[Revision Draft: April, 2005]

Charter of the Board of Directors (the "Board")
and the Committees thereof
of Mountain Province Diamonds Inc. (the "Company")

Article 1 - The Board

1.1     Statement of Policy.

The Board is responsible for the stewardship of the Company.
Without limiting the generality of the foregoing, the Board is responsible for:

| | (a) |  | identifying the principal risks of the Company's business, ensuring the
        implementation of appropriate systems to manage these risks and guiding
        the Company forward in a manner that takes into account these risks as
        well as the opportunities of the business;
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| |     |  |                                                                                                                                                                                                                                                                                          
| | (b) |  | as the need arises, appointing, training and monitoring senior
        management and determining what competencies, skills and personal
        qualities it should seek in new Board members in order to add value to
        the Company;                                             
| |     |  |                                                                                                                                                                                                                                                                                          
| | (c) |  | ensuring the integrity of the Company's disclosure controls and
        procedures, internal controls and management information systems;                                                                                                                                                
| |     |  |                                                                                                                                                                                                                                                                                          
| | (d) |  | approving or developing the corporate objectives that the CEO is
       responsible for meeting and assessing the CEO against these objectives;
       and                                                                                                                               
| |     |  |                                                                                                                                                                                                                                                                                          
| | (e) |  | ensuring that the Board is functioning independently of management.                                                                                                                                                                                                                      

The majority of the Board must be comprised of individuals
who are "unrelated" and "independent". "Unrelated" means independent of
management and free from any interest and any business or other relationship
that could, or could reasonably be perceived to, materially interfere with the
director's ability to act with a view to the best interests of the Company,
other than the interests and relationships arising from shareholding. If there
is a shareholder with the ability to exercise a majority of the votes for the
election of the Board, then the Board must also include a number of directors
who do not have interests in or relationships with either the Company or the
shareholder. For the purposes of this Article 1, "independent directors" has the
meaning ascribed to that term in section 121A of the American Stock Exchange
Company Manual (the "AMEX Rules").

1.3     Chair of the Board.
The Chair should not be a member of management. If the Chair
is a member of management, then a lead director must be appointed. The Chair or
lead director, as applicable, is responsible for ensuring that the Board carries
out its responsibilities effectively.
1.4     Decisions Requiring Prior Board Approval.
The Company will only undertake or proceed with the following
matters with the prior approval of a majority of the Board:

| | (a) |  | allot or issue any securities of any class of shares of the Company and
       any rights, warrants, options or other instruments entitling the holder,
       whether or not on a contingency, to acquire from the Company securities,
       and any instruments convertible or exchangeable, whether or not on a
       contingency, into any of the foregoing;
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| |     |  |                                                                                                                                                                                                                                                                                                                                                                   
| | (b) |  | make a declaration or payment of any dividends or purchase for
       cancellation, redeem or acquire any securities of the Company;                                                                                                                                                                                                                              
| |     |  |                                                                                                                                                                                                                                                                                                                                                                   
| | (c) |  | adopt an annual budget;                                                                                                                                                                                                                                                                                                                                           
| |     |  |                                                                                                                                                                                                                                                                                                                                                                   
| | (d) |  | enter into any joint venture agreement with respect to any of the
       Company's natural resource properties;                                                                                                                                                                                                                                                   
| |     |  |                                                                                                                                                                                                                                                                                                                                                                   
| | (e) |  | enter into any agreement with any employee, consultant or officer where
       the compensation or full-time equivalent compensation exceeds $75,000 per
       annum;                                                                                                                                                                                            
| |     |  |                                                                                                                                                                                                                                                                                                                                                                   
| | (f) |  | materially change the nature of the Company's business;                                                                                                                                                                                                                                                                                                           
| |     |  |                                                                                                                                                                                                                                                                                                                                                                   
| | (g) |  | sell or otherwise dispose of any of the Company's natural resource
       properties out of the ordinary course of business, unless such sale is in
       connection with a transaction permitted under paragraph (h) below;                                                                                                                                     
| |     |  |                                                                                                                                                                                                                                                                                                                                                                   
| | (h) |  | make or incur any single capital expenditure in excess of $50,000, which
       is not included in the Company's budget for that year previously approved
       by the Board;                                                                                                                                                                                    
| |     |  |                                                                                                                                                                                                                                                                                                                                                                   
| | (i) |  | increase or decrease the authorized capital of the Company or alter the
       share capital of the Company including, without limitation, any share
       rights in respect of the Company's common shares;                                                                                                                                                     
| |     |  |                                                                                                                                                                                                                                                                                                                                                                   
| | (j) |  | amalgamate, consolidate, merge or combine or enter into an agreement to
       amalgamate, consolidate, merge or combine the Company or any of its
       subsidiaries with any other entity;                                                                                                                                                                     

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| | (k) |  | change the fiscal year end of the Company; and                                                                                                                                                                                                    
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| |     |  |                                                                                                                                                                                                                                                   
| | (l) |  | undertake any proceedings toliquidate,
        dissolve or reorganize the Company or any of its subsidiaries or under
        any bankruptcy, insolvency or receivership legislation in respect of the
        Company or any of its subsidiaries.

1.5     Board Meetings.

The Board will meet six times a year on a bi-monthly basis,
at such time and place as is agreed to by the Board. At least five days prior to
the meeting, the Secretary will circulate (i) an agenda; and (ii) financial
information for the period following the last Board meeting, including actual
expenditure by category in the period, a variance analysis versus budget and the
revised estimated year-end cash balance. Any director may submit an item to the
Secretary to be included on the agenda. Within five business days of the
meeting, the Secretary will circulate the minutes for review and comment. In the
event a resolution is to be passed by way of written consent rather than a
meeting of the Board, a brief summary of the background and purpose of the
resolution will be provided to the directors. The independent directors shall
meet on a regular basis as often as necessary to fulfill their responsibilities,
including at least annually in executive session without the presence of
non-independent directors and management.

1.6     Annual Budget.

On or before December 1 of each year, the Board will be
provided with a detailed budget for the upcoming year, to be approved by the
Board.

Article 2 - The Audit Committee

2.1     Composition.

The Audit Committee will be composed of at least three
directors who, for the purposes of this Article 2.1, must meet the tests of
"independence" in each of Multilateral Instrument 52-110 (Audit Committees)
("MI-52-110") of the Canadian Securities Administrators, section 121A of the
AMEX Rules and Rule 10A-3 promulgated by the United States Securities Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934, and all of
whom must have the ability to read and understand a balance sheet, an income
statement and a cash flow statement. At least one director must be an "audit
committee financial expert" as defined under Item 401(h) of Regulation S-K
adopted by the SEC. Audit committee financial expert means a person who has:

| | (a) |  | an understanding of financial statements and generally accepted
           accounting principles;
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| | (b) |  | an ability to assess the general application of such principles in
           connection with the accounting for estimates, accruals and reserves;                                                                                                                                                                                                                                                                                                  
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| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) |  | experience preparing, auditing, analyzing or evaluating financial
           statements that present a breadth and level of complexity of
           accounting issues that are generally comparable to the breadth and
           complexity of issues that can reasonably be expected to be raised by
           the Company's financial statements, or experience actively
           supervising one or more persons engaged in such activities;
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) |  | an understanding of internal controls and procedures for financial
           reporting; and                                                                                                                                                                                                                                                                                                                                                        
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) |  | an understanding of audit committee functions.                                                                                                                                                                                                                                                                                                                                                                                                      

An audit committee financial expert shall have acquired such attributes
through:

| | (a) |  | Education and experience as a principal financial officer, principal
accounting officer, controller, public accountant or auditor or experience in
one or more positions that involve the performance of similar functions;
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| |     |  |                                                                                                                                                                                                                            
| | (b) |  | Experience actively supervising a principal financial officer, principal
accounting officer, controller, public accountant, auditor or person performing
similar functions;                                                
| |     |  |                                                                                                                                                                                                                            
| | (c) |  | Experience overseeing or assessing the performance of companies or public
accountants with respect to the preparation, auditing or evaluation of financial
statements; or                                                  
| |     |  |                                                                                                                                                                                                                            
| | (d) |  | Other relevant experience.                                                                                                                                                                                                 

The CEO must notify the American Stock Exchange promptly in the event that
the Company is not in compliance with the requirement of Rule 10A-3.

2.2     Purpose.

The Audit Committee is appointed by the Board to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee shall
provide assistance to the members of the board of directors in fulfilling their
responsibility to the stockholders, potential stockholders and investment
community to oversee the quality and integrity of financial reports of the
Company, the Company's compliance with legal and regulatory requirements, the
qualifications and independence of the Company's external auditors, and the
performance of the Company's internal audit function and its external auditors.
In so doing, it is the responsibility of the Audit Committee to maintain free
and open communications between the directors, the external auditors, and the
financial management of the Company. It is the expectation of the Audit
Committee that the financial management will fulfill its responsibility of
bringing any significant items to the attention of the Audit Committee.

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2.3     External Advisors.
The Audit Committee has the authority to conduct any
investigation appropriate to fulfilling its responsibilities, and it has direct
access to the external auditors as well as anyone in the organization. The Audit
Committee has the ability to retain, and set and pay the compensation at the
Company's expense, special legal, accounting or other consultants or experts it
deems necessary in the performance of its duties.
2.4     Meetings.
The Audit Committee will meet on at least a quarterly basis.
The Audit Committee Chair will, with input from the CEO, CFO and external
auditors, prepare or approve an agenda in advance of each meeting. The CFO will
act as management advisor to the Audit Committee, and will attend regular
meetings. The CFO will discuss key accounting estimates and subjective
adjustments for each interim period. The external auditors will also be asked to
attend regular meetings. The external auditors should periodically discuss the
appropriateness of accounting, including accounting alternatives and choices
made by management. At the beginning or end of each regular meeting, the CFO and
external auditors will be excused so that Audit Committee members may have a
private session.
In addition to the regular meetings, the Audit Committee will
meet privately at least annually with each of management and the external
auditors, to discuss any matters that the Audit Committee or each of these
groups believe should be discussed. In addition, the Audit Committee will
communicate with management and the external auditors quarterly to review the
Company's interim financial statements and significant findings based upon the
external auditors' review procedures.
The Audit Committee will maintain minutes of meetings and
periodically report to the Board on significant results of its activities.
2.5     Review Procedures.
The Audit Committee's duty and responsibility to monitor the
integrity of the Company's financial reporting process and system of internal
controls regarding financial reporting and accounting compliance includes:

| | (a) |  | reviewing the Company's annual audited financial statements,
           management discussion and analysis, annual and interim earnings press
           releases and related documents prior to filing or distribution. The
           review should include discussion with management and external
           auditors of significant issues regarding accounting principles,
           practices and significant management estimates and judgments;
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| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) |  | annually, in consultation with management and
        external auditors: (i) considering the integrity of the Company's
           financial reporting processes and internal                                                                                                                                                                                                                                                                            

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| |     |  | controls; (ii) discussing significant financial risk exposures and
           the steps management has taken to monitor, control and report such
           exposures and reviewing the adequacy of such internal controls; and
           (iii) reviewing significant findings prepared by the external
           auditors together with management's responses, including the status
           of previous recommendations;
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| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) |  | reviewing the effectiveness of the overall process for identifying
           the principal risks affecting financial reporting and providing the
           Audit Committee's view to the Board;                                                                                                                                                                                                                              
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) |  | reviewing with management and the external auditors the Company's
           quarterly financial statements and related documents prior to filing
           or distribution and discussing with them any significant changes to
           the Company's accounting principles; and                                                                                                                                           
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) |  | reviewing procedures for the Company's public disclosure of financial
           information extracted or derived from the Company's financial
           statements and assessment of the adequacy of these procedures from
           time to time.                                                                                                                                                                          

2.6     External Auditors.

The external auditors are ultimately accountable to the Audit
Committee and the Board, as representatives of the shareholders. The external
auditors will report directly to the Audit Committee. The Audit Committee will:

| | (a) |  | review the independence and performance of the external auditors and
           annually recommend to the shareholders the appointment of the
           external auditors or approve any discharge of external auditors when
           circumstances warrant;                                                                                                                                                                                                                                                                                
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| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) |  | engage the external auditors to perform tax services and other de-minimus services subject to any prohibitions
        against non-audit services as set forth in the Sarbanes-Oxley Act, any
        regulations of the AMEX or the national securities exchange or over the
        counter market upon which the Company's common stock is then listed, or
        any other applicable laws and regulations. The performance of such
        services by the external auditors shall be approved in advance by the
        Audit Committee;
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) |  | Meet separately, on a periodic basis, with management, with those
           responsible for the internal audit function, and with the external
           auditors;                                                                                                                                                                                                                                                                                                                                                                           
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) |  | Report the results of the annual audit to the Board of Directors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) |  | approve the fees and other significant compensation to be paid to the
           external auditors;                                                                                                                                                                                                                                                                                                                                                                                                                                            

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| | (f) |  | on an annual basis, ensure the receipt from external auditors of a
           formal written statement delineating all relationships between the
           auditor and the Company consistent with Independence Standards Board
           Standard 1, and review and discuss with the external auditors all
           significant relationships they have with the Company that could
           impair the external auditors' independence, or recommend that the
           Board take appropriate action to oversee the independence of the
           auditors;
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| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (g) |  | review the external auditors' audit plan to see that it is
           sufficiently detailed and covers any significant areas of concern
           that the Audit Committee may have;                                                                                                                                                                                                                                                                                                                                                                                 
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (h) |  | before or after the financial statements are issued, discuss certain
           matters required to be communicated to audit committees in accordance
           with the standards established by the Canadian Institute of Chartered
           Accountants;                                                                                                                                                                                                                                                                                                        
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (i) |  | consider the external auditors' judgments about the quality and
           appropriateness of the Company's accounting principles as applied in
           the Company's financial reporting;                                                                                                                                                                                                                                                                                                                                                                         
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (j) |  | resolve any disagreements between management and the external
           auditors regarding financial reporting;                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (k) |  | approve in advance and establish procedures in accordance with MI
           52-110 for all audit services and any non-prohibited non-audit
           services to be undertaken by the external auditors for the Company;                                                                                                                                                                                                                                                                                                                                            
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (l) |  | receive from the external auditors timely reports of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |  | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (m) |  | review and approve the Company's hiring policies
        regarding partners, employees and former partners and employees of the
        present and former external auditors of the issuer.                                                                                                                                                                                                                                                                                                                                                                           

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On at least an annual basis, the Audit Committee will review
with the Company's legal counsel any legal matters that could have a significant
impact on the organization's financial statements, the Company's compliance with
applicable laws and regulations and inquiries received from regulators or
governmental agencies.

2.8     Complaints.

The Audit Committee will handle complaints and establish
procedures for the receipt, retention and treatment of complaints regarding
accounting, internal accounting controls and auditing matters, and the
confidential and anonymous submission by employees of the issuer of concerns
regarding questionable accounting or auditing matters;

Individuals are strongly encouraged to approach a member of
the Audit Committee with any complaints or concerns regarding accounting,
internal accounting controls or auditing matters. An employee of the Company who
is concerned about questionable accounting or auditing manners may submit a
detailed written complaint, on a no-names basis, to the Chair of the Audit
Committee. Upon receiving a verbal or written complaint, the Audit Committee
will conduct a prompt, thorough and fair examination, document the situation
and, if appropriate, recommend to the Board appropriate corrective action. The
Audit Committee will have the power to retain outside counsel, for this purpose
if, in its judgment, that is appropriate.

To the extent practicable, all complaints will be kept
confidential. The Company will not condone any retaliation for a complaint made
in good faith.

2.9     Funding.

The Board and management will ensure that the Company
provides for appropriate funding, as determined by the Audit Committee, in its
capacity as a committee of the board of directors, for payment of: (1)
Compensation to any registered public accounting firm engaged for the purpose of
preparing or issuing an audit report or performing other audit, review or attest
services for the listed issuer; (2) Compensation to any advisers employed by the
Audit Committee under Section 2.3; and (3) Ordinary administrative expenses of
the Audit Committee that are necessary or appropriate in carrying out its
duties.

2.10     Other Duties and Responsibilities.

The Audit Committee will obtain annually the full Board of
Directors' approval of this Article 2 and review and reassess this Article 2 as
conditions dictate. The Audit Committee will administer and monitor compliance
with the Company's Ethics and Conflict of Interest Policy.

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Article 3 - Nominating/Corporate Governance Committee

3.0     Composition.
The Nominating/Corporate Governance Committee must be
composed exclusively of directors who are not members of management, a majority
of whom are unrelated and independent (as defined in the AMEX Rules). The
Nominating/Corporate Governance Committee must meet separately from the Board.
3.1     Proposing Nominees.
The Nominating/Corporate Governance Committee is responsible
for proposing to the Board new nominees to the Board, and for assessing
directors on an ongoing basis (using a process approved by the Board). It should
use the succession planning undertaken by the Board as a framework for
developing the list of candidates.
3.2     Governance Issues.
The Nominating/Corporate Governance Committee is responsible
for developing the Company's approach to governance issues and for the Company's
response to the provisions of the Sarbanes-Oxley Act of 2002, as implemented by
the SEC and the Toronto Stock Exchange's governance guidelines.
Article 4 - Compensation Committee

4.1     Compensation Committee.
The Compensation Committee must be composed exclusively of
directors who are not members of management, a majority of whom are unrelated
and independent (as defined in the AMEX Rules). The Compensation Committee must
meet separately from the Board. The Compensation Committee will make
recommendations to the Board on the Company's framework of executive
remuneration and its cost and on specific remuneration packages for each of the
executives. The CEO may not be present during voting or deliberations on the
matters regarding his ore her compensation. The remuneration of non-executives,
including members of the Compensation Committee, will be determined by the
Board.

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