Mountain Province Diamonds Inc. — Proxy Solicitation & Information Statement 2022

Nov 21, 2022

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MOUNTAIN PROVINCE DIAMONDS INC.

161 Bay Street, Suite 1410, P.O. Box 216 Toronto, Ontario, Canada M5J 2S1

SUPPLEMENT TO THE MANAGEMENT INFORMATION CIRCULAR

NOVEMBER 21, 2022

This supplement (this "Supplement") to the management information circular (the "Circular") of Mountain Province Diamonds Inc. ("Mountain Province" or the "Corporation") dated October 28, 2022 (the "Circular") and filed on SEDAR on November 10, 2022 is furnished in connection with the solicitation of proxies by management of Mountain Province for use at the special meeting (the "Meeting") of the shareholders of Mountain Province to be held virtually via live webcast over the internet at meetnow.global/MLVN9DJ at 10:00 a.m. (Eastern time) on Friday, December 1, 2022, for the purposes set forth in the Circular and the Notice of Meeting accompanying the Circular.

In connection with this Supplement, the Corporation intends to adjourn the Meeting in order to provide shareholders with additional time to consider and vote on the matters described in the Circular. Following adjournment, the Meeting will be held virtually at 10:00 a.m. (Eastern time) on December 12, 2022 via live webcast over the internet at meetnow.global/MLVN9DJ.

The record date for determining the shareholders eligible to vote at the postponed Meeting remains October 28, 2022. In accordance with the procedures set forth in the Circular, the proxy submission deadline for the postponed Meeting is extended until 10:00 a.m. (Eastern time) on Thursday, December 8, 2022.

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Circular.

PURPOSE

The purpose of this Supplement is to amend certain disclosures regarding the interest rate that would be payable on the Junior Credit Facility following the Proposed Transaction.

Interest Payable on the Junior Credit Facility

The Corporation is issuing this Supplement in order to clarify that, giving effect to the Proposed Transaction, the Corporation agrees that the effective interest rate (meaning coupon plus true-up payment at maturity as described below) on the $50 million third lien credit facility (the " Junior Credit Facility ") with Dunebridge Worldwide Ltd. (an entity ultimately beneficially owned by the Related Investor, " Dunebridge "), as administrative agent, security trustee and lender, would be 14% per annum (the " Effective JCF Interest Rate ") after December 15, 2022, being a 2% premium over the minimum total yield of 12% guaranteed under the proposed new issuance

of second lien loan notes (the " New Loan Notes "). The Junior Credit Facility ranks junior in lien priority to the Existing Notes and will rank junior in lien priority and in right of payment to the New Loan Notes. The Junior Credit Facility matures on December 15, 2027.

In connection with the Proposed Transaction, the Corporation agrees that a true-up payment will be made at the final settlement of the Junior Credit Facility, resulting in an effective interest rate of 14% per annum, after December 15, 2022, on the Junior Credit Facility. Dunebridge, the lender under the Junior Credit Facility, has agreed to defer interest payments on the Junior Credit Facility until the New Loan Notes are repaid.

The Effective JCF Interest Rate represents a 2% per annum premium over the 12% minimum yield on the New Loan Notes. See "Summary of the New Loan Notes" in the Circular for a description of the minimum yield on the New Loan Notes.

As described under the heading "Summary of the New Loan Notes" in the Circular, the Junior Credit Facility will be subordinated in right of payment to the New Loan Notes and the Corporation will not be permitted to repay the principal of, or make interest payments under, the Junior Credit Facility until the New Loan Notes have been repaid in full.

The information in this Supplement supersedes and replaces the description of the interest payable on the Junior Credit Facility in the original Circular.

Recommendation of the Special Committee and the Board

In November 2022, a representative of the lender under the Junior Credit Facility requested that the Corporation clarify that, giving effect to the Proposed Transaction, the effective interest rate on the Junior Credit Facility would be 14% per annum after December 15, 2022.

In reviewing the Proposed Transaction in light of the Effective JCF Interest Rate, the Special Committee considered whether the Proposed Transaction would have been a favourable financing option for the Corporation if instead of having a minimum yield of 12% the New Loan Notes were issued at par with a coupon of 12% per annum (resulting in a 12% yield to maturity). The Special Committee concluded that the Proposed Transaction would have been a favourable financing option for the Corporation in these circumstances taking into account that the Junior Credit Facility, after December 15, 2022, would pursuant to its terms then have had a coupon equal to the Effective JCF Interest Rate (being the annual interest rate on the New Loan Notes at 12%, plus 2% per annum). In light of the foregoing, following further consideration of the Proposed Transaction in light of the Effective JCF Interest Rate, and taking into account input from Ernst & Young Orenda Corporate Finance Inc., an independent financial advisor, the Special Committee maintained its recommendation that the Proposed Transaction is in the best interests of the Corporation and that the terms of the Proposed Transaction are reasonable in the circumstances. The Special Committee also considered that in connection with the Proposed Transaction, the Junior Credit Facility will be subordinated in right of payment to the New Loan Notes and no payments will be made on the Junior Credit Facility while the New Loan Notes remain outstanding.

The Board, having received the recommendations and findings of the Special Committee, and Jonathan Comerford and Brett Desmond having declared conflicts of interest and not attending any part of any meeting where the Proposed Transaction was deliberated and not voting on the Proposed Transaction, unanimously determined that the Proposed Transaction is in the best interests of the Corporation and approved the Proposed Transaction. Accordingly, the Special Committee and the Board recommend that shareholders vote IN FAVOUR of the

Proposed Transaction Resolution.

PROXY INFORMATION

For shareholders who have already submitted a proxy and do not wish to change their vote on the matter set forth therein, no further action is required and such vote will be counted at the Meeting in accordance with the proxy submitted. Shareholders who have already submitted a proxy and wish to change their vote on the matter set forth therein must comply with the proxy revocation procedures set forth in the proxy and in the Circular, as supplemented.