**Mountain
      Province Diamonds Inc**
































**Corporate
      Governance Policies**





























**May
      29, 2006**











**Content**





1.
            Mandate
                of the Board of Directors





2.
            Terms
                of Reference of the Corporate Governance Committee of the Board of
                Directors





3.
            Terms
                of Reference of the Compensation Committee of the Board of
                Directors





4.
            Charter
                of the Audit Committee of the Board of
                Directors





5.
            Policy
                on Trading in Securities





6.
            Corporate
                Disclosure Policy





7.
            Business
                Conduct Policy





8.
            Whistleblower
                Policy











**Mountain
      Province Diamonds Inc**





Mandate
      of the Board of Directors





May
      29,
      2006














The
      Board
      of Directors of Mountain Province Diamonds Inc (“MPV”) believes that the
      appropriate mix of skills, experience, age and gender will help to enhance
      its
      performance. The Board’s composition should reflect business experience
      compatible with the Company’s business objectives.





*Composition*





Currently,
      four of six members of the Board are independent. The Chair of the Board shall
      be an independent director. If appointing a Chair of the Board who is an
      independent director is not appropriate, the Board will appoint a lead director
      who is an independent director.





*Meetings*





The
      Board
      shall meet at least four times annually, or more frequently, as circumstances
      dictate. In addition, the Board shall hold separate, regularly scheduled
      meetings of independent directors at which members of management are not
      present.





*Position
      Descriptions*





The
      Board
      shall develop clear position descriptions for directors, including the Chair
      of
      the Board and the Chair of each Board committee. Additionally, the Board,
      together with the Chief Executive Officer (“CEO”), shall develop a clear
      position description for the CEO, which includes defining management’s
      responsibilities. The Board shall also develop or approve the corporate goals
      and objectives that the CEO is responsible for meeting.





The
      Board
      is elected by the shareholders and represents all shareholders’ interests in
      continuously creating shareholder value. The following is the mandate of the
      Board.





·
            Advocate
                and support the best interests of the
                Company.





·
            Review
                and approve strategic, business and capital plans for the Company
                and
                monitor management’s execution of such
                plans.





·
            Review
                whether specific and relevant corporate measurements are developed
                and
                adequate controls and information systems are in place with regard
                to
                business performance.





·
            Review
                the principal risks of the Company’s business and pursue the
                implementation by management of appropriate systems to manage such
                risks.








·
            Monitor
                progress and efficiency of strategic, business, and capital plans
                and
                require appropriate action to be taken when performance falls short
                of
                goals.





·
            Review
                measures implemented and maintained by the Company to ensure compliance
                with statutory and regulatory
                requirements.





·
            Select,
                evaluate, and set the compensation of the President and
                CEO.





·
            Annually
                review appropriate senior management compensation
                programs.





·
            Monitor
                the practices of management against the Company’s disclosure policy to
                ensure appropriate and timely communication to shareholders of material
                information concerning the Company.





·
            Monitor
                safety and environmental programs.





·
            Monitor
                the development and implementation of programs for management succession
                and development.





·
            .Approve
                selection criteria for new candidates for
                directorship.





·
            Provide
                new directors with a comprehensive orientation, and provide all directors
                with continuing education
                opportunities.





·
            Assure
                shareholders of conformity with applicable statutes, regulations
                and
                standards (for example, environmental risks and liabilities, and
                conformity with financial
                statements).





·
            Regularly
                conduct assessments of the effectiveness of the Board, as well as
                the
                effectiveness and contribution of each Board committee and each individual
                director.





·
            Establish
                the necessary committees to monitor the
                Company.





·
            Provide
                advice to and act as a sounding board for the President and
                CEO.





·
            Discharge
                such other duties as may be required in the good stewardship of the
                Company.





In
      addressing its mandate, the Board assumes responsibility for the following
      approvals:





*Financial
      Approvals:*





-
            Strategic
                plan


-
            Annual
                business and capital plans


-
            Annual
                financial statements and auditors’
report


-
            Quarterly
                earnings and press release


-
            Budgeted
                capital expenditures


-
            Unbudgeted
                capital expenditures in excess of
                $100,000


-
            Acquisitions/divestitures


-
            Significant
                financing or refinancing
                opportunities




-2-


-
            Dividend
                policy


-
            Share
                re-purchase programs


-
            Individual
                operating, real property or capital leases having total commitment
                in
                excess of $100,000





*Human
      Resources Approvals:*





-
            Appointment/succession/dismissal
                of President and CEO


-
            Compensation
                of President and CEO


-
            Executive
                compensation arrangements and incentive
                plans





*Administration
      and Compliance Approvals:*





-
            Appointment
                of Board Committees and their
                Chairs


-
            Nomination
                of Directors


*
            -
            Recommendation
                of Auditors to the Shareholders


-
            Proxy
                circular


-
            Appointment
                of Chairman


*
            -
            Major
                policies





*
            Board
                may delegate to committees





-3-





**Mountain
      Province Diamonds Inc**





Terms
      of
      Reference





Corporate
      Governance Committee of the Board of Directors





May
      29,
      2006














**Mandate**





**A.**
            **Role
                and Objective**





The
      Corporate Governance Committee (the "Committee") is a committee of the Board
      of
      Directors (the "Board") of Mountain Province Diamonds Inc ("MPV") which has
      been
      constituted to assist the Board in fulfilling its oversight responsibilities
      in
      relation to the corporate governance practices and policies of MPV.





**B.**
            **Composition**





1.
            The
                Committee shall comprise at least three directors, one of which shall
                be
                the CEO.





2.
            Members
                of the Committee shall be appointed by the Board. Each member shall
                serve
                until his successor is appointed, unless he shall resign or be removed
                by
                the Board or he shall otherwise cease to be a director of
                MPV.





3.
            The
                Chair of the Committee may be designated by the Board or, if it does
                not
                do so, the members of the Committee may elect a Chair by vote of
                a
                majority of the full Committee membership. The Committee Chair shall
                be an
                independent director.





4.
            The
                Committee shall have access to such officers and employees of MPV
                and its
                subsidiaries and to such information respecting MPV and its subsidiaries
                as it considers necessary or advisable in order to perform its duties
                and
                responsibilities.





**C.**
            **Meetings**





1.
            At
                all meetings of the Committee, every question shall be decided by
                a
                majority of the votes cast. In case of an equality of votes, the
                matter
                will be referred to the Board for
                decision.





2.
            A
                quorum for meetings of the Committee shall be a majority of its
                members.





3.
            Meetings
                of the Committee shall be scheduled to occur not less than twice
                a year.
                Minutes of all meetings of the Committee shall be taken. The Chair
                of the
                Committee shall hold*in
                camera*sessions
                of the Committee, without management present, at every
                meeting.








4.
            The
                Committee shall report the results of meetings and reviews undertaken
                and
                any associated recommendations to the
                Board.





**D.**
            **Responsibilities**





The
      Committee has the overall responsibility for reviewing the corporate governance
      practices of MPV and assessing the functioning and effectiveness of the Board,
      its committees and its individual members. To carry out its oversight
      responsibilities, the Committee shall undertake the following:





1.
            Develop
                for approval by the Board, and annually review the approach of MPV
                to
                corporate governance matters and make recommendations to the Board
                which
                the Committee considers advisable to satisfy itself that MPV follows
                appropriate and proper corporate governance
                practices.





2.
            Review,
                and recommend to the Board for approval, reports and disclosure concerning
                MPV’s corporate governance practices as required by applicable securities
                laws, rules or guidelines, any applicable stock exchange requirements
                or
                guidelines and any other applicable regulatory
                rules.





3.
            Recommend
                an individual to serve as Chairman of the
                Board.





4.
            Make
                recommendations to the Board as to which directors should be classified
                as
                unrelated or independent directors, as applicable, pursuant to applicable
                securities laws, rules or guidelines, any applicable stock exchange
                requirements or guidelines and any other applicable regulatory
                rules.





5.
            Together
                with the Chairman of the Board, review annually and recommend to
                the Board
                management's succession plan including provisions for appointing,
                training
                and monitoring senior management and the appropriateness of the current
                and future organisational structure of
                MPV.





6.
            Act
                as a forum for concerns of individual directors in respect of matters
                that
                are not readily or easily discussed at a full Board meeting, including
                the
                performance of management or the performance of the Board or individual
                members of the Board. The Chair of the Committee shall be responsible
                for
                developing a response to any such
                concerns.





7.
            Develop
                and recommend to the Board for approval, and review annually, structures
                and procedures designed to ensure that the Board can function
                independently of management.





8.
            Consider
                and, from time to time, make recommendations to the Board as to the
                appropriate size of the Board.





9.
            Develop
                and annually review orientation and education programs for new
                directors.





10.
            Together
                with the Chairman of the Board, develop position descriptions for
                the
                Board and for the CEO, including the definition of limits to management's
                responsibilities, approval of the corporate objectives which the
                CEO is
                responsible for meeting and assessing the CEO against these objectives
                and
                reporting the results of such assessment to the
                Board;





-2-


11.
            Together
                with the Chairman of the Board, annually assess the effectiveness
                of the
                Board as a whole, the committees of the Board, and the contribution
                of
                each individual director and make periodic reports to the Board regarding
                same.





12.
            Annually
                review, and recommend to the Board, the establishment or abolition
                of
                committees of the Board, the size and composition thereof, appointments
                to
                each committee and any change to committee terms of
                reference.





13.
            Review
                and report to the Board on matters relating to the nomination of
                directors, and in so doing:





(a)
            develop
                criteria for selection of directors and procedures to identify possible
                nominees;





(b)
            review
                and assess qualifications of board nominees including potential conflicts
                of interest; and





(c)
            determine
                if any board member's qualifications or credentials since appointment
                have
                changed, or if other circumstances have arisen, so as to warrant
                a
                recommendation that such member
                resign.





14.
            Through
                outside legal counsel, maintain a summary of the duties and liabilities
                of
                directors and annually update and provide such summary to
                directors.





15.
            Annually
                review and monitor MPV's communication policy with a view to determining
                whether MPV is communicating effectively with shareholders, other
                stakeholders, the investment community and the public
                generally.





16.
            Review,
                consider and approve the engagement, at the expense of MPV, of external
                professional and other advisors to individual directors when so requested
                by such directors.





17.
            Review
                such other matters of a corporate governance nature as may be directed
                by
                the Board from time to time.





18.
            Engage,
                or instruct management to engage, on behalf of MPV such professional
                and
                other advisors as the Committee considers appropriate in performing
                its
                obligations hereunder.





-3-





**Mountain
      Province Diamonds Inc**





Terms
      of
      Reference





Compensation
      Committee of the Board of Directors





May
      29,
      2006











**Mandate**





**A.**
            **Role
                and Objective**





The
      Compensation Committee (the "Committee") is a committee of the Board of
      Directors (the "Board") of Mountain Province Diamonds Inc ("MPV"). Its primary
      function is to assist the Board in fulfilling its oversight responsibilities
      with respect to: (i) human resources policies; and (ii) executive
      compensation.





**B.**
            **Composition**





1.
            The
                Committee shall comprise at least 3
                directors





2.
            Members
                of the Committee shall be appointed by the Board. Each member shall
                serve
                until his/her successor is appointed unless he/she shall resign or
                be
                removed by the Board or he/she shall otherwise cease to be a director
                of
                MPV. The Board shall fill any vacancy if the membership of the Committee
                is less than three directors.





3.
            The
                Chair of the Committee may be designated by the Board or, if it does
                not
                do so, the members of the Committee may elect a Chair by vote of
                a
                majority of the full Committee membership. The Chair shall be an
                independent director.





4.
            The
                Committee shall have access to such officers and employees of MPV
                or any
                other subsidiaries and to such information respecting MPV and the
                subsidiaries as it considers necessary or advisable in order to perform
                its duties and responsibilities.





**C.**
            **Meetings**





1.
            The
                Committee shall meet at least twice annually at such times and at
                such
                locations as the Chair of the Committee shall determine provided
                that one
                of the meetings shall be scheduled following preparation of the annual
                financial statements and reserves evaluation for the purpose of
                determining bonuses in respect of the immediately preceding financial
                year. Any two members of the Committee may also request a meeting
                of the
                Committee.








2.
            The
                quorum for meetings shall be a majority of the members of the Committee,
                present in person or by telephone or by other telecommunication device
                that permits all persons participating in the meeting to hear each
                other.





3.
            The
                Chair shall, in consultation with management, establish the agenda
                for the
                meetings and instruct management to ensure that properly prepared
                agenda
                materials are circulated to the Committee with sufficient time for
                study
                prior to the meeting.





4.
            Every
                question at a Committee meeting shall be decided by a majority of
                the
                votes cast.





5.
            Each
                of the CEO and CFO of MPV shall be available to advise the Committee,
                shall receive notice of all meetings of the Committee and may attend
                meetings at the invitation of the Chair of the Committee. The Chair
                of the
                Committee shall hold*in
                camera*sessions of the Committee, without management present, at every
                meeting.





6.
            A
                Committee member, or any other person selected by the Committee,
                shall be
                appointed at each meeting to act as secretary for the purpose of
                recording
                the minutes of each meeting.





7.
            The
                Committee shall provide the Board with a summary of all meetings
                together
                with a copy of the minutes from such meetings. All information reviewed
                and discussed by the Committee at any meeting shall be retained and
                made
                available for examination by the Board upon request to the
                Chair.





**D.**
            **Responsibilities**





To
      carry
      out its oversight responsibilities, the Committee shall undertake the
      following:





1.
            Review
                and recommend for approval to the Board, MPV’s key human resources
                policies.





2.
            Review
                and recommend for approval to the Board the compensation and benefits
                policy and plans, including incentive compensation
                plans.





3.
            Review
                and recommend to the Board the employment agreements of the executive
                officers of MPV.





4.
            Together
                with the Chairman of the Board, evaluate annually the performance
                of the
                CEO and recommend to the Board his/her annual compensation package
                and
                performance objectives.





5.
            Together
                with the Chairman of the Board, review annually and recommend to
                the Board
                the annual compensation package and performance objectives of the
                other
                executive officers of MPV.





6.
            Review
                annually and recommend to the Board the adequacy and form of the
                compensation of Directors of MPV and be satisfied the compensation
                realistically reflects the responsibilities and risk involved in
                being
                such a director.





7.
            Review
                annually and recommend for approval to the Board the executive
                compensation disclosure of MPV in its information circular, and be
                satisfied that the overall compensation philosophy and policy for
                executive officers is adequately disclosed and describes in sufficient
                detail the rationale for salary levels, incentive payments, share
                grants,
                share options, pensions and all other components of executive compensation
                as prescribed by applicable securities laws.





-2-


8.
            Determine
                grants of options to purchase shares of MPV under MPV’s share option plan
                and recommend same to the Board for approval.





9.
            Engage,
                at the expense of MPV, any external professional or other advisors
                which
                it determines necessary in order to carry out its duties
                hereunder.





10.
            Perform
                any other activities consistent with this mandate as the Committee
                or the
                Board deems necessary or
                appropriate.





-3-





**Mountain
      Province Diamonds Inc**





Charter
      of the





Audit
      Committee of the Board of Directors





May
      29,
      2006











**Mandate**





**A.**
            **Role
                and Objectives**





The
      Audit
      Committee (the "Committee") is a committee of the Board of Directors (the
      "Board") of Mountain Province Diamonds Inc ("MPV") established for the purpose
      of overseeing the accounting and financial reporting process of MPV and external
      audits of the consolidated financial statements of MPV. In connection therewith,
      the Committee assists the Board in fulfilling its oversight responsibilities
      in
      relation to MPV's internal accounting standards and practices, financial
      information, accounting systems and procedures, financial reporting and
      statements and the nature and scope of the annual external audit. The Committee
      also recommends for Board approval MPV’s audited annual consolidated financial
      statements and other mandatory financial disclosure.





MPV’s
      external auditor is accountable to the Board and the Committee as
      representatives of shareholders of MPV. The Committee shall be directly
      responsible for overseeing the relationship of the external auditor. The
      Committee shall have such access to the external auditor as it considers
      necessary or desirable in order to perform its duties and responsibilities.
      The
      external auditor shall report directly to the Committee.





The
      objectives of the Committee are as follows:





1.
            to
                be satisfied with the credibility and integrity of financial
                reports;





2.
            to
                support the Board in meeting its oversight responsibilities in respect
                of
                the preparation and disclosure of financial reporting, including
                the
                consolidated financial statements of
                MPV;





3.
            to
                facilitate communication between the Board and the external auditor
                and to
                receive all reports of the external auditor directly from the external
                auditor;





4.
            to
                be satisfied with the external auditor's independence and objectivity;
                and





5.
            to
                strengthen the role of independent directors by facilitating in-depth
                discussions between members of the Committee, management and MPV’s
                external auditor.





**B.**
            **Composition**





1.
            The
                Committee shall comprise at least three directors, none of whom shall
                be
                an officer or employee of MPV or any of its subsidiaries or any affiliate
                thereof. Each Committee member shall satisfy the independence, financial
                literacy and experience requirements of applicable securities laws,
                rules
                or guidelines, any applicable stock exchange requirements or guidelines
                and any other applicable regulatory rules. In particular, each member
                of
                the Committee shall have no direct or indirect material relationship
                with
                MPV or any affiliate thereof which could reasonably interfere with
                the
                exercise of the member's independent judgment. Determinations as
                to
                whether a particular director satisfies the requirements for membership
                on
                the Committee shall be made by the full
                Board.








2.
            Members
                of the Committee shall be appointed by the Board. Each member shall
                serve
                until his successor is appointed, unless he shall resign or be removed
                by
                the Board or he shall otherwise cease to be a director of
                MPV.





3.
            The
                Chair of the Committee may be designated by the Board or, if it does
                not
                do so, the members of the Committee may elect a Chair by vote of
                a
                majority of the full Committee membership. The Committee Chair shall
                satisfy the independence, financial literacy and experience requirements
                as described above.





4.
            The
                Committee shall have access to such officers and employees of MPV
                and to
                such information respecting MPV as it considers necessary or advisable
                in
                order to perform its duties and
                responsibilities.





**C.**
            **Meetings**





1.
            At
                all meetings of the Committee, every question shall be decided by
                a
                majority of the votes cast. In case of an equality of votes, the
                matter
                will be referred to the Board for
                decision.





2.
            A
                quorum for meetings of the Committee shall be a majority of its
                members.





3.
            Meetings
                of the Committee shall be scheduled at least quarterly and at such
                other
                times during each year as it deems appropriate. Minutes of all meetings
                of
                the Committee shall be taken. The CFO shall attend meetings of the
                Committee, unless otherwise excused from all or part of any such
                meeting
                by the Committee Chair. The Chair of the Committee shall hold*in
                camera*sessions
                of the Committee, without management present, at every
                meeting.





4.
            The
                Committee shall report the results of meetings and reviews undertaken
                and
                any associated recommendations to the
                Board.





5.
            The
                Committee shall meet periodically with MPV’s external auditor in
                connection with the preparation of the annual consolidated financial
                statements and otherwise as the Committee may determine, part or
                all of
                each such meeting to be in the absence of management.





**Responsibilities**





As
      discussed above, the Committee is established to assist the Board in fulfilling
      its oversight responsibilities with respect to the accounting and financial
      reporting processes of MPV and external audits of MPV’s consolidated financial
      statements. In that regard, the Committee shall:





-2-


1.
            satisfy
                itself on behalf of the Board with respect to MPV's internal control
                systems including identifying, monitoring and mitigating business
                risks as
                well as compliance with legal, ethical and regulatory requirements.
                The
                Committee shall also review with management, the external auditor
                and, if
                necessary, legal counsel, any litigation, claim or other contingency
                (including tax assessments) that could have a material effect on
                the
                financial position or operating results of MPV (on a consolidated
                basis),
                and the manner in which these matters may be, or have been, disclosed
                in
                the financial statements;





2.
            review
                with management and the external auditor the annual consolidated
                financial
                statements of MPV, the reports of the external auditor thereon and
                related
                financial reporting, including Management's Discussion and Analysis
                and
                any earnings press releases, (collectively, "Annual Financial
                Disclosures") prior to their submission to the Board for approval.
                This
                process should include, but not be limited
                to:





(a)
            reviewing
                changes in accounting principles, or in their application, which
                may have
                a material impact on the current or future year's financial
                statements;





(b)
            reviewing
                significant accruals, reserves or other
                estimates;





(c)
            reviewing
                accounting treatment of unusual or non-recurring
                transactions;





(d)
            reviewing
                the adequacy of any reclamation
                fund;





(e)
            reviewing
                disclosure requirements for commitments and
                contingencies;





(f)
            reviewing
                financial statements and all items raised by the external auditor,
                whether
                or not included in the financial statements;
                and





(g)
            reviewing
                unresolved differences between MPV and the external
                auditor.





Following
      such review, the Committee shall recommend to the Board for approval all Annual
      Financial Disclosures;





3.
            review
                with management all interim consolidated financial statements of
                MPV and
                related financial reporting, including Management's Discussion and
                Analysis and any earnings press releases, (collectively "Quarterly
                Financial Disclosures") and, if thought fit, approve all Quarterly
                Financial Disclosures;





4.
            be
                satisfied that adequate procedures are in place for the review of
                MPV’s
                public disclosure of financial information extracted or derived from
                MPV’s
                financial statements, other than Annual Financial Disclosures or
                Quarterly
                Financial Disclosures, and shall periodically assess the adequacy
                of those
                procedures;





5.
            review
                with management and recommend to the Board for approval, any financial
                statements of MPV which have not previously been approved by the
                Board and
                which are to be included in a prospectus of
                MPV;





6.
            review
                with management and recommend to the Board for approval, MPV’s Annual
                Information Form;





7.
            with
                respect to the external auditor:





-3-


(a)
            receive
                all reports of the external auditor directly from the external
                auditor;





(b)
            discuss
                with the external auditor;





(i)
            critical
                accounting policies;





(ii)
            alternative
                treatments of financial information within GAAP discussed with management
                (including the ramifications thereof and the treatment preferred
                by the
                external auditor); and





(iii)
            other
                material, written communication between management and the external
                auditor;





(c)
            consider
                and make a recommendation to the Board as to the appointment or
                re-appointment of the external auditor, being satisfied that such
                auditor
                is a participant in good standing pursuant to applicable securities
                laws;





(d)
            review
                the terms of engagement of the external auditor, including the
                appropriateness and reasonableness of the auditor's fees and make
                a
                recommendation to the Board as to the compensation of the external
                auditor;





(e)
            when
                there is to be a replacement of the external auditor, review with
                management the reasons for such replacement and the information to
                be
                included in any required notice to securities regulators and recommend
                to
                the Board for approval the replacement of the external auditor along
                with
                the content of any such notice;





(f)
            oversee
                the work of the external auditor in performing its audit or review
                services and oversee the resolution of any disagreements between
                management and the external
                auditor;





(g)
            review
                and discuss with the external auditor all significant relationships
                that
                the external auditor and its affiliates have with MPV and its affiliates
                in order to determine the external auditor's independence, including,
                without limitation:





(i)
            requesting,
                receiving and reviewing, on a periodic basis, written or oral information
                from the external auditor delineating all relationships that may
                reasonably be thought to bear on the independence of the external
                auditor
                with respect to MPV;





(ii)
            discussing
                with the external auditor any disclosed relationships or services
                that the
                external auditor believes may affect the objectivity and independence
                of
                the external auditor; and





(iii)
            recommending
                that the Board take appropriate action in response to the external
                auditor's information to satisfy itself of the external auditor's
                independence;





-4-


(h)
            as
                may be required by applicable securities laws, rules and guidelines,
                either:





(i)
            pre-approve
                all non-audit services to be provided by the external auditor to
                MPV (and
                its subsidiaries, if any), or, in the case of*de
                minimus*non-audit services, approve such non-audit services prior to the
                completion of the audit; or





(ii)
            adopt
                specific policies and procedures for the engagement of the external
                auditor for the purposes of the provision of non-audit
                services;





(i)
            review
                and approve the hiring policies of MPV regarding partners, employees
                and
                former partners and employees of the present and former external
                auditor
                of MPV;





8.
            a)
            establish
                procedures for:





(i)
            the
                receipt, retention and treatment of complaints received by MPV regarding
                accounting, internal accounting controls or auditing matters;
                and





(ii)
            the
                confidential, anonymous submission by employees of MPV of concerns
                regarding questionable accounting or auditing matters; and





(b)
            review
                with the external auditor its assessment of the internal controls
                of MPV,
                its written reports containing recommendations for improvement, and
                MPV's
                response and follow-up to any identified weaknesses;





9.
            with
                respect to risk management, be satisfied that MPV has implemented
                appropriate systems of internal control over financial reporting
                (and
                review management's assessment thereof) to ensure compliance with
                any
                applicable legal and regulatory requirements;





10.
            review
                annually with management and the external auditor and report to the
                Board
                on insurable risks and insurance coverage;
                and





11.
            engage
                independent counsel and other advisors as it determines necessary
                to carry
                out its duties and set and pay the compensation for any such advisors.





-5-




**Mountain
      Province Diamonds Inc**





Policy
      on
      Trading in Securities by





Directors,
      Officers, Employees and Consultants





May
      29,
      2006











**Purpose**





The
      purpose of this Policy is to ensure (a) compliance with applicable Canadian
      and
      US securities laws governing trading in securities of Mountain Province Diamonds
      Inc ("MPV" or the "Corporation") while in possession of material non public
      information concerning the Corporation, and tipping or disclosing material
      non-public information to outsiders; and (b) the avoidance of embarrassment
      by
      preventing the appearance of improper trading or tipping.





In
      conjunction with regulatory requirements, it is the policy of MPV that, once
      a
      person becomes an insider (as described below), his or her security holdings
      in
      MPV, and any change therein, must be reported to the appropriate securities
      commissions. The responsibility for compliance with insider reporting
      obligations rests with the insiders and not with MPV. However, MPV has an
      interest in monitoring the holdings of its insiders and ensuring that insider
      holdings are accurately reported, as the identity of insiders and the size
      of
      their holdings may be relevant in determining whether MPV is permitted, under
      applicable securities laws and stock exchange rules, to undertake certain types
      of transactions.





**Scope**





A.
            This
                Policy covers all officers and directors of the Corporation and all
                employees and consultants of MPV. Directors, officers, employees
                and
                consultants are responsible for ensuring compliance by their families
                and
                other members of their households.





B.
            This
                Policy applies to any transactions in any securities of MPV, including
                common shares, warrants, options or other securities exchangeable
                or
                exercisable into common shares, as well as exchange-traded options
                or
                other derivative securities that are not issued by MPV but are based
                on
                securities of MPV.





C.
            This
                Policy applies not only to the securities of MPV which a director,
                officer, employee or consultant owns, but also those over which control
                or
                direction is exercised (for example as a trustee or executor of an
                estate)
                and also to the securities of MPV that are indirectly owned (for
                example
                by a corporation controlled by a director, officer, employee or consultant
                or by an immediate family member of a director, officer, employee
                or
                consultant).








D.
            This
                Policy applies not only during the course of a director's, officer's,
                employee's or consultant's service to MPV, but also after the completion
                of such service to the extent the relevant person possesses material
                non-public information at the time such service is
                completed.





**Insiders**





The
      directors and senior officers of the Corporation are considered to be insiders
      of MPV pursuant to applicable securities laws and as such are subject to a
      higher standard of scrutiny and disclosure requirements than other people who
      may trade in securities of MPV. *Insiders
      should contact the CEO or the CFO when considering a transaction in securities
      of MPV to ensure that there is no current material non-public information which
      has not been widely disseminated.*





**Reporting
      by Insiders - Canadian Requirements**





A.
            Initial
                Reports





An
      initial report must be filed within ten days of the date on which a person
      or
      corporation becomes an insider. An initial report is not required, however,
      when
      a person becomes an insider if he or she has no direct or indirect beneficial
      ownership, control or direction over securities of MPV.





B.
            Changes
                in Beneficial Ownership





A
      person
      or corporation who is an insider must report any changes in his or her direct
      or
      indirect beneficial ownership of, or control over, securities of MPV within
      ten
      days of the date such change takes place.





C.
            Stock
                Options





A
      person
      or corporation who is an insider is reminded that the grant of an option, or
      the
      exercise of an option, gives rise to reporting obligations and an insider report
      must be filed with respect to these matters within ten days of the date such
      transaction takes place.





D.
            Filing





A
      person
      or corporation who is an insider is required to use the System for Electronic
      Disclosure by Insiders ("SEDI") for reporting insider trades. Reporting through
      SEDI can be completed by insiders themselves through the internet. Insiders
      are
      referred to the internet website for SEDI at www.sedi.ca. As well, insiders
      are
      encouraged to contact the CEO or CFO with respect to any questions about filing
      through the SEDI system.





**Definition
      of Material Non-Public Information and Non-public
      Information**





E.
            Material
                Information





Securities
      legislation and this Policy make frequent reference to material information.
      In
      this Policy, material information is any information relating to the business
      and affairs of MPV that results in, or would reasonably be expected to affect
      the investment decisions of a reasonable holder of securities of MPV or an
      investor or if the information would reasonably be expected to affect the market
      price or value of any of the securities of MPV.





-2-


F.
            Non-public
                Information





Material
      information is "non-public" if it has not been generally disclosed. Information
      is considered to have been generally disclosed if: (i) the information has
      been
      disseminated in a manner calculated to effectively reach the marketplace, and
      (ii) public investors have been given a reasonable amount of time to analyse
      the
      information. For the purposes of this Policy, *information
      will be considered public; i.e., no longer non-public, after information has
      been generally disclosed by means of a broadly disseminated press release and
      the trading has closed on the first full trading day following such press
      release.*





If
      you
      are unsure whether the information that you possess is material or non-public,
      the CEO or CFO should be consulted before trading in any securities of
      MPV.





**Statement
      of Policy and Procedures**





G.
            Prohibited
                Activities





1.
            No
                insider, employee or consultant may trade in securities of MPV while
                in
                possession of material non-public information concerning
                MPV.





2.
            No
                insider, employee or consultant may trade in securities of MPV outside
                of
                the "trading windows" described below, or during any designated special
                trading blackout periods.





3.
            No
                insider, employee or consultant may trade in securities of MPV during
                any
                trading blackout period imposed on employees and consultants of MPV
                generally.





4.
            No
                insider, employee or consultant may disclose material non-public
                information concerning MPV to any outside person (including family
                members, analysts, individual investors and members of the investment
                community and news media) unless such disclosure is necessary in
                the
                course of business and in accordance with MPV's Disclosure Policy.
                In any
                instance where such information is disclosed to outsiders, the outsider
                must be advised that they must not disclose the information to anyone
                else, other than in the necessary course of business, and they may
                not
                trade in securities of MPV until the information has been generally
                disclosed.





5.
            No
                insider, employee or consultant may give trading advice of any kind
                relating to securities of MPV to anyone while possessing material
                non-public information about MPV, except that insiders, employees
                and
                consultants should advise others not to trade securities of MPV if
                such
                trade might violate the law or this
                Policy.





-3-


6.
            No
                insider, employee or consultant may (a) trade in securities of any
                other
                public company, trust, partnership or other entity (a "company")
                while
                possessing material non-public information concerning that company;
                (b)
                "tip" or disclose material non-public information concerning any
                company
                to anyone; or (c) give trading advice of any kind to anyone concerning
                any
                other company while possessing material non-public information about
                that
                company that such insider, employee or consultant learned in the
                course of
                service to MPV.





7.
            In
                order to avoid possible inadvertent conflict with this Policy, it
                is
                recommended that, outside of any stock option plans, no insider leave
                with
                a broker any outstanding sell or purchase
                orders.





8.
            No
                insider, employee or consultant may (a) engage in short sales of
                securities of MPV, or (b) buy or sell puts, calls or other derivatives
                in
                respect of securities of MPV.





H.
            Trading
                Windows and Blackout Periods





1.
            *Definition
                of Blackout Period and Trading
                Window*





A
      "blackout period" is any time when an insider, employee or consultant is
      restricted by the terms of this Policy or applicable securities law from trading
      in securities of MPV. Alternatively, a "trading window" is the period of time
      between blackout periods where an insider, employee or consultant is not
      restricted by the terms of this Policy or applicable securities law from trading
      in securities of MPV.





2.
            *Designation
                of Blackout Periods*





MPV
      will
      use reasonable efforts to notify insiders, employees and consultants by e-mail
      when a general blackout period is in effect. However, it is the obligation
      of
      every insider, employee and consultant to ensure, prior to affecting a trade,
      that a blackout period is not in effect or such person is not otherwise
      restricted from trading in securities of MPV. In the event that an insider,
      employee or consultant is unsure whether they may trade in securities of MPV,
      they should contact the CEO or CFO to determine if a general blackout period
      is
      in effect or if the insider, employee or consultant is in possession of material
      undisclosed information.





3.
            *Trading
                Windows for Insiders*





Insiders
      may trade in securities of MPV only during the period beginning after the close
      of business one day following widespread public release of quarterly or year-end
      financial results and ending at the close of trading on the earlier to occur
      of
      the fifth day preceding a meeting of the board of directors of the Corporation
      or the Audit Committee to approve any distribution or earnings press release
      or
      any financial statements reflecting MPV's operating results. However, such
      trading windows may be modified from time to time.





-4-


4.
            *Trading
                Windows for Employees and
                Consultants*





All
      other
      employees and consultants who are not insiders may trade in securities of MPV
      at
      any time, provided they are not in possession of material non-public information
      and no blackout period applicable to such employee or consultant is in
      place.





5.
            *No
                Trading While in Possession of Material Non-public Information or
                During
                Blackout Periods*





No
      insider, employee or consultant possessing material non-public information
      concerning MPV may trade in securities of MPV even during applicable trading
      windows. Persons possessing such information may trade during a trading window
      only after the close of trading on the next full trading day following the
      widespread public release of the information.





No
      insider, employee or consultant may trade in securities of MPV outside of
      applicable trading windows or during any designated blackout periods. No
      insider, employee or consultant may disclose to any outside third party that
      a
      special blackout period has been designated.





I.
            Priority
                of Statutory or Regulatory Trading
                Restrictions





The
      trading prohibitions and restrictions set forth in this Policy will be
      superseded by any greater prohibition or restrictions prescribed by applicable
      Canadian and United States securities laws and regulations.





**Enforcement**





The
      consequences of prohibited insider trading or tipping can be severe. Below
      are
      the penalties under Canadian and United States securities legislation for
      insider trading.





J.
            Penalties
                Under Canadian Securities Laws





Under
      securities laws, persons violating insider trading or tipping rules may be
      required to disgorge the profit made or the loss avoided by trading, pay the
      loss suffered by the persons who purchased securities from or sold securities
      to
      the insider tippee, pay fines up to the greater of $1,000,000 and three times
      the profit made or loss avoided, pay administrative penalties of up to $500,000
      and serve a jail term of up to five years less a day. MPV may also be required
      to pay penalties and could, under certain circumstances, be subject to private
      lawsuits by traders for damages suffered as a result of illegal insider trading
      or tipping by persons under MPV's control.





-5-


K.
            Discipline
                of Insider, Employee or Consultant by
                MPV





Violation
      of this Policy or Canadian or United States insider or tipping laws by any
      insider, employee or consultant may subject such person to disciplinary action
      up to and including termination for cause in the case of an insider or employee
      or termination of the consulting contract in the case of a
      consultant.





If
      it is
      discovered that anyone subject to these policies has violated applicable
      securities laws, the matter may be referred to the appropriate regulatory
      authorities.





-6-





**Mountain
      Province Diamonds Inc**





Corporate
      Disclosure Policy





May
      29,
      2006








Mountain
      Province Diamonds Inc (the "Corporation") is committed to providing full,
      timely, true and plain disclosure of material information about itself,
      consistent with the statutory and regulatory requirements of Canada and the
      United States.





This
      disclosure policy confirms in writing the existing disclosure policies and
      practices of the Corporation. The goal of this Policy is to raise awareness
      of
      the Corporation’s approach to disclosure and promote compliance among the board
      of directors and senior management of the Corporation and its other insiders,
      employees and consultants. As such, this Policy applies to the board of
      directors and senior management of the Corporation and its other insiders,
      employees and consultants and, to the extent possible, others who have
      non-public material information regarding the Corporation.





This
      Policy covers disclosure in documents filed with the securities commissions
      and
      stock exchanges in Canada and the United States, written statements made in
      the
      Corporation’s annual and quarterly reports, news releases, letters to
      shareholders of the Corporation, presentations by senior management and
      information contained on its website and other electronic communications. The
      Policy extends to verbal statements made in meetings, speeches by senior
      management and telephone conversations with analysts and investors, interviews
      with the media, press conferences and conference calls.





**A.**
            **Disclosure
                Committee**





The
      Corporation has established a disclosure committee (the "Committee") responsible
      for all regulatory disclosure requirements and for overseeing the Corporation’s
      disclosure practices. The Committee consists of the CEO, CFO and the chair
      of
      the Corporate Governance Committee.





It
      is
      essential that the Committee be kept fully apprised of all pending material
      developments of the Corporation in order to evaluate and discuss those events
      to
      determine the appropriateness and timing for public release of information.
      If
      it is deemed that material information should remain confidential, the Committee
      will determine how that information will be controlled. If material information
      is not disclosed, Market Regulation Services, Inc. ("RS") will immediately
      be
      advised.





**B.**
            **Designated
                Spokespersons**





The
      CEO
      and CFO (collectively, the "Representatives") of the Corporation shall be
      responsible for communication on its behalf with the media, investors and
      analysts. The Representatives shall be the official spokespersons for the
      Corporation. A Representative may, from time to time, designate others within
      the Corporation or investor relations consultants to the Corporation to speak
      on
      its behalf as back-ups, or to respond to specific inquiries from the investment
      community or the media.








Any
      persons who are not authorized spokespersons must not respond under any
      circumstance to inquiries from the investment community or the media, and are
      prohibited from otherwise publicly communicating information about or on behalf
      of the Corporation unless specifically asked to do so by a Representative.
      All
      such inquiries shall be referred to a Representative.





Any
      Representative may consult with the Corporation's legal counsel as he or she
      considers necessary in connection with this Policy.





Although
      the Representatives are responsible for communication with the media, investors
      and analysts on behalf of the Corporation, its board of directors and/or certain
      of the committees of the board of directors may review certain public disclosure
      of the Corporation prior to its release. In particular: (i) the Disclosure
      Committee will review all material disclosure documents prior to their release
      or filing; and (ii) the Audit Committee of the board of directors will
      review the Corporation's annual and interim financial statements and related
      financial reporting, including management's discussion and analysis and
      financial press releases and the Corporation's renewal annual information form
      prior to their release.





**C.**
            **Responsibility
                for Electronic
                Communications**





Any
      one
      of the Representatives or a designated individual shall also be responsible
      for
      electronic communications. As such, they are responsible for monitoring all
      information placed on the Corporation's website to ensure that it is accurate,
      complete and up to date. The Corporation's website must be updated as soon
      as
      practical, following the issuance of any press release announcing material
      information in the information disclosed on the website. The website shall
      include a notice that advises the reader that the information posted was
      accurate at the time of posting, but may be superseded by subsequent
      disclosures. All data posted to the website, including text and audio-visual
      material, shall show the date that such material was posted.





Disclosure
      on the website alone does not constitute adequate disclosure of material
      information. Therefore, any disclosure of material information on the website
      will only follow the proper dissemination of a news release and, if appropriate,
      a securities regulatory filing.





Any
      one
      of the Representatives or a designated individual shall also be responsible
      for
      responses to electronic inquiries from the investment community or the media.
      Only public information or information which could otherwise be disclosed in
      accordance with this Policy shall be utilised in responding to electronic
      inquiries.





Directors
      and officers of the Corporation and its employees and consultants are prohibited
      from participating in internet chat room or news group discussions on any
      matters pertaining to the Corporation’s activities or securities. Directors,
      officers, employees and consultants who encounter a discussion pertaining to
      the
      Corporation should advise one of the Representatives immediately, in order
      that
      the discussion may be monitored.





-2-


**D.**
            **Material
                Information**





Securities
      legislation, stock exchange policies and this Policy make frequent reference
      to
      material information. In this Policy, material information is any information
      relating to the business and affairs of the Corporation that results in, or
      would reasonably be expected to affect the investment decisions of a reasonable
      holder of securities of the Corporation or an investor or if the information
      would reasonably be expected to affect the market price or value of any of
      the
      securities of the Corporation. Some examples of potential material
      changes:





1.
            changes
                in strategic business plans;





2.
            changes
                in project development plans;





3.
            exploration,
                permitting or development delays or
                stops;





4.
            changes
                in resource estimates;





5.
            changes
                in diamond price estimates;





6.
            acquisitions
                or dispositions of material properties;
                and





7.
            potential
                financings.





**E.**
            **Principles
                of Disclosure of Material
                Information**





Material
      information that is not subject to confidentiality restrictions will be
      disclosed via news release and broadly disseminated to the public. Unfavourable
      material information will be disclosed in the same manner as favourable
      information. Disclosure shall be consistent among all audiences, including
      the
      investment community, the media, customers, employees and consultants and shall
      not be disclosed selectively. Disclosure must include any information which,
      if
      omitted, would make the rest of the disclosure misleading. If determined
      appropriate by the Disclosure Committee, disclosure shall be updated if earlier
      disclosure has become misleading as a result of intervening events.





News
      releases containing financial results will be reviewed by the Audit Committee,
      and approved by the board of directors of the Corporation or the Audit
      Committee, as applicable. They are then filed with RS, and upon acceptance
      by
      RS, publicly released immediately thereafter.





News
      releases containing technical data will be reviewed by a qualified person who
      shall be disclosed in the release.





The
      Corporation uses a wire service to disseminate news releases that provides
      Canadian and United States disclosure. In addition, news releases are
      subsequently filed with the applicable regulatory authorities, posted on the
      Corporation’s website and faxed or e-mailed to interested parties who requested
      to receive such releases directly. The Representatives are responsible for
      providing proper pre-notification of news releases to the TSX and RS and
      monitoring all disclosures to ensure accurate reporting and taking corrective
      measures, if and when appropriate.





-3-


When
      necessary, the Corporation will file a material change report with the Canadian
      and United States securities regulators.





**F.**
            **Insider
                Trading**





Securities
      laws prohibit "insider trading" or "tipping". Insider trading occurs when a
      director or officer of the Corporation or its employee or consultant trades
      in
      securities of MPV or other affected securities while possessing material,
      non-public information. Tipping occurs when a director or officer of the
      Corporation or its employee or consultant passes on material, non-public
      information ("tips") to someone else, who then uses the information to trade
      in
      securities of the Corporation or other affected securities.





**G.**
            **News
                Releases**





Once
      the
      Disclosure Committee determines that a development is material, it will
      authorise the issuance of a news release, unless such development must remain
      confidential for a certain time. In such circumstances, appropriate control
      of
      the non-public material information will be enforced and such information must
      not be disclosed to any officers, employees, consultants or third parties except
      as is necessary and all confidential filings will be made as required under
      applicable securities laws. In such event, RS will be immediately advised by
      telephone so the Company can be placed on “stock watch”. Should material
      information inadvertently be disclosed in a selective forum, a news release
      will
      be issued immediately in order to fully publicly disclose that information
      and
      RS will be contacted to decide whether trading in the stock should be
      halted.





News
      releases containing any earnings guidance and financial results will be reviewed
      by the Audit Committee prior to issuance. Financial results will be publicly
      released immediately following Audit Committee or board approval of the
      Management Discussion and Analysis and financial statements.





News
      releases will be disseminated through a news wire service that provides Canadian
      and United States disclosure. News releases will be transmitted to all stock
      exchange members, relevant regulatory bodies, major national financial media
      and
      local media in areas where headquarters are located.





If
      the
      stock exchanges listing the Corporation’s securities are open for trading at the
      time of a proposed announcement, prior notice will be provided (where
      practicable) to the market surveillance departments of the exchanges. If the
      announcement is issued outside of normal trading hours, market surveillance
      will
      be notified before the markets opens.





-4-


News
      releases will be posted on the Corporation’s website subsequent to
      dissemination.





**H.**
            **Market
                Rumours**





Provided
      it is clear that the Corporation is not the source of the market rumour,
      spokespersons will consistently respond by saying "It is our policy not to
      comment on market rumours or speculation." The Corporation will not respond
      to
      rumours on the internet. Should any stock exchange request a definitive
      statement be issued in response to a market rumour that is causing significant
      volatility in shares, the Disclosure Committee will consider the matter and
      decide on an appropriate response.





**I.**
            **Forward-Looking
                Information**





If
      forward-looking information is provided in a disclosure document, meaningful
      cautionary language should be included warning investors that the information
      is
      forward-looking and providing the material factors or assumptions that were
      used
      in making the forward-looking statement and the risks and uncertainties that
      could cause actual results to differ materially. In the case of a verbal
      forward-looking statement, the statement will be identified as such and the
      spokesperson will refer to the cautionary language included in written
      disclosure documents. All forward-looking information will be updated to reflect
      any material changes.





**J.**
            **Contacts
                with Analysts, Investors and the
                Media**





The
      Corporation recognises that analysts are important for disseminating information
      to the investing public and play a role in interpreting and clarifying existing
      public data, as well as providing investors with background information and
      details that cannot practically be put in public documents. Representatives
      of
      the Corporation will meet with analysts and investors on an individual or small
      group basis as needed, and will initiate contacts or respond to analyst and
      investor calls in a timely, consistent and accurate fashion in accordance with
      this Policy. The Corporation will provide only publicly disclosed information
      to
      such analysts or investors and will provide the same information that has been
      provided to analysts to individual investors who request it.





It
      is
      recognised that analyst disclosure does not constitute adequate disclosure
      of
      information that is considered material non-public information. If material
      information is to be announced at an analyst or shareholder meeting, press
      conference or conference call, its announcement must be in conjunction with
      a
      general public announcement via news release. One week prior to the release
      of
      quarterly or annual financial results, the Corporation will enact a "quiet
      period" where no discussions with analysts or the media will occur.





*A
      review should be conducted after meetings with analysts, investors or the media
      to ensure that selective disclosure of previously undisclosed material
      information has not been made. If selective disclosure of undisclosed material
      information has been made, the Corporation will immediately notify RS, if
      necessary, and disclose such information promptly via news
      release.*





-5-


**K.**
            **Reviewing
                Analyst Draft Reports and
                Models**





The
      Corporation will not confirm, provide any guidance or attempt to influence
      an
      analyst's opinions or conclusions and will not express comfort with the
      analyst's model and earnings estimates.





Analyst
      reports are proprietary information belonging to the analyst's firm. A list
      of
      all analysts covering the Corporation, and their contact numbers, will be posted
      on the Corporation’s website and be provided to anyone requesting such
      information.





**L.**
            **Conference
                Calls**





A
      quarterly conference call may be held with members of the investment community
      to discuss quarterly financial and operating results of the Corporation or
      other
      significant developments after or concurrently with the widespread dissemination
      of the news release announcing such results. At the beginning of the call,
      a
      Representative will provide appropriate cautionary language regarding any
      forward-looking information and direct participants to publicly available
      documents containing the assumptions, sensitivities and a full discussion of
      the
      risks and uncertainties applicable to the news.





Advance
      public notice of the date and time of the call will be given by news release
      and
      the call may be broadcast simultaneously via webcast over the internet. The
      media and individual investors may call a toll-free number or access the webcast
      over the internet and listen to the call on a real-time basis. A tape recording
      of the conference call will be made available for a period of one month
      following the call on either a toll-free number or an archived audio webcast
      on
      the internet. Conference calls relating to the business developments of the
      Corporation and other material information likely to affect its share price
      should, where possible, be scheduled outside trading hours, to avoid or minimize
      the risk of selective disclosure. All non-material supplemental information
      will
      be posted on the Corporation’s website.





*A
      debriefing should be held after the conference call and if such debriefing
      reveals a selective disclosure of previously undisclosed material information,
      the Corporation will immediately notify RS, if necessary, and disclose such
      information promptly via news release.*





**M.**
            **Retention
                Period for Disclosure
                Material**





A
      file
      will be maintained containing all public information about the Corporation,
      including continuous disclosure documents, news releases, analysts' reports,
      transcripts or tape recordings of conference calls, if any, debriefing notes
      and
      newspaper articles. This will be maintained by the Corporation's
      Secretary.





The
      minimum retention period for material information posted on the Corporation’s
      website and transcripts or tape recordings of conference calls will be two
      years.





-6-


**N.**
            **Maintaining
                Confidentiality**





Any
      employee privy to confidential information is prohibited from communicating
      such
      information to anyone else unless it is necessary to do so in the course of
      business. Efforts will be made to limit access to such confidential information
      to only those who need to know the information to perform their duties, and
      such
      persons will be advised that the information is to be kept
      confidential.





*No
      material information should be disclosed by directors, officers, employees
      or
      consultants to outside parties except in the necessary course of
      business.* Outside
      parties’ privy to undisclosed material information concerning the Corporation
      will be told they must not divulge such information to anyone else, other than
      in the necessary course of business, and that they may not trade in securities
      of the Corporation until the information has been generally disclosed. The
      Corporation may, if deemed appropriate, require such outside parties to enter
      into a confidentiality agreement.





In
      order
      to prevent the misuse or inadvertent disclosure of material information, the
      procedures set forth below should be observed at all times:





1.
            Confidential
                matters should not be discussed in places where the discussion may
                be
                overheard.





2.
            Confidential
                documents should not be read in public places and should not be discarded
                where others can retrieve them.





3.
            Transmission
                of documents by electronic means should be made only where it is
                reasonable to believe that the transmission can be made and received
                under
                secure conditions.





4.
            Unnecessary
                copying of confidential documents should be avoided and documents
                containing confidential information should be promptly removed from
                conference rooms and work areas after meetings have concluded. Extra
                copies of confidential documents should be shredded or otherwise
                destroyed.





5.
            Access
                to confidential electronic data should be restricted through the
                use of
                passwords.





6.
            Documents
                and files containing confidential information should be kept in a
                safe
                place to which access is restricted to individuals who "need to know"
                in
                the necessary course of business. Code names should be used if
                necessary.





7.
            All
                proprietary information, including computer programs and other records,
                remain the property of the Corporation and may not be removed, disclosed,
                copied or otherwise used except in the normal course of employment
                or with
                prior permission.





-7-


**O.**
            **Communication
                and Enforcement**





All
      directors and officers of the Corporation and its employees and consultants
      will
      be advised of this Policy and its importance. They will be given a copy of
      the
      Policy and requested to sign an acknowledgement.





*An
      employee or consultant who violates this Policy may face disciplinary action
      up
      to and including termination of employment in the case of employees and
      termination of the consulting agreement in the case of
      consultants.* Violation of this Policy may also cause violation of certain Canadian and United
      States securities laws. If it is discovered that securities laws have been
      violated, this matter may be referred to the appropriate regulatory
      authorities.





**P.**
            **The
                Internet**





The
      Corporation appreciates the value that access to email and the Internet provides
      for employees and consultants to perform their jobs. Employer liability is,
      however, a concern and could arise from the leaking of confidential information,
      transmission or downloading of copyrighted material, transmission of harassing,
      discriminatory or pornographic material, defamatory comments or even accidental
      or purposeful transmission of a computer virus.





Employees
      and consultants using these tools are reminded that the corporate email address
      and related personal sub email addresses (i.e. employee's name attached to
      corporate address) are company addresses and that all correspondence received
      and sent via email are to be considered corporate correspondence. All computer
      equipment owned by MPV and used by MPV employees is subject to access and
      monitoring. As such, the Corporation reserves the right to read any and all
      email messages.





In
      addition, computer errors or glitches often occur and undeliverable messages
      return to the system; information systems technicians are required to access
      computers to correct problems, add software or enhance the system; and sometimes
      due to the unavailability of computers, someone else may need access to another
      person's computer. In this regard, employees and consultants are advised to
      have
      no expectation of personal privacy with regard to the computer being used to
      access the Corporation email address system.





Electronic
      mail messages are a written document. They are not secure and can be forwarded
      or circulated to others beyond your control





**Q.**
            **Message
                Guidelines**





1.
            Avoid
                where possible the sending of messages or attached documents containing
                the Corporation’s confidential or proprietary information.





2.
            Do
                not transmit messages using credit card numbers, telephone calling
                numbers, log-in passwords, and other parameters which can be used
                to gain
                access to the Corporation’s records unless done so in a secure
                environment;





-8-


3.
            Do
                not transmit messages or download or save attachments that are libelous,
                defamatory, pornographic, racist, sexist or disclose personal or
                private
                matters concerning someone else;





4.
            Do
                not use another person's email address to send
                messages;





5.
            Do
                not access another person's files or
                messages;





6.
            Obey
                all copyright laws regarding material that you
                send;





7.
            Do
                not attach executable programs, macros or other forms of computer
                software. Software copyrights have specific protections under the*Criminal
                Code*(Canada);





8.
            Do
                not participate in, or forward, chain messages, or other forms of
                external
                solicitations; and





9.
            Do
                not broadcast personal messages or discussions relating to the Corporation
                or its securities to public group lists or Internet chat
                rooms.





**R.**
            **Communication
                and Enforcement**





All
      directors and officers of the Corporation and its employees and consultants
      will
      be advised of this Policy and its importance. They will be provided a copy
      of
      this Policy and requested to sign an acknowledgement. This Policy will be
      brought to the attention of all directors, officers, employees and consultants
      on an annual basis.





An
      employee or consultant who violates this Policy may face disciplinary action
      up
      to and including termination of employment, in the case of an employee, and,
      in
      the case of a consultant, termination of the consulting contract with the
      Corporation. Violation of this Policy may also cause violation of certain securities laws.
      If
      it is discovered that securities laws have been violated, this matter may be
      referred to the appropriate regulatory authorities. Questions with respect
      to
      this Policy may be referred to the Corporation's Secretary.





-9-





**Mountain
      Province Diamonds Inc**





Business
      Conduct Policy





May
      29,
      2006








**Ethical
      Behaviour**




·
            Legality




·
            Honesty




·
            Fair
                dealing




All
      activities by Mountain Province Diamonds Inc (“MPV”) and its directors,
      officers, employees and consultants must be lawful.




Lawfulness,
      however, is merely a starting point. It is equally important that all activities
      be conducted in an ethical manner. Ethical conduct means conduct that is honest,
      fair and free from deception and impropriety. Employees and other
      representatives of MPV must, at all times, act in accordance with a high
      standard of ethical behaviour and with constant regard for MPV’s reputation. As
      discussed in the next several pages, these requirements apply to dealings with
      MPV, fellow employees, shareholders, other businesses and the community at
      large.




Ultimately,
      each individual should test his or her own behaviour by asking: “Is there any
      reason why I would not want another person - MPV, a co-worker, a business
      associate, the government - to be fully aware of my conduct and motives?” If
      this question causes any discomfort the individual should reconsider his or
      her
      conduct.




**Ethical
      Business Practices**




For
      MPV’s
      reputation in the business community to be maintained, all dealings on MPV’s
      behalf must reflect high standards of ethical behaviour. In particular, the
      following specific principles must be observed:





**A.**
            **Compliance
                with Laws**




All
      directors, officers, employees and consultants must be aware of and comply
      with
      all relevant laws and regulations in all jurisdictions in which MPV conducts
      business. Individual directors, officers, employees and consultants have a
      duty
      to inform themselves of any laws relevant to their particular activities. Anyone
      with questions regarding legal issues should consult with the CEO, who will
      consult with MPV’s legal counsel.










**B.**
            **Integrity
                in Business Dealings**




Directors,
      officers, employees and consultants must act with integrity in dealings with
      all
      persons inside and outside the Company, including government officials,
      customers, suppliers and members of the community. Employees must follow
      established standards in procurement, and must treat tenderers fairly and
      equally.





**C.**
            **Gifts**




No
      person
      may give to outside companies or individuals, or accept from them, any material
      gift or extravagant entertainment, or any similar benefit. (A “material” gift is
      one of such value that it constitutes a personal enrichment for the recipient
      such that it could be a factor in influencing that person’s behaviour.
      Entertainment will be considered “extravagant” if it would appear excessive to
      an objective observer and would typically be of a value greater than $500).
      Employees must properly record in MPV’s accounts any amounts spent on gifts or
      entertainment.





**D.**
            **Questionable
                or Improper Payments**




Where
      commissions, consultants’ fees, retainers and similar payments are required to
      be made and can be justified in the normal course of business, those payments
      must be clearly commensurate with the services performed and must be properly
      recorded in the accounts of MPV.





**E.**
            **Political
                Donations**




It
      is
      MPV’s policy not to make political donations of any description.





**F.**
            **Compliance
                with Accounting
                Policies**




Employees
      must comply strictly with prescribed accounting policies, audit procedures
      and
      other such controls. All accounts must properly describe and accurately reflect
      the transactions recorded and all assets, liabilities, revenues and expenses
      must be properly recorded in the books of MPV. No secret or unrecorded funds
      or
      other assets are to be established or maintained.





**G.**
            **Contract
                Workers**




The
      Company considers that the compliance obligations arising out of this Policy
      apply not only to employees of the Company, but also to independent contract
      workers to the extent that they conduct activities on the Company’s behalf. The
      Company therefore expects all such contractor personnel to familiarise
      themselves with this Policy, and to comply with it, in the same manner as is
      expected of MPV directors, officers and employees.




-2-





**H.**
            **Business
                Associates**





The
      Company will make all reasonable efforts to promote the application of these
      ethical business practices by our third party suppliers.




**International
      Business**




MPV’s
      international activities results in increased exposure to legal and ethical
      issues.




**A.**
            **Compliance
                with Anti-Bribery
                Legislation**





MPV
      is
      subject to legislation in Canada that prohibits corrupt practices in dealing
      with foreign governments. The *Canadian
      Corruption of Foreign Public Officials Act* ,
      makes
      it an offence to make or offer a payment, gift or benefit to a foreign
      government official in order to induce favourable business treatment, such
      as
      obtaining or retaining business or some other advantage in the course of
      business. Violation of this legislation may result in substantial penalties
      to
      MPV and to individuals.




MPV,
      as
      well as individual employees, must take all reasonable steps to ensure that
      the
      requirements of this legislation are strictly met. No payments, material gifts
      or other benefits are to be given, directly or indirectly, to foreign government
      officials, political parties or political candidates for the purpose of
      influencing government decisions in MPV’s favour. Furthermore, no such payments
      are to be made to agents or other third parties in circumstances where it is
      likely that part or all of the payment will be passed on to a foreign government
      official, political party or political candidate. For the purpose of this
      paragraph, a material gift or benefit has a value in excess of
      $500.





**B.**
            **Facilitation
                Payments**




There
      are
      certain types of payments to foreign government officials that are allowed
      under
      Canadian legislation, called “facilitation” or “facilitating” payments. These
      are small payments or tips that are accepted custom in certain foreign countries
      in the context of having routine administrative actions performed by government
      officials. Employees should be aware that such payments are permissible only
      under very limited circumstances and must be properly documented. As well,
      they
      must advise the CEO or CFO in advance of any anticipated payments and provide
      written request for reimbursement of any such payment. If there are any
      questions regarding the permissibility of any particular payment, advice should
      be sought from the CEO or CFO. Moreover, employees must ensure that any such
      payments are properly recorded in accordance with the Company’s accounting
      procedures.




A
      copy of
      the Canadian foreign corrupt practices legislation is available from the
      Corporate Secretary. Anyone with questions regarding these legal issues should
      consult the CEO or CFO.




-3-


**Personal
      Conduct**





**A.**
            **Work-related
                Conduct and Conflicts of
                Interest**





MPV
      employees must comply with the standards of ethical behaviour in all aspects
      of
      their employment. This includes their dealings with people outside the Company
      as well as their relationships with their fellow employees and with MPV as
      their
      employer. In addition, MPV expects that employees will act with loyalty to
      the
      Company at all times.




In
      particular, individuals must not:




·
            pursue
                personal gain or advantage from their employment activities;




·
            misuse
                Company resources, including computer systems;




·
            engage
                in insider trading;




·
            compromise
                the confidentiality of corporate information;
                and




·
            permit
                any actual or perceived conflict of interest between their personal
                interests and those of the Company. Employees must not enter into
                outside
                activities, including business interests or other employment, that
                might
                interfere with or be perceived to interfere with their performance
                at MPV
                or otherwise compromise their duty of loyalty to MPV.




**B.**
            **Personal
                Conduct**





In
      general, MPV does not wish to dictate the personal conduct of individual
      employees outside working hours. Nevertheless, it expects employees to act
      lawfully at all times and to conduct their personal affairs as good and
      responsible citizens, in such a manner that reflects well on MPV.





**Employment
      Practices**




MPV
      recognises that it must earn the loyalty that it expects from its employees.
      MPV
      is committed to treating its employees ethically and fairly. In particular,
      MPV
      strives to ensure the following:





·
            no
                discrimination on the basis of gender, disability, age, marital status,
                sexual orientation, religious belief, race, ethnicity, ancestry or
                place
                of origin;





·
            fair
                and competitive compensation;





·
            fairness
                in performance appraisals and job
                advancement;





·
            protection
                of employees from harassment; and





-4-


·
            confidentiality
                of employee records.




All
      officers must maintain and promote these principles in their hiring practices
      and in their relationships with other employees.





**Health,
      Safety and Environment**




Effectiveness
      in occupational health, safety and environmental standards is an essential
      part
      of achieving efficiency and profitability in the mining industry. MPV will
      therefore work at continuous improvement in these areas and will be guided
      by
      the following principles:





·
            creating
                a safe work environment;





·
            minimising
                the environmental impacts of its
                activities;





·
            building
                co-operative working relationships with local communities and governments
                in the Company’s areas of
                operation;





·
            reviewing
                and monitoring environmental and safety performance;
                and





·
            prompt
                and effective response to any environmental and safety
                concerns.





**Disclosure
      of Information**




All
      corporate information is the property of MPV. Corporate information includes
      trademarks, patents, software developments and applications, strategic and
      operational knowledge and financial information. It also includes any
      confidential information received by MPV from third parties.




Employees
      are in a position of trust with respect to corporate information in the same
      manner as with any other corporate property. Employees must take care to protect
      the confidentiality of corporate information. In particular:





·
            employees
                must not use corporate information for personal
                gain;





·
            employees
                may not disclose corporate information other than for legitimate
                purposes
                and with appropriate safeguards, unless written approval is obtained
                from
                the CEO or CFO;





·
            media
                and investor communications are to be handled by the CEO or
                CFO;





·
            employees
                must not disclose undisclosed corporate
                information.





-5-




**Ensuring
      Compliance with this Policy**





**A.**
            **Compliance**




As
      part
      of its efforts to ensure compliance with this Policy, MPV requires that each
      employee complete an annual Compliance Certificate certifying compliance with
      this Policy. Employees whose positions may include involvement with foreign
      operations may be asked to complete more frequent Compliance Certificates so
      as
      to ensure corporate compliance with anti-bribery legislation. Completed
      certificates are to be returned directly to the Corporate
      Secretary.




Any
      proposed non-compliance such as a proposed material gift, must be pre-approved
      by the CEO.




The
      Company requires that employees report any observed breaches of this Policy
      to
      the CEO or CFO.




An
      employee or consultant who violates this Policy may face disciplinary action
      up
      to and including termination of employment, in the case of an employee, and,
      in
      the case of a consultant, termination of the consulting contract with the
      Corporation. Violation of this Policy may also cause violation of certain laws. If it is
      discovered that laws have been violated, this matter may be referred to the
      appropriate regulatory authorities. Questions with respect to this Policy may
      be
      referred to the Corporation's Secretary.




-6-





**Mountain
      Province Diamonds Inc**





Whistleblower
      Policy





May
      29,
      2006







As
      a
      public company, the integrity, transparency and accountability of the financial,
      administrative and management practices of Mountain Province Diamonds Inc (the
      "Corporation") is critical. This guides the decisions of the board of directors
      of the Corporation and is relied upon by shareholders of the Corporation and
      the
      financial markets. For these reasons, it is critical for the Corporation and
      its
      subsidiaries to maintain a workplace where concerns regarding questionable
      business practices can be raised without fear of any discrimination, retaliation
      or harassment.





All
      directors, officers, employees and consultants are encouraged to promptly report
      either orally or in writing to the CEO, all evidence of activity by a director,
      officer, employee or consultant that may constitute any of the
      following:





·
            questionable
                accounting practices;


·
            inadequate
                internal accounting controls;


·
            the
                misleading or coercion of auditors;


·
            disclosure
                of fraudulent or misleading financial information;
                and


·
            instances
                of corporate fraud.





In
      instances where a satisfactory response is not received, or if you are
      uncomfortable addressing your concerns to the CEO, any director or officer
      of
      the Corporation may be contacted.





In
      instances where a satisfactory response is not received from such director
      or
      officer, or if you are uncomfortable addressing your concerns to a director
      or
      officer, the Chairman of the board of directors of the Corporation may be
      contacted by mail, telephone, fax or e-mail. Anonymous written or telephone
      communications will be accepted.





You
      are
      encouraged to provide as much specific information as possible including names,
      dates, places and events that took place, your perception of why the incident(s)
      may be a violation, and what action you recommend be taken.





All
      genuine complaints under this policy will be promptly and thoroughly
      investigated, and all information disclosed during the course of the
      investigation will remain confidential, except as necessary to conduct the
      investigation and take any remedial action and subject to applicable regulations
      or law.





All
      reports made in respect of matters specifically covered by this policy will
      be
      reported to the audit committee of the board of directors of the
      Corporation.








Any
      individual who in good faith reports such incidents described above will be
      protected from threats of retaliation, harassment, discharge, or other types
      of
      discrimination including but not limited to respecting compensation or terms
      and
      conditions of employment, that are directly related to the disclosure of such
      reports. If any employee or other person believes they have been unfairly or
      unlawfully retaliated against in respect of a report made by such employee
      or
      person under this policy, they may file a complaint with the CEO. If such a
      person is uncomfortable filing the complaint with the CEO, they may file their
      complaint with the Chairman of the board of directors of the Corporation. The
      Corporation reserves the right to discipline any individual who makes an
      accusation without a reasonable, good faith belief in the truth and accuracy
      of
      the information or who knowingly provides false information or makes false
      accusations, and such discipline may result in termination in the case of a
      director, officer or employee or termination of the consulting contract in
      the
      case of a consultant and, if warranted, legal proceedings.





All
      directors, officers, employees and consultants have a duty to co-operate in
      an
      investigation. Should an individual fail to co-operate or provides false
      information in an investigation, the Corporation will take effective remedial
      action commensurate with the severity of the offence. This action may include
      disciplinary measures up to and including termination in the case of a director,
      officer or employee or termination of the consulting contract in the case of
      a
      consultant and, if warranted, legal proceedings.




-2-