supplies, coupled with a decrease in accounts payable and accrued liabilities during the six months ended June 30, 2015 compared to the same period in 2014.
Investing activities resulted in cash outflows of $174.5 million for the six months ended June 30, 2015, compared to $50.1 million for the same period in 2014. In both the six month ended June 30, 2015 and 2014, the outflows include the purchase of equipment and the capitalization of expenditures directly related to the development of the Gahcho Kué Diamond Mine. Development activity has been increasing steadily since December 2013 when the Mackenzie Valley Land and Water Board approved a pioneer Land Use Permit for the Gahcho Kué Diamond Mine, which allowed land-based site works to commence. Cash flows used in investing activities include $111,314,809 in restricted cash, 139,776,858 in property and equipment and offset by $76,942,699 redemption of short-term investments. In 2014, $44,375,568 was used for property and equipment and an investment of $5,662,120 in short-term investments.
Financing activities resulted in cash inflows of $196.3 million for six months ended June 30, 2015, compared to $71.3 million for the same period during 2014. Cash flows from financing activities for the six months ended June 30, 2015 relate to cash draws of US$99 million or $123.6 million Canadian dollar equivalent from April 9, 2015 to June 30, 2015 from the Loan Facility, net of financing costs, and approximately $95 million from a Rights Offering whereby23,761,783 shares were issued at a price of $4.00.
Comparatively, for the same period in 2014, the Company closed a bought-deal private placement and a non-brokered private placement for common shares for gross proceeds of $28,244,672. The Company issued 5,538,171 common shares at a price of $5.10 per share. Transaction costs in the amount of $1,058,942 were paid in relation to the bought-deal and non-brokered private placements and other share issuance costs of $150,775 were incurred in connection with the bought-deal and non-brokered private placements. On June 28, 2014, the Company closed a non-brokered private placement for common shares for gross proceeds of $45,525,140. The Company issued 9,105,028 common shares at a price of $5.00 per share. Transaction costs in the amount of $755,250 were incurred in relation to the non-brokered private placement which included 60,000 common shares at a price of $5.00 per share which were issued subsequent to the quarter end and other share issuance costs of $203,522 which were incurred in connection with the non-brokered private placement.
| Page 15 |
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
FINANCIAL INSTRUMENTS RISKS
The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include credit risk, liquidity risk, foreign currency risk and interest rate risk.
Credit risk
Credit risk is the risk of a loss associated with counterparty’s inability to fulfill its contractual payment obligations. The Company’s financial assets are primarily composed of cash and restricted cash. To mitigate exposure to credit risk, the Company has adopted strict investment policies, which prohibit any equity or money market investments. All of the Company’s cash and restricted cash are held with reputable financial institutions. The Company believes it has no significant credit risk.
Foreign currency risk
The Company is exposed to financial risk related to foreign exchange rates. The Company operates in Canada and has foreign currency exposure to transactions in U.S. dollars. The majority of development costs of the Gahcho Kué Diamond Mine will be in Canadian dollars, but funded through the U.S. dollar Loan Facility. The Company has entered into foreign currency forward strip contracts to mitigate the risk that a devaluation of the U.S. dollar against the Canadian dollar would reduce the Canadian dollar equivalent to the U.S. dollar Loan Facility and the Company would not have sufficient Canadian dollar funds to develop the Gahcho Kue Diamond Mine. The foreign currency forward strip contracts increase the exposure to financial risk related to foreign exchange rates. Currency risk relates to the U.S. dollar Loan Facility, foreign currency forward strip contracts and cash and restricted cash denominated in U.S. dollar.
As at June 30, 2015, the Company had cash and restricted cash, accounts payable and accrued liabilities, derivative liabilities and the Loan Facility that are in U.S. dollars.
| Cash | $ | 600,000 | ||
| Restricted Cash | 2,500,000 | |||
| Derivative liabilities | (2,000,000 | ) | ||
| Loan Facility | (99,000,000 | ) | ||
| Total | $ | (97,900,000 | ) |
A 10% appreciation or depreciation of the Canadian dollar relative to the U.S. dollar would have resulted in an increase or decrease to net loss of approximately $9.79 million.
Interest rate risk
The Company is exposed to interest rate risk on its outstanding borrowings and short-term investments. The Company has entered into an interest rate swap to fix its interest rate exposure for 75% of its U.S. dollar Loan Facility and therefore has interest rate exposure to the remaining 25%. As at June 30, 2015, the total Loan Facility drawn was US$99 million and interest rate swaps of US$72.7 million are currently in effect.
The Company does not account for the variable rate Loan Facility at fair value through profit or loss, therefore a change in interest rates at the reporting date would not affect profit or loss.
The Company accounts for the derivative contracts at fair value through profit or loss, therefore a change in interest rates at the reporting date would affect profit or loss.
| Page 16 |
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Company’s unaudited condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These unaudited condensed consolidated interim financial statements include estimates, which, by their nature, are uncertain and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
| i) | Significant Judgments in Applying Accounting Policies |
The areas which require management to make significant judgments in applying the Company’s accounting policies in determining carrying values include, but are not limited to:
| a) | Impairment analysis – mineral properties |
As required under IAS 36 – Impairment of Assets (“IAS 36”), the Company reviews its mineral properties for impairment based on results to date and when events and changes in circumstances indicate that the carrying value of the assets may not be recoverable. The Company is required to make certain judgments in assessing indicators of impairment. The Company’s assessment is that as at June 30, 2015, no indicator of an impairment in the carrying value of its mineral properties had occurred.
| ii) | Significant Accounting Estimates and Assumptions |
The areas which require management to make significant estimates and assumptions in determining carrying values include, but are not limited to:
| a) | Mineral reserves and resources |
Mineral reserve and resource estimates include numerous uncertainties and depend heavily on geological interpretations and statistical inferences drawn from drilling and other data, and require estimates of future price for the commodity and future cost of operations. The mineral reserve and resources are subject to uncertainty and actual results may vary from these estimates. Results from drilling, testing and production, as well as material changes in commodity prices and operating costs subsequent to the date of the estimate, may justify revision of such estimates. Changes in the proven and probable mineral reserves or measured and indicated and inferred mineral resources estimates may impact the carrying value of the properties.
| b) | Provision for decommissioning and restoration |
The decommissioning and restoration liability and the accretion recorded are based on estimates of future cash flows, discount rates, and assumptions regarding timing. The estimates are subject to change and the actual costs for the decommissioning and restoration liability may change significantly.
| c) | Stock options |
The stock option pricing model requires the input of highly subjective assumptions including the expected life and volatility. Changes in the subjective input assumptions can materially affect the fair value estimate.
| Page 17 |
| d) | Deferred taxes |
Deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and on unused losses carried forward, and are measured using the substantively enacted tax rates that are expected to be in effect when the differences are expected to reverse or losses are expected to be utilized. Deferred tax assets are recorded to recognize tax benefits only to the extent that, based on available evidence, including forecasts, it is probable that they will be realized. The Company has not recorded the benefit of tax losses or deductible temporary differences.
STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS
At the date of authorization of these financial statements, certain new standards, amendments and interpretations to existing standards that have been published but are not yet effective, and have not been adopted early by the Company are as follows:
Financial instruments
In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments bringing together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement. The mandatory effective date of IFRS 9 would be annual periods beginning on or after January 1, 2018, with early adoption permitted. We are currently assessing the impact of adopting IFRS 9 on our consolidated financial statements along with timing of our adoption of IFRS 9.
Property, plant and equipment and intangible assets
In May 2014, the IASB issued amendments to IAS 16 Property, plant and equipment (IAS 16) and IAS 38 Intangible assets (IAS 38). The amendments are effective for annual periods beginning on or after January 1, 2016 and are to be applied prospectively. The amendments clarify the factors in assessing the technical or commercial obsolescence and the resulting depreciation period of an asset and state that a depreciation method based on revenue is not appropriate. Management intends to adopt the amendments to IAS 16 and IAS 38 in its financial statements for the annual period beginning January 1, 2016. The extent of the impact of adoption of the amendments to IAS 16 and IAS 38 have not yet been determined.
RELATED PARTY TRANSACTIONS
The Company’s related parties include the operator of the Gahcho Kué Diamond Mine, Dermot Desmond, Bottin, key management and their close family members, and the Company’s directors. Kennady Diamonds Inc. (“Kennady Diamonds”) is also a related party since the Company and Kennady Diamonds have common members of key management.
None of the transactions with related parties incorporate special terms and conditions, and no guarantees were given or received. Related party transactions are recorded at their exchange amount, being the amount agreed to by the parties. Outstanding balances are settled in cash.
The Company had the following transactions and balances with its related parties including key management personnel and the Company’s directors, Dermot Desmond, Bottin, the operator of the Gahcho Kué Diamond Mine, and Kennady Diamonds. The transactions with key management personnel are in the nature of remuneration. The transactions with the operator of the Gahcho Kué Diamond Mine relate to the funding of the Company’s interest in the Gahcho Kué Diamond Mine for the current year’s expenditures, capital additions and management fee. The transactions with Kennady Diamonds are for a monthly management fee charged by the Company and reimbursement of expenses paid on behalf of Kennady Diamonds.
As discussed in Note 11, the Company issued 712,500 common shares or the equivalent of $2,850,000 to Mr. Dermot Desmond as a standby fee.
| Page 18 |
The balances as at June 30, 2015 and December 31, 2014 were as follows:
| June 30, | December 31, | |||||||
| 2015 | 2014 | |||||||
| Payable to the operator of the Gahcho Kué Project | $ | 2,010,300 | $ | 1,345,183 | ||||
| Payable to key management personnel | 52,751 | 398,895 | ||||||
The transactions for the six months ended June 30, 2015 and 2014 were as follows:
| Three months ended | Three months ended | Six months ended | Six months ended | |||||||||||||
| June 30, 2015 | June 30, 2014 | June 30, 2015 | June 30, 2014 | |||||||||||||
| The total of the transactions: | ||||||||||||||||
| Mr. Dermot Desmond - Fee under Stand-by Agreement | $ | - | $ | - | $ | 2,850,000 | $ | - | ||||||||
| Kennady Diamonds | 22,500 | 22,500 | 45,000 | 45,000 | ||||||||||||
| Remuneration to key management personnel | 1,878,845 | 297,455 | 2,122,051 | 874,036 | ||||||||||||
| Management fee charged by the operator of the Gahcho Kué Project | 1,811,838 | 904,238 | 3,906,320 | 1,878,471 | ||||||||||||
The remuneration expense of directors and other members of key management personnel for the six months ended June 30, 2015 and for the year ended December 31, 2014 were as follows:
| Three months ended | Three months ended | Six months ended | Six months ended | |||||||||||||
| June 30, 2015 | June 30, 2014 | June 30, 2015 | June 30, 2014 | |||||||||||||
| Consulting fees, director fees, bonus and other short-term benefits | $ | 479,129 | $ | 289,229 | $ | 718,124 | $ | 574,650 | ||||||||
| Share-based payments | 1,399,716 | 8,226 | 1,403,927 | 299,386 | ||||||||||||
| $ | 1,878,845 | $ | 297,455 | $ | 2,122,051 | $ | 874,036 | |||||||||
In accordance with IAS 24 Related Parties, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company.
CONTRACTUAL OBLIGATIONS
The Company has consulting agreements with the President and CEO and the VP Finance, CFO and Corporate Secretary for their services in these capacities.
The following table summarizes the contractual maturities of the Corporation’s significant financial liabilities and capital commitments, including contractual obligations:
| Less than | 1 to 3 | 4 to 5 | After 5 | |||||||||||||||||
| 1 Year * | Years | Years | Years | Total | ||||||||||||||||
| Operating lease obligations | $ | 71,128 | $ | 154,111 | $ | - | $ | - | $ | 225,239 | ||||||||||
| Gahcho Kué Project commitments | 73,188,811 | 24,369,723 | - | - | 97,558,534 | |||||||||||||||
| Trade and other payables | 33,928,268 | - | - | - | 33,928,268 | |||||||||||||||
| Loan facility - Principal | - | 39,647,309 | 49,368,921 | 34,634,770 | 123,651,000 | |||||||||||||||
| Loan facility - Interest | - | 31,128,200 | 11,548,100 | 3,866,800 | 46,543,100 | |||||||||||||||
| Interest Rate Swap Contracts: | ||||||||||||||||||||
| Outflows | 946,611 | 3,009,845 | (822,626 | ) | (862,937 | ) | 2,270,893 | |||||||||||||
| Forward Exchange Contracts**: | ||||||||||||||||||||
| Inflows | (45,686,425 | ) | (105,412,032 | ) | - | - | (151,098,457 | ) | ||||||||||||
| Outflows | 45,723,199 | 105,517,813 | - | - | 151,241,012 | |||||||||||||||
| $ | 108,171,592 | $ | 98,414,969 | $ | 60,094,395 | $ | 37,638,633 | $ | 304,319,589 | |||||||||||
* represents amounts from July 1, 2015 to December 31, 2015
**The foreign exchange contracts inflows and outflows have been signed with six of the seven lenders. In the scenario where one or more of these lenders are unable to pay, the Company could be exposed to the outflow of agreed upon funds for the remaining contracts at that time. Any offsetting would be at the discretion of the lenders. The Company believes it has no significant credit risk.
| Page 19 |
Other Management Discussion and Analysis Requirements
RISKS
Mountain Province’s business of exploring, permitting and developing mineral resources involves a variety of operational, financial and regulatory risks that are typical in the mining industry. The Company attempts to mitigate these risks and minimize their effect on its financial performance, but there is no guarantee that the Company will be profitable in the future, and investing in the Company’s common shares should be considered speculative.
Mountain Province’s business of exploring, permitting and developing mineral properties is subject to a variety of risks and uncertainties, including, without limitation:
| § | risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; |
| § | results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; |
| § | mining exploration risks, including risks related to accidents, equipment breakdowns or other unanticipated difficulties with or interruptions in production; |
| § | the potential for delays in exploration activities or the completion of feasibility studies; |
| § | risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses; |
| § | risks related to foreign exchange fluctuations and prices of diamonds; |
| § | risks related to commodity price fluctuations; |
| § | the uncertainty of profitability based upon the Company's history of losses; |
| § | risks related to failure of its joint venture partner to obtain adequate financing on a timely basis and particularly given recent volatility in the global financial markets; |
| § | development and production risks including and particularly risks for weather conducive to the building and use of the Tibbitt to Contwoyto Winter Road; |
| § | risks related to environmental regulation, permitting and liability; |
| § | risks related to legal challenges to construction and/or operating permits that are approved and/or issued; |
| § | political and regulatory risks associated with mining, exploration and development; |
| § | geological and technical conditions at the Company’s Gahcho Kué Diamond Mine being adequate to permit development; |
| § | the ability to develop and operate the Company’s Gahcho Kué Diamond Mine on an economic basis and in accordance with applicable timelines; |
| § | aboriginal rights and title; |
| § | failure of plant, equipment, processes and transportation services to operate as anticipated; |
| § | possible variations in ore grade or recovery rates, permitting timelines, capital expenditures, reclamation activities, land titles, and social and political developments, and other risks of the mining industry; and |
| § | other risks and uncertainties related to the Company's prospects, properties and business strategy. |
As well, there can be no assurance that any further funding required by the Company will become available to it, and if so, that it will be offered on reasonable terms, or that the Company will be able to secure such funding. Furthermore, there is no assurance that the Company will be able to secure new mineral properties or projects, or that they can be secured on competitive terms.
Disclosure of Outstanding Share Data
The Company’s common shares are traded on the Toronto Stock Exchange (TSX) under the symbol MPV and on the NASDAQ under the symbol MDM.
At August 13, 2015, there were 159,678,833 shares issued and 2,285,000 stock options outstanding. There were no warrants outstanding.
There are an unlimited number of common shares without par value authorized to be issued by the Company.
| Page 20 |
Controls and Procedures
Disclosure Controls and Procedures
The Company's disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is communicated to senior management to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined under the rules of the Canadian Securities Administration, was conducted as at December 31, 2014 under the supervision of the Company’s management. Based on results of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2014 in providing reasonable assurance that the information required to be disclosed in the Company’s annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported in accordance with securities legislation.
Since December 31, 2014 evaluation, there have been no material changes to the Company’s disclosure controls and procedures and their design remains effective.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining the Company’s Internal Control Over Financial Reporting. Management has conducted an evaluation of internal control over financial reporting based on the framework established in “Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as at December 31, 2014. There have not been any changes in the Company’s Internal Control Over Financial Reporting or in other factors that occurred during the quarter ended June 30, 2015, that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Control Over Financial Reporting.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
Certain of the statements made and information contained herein is “forward-looking information” within the meaning of the Ontario Securities Act. Forward-looking information may include, but is not limited to, statements with respect to the success of exploration activities, future mineral exploration, permitting time lines, requirements for additional capital, sources and uses of funds, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, future remediation and reclamation activities, the timing of activities and the amount of estimated revenues and expenses. Forward-looking information is based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long term price of diamonds; that the Company can access financing, appropriate equipment and sufficient labour and that the political environment where the Company operates will continue to support the development and operation of mining projects. Should underlying assumptions prove incorrect, or one or more of the risks and uncertainties described below materialize, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements.
Forward-looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, risks and uncertainties relating to foreign currency fluctuations; risks inherent in mining including environmental hazards, industrial accidents, unusual or unexpected geological formations, ground control problems and flooding; delays or the inability to obtain necessary governmental permits or financing; risks associated with the estimation of mineral resources and reserves and the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; the potential for and effects of labor disputes or other unanticipated difficulties with or shortages of labor or interruptions in production; failure of plant, equipment or processes to operate as anticipated; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, diamond price fluctuations; uncertain political and economic environments; changes in laws or policies, and other risks and uncertainties, including those described under Risk Factors. Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations. The Company undertakes no obligation to publicly update or review the forward-looking statements whether as a result of new information, future events or otherwise, other than as required under applicable securities laws.
| Page 21 |
Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates
This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Unless otherwise indicated, all resource and reserve estimates included in this MD&A have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining and Metallurgy Classification System. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.
Canadian standards, including NI 43-101, differ significantly from the requirements of Industry Guide 7 promulgated by the United States Securities and Exchange Commission (“SEC”) under the United States Securities Act of 1933, as amended, and resource and reserve information contained herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC's disclosure standards under Industry Guide 7 do not define the terms and normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. U.S. Investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable.
Disclosure of “contained ounces” (or “contained carats”) in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC’s Industry Guide 7, and reserves reported by the Company in compliance with NI 43-101 may not qualify as “reserves” under Industry Guide 7 standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U. S. standards.
On behalf of the Board of Directors,
“Patrick Evans”
Patrick Evans
President & CEO
August 13, 2015
| Page 22 |