It is my pleasure to extend to you, on behalf of the board of directors (the “Mountain Province Board”) of Mountain Province Diamonds Inc. (“Mountain Province”), an invitation to attend the special meeting (the “Mountain Province Meeting”) of the shareholders of Mountain Province (the “Mountain Province Shareholders”) to be held at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 1B4 at 2:30 p.m. (Pacific Standard Time) on Monday, April 9, 2018.

On January 28, 2018, Mountain Province entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Kennady Diamonds Inc. (“Kennady”), whereby, subject to the terms and conditions of the Arrangement Agreement, Mountain Province will acquire all of the issued and outstanding common shares of Kennady (the “Kennady Shares”) pursuant to a statutory plan of arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”).

Under the terms of the Arrangement, shareholders of Kennady (the “Kennady Shareholders”) (other than Mountain Province and any Kennady Shareholders validly exercising dissent rights) will receive 0.975 of a common share of Mountain Province (each such whole share, a “Mountain Province Share”) in exchange for each Kennady Share held at the effective time of the Arrangement.

On January 28, 2018, concurrently with the Arrangement Agreement, Kennady entered into an agreement with Mountain Province pursuant to which Mountain Province will provide financing to Kennady of up to $10,000,000 via an equity private placement of 4,000,000 Kennady Shares at $2.50 per Kennady Share in four equal tranches designed to coincide with the budget for Kennady’s current work program. The completion of the equity private placement is not conditional upon the completion of the Arrangement.

At the Mountain Province Meeting, Mountain Province Shareholders will be asked to consider and, if deemed advisable, pass an ordinary resolution approving the issuance of up to 54,673,383 Mountain Province Shares (subject to variation due to rounding of fractional interests) in connection with the Arrangement, composed of up to 54,673,383 Mountain Province Shares to be issued to Kennady Shareholders (other than Mountain Province and any Kennady Shareholders validly exercising dissent rights) in exchange for their Kennady Shares pursuant to the Arrangement (the “Share Issuance Resolution”). To be effective, the Share Issuance Resolution must be approved at the Mountain Province Meeting by (i) at least a majority of the votes cast on the Share Issuance Resolution by the Mountain Province Shareholders present in person or represented by proxy and entitled to vote at the Mountain Province Meeting, and (ii) at least a majority of the votes cast on the Share Issuance Resolution by the Minority Mountain Province Shareholders (as defined in the accompanying Circular (as defined herein)) present in person or represented by proxy and entitled to vote at the Mountain Province Meeting.

The accompanying notice of special meeting of Mountain Province Shareholders (the “Mountain Province Notice of Meeting”) and accompanying joint management information circular dated March 5, 2018 (the “Circular”) provide a description of the Arrangement, and include certain additional information to assist you in considering how to vote on the Share Issuance Resolution. You are urged to read this information carefully and, if you require assistance, to consult your tax, financial, legal or other professional advisors.

Mountain Province Shareholders holding, in the aggregate, approximately 24.3% of the outstanding Mountain Province Shares as of January 28, 2018 have entered into voting and support agreements with Kennady agreeing to support the Arrangement and vote their Mountain Province Shares in favour of the Share Issuance Resolution, subject to certain exceptions.

After careful consideration, including a thorough review of the Arrangement Agreement and receiving the oral fairness opinion (subsequently confirmed in writing) of RBC Capital Markets delivered to the special committee of independent directors of Mountain Province (the “Mountain Province Special Committee”), as well as a thorough review of other matters, including those discussed in the accompanying Circular, the Mountain Province Special Committee unanimously determined that the Arrangement is in the best long-term interests of Mountain Province. Accordingly, the Mountain Province Special Committee unanimously recommended that the Mountain Province Board approve the Arrangement and enter into the Arrangement Agreement.

After careful consideration, the Mountain Province Board (other than Mr. Comerford, who, having declared a potential conflict of interest in the matters being considered, was not present and did not vote on the Arrangement) has determined, upon the recommendation of the Mountain Province Special Committee and consultation with its legal and financial advisors, and based in part on an oral fairness opinion (subsequently confirmed in writing) received by the Mountain Province Special Committee from RBC Capital Markets as described in the accompanying Circular, that the Arrangement is in the best long-term interests of Mountain Province and the Mountain Province Shareholders, and unanimously recommends that Mountain Province Shareholders vote FOR the Share Issuance Resolution. The determination of the Mountain Province Board (other than Mr. Comerford, who, having declared a potential conflict of interest in the matters being considered, was not present and did not vote on the Arrangement) is based on various factors described more fully in the accompanying Mountain Province Notice of Meeting and Circular.

We recommend that you review in detail the full reasons for the Mountain Province recommendation and the Kennady recommendation, which are set out in the accompanying Circular under the headings “Reasons for the Mountain Province and Mountain Province Special Committee Recommendations” and “Reasons for the Kennady Board and Kennady Special Committee Recommendations”.

Your vote is very important regardless of the number of Mountain Province Shares you own. If you are a registered Mountain Province Shareholder (i.e., your name appears on the register of the Mountain Province Shares maintained by or on behalf of Mountain Province) and you are unable to attend the Mountain Province Meeting in person, we encourage you to complete, sign, date and return the accompanying Mountain Province Proxy so that your Mountain Province Shares can be voted at the Mountain Province Meeting (or at any adjournments or postponements thereof) in accordance with your instructions. To be effective, the enclosed Mountain Province Proxy must be received by Mountain Province’s transfer agent, Computershare Investor Services Inc. (according to the instructions on the proxy), not later than 2:30 p.m. (Pacific Standard Time) on Thursday, April 5, 2018, or not later than 48 hours (other than a Saturday, Sunday or holiday) immediately preceding the time of the Mountain Province Meeting (as it may be adjourned or postponed from time to time). The deadline for the deposit of proxies may be waived or extended by the Chair of the Mountain Province Meeting at their discretion, without notice.

If you hold Mountain Province Shares through a broker, custodian, nominee or other intermediary, you should follow the instructions provided by your intermediary to ensure your vote is counted at the Mountain Province Meeting.

Subject to obtaining the requisite approvals of the Mountain Province Shareholders, the Kennady Shareholders and the Ontario Superior Court of Justice (Commercial List), it is anticipated that the Arrangement will be completed as soon as practicable following receipt of the final order of the Ontario Superior Court of Justice (Commercial List),

which is expected to be obtained on or about April 11, 2018, and following the satisfaction or waiver of all other conditions precedent to the Arrangement.

The accompanying Circular contains a detailed description of the Arrangement, as well as detailed information regarding Mountain Province and Kennady and certain pro forma and other information regarding the combined company after giving effect to the Arrangement.

If you have any questions or need assistance in your consideration of the Share Issuance Resolution, or with the completion and delivery of your proxy, please contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at: 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Collect Outside North America); or by email at: assistance@laurelhill.com.

On behalf of Mountain Province, I would like to thank all Mountain Province Shareholders for their continuing support.

It is my pleasure to extend to you, on behalf of the board of directors (the “Kennady Board”) of Kennady Diamonds Inc. (“Kennady”), an invitation to attend the special meeting (the “Kennady Meeting”) of the shareholders of Kennady (the “Kennady Shareholders”) to be held at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 1B4, at 1:00 p.m. (Pacific Standard Time) on Monday, April 9, 2018.

On January 28, 2018, Mountain Province Diamonds Inc. (“Mountain Province”) entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Kennady, whereby, subject to the terms and conditions of the Arrangement Agreement, Mountain Province will acquire all of the issued and outstanding common shares of Kennady (the “Kennady Shares”) pursuant to a statutory plan of arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”).

Under the terms of the Arrangement, shareholders of Kennady (the “Kennady Shareholders”) (other than Mountain Province and any Kennady Shareholders validly exercising dissent rights) will receive 0.975 of a common share of Mountain Province (the “Arrangement Consideration”) (each such whole share, a “Mountain Province Share”) in exchange for each Kennady Share held.

The Arrangement Consideration represents consideration to Kennady Shareholders of $3.46 per Kennady Share based on the pre-announcement closing price of $3.55 per Mountain Province Share on the TSX as at January 26, 2018 (being the last trading day prior to the announcement of the Arrangement). This value implies an approximate 26% premium to the pre-announcement closing price of Kennady Shares on January 26, 2018, and an approximate 15% premium to Kennady Shares based on the 20-day volume weighed average price of Mountain Province Shares on the TSX and Kennady Shares on the TSXV ending January 26, 2018.

On January 28, 2018, concurrently with the Arrangement Agreement, Kennady entered into an agreement with Mountain Province pursuant to which Mountain Province will provide financing to Kennady of up to $10,000,000 via an equity private placement of 4,000,000 Kennady Shares at $2.50 per Kennady Share in four equal tranches designed to coincide with Kennady’s budget for the current work program. The completion of the equity private placement is not conditional upon the completion of the Arrangement.

At the Kennady Meeting, the Kennady Shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the Arrangement (the “Arrangement Resolution”). To be effective, the Arrangement Resolution must be approved at the Kennady Meeting by (i) at least 66 ⅔% of the votes cast on the Arrangement Resolution by the Kennady Shareholders present in person or represented by proxy and entitled to vote at the Kennady Meeting, and (ii) at least a majority of the votes cast on the Arrangement Resolution by the Minority Kennady Shareholders (as defined in the accompanying joint management information circular dated March 5, 2018 (the “Circular”)) present in person or represented by proxy and entitled to vote at the Kennady Meeting.

Kennady Shareholders holding, in the aggregate, approximately 28.6% of the outstanding Kennady Shares as of January 28, 2018 have entered into voting and support agreements with Mountain Province agreeing to support the Arrangement and vote their Kennady Shares in favour of the Arrangement Resolution, subject to certain exceptions.

The accompanying notice of special meeting of Kennady Shareholders (the “Kennady Notice of Meeting”) and accompanying Circular provide a description of the Arrangement and include certain additional information to assist you in considering how to vote on the Arrangement Resolution. You are urged to read this information carefully and, if you require assistance, to consult your tax, financial, legal or other professional advisors.

After careful consideration, including a thorough review of the Arrangement Agreement and receiving the oral fairness opinion (subsequently confirmed in writing) of Haywood Securities Inc. delivered to the special committee of independent directors of Kennady (the “Kennady Special Committee”), as well as a thorough review of other matters, including those discussed in the accompanying Circular, the Kennady Special Committee unanimously determined that the Arrangement is in the best interests of Kennady. Accordingly, the Kennady Special Committee unanimously recommended that the Kennady Board approve the Arrangement and enter into the Arrangement Agreement and that the Kennady Board recommend that Kennady Shareholders vote in favour of the Arrangement Resolution.

After careful consideration, the Kennady Board (other than Mr. Comerford and Dr. Moore, who, having declared a potential conflict of interest in the matters being considered, were not present and did not vote on the Arrangement) has determined, upon the recommendation of the Kennady Special Committee and consultation with its legal and financial advisors, and based in part on an oral fairness opinion (subsequently confirmed in writing) received by the Kennady Special Committee from Haywood Securities Inc., as described in the accompanying Circular, that the Arrangement is in the best interests of Kennady and unanimously recommends that Kennady Shareholders vote FOR the Arrangement Resolution. The determination of the Kennady Board (other than Mr. Comerford and Dr. Moore, who, having declared a potential conflict of interest in the matters being considered, were not present and did not vote on the Arrangement) is based on various factors described more fully in the accompanying Kennady Notice of Meeting and the accompanying Circular.

Your vote is very important regardless of the number of Kennady Shares you own. If you are a registered Kennady Shareholder (i.e., your name appears on the register of the Kennady Shares maintained by or on behalf of Kennady) and you are unable to attend the Kennady Meeting in person, we encourage you to complete, sign, date and return the accompanying Kennady Proxy so that your Kennady Shares can be voted at the Kennady Meeting (or at any adjournments or postponements thereof) in accordance with your instructions. To be effective, the enclosed Kennady Proxy must be received by Kennady’s transfer agent, Computershare Investor Services Inc. (according to the instructions on the proxy), not later than 1:00 p.m. (Pacific Standard Time) on Thursday, April 5, 2018, or not later than 48 hours (other than a Saturday, Sunday or holiday) immediately preceding the time of the Kennady Meeting (as it may be adjourned or postponed from time to time). The deadline for the deposit of proxies may be waived or extended by the Chair of the Kennady Meeting at his discretion, without notice.

If you hold Kennady Shares through a broker, custodian, nominee or other intermediary, you should follow the instructions provided by your intermediary to ensure your vote is counted at the Kennady Meeting and should arrange for your intermediary to complete the necessary steps to ensure that you receive payment for your securities as soon as possible following completion of the Arrangement.

If you are a Registered Kennady Shareholder (as defined in the accompanying Circular), we encourage you to complete, sign, date and return the enclosed Letter of Transmittal (printed on YELLOW PAPER) (the “Letter of Transmittal”) in accordance with the instructions set out therein and in the Circular, together with the certificate(s) representing your Kennady Shares, if applicable, to the Depositary (as defined in the accompanying Circular) at the address specified in the Letter of Transmittal. The Letter of Transmittal contains other procedural information relating to the Arrangement and should be reviewed carefully.

Subject to obtaining the requisite approvals of the Kennady Shareholders, the Kennady Shareholders and the Ontario Superior Court of Justice (Commercial List), it is anticipated that the Arrangement will be completed as soon as practicable following receipt of the final order of the Ontario Superior Court of Justice (Commercial List), which is expected to be obtained on or about April 11, 2018, and following the satisfaction or waiver of all other conditions precedent to the Arrangement.

The accompanying Circular contains a detailed description of the Arrangement, as well as detailed information regarding Kennady and Mountain Province and certain pro forma and other information regarding the combined company after giving effect to the Arrangement (as defined in the accompanying Circular). It also includes certain risk factors relating to Kennady, Mountain Province and the combined company assuming the completion of the Arrangement, and the potential consequences of a Kennady Shareholder exchanging Kennady Shares for Mountain Province Shares in connection with the Arrangement.

If you have any questions or need assistance in your consideration of the Arrangement Resolution, or with the completion and delivery of your proxy, please contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at: 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Collect Outside North America); or by email at: assistance@laurelhill.com.

On behalf of Kennady, I would like to thank all Kennady Shareholders for their continuing support.

NOTICE IS HEREBY GIVEN that a special meeting (the “Mountain Province Meeting”) of shareholders (“Mountain Province Shareholders”) of Mountain Province Diamonds Inc. (“Mountain Province”) will be held at 2:30 p.m. (Pacific Standard Time) on Monday, April 9, 2018 at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 1B4, for the following purposes:

Specific details of the matters proposed to be put before the Mountain Province Meeting are set forth in the Circular that accompanies this Notice of Meeting. The full text of the Share Issuance Resolution (being item (a) set out above) is set out in Schedule “B” – “Resolutions to be Approved at the Mountain Province Meeting” to the accompanying Circular. If the Arrangement is not completed, the Mountain Province Shares referred to in the Share Issuance Resolution will not be issued even if the Share Issuance Resolution is approved at the Mountain Province Meeting.

At the Mountain Province Meeting, Mountain Province Shareholders will be asked to consider and, if deemed advisable, pass the Share Issuance Resolution approving the issuance of up to 54,673,383 Mountain Province Shares (subject to variation due to rounding of fractional interests) in connection with the Arrangement, composed of up to 54,673,383 Mountain Province Shares to be issued to the holders of Kennady Shares (“Kennady Shareholders”) (other than Mountain Province and any Kennady Shareholders validly exercising dissent rights) in exchange for their Kennady Shares pursuant to the Arrangement.

Upon the recommendation of the special committee of independent directors of Mountain Province, the board of directors of Mountain Province (the “Mountain Province Board”) (other than Mr. Comerford, who, having declared a potential conflict of interest in the matters being considered, was not present and did not vote on the Arrangement) unanimously recommends that Mountain Province Shareholders vote in favour of the Share Issuance Resolution. It is a condition to the completion of the Arrangement that the Share Issuance Resolution be approved at the Mountain Province Meeting.

The record date (the “Mountain Province Record Date”) for determination of Mountain Province Shareholders entitled to receive notice of and to vote at the Mountain Province Meeting is the close of business on March 5, 2018. Only Mountain Province Shareholders whose names have been entered in the register of holders of Mountain Province

Shares on the close of business on the Mountain Province Record Date are entitled to receive notice of and to vote at the Mountain Province Meeting. Each Mountain Province Share entitled to be voted on each resolution at the Mountain Province Meeting will entitle the holder to one vote at the Mountain Province Meeting on all matters to come before the Mountain Province Meeting. The Share Issuance Resolution must be approved by (i) at least a majority of the votes cast on the Share Issuance Resolution by the Mountain Province Shareholders present in person or represented by proxy and entitled to vote at the Mountain Province Meeting, and (ii) at least a majority of the votes cast on the Share Issuance Resolution by the Minority Mountain Province Shareholders (as defined in the Circular) present in person or represented by proxy and entitled to vote at the Mountain Province Meeting.

A Mountain Province Shareholder may attend the Mountain Province Meeting in person or may be represented by proxy. Mountain Province Shareholders who are unable to attend the Mountain Province Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy (the “Mountain Province Proxy”) printed on WHITE PAPER for use at the Mountain Province Meeting or any adjournment thereof. To be effective, the proxy must be received by our transfer agent, Computershare Investor Services Inc., by mail: Computershare Investor Services Inc., Toronto Office, Proxy Department, at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1; by telephone: 1-866-732-8683; or online: www.investorvote.com not later than 2:30 p.m. (Pacific Standard Time) on Thursday, April 5, 2018 or 48 hours (other than a Saturday, Sunday or holiday) prior to the time to which the Mountain Province Meeting may be adjourned. Notwithstanding the foregoing, the Chair of the Mountain Province Meeting has the discretion to accept proxies received after such deadline.

If a Mountain Province Shareholder receives more than one form of proxy because such holder owns Mountain Province Shares registered in different names or addresses, each form of proxy should be completed and returned.

If you are a non-registered holder of Mountain Province Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

The Mountain Province Proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Mountain Province Meeting; and (ii) other matters that may properly come before the Mountain Province Meeting. As of the date hereof, management of Mountain Province knows of no amendments, variations or other matters to come before the Mountain Province Meeting other than the matters set forth in this Mountain Province Notice of Meeting. Mountain Province Shareholders who are planning on returning the accompanying Mountain Province Proxy are encouraged to review the accompanying Circular carefully before submitting the proxy form. It is the intention of the persons named in the enclosed Mountain Province Proxy, if not expressly directed to the contrary in such proxy, to vote in favour of the Share Issuance Resolution.

If you have any questions or require any assistance in completing your proxy or voting instruction form, please contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at: 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Collect Outside North America); or by email at: assistance@laurelhill.com.

NOTICE IS HEREBY GIVEN that in accordance with the interim order of the Ontario Superior Court of Justice (Commercial List) (the “Court”) rendered March 5, 2018, as may be further varied and amended (the “Interim Order”), a special meeting (the “Kennady Meeting”) of shareholders (“Kennady Shareholders”) of Kennady Diamonds Inc. (“Kennady”) will be held at 1:00 p.m. (Pacific Standard Time) on Monday, April 9, 2018 at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 1B4, for the following purposes:

Specific details of the matters proposed to be put before the Kennady Meeting are set forth in the accompanying Circular.

The record date for determining the Kennady Shareholders entitled to receive notice of and vote at the Kennady Meeting is the close of business on March 5, 2018 (the “Kennady Record Date”). A Kennady Shareholder may attend the Kennady Meeting in person or may be represented by proxy. Kennady Shareholders who are unable to attend the Kennady Meeting or any adjournment thereof in person are requested to complete, date, and sign the accompanying form of proxy (the “Kennady Proxy”) printed on BLUE PAPER and deliver it in accordance with the instructions set out in the Kennady Proxy and in the accompanying Circular.

To be effective, the Kennady Proxy must be received by our transfer agent, Computershare Investor Services Inc., not later than 1:00 p.m. (Pacific Standard Time) on Thursday, April 5, 2018 or 48 hours (other than a Saturday, Sunday or holiday) prior to the time to which the Kennady Meeting may be adjourned. Notwithstanding the foregoing, the Chair of the Kennady Meeting has the discretion to accept proxies received after such deadline.

If you are a non-registered holder of Kennady Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

The Kennady Proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Kennady Meeting; and (ii) other matters that may properly come before the Kennady Meeting. As of the date hereof, management of Kennady knows of no amendments, variations or other matters to come before the Kennady Meeting other than the matters set forth in this Kennady Notice of Meeting. Kennady Shareholders who are planning on returning the accompanying Kennady Proxy are encouraged to review the accompanying Circular carefully before submitting the Kennady Proxy. It is the intention of the persons named in the

enclosed Kennady Proxy, if not expressly directed to the contrary in such proxy, to vote in favour of the Arrangement Resolution.

Pursuant to and in accordance with the Interim Order and the relevant provisions of Section 185 of the Business Corporations Act (Ontario) (“OBCA”) (as may be modified or supplemented by the Plan of Arrangement, the Interim Order and any other order of the Court), each registered Kennady Shareholder has been granted the right to dissent in respect of the Arrangement Resolution and the dissent rights are described in the accompanying Circular. To exercise such right, registered Kennady Shareholders must (i) deliver a written notice of dissent to the Arrangement Resolution to Kennady, by mail to: Kennady Diamonds Inc. c/o Bruce Ramsden, Chief Financial Officer, 161 Bay Street, Suite 1410, P.O. Box 216, Toronto, Ontario, Canada, M5J 2S1; or by facsimile transmission to: 416 640-3335, by 5:00 p.m. (Eastern Standard Time) on Thursday, April 5, 2018, or two Business Days (as defined in the accompanying Circular) prior to any adjournment of the Kennady Meeting, (ii) not have voted in favour of the Arrangement Resolution, and (iii) have otherwise complied with the provisions of Section 185 of the OBCA, as modified and supplemented by the Plan of Arrangement, the Interim Order and any other order of the Court. The right to dissent is described in the accompanying Circular and the texts of the Plan of Arrangement, Interim Order and Section 185 of the OBCA are set forth in Schedule “D” – “Plan of Arrangement”, Schedule “G” – “Interim Order” and Schedule “H” – “Dissent Rights Under the OBCA”, respectively, to the accompanying Circular.

Persons who are beneficial owners of Kennady Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only registered holders of Kennady Shares are entitled to dissent. Accordingly, a beneficial owner of Kennady Shares desiring to exercise this right must make arrangements for the Kennady Shares beneficially owned by such person to be registered in his, her or its name prior to the time the written notice of dissent to the Arrangement Resolution is required to be received by Kennady or, alternatively, make arrangements for the registered holder of Kennady Shares to dissent on his, her or its behalf. Holders of securities convertible into or exchangeable for Kennady Shares are not entitled to exercise dissent rights.

Failure to strictly comply with the requirements set forth in Section 185 of the OBCA, as may be modified and supplemented by the Plan of Arrangement, the Interim Order and any other order of the Court, will result in the loss of any right of dissent.

This Circular is furnished in connection with the solicitation of proxies by or on behalf of the management of Mountain Province for use at the Mountain Province Meeting to be held at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 1B4, at 2:30 p.m. (Pacific Standard Time) on Monday, April 9, 2018 and at any adjournment(s) or postponement(s) thereof for the purposes set forth in the accompanying notice of special meeting of Mountain Province Shareholders (the “Mountain Province Notice of Meeting”).

This Circular is also furnished in connection with the solicitation of proxies by or on behalf of the management of Kennady for use at the Kennady Meeting to be held at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 1B4, at 1:00 p.m. (Pacific Standard Time) on Monday, April 9, 2018 and at any adjournment(s) or postponement(s) thereof for the purposes set forth in the accompanying notice of special meeting of Kennady Shareholders (the “Kennady Notice of Meeting”).

Except for the statements of historical fact contained herein, the information presented in this Circular and the information incorporated by reference herein, constitutes “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian Securities Laws (together, “forward-looking statements”) concerning the business, operations, plans and financial performance and condition of each of Mountain Province, Kennady and the Combined Company (as defined herein). Often, but not always, forward-looking statements can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “should”, “could”, “will”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual plans, results, performance or achievements of Mountain Province, Kennady or the Combined Company to differ materially from any future plans, results, performance or achievements expressed or implied by the forward- looking statements. Such factors include, among others, the timing, closing or non-completion of the Arrangement, including due to the Parties failing to receive, in a timely manner and on satisfactory terms, the necessary Court, securityholder, stock exchange and Regulatory Approvals or the inability of the Parties to satisfy or waive in a timely manner the other conditions to the closing or the conditions precedent, as applicable, of the Arrangement; receipt of a Superior Proposal by Kennady; receipt of a Superior Proposal by Mountain Province; inability to achieve the benefits or synergies anticipated from the Arrangement; actual operating cash flows, operating costs, free cash flows, mineral resources, total cash, transaction costs, and administrative costs of Mountain Province, Kennady or the Combined Company differing materially from those anticipated; project infrastructure requirements, anticipated processing methods or exploration expenditures differing materially from those anticipated; risks related to partnership or other joint operations; actual results of current exploration activities; variations in mineral resources, mineral production, grades or recovery rates or optimization efforts and sales; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; uninsured risks, including, but not limited to, pollution, cave ins or hazards for which insurance cannot be obtained; regulatory changes; defects in title; availability or integration of personnel, materials and equipment; inability to recruit or retain management and key personnel; the composition of the board of the Combined Company differing from the anticipated composition; performance of facilities, equipment and processes relative to specifications and expectations; unanticipated environmental impacts on operations; market prices; production, construction and technological risks related to Mountain Province, Kennady or the Combined Company; capital requirements and operating risks associated with the operations or an expansion of the operations of Mountain Province and Kennady; dilution due to future equity financings, fluctuations in diamond and other metal prices and currency exchange rates; uncertainty relating to future production, and cash resources; inability to successfully complete new development projects, planned expansions or other projects within the timelines anticipated; adverse changes to market, political and general economic conditions or laws, rules and regulations applicable to Mountain Province, Kennady or the Combined Company; changes in project parameters; the possibility of project cost overruns or unanticipated costs and expenses; accidents, labour disputes, community and stakeholder protests and other risks of the mining industry; failure of plant, equipment or processes to operate as anticipated; risk of an undiscovered defect in title or other adverse claim; factors discussed under the heading “Risk Factors”; those

risks set out in Schedule “K” – “Information Concerning Kennady” to this Circular; and those risks set out in Schedule “J” – Information Concerning Mountain Province” to this Circular, and the Mountain Province AIF and other Mountain Province documents incorporated by reference herein, which are available on SEDAR under Mountain Province’s issuer profile at www.sedar.com.

In addition, forward-looking and pro forma information herein is based on certain assumptions and involves risks related to the consummation or non-consummation of the Arrangement and the business and operations of Mountain Province, Kennady and the Combined Company. Forward-looking and pro forma information contained herein is based on certain assumptions including that Mountain Province Shareholders including Minority Mountain Province Shareholders will vote in favour of the Share Issuance Resolution, that Kennady Shareholders including Minority Kennady Shareholders will vote in favour of the Arrangement Resolution, that the Court will approve the Arrangement and that all other conditions to the Arrangement are satisfied or waived and that the Arrangement will be completed. Other assumptions include, but are not limited to, interest and exchange rates; the price of diamonds and other metals; competitive conditions in the mining industry; synergies between Mountain Province and Kennady; title to mineral properties; financing and funding requirements; general economic, political and market conditions; and changes in laws, rules and regulations applicable to Mountain Province and Kennady.

Although Mountain Province and Kennady have attempted to identify important factors that could cause plans, actions, events or results to differ materially from those described in forward-looking statements in this Circular, and the documents incorporated by reference herein, there may be other factors that cause plans, actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate as actual plans, results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements in this Circular, nor in the documents incorporated by reference herein. All of the forward-looking statements made in this Circular, including all documents incorporated by reference herein, are qualified by these cautionary statements.

Certain of the forward-looking statements and other information contained herein concerning the mining industry and Mountain Province’s and Kennady’s general expectations concerning the mining industry, Mountain Province, Kennady and the Combined Company are based on estimates prepared by Mountain Province and Kennady using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which Mountain Province and Kennady believe to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, this data is inherently imprecise. While Mountain Province and Kennady are not aware of any misstatement regarding any industry data presented herein, the mining industry involves risks and uncertainties that are subject to change based on various factors.

Mountain Province Shareholders and Kennady Shareholders are cautioned not to place undue reliance on forward- looking statements. Mountain Province and Kennady undertake no obligation to update any of the forward-looking statements in this Circular or incorporated by reference herein, except as required by law.

THE ARRANGEMENT AND THE SECURITIES ISSUABLE IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Mountain Province Shares to be issued to Kennady Shareholders pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States, and are being issued in reliance on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and exemptions provided under the securities laws of each state of the United States in which the holders of Kennady Shares that reside in the United States (the “Kennady U.S.

Shareholders”) reside. Section 3(a)(10) of the U.S. Securities Act exempts from the general registration requirements under the U.S. Securities Act securities issued in exchange for one or more bona fide outstanding securities where the terms and conditions of the issuance and exchange are approved by a court of competent jurisdiction that is expressly authorized by Law to grant such approval, after a hearing upon the fairness of such terms and conditions of such issuance and exchange at which all persons to whom the securities will be issued in such exchange have the right to appear and receive timely notice thereof. The Court will be advised prior to the hearing of the application for the Final Order that if the terms and conditions of the Arrangement are approved by the Court, the Mountain Province Shares to be issued to Kennady Shareholders pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued in reliance on the exemption from registration provided by Section 3(a)(10) thereunder and that the Final Order will constitute the basis for such exemption. See “The Arrangement – Securityholder and Court Approvals – Court Approval of the Arrangement”.

The Mountain Province Shares to be issued to Kennady Shareholders pursuant to the Arrangement will be freely tradable under the U.S. Securities Act, except by persons who are “affiliates” (as defined in Rule 144 under the U.S. Securities Act) of Mountain Province after the Arrangement or were affiliates of Mountain Province within 90 days prior to completion of the Arrangement. Any resale of such Mountain Province Shares by such an affiliate (or, if applicable, former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. See “Securities Law Matters – U.S. Securities Laws”.

Kennady Shareholders who are U.S. Holders (as defined herein under the heading “Certain U.S. Federal Income Tax Considerations for U.S. Holders”) or otherwise resident in the United States should be aware that the Arrangement described herein may have tax consequences both in the United States and in Canada. Such consequences for Kennady Shareholders may not be described fully herein. For a general discussion of the principal Canadian federal income tax considerations to investors who are resident in the United States, see “Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”. For a general discussion of certain U.S. federal income tax considerations to investors who are U.S. Holders, see “Certain U.S. Federal Income Tax Considerations for U.S. Holders”. Kennady Shareholders who are U.S. Holders or otherwise resident in the United States are urged to consult their own tax advisors with respect to such Canadian and U.S. federal income tax consequences and the applicability of any federal, state, local, foreign and other tax laws.

Each of Mountain Province and Kennady is a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act and Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). The solicitation of proxies from Kennady Shareholders is not subject to the proxy requirements of Section 14(a) of the U.S. Exchange Act by virtue of an exemption for foreign private issuers. Accordingly, the solicitation contemplated herein is being made to Kennady U.S. Shareholders only in accordance with Canadian Securities Laws and Canadian corporate laws, and this Circular has been prepared in accordance with the disclosure requirements of Canadian Securities Laws. Kennady U.S. Shareholders should be aware that, in general, such Canadian disclosure requirements are different from those applicable to proxy statements, prospectuses or registration statements prepared in accordance with U.S. laws.

The financial statements and information included or incorporated by reference in this Circular have been prepared in accordance IFRS and are subject to Canadian auditing and auditor independence standards and thus may not be comparable to financial statements prepared in accordance with U.S. GAAP and auditor independence standards.

Information regarding mineral reserve and mineral resource estimates in this Circular or in the documents incorporated by reference herein concerning the properties, operations and royalty interests of Mountain Province and Kennady has been prepared in accordance with the requirements of securities laws in effect in Canada, which may differ in material respects from the requirements of U.S. Securities Laws applicable to U.S. companies. Mountain Province and Kennady are required to describe mineral reserves associated with the properties in which Mountain Province and Kennady hold royalty interests utilizing Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) definitions of “proven” or “probable”, which categories of mineral reserves are recognized by NI 43-101, but which differ from those definitions in the disclosure requirements promulgated by the SEC and contained in Industry Guide 7. In addition, under NI 43-101 Mountain Province and Kennady are required to describe mineral resources associated with their respective properties utilizing CIM definitions of “measured”, “indicated” or “inferred”, which categories of mineral resources are recognized by Canadian regulations but are not defined terms under Industry Guide 7 and are

generally not permitted to be used in reports and registration statements of U.S. companies filed with the SEC. Accordingly, information contained in this Circular regarding the mineral deposits of Mountain Province and Kennady and the owners and operators of properties in which Mountain Province and Kennady hold royalty interests may not be comparable to similar information disclosed by U.S. companies in reports filed with the SEC. U.S. investors are cautioned not to assume that all or any part of measured mineral resources or indicated mineral resources will ever be converted into mineral reserves. “Inferred resources” have an even greater amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. readers are cautioned not to assume that all or any part of an inferred resource exists, or is economically or legally mineable.

The enforcement by investors of civil liabilities under the U.S. Securities Laws may be affected adversely by the fact that each of Mountain Province and Kennady is organized under the laws of a jurisdiction other than the U.S., that some or all of their respective officers and directors are residents of countries other than the U.S., that some or all of the experts named in this Circular and the documents incorporated by reference herein may be residents of countries other than the U.S., and that all or a substantial portion of the assets of Mountain Province and Kennady and such persons are located outside the U.S. As a result, it may be difficult or impossible for Mountain Province Shareholders or Kennady Shareholders resident in the U.S. to effect service of process within the U.S. upon Mountain Province or Kennady, their respective officers and directors or the experts named in this Circular and any documents incorporated by reference herein, or to realize, against them, upon judgments of courts in the U.S. predicated upon civil liabilities under U.S. Securities Laws. In addition, Mountain Province Shareholders and Kennady Shareholders resident in the U.S. should not assume that Canadian courts: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under U.S. Securities Laws or the state-specific “blue sky” securities laws of any state within the U.S.; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under U.S. Securities Laws or “blue sky” laws of any state within the U.S.

Unless otherwise indicated, all references to “$” or “C$” in this Circular refer to Canadian dollars.

The financial statements of Mountain Province that are incorporated by reference in this Circular are reported in Canadian dollars and are prepared in accordance with IFRS. The financial statements of Kennady that are included in Schedule “L” – “Financial Statements of Kennady” and Schedule “M” – “Management’s Discussion and Analysis of Kennady” to this Circular are reported in Canadian dollars and are prepared in accordance with IFRS. The pro forma financial statements of Mountain Province that are included in Schedule “O” – “Unaudited Pro Forma Condensed Consolidated Financial Statements of Mountain Province” to this Circular are reported in Canadian dollars.

The following table sets out: (i) the rates of exchange for one U.S. dollar expressed in Canadian dollars in effect at the end of the periods indicated; (ii) the average rates of exchange for such periods; and (iii) the highest and lowest rates of exchange during such periods, based on the noon rate or daily average exchange rate, as applicable, provided by the Bank of Canada.

On January 1, 2017, the Bank of Canada began a transition period to change its procedure for publishing exchange rate information. As of April 28, 2017, the Bank of Canada no longer produces noon and closing daily exchange rates, instead publishing daily average exchange rates.

On March 5, 2018, the average daily exchange rate for one United States dollar expressed in Canadian dollars as reported by the Bank of Canada was C$1.2977.

The information contained in this Circular is given as at March 5, 2018, except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein. No person has been authorized to give any information or to make any representation in connection with the Arrangement and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by Mountain Province or Kennady.

This Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

Information contained in this Circular should not be construed as legal, tax or financial advice. Mountain Province Shareholders and Kennady Shareholders are urged to consult with their own professional advisors to obtain legal, tax or financial advice.

Descriptions in this Circular of the terms of the Arrangement Agreement, the Plan of Arrangement, and the Voting and Support Agreements are summaries of the terms of those documents and are qualified in their entirety by such terms. Mountain Province Shareholders and Kennady Shareholders should refer to the full text of each of the Arrangement Agreement, the Plan of Arrangement, and the Voting and Support Agreements for complete details of those documents. The full text of the Arrangement Agreement is available on SEDAR under Mountain Province’s issuer profile at www.sedar.com. The Plan of Arrangement is attached as Schedule “D” – “Plan of Arrangement” to this Circular.

Certain information in this Circular pertaining to Mountain Province has been furnished by Mountain Province, including, but not limited to (i) information pertaining to Mountain Province in Schedule “J” – “Information Concerning Mountain Province” to this Circular, (ii) the historical management’s discussion and analysis of Mountain Province incorporated by reference in this Circular, (iii) the historical financial statements of Mountain Province incorporated by reference in this Circular, and (iv) information relating to Mountain Province in the unaudited pro forma condensed consolidated financial statements in Schedule “O” – “Unaudited Pro Forma Condensed Consolidated Financial Statements of Mountain Province” to this Circular. With respect to this information, the Kennady Board has relied exclusively upon Mountain Province, without independent verification by Kennady. Although Kennady does not have any knowledge that would indicate that such information is untrue or incomplete, neither Kennady nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information including any of Mountain Province’s financial statements, or for the failure by Mountain Province to disclose events or information that may affect the completeness or accuracy of such information. For further information regarding Mountain Province, please refer to Mountain Province’s filings with the Securities Authorities, which is available on SEDAR under Mountain Province’s issuer profile at www.sedar.com. See Schedule “J” – “Information Concerning Mountain Province” to this Circular.

Certain information in this Circular pertaining to Kennady has been furnished by Kennady, including, but not limited to (i) information pertaining to Kennady in Schedule “K” – “Information Concerning Kennady” to this Circular, (ii) the historical financial statements of Kennady included in Schedule “L” – “Financial Statements of Kennady” to this

Circular, (iii) management’s discussion and analysis of Kennady included in Schedule “M” – “Management’s Discussion and Analysis of Kennady” to this Circular, (iv) information pertaining to Kennady included in Schedule “N” – “Information Concerning The Combined Company” to this Circular, and (v) information relating to Kennady in the unaudited pro forma condensed consolidated financial statements attached as Schedule “O” – “Unaudited Pro Forma Condensed Consolidated Financial Statements of Mountain Province” to this Circular. With respect to this information, the Mountain Province Board has relied exclusively upon Kennady, without independent verification by Mountain Province. Although Mountain Province does not have any knowledge that would indicate that such information is untrue or incomplete, neither Mountain Province nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information including any of Kennady’s financial statements, or for the failure by Kennady to disclose events or information that may affect the completeness or accuracy of such information. For further information regarding Kennady, please refer to Kennady’s filings with the Securities Authorities, which is available on SEDAR under Kennady’s issuer profile at www.sedar.com. See Schedule “K” – “Information Concerning Kennady” to this Circular.

SUMMARY OF CIRCULAR

This Summary should be read together with and is qualified in its entirety by the more detailed information and financial data and statements contained elsewhere in this Circular, including the Schedules hereto and documents incorporated into this Circular by reference. Capitalized terms in this Summary have the meanings set out in Schedule “A” – “Glossary of Terms” or as set out in this Summary. The full text of the Arrangement Agreement, which is incorporated by reference in this Circular, may be viewed on SEDAR under Mountain Province’s and Kennady’s issuer profiles, respectively, at www.sedar.com.

The Meetings

The Mountain Province Meeting

The Mountain Province Meeting will be held at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 1B4, at 2:30 p.m. (Pacific Standard Time) on Monday, April 9, 2018.

The record date for determining the Mountain Province Shareholders entitled to receive notice of and to vote at the Mountain Province Meeting is March 5, 2018. Only Mountain Province Shareholders of record as of the close of business (5:00 p.m. (Eastern Standard Time)) on the Mountain Province Record Date are entitled to receive notice of and to vote at the Mountain Province Meeting.

The Kennady Meeting

The Kennady Meeting will be held at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 1B4, at 1:00 p.m. (Pacific Standard Time) on Monday, April 9, 2018.

The record date for determining the Kennady Shareholders entitled to receive notice of and to vote at the Kennady Meeting is March 5, 2018. Only Kennady Shareholders of record as of the close of business (5:00 p.m. (Eastern Standard Time)) on the Kennady Record Date are entitled to receive notice of and to vote at the Kennady Meeting.

Purpose of the Meetings

Purpose of the Mountain Province Meeting

The purpose of the Mountain Province Meeting is for Mountain Province Shareholders to consider and vote upon the Share Issuance Resolution, the full text of which is set out in Schedule “B” – “Resolutions to be Approved at the Mountain Province Meeting” to this Circular. Particulars of the subject matter relating to the Arrangement are described in this Circular under the heading “The Arrangement”.

If the Share Issuance Resolution does not receive the requisite approval, the Arrangement will not proceed.

Management of Mountain Province and the Mountain Province Board recommend that Mountain Province Shareholders vote FOR the Share Issuance Resolution.

Purpose of the Kennady Meeting

The purpose of the Kennady Meeting is for Kennady Shareholders to consider and vote upon the Arrangement Resolution, the full text of which is set out in Schedule “C” – “Resolutions to be Approved at the Kennady Meeting” to this Circular. Particulars of the subject matter relating to the Arrangement are described in this Circular under the heading “The Arrangement”.

If the Arrangement Resolution does not receive the requisite approval, the Arrangement will not proceed.

Management of Kennady and the Kennady Board recommend that Kennady Shareholders vote FOR the Arrangement Resolution.

Parties to the Arrangement

Mountain Province is a corporation continued under the OBCA. Mountain Province’s head office and registered office is located at 161 Bay Street, Suite 1410, P.O. Box 216, Toronto, Ontario, Canada, M5J 2S1. The Mountain Province Shares are listed for trading on the TSX and Nasdaq under the symbol “MPVD”.

Kennady is a corporation incorporated under the OBCA. Kennady’s head office is located at 1199 West Hastings Street, Suite 700, Vancouver, British Columbia, V6E 3T5 and its registered office is located at 161 Bay Street, Suite 1410, P.O. Box 216, Toronto, Ontario, M5J 2S1. The Kennady Shares are listed for trading on the TSXV under the symbol “KDI”.

See Schedule “J” – “Information Concerning Mountain Province” to this Circular for a description of Mountain Province. See Schedule “K” – “Information Concerning Kennady” to this Circular for a description of Kennady. See Schedule “N” – “Information Concerning the Combined Company” to this Circular for a description of Mountain Province after giving effect to the Arrangement.

Effects of the Arrangement

The purpose of the Arrangement is to effect the business combination of Mountain Province and Kennady. The Arrangement is to be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. Upon completion of the Arrangement, Mountain Province will acquire all of the issued and outstanding Kennady Shares and Kennady will become a wholly-owned subsidiary of Mountain Province.

Corporate Structure

The Arrangement will result in Kennady becoming a wholly-owned subsidiary of Mountain Province. The following diagram sets out the corporate structure of the Combined Company following the completion of the Arrangement.

See Schedule “N” – “Information Concerning the Combined Company” to this Circular.

Mountain Province Shareholders

If the Arrangement is completed, up to 54,673,383 Mountain Province Shares (subject to variation due to rounding of fractional interests in accordance with the terms of the Plan of Arrangement) will be issuable, representing approximately 34.1% of the number of issued and outstanding Mountain Province Shares as of the date of this Circular.

See “The Arrangement – Effects of the Arrangement – Mountain Province Shareholders”.

Kennady Shareholders

Pursuant to the Arrangement, in connection with the acquisition by Mountain Province of Kennady, each Kennady Shareholder (other than Mountain Province and any Dissenting Shareholders) immediately prior to the Effective Time will receive 0.975 of a Mountain Province Share in exchange for each Kennady Share held. See “The Arrangement – Description of the Arrangement”.

See “The Arrangement – Effects of the Arrangement – Kennady Shareholders” and “Procedure for Exchange of Kennady Shares” and “The Arrangement – Description of the Arrangement”.

Holders of Kennady Options and Kennady RSUs

Those outstanding Kennady Options that are “in-the-money” and Kennady RSUs will be cashed out in accordance with the terms and conditions of the Kennady Long Term Equity Incentive Plan and all such outstanding Kennady Options and Kennady RSUs will be treated in the same fashion. The Kennady Long Term Equity Incentive Plan provides that in the event of a change of control (a “CoC”) of Kennady, all vesting and exercise criteria of the Kennady Options and Kennady RSUs shall be deemed to have been satisfied and each participant shall be entitled to receive, in full settlement, a cash payment equal to (a) in the case of a Kennady RSU, the Special Value (as defined below), and (b) in the case of a Kennady Option, the difference between the Special Value and the option price in respect of such Kennady Option.

As used herein, the term “Special Value” means (i) if any Kennady Shares are sold as part of the transaction constituting the CoC, the weighted average of the prices paid for such shares by the acquirer, provided that if any portion of the consideration is paid in property other than cash, then the Kennady Board shall determine the fair market value of such property as of the date of the CoC for purposes of determining the Special Value; and (ii) if no Kennady Shares are sold, the market price of a Kennady Share on the day immediately preceding the date of the CoC. As the Kennady Shareholders are receiving the Arrangement Consideration and no cash consideration, the Kennady Board will determine the fair market value of the Arrangement Consideration the day immediately preceding the Effective Date for purposes of determining the Special Value.

Kennady Options and Kennady RSUs that are not cashed out in accordance with the terms and conditions of the Kennady Long Term Equity Incentive Plan (including Kennady Options that are “out-of-the-money”) will, pursuant to the terms of the Kennady Long Term Equity Incentive Plan, be cancelled at the Effective Time.

See “The Arrangement – Effects of the Arrangement – Holders of Kennady Options and Kennady RSUs” and “The Arrangement – Description of the Arrangement”.

Mountain Province Shareholder Approval

Share Issuance Resolution

To be effective, the Share Issuance Resolution must be approved at the Mountain Province Meeting by (i) at least a majority of the votes cast on the Share Issuance Resolution by the Mountain Province Shareholders present in person or represented by proxy and entitled to vote at the Mountain Province Meeting (in accordance with the requirements of Section 611(c) of the TSX Company Manual), and (ii) at least a majority of the votes cast on the Share Issuance Resolution by the Minority Mountain Province Shareholders (i.e., excluding votes attached to Kennady Shares held by any other person described in items (a) through (d) of Section 8.1(2) of MI 61-101) present in person or represented by proxy and entitled to vote at the Mountain Province Meeting. The complete text of the Share Issuance Resolution to be presented to the Mountain Province Meeting is set out in Schedule “B” – “Resolutions to be Approved at the Mountain Province Meeting” to this Circular.

The Arrangement Agreement provides that the Share Issuance Resolution must be approved as a condition precedent to the implementation of the Arrangement. See “The Arrangement – Securityholder and Court Approvals”.

Kennady Shareholder Approval

Arrangement Resolution

At the Kennady Meeting, the Kennady Shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the Arrangement Resolution set forth in Schedule “C” – “Resolutions to be Approved at the Kennady Meeting” to this Circular to approve the Arrangement.

To be effective, the Arrangement Resolution must be approved at the Kennady Meeting by (i) at least 66 ⅔% of the votes cast on the Arrangement Resolution by the Kennady Shareholders present in person or represented by proxy and entitled to vote at the Kennady Meeting, and (ii) at least a majority of the votes cast on the Arrangement Resolution by Minority Kennady Shareholders (i.e., excluding votes attached to Kennady Shares held by any other person described in items (a) through (d) of Section 8.1(2) of MI 61-101) present in person or represented by proxy and entitled to vote at the Kennady Meeting. See “Securities Law Matters – Multilateral Instrument 61-101”.

The Arrangement Resolution must be approved in order for Kennady to seek the Final Order and implement the Arrangement on the Effective Date. See “The Arrangement – Securityholder and Court Approvals”.

The Arrangement

Background to the Arrangement

The Arrangement and the provisions of the Arrangement Agreement are the result of arm’s length negotiations conducted between representatives of the Mountain Province Special Committee and the Kennady Special Committee. A summary of the material events leading up to the negotiation of the Arrangement Agreement and the material meetings, negotiations and discussions between the Parties that preceded the execution and public announcement of the Arrangement Agreement is included in this Circular under the heading “The Arrangement – Background to the Arrangement”.

Recommendation of the Mountain Province Special Committee

The Mountain Province Special Committee was formed to review and evaluate the Arrangement, oversee and supervise the process carried out by Mountain Province in negotiating and entering into the Arrangement Agreement and to make recommendations to the Mountain Province Board with respect to any such proposed transaction. Scotiabank was retained to act as financial advisors to the Mountain Province Special Committee.

After careful consideration, including a thorough review of the Arrangement Agreement and receiving the oral fairness opinion of RBC Capital Markets delivered to the Mountain Province Special Committee (subsequently confirmed in writing), as well as a thorough review of other matters, including those discussed below under the heading “Reasons for the Mountain Province Board and Mountain Province Special Committee Recommendations”, the Mountain Province Special Committee unanimously determined that the Arrangement is in the best long-term interests of Mountain Province. Accordingly, the Mountain Province Special Committee unanimously recommended that the Mountain Province Board approve the Arrangement and enter into the Arrangement Agreement.

See “The Arrangement – Recommendation of the Mountain Province Special Committee”.

Recommendation of the Mountain Province Board

After careful consideration, including a thorough review of the Arrangement Agreement, the Mountain Province Board (other than Mr. Comerford, who, having declared a potential conflict of interest in the matters being considered, was not present and did not vote on the Arrangement) determined, upon the recommendation of the Mountain Province Special Committee and consultation with its legal and financial advisors, and based in part on an oral fairness opinion (subsequently confirmed in writing) received by the Mountain Province Special Committee from RBC Capital Markets, that the Arrangement is in the best long-term interests of Mountain Province and the Mountain Province Shareholders. Accordingly, the Mountain Province Board unanimously approved the Arrangement Agreement and unanimously recommends that Mountain Province Shareholders vote FOR the Share Issuance Resolution.

See “The Arrangement – Recommendation of the Mountain Province Board”.

Recommendation of the Kennady Special Committee

The Kennady Special Committee was formed to consider potential transactions involving the sale of all or substantially all of the shares or assets of Kennady, evaluate the Arrangement, pursue strategic alternatives to the Arrangement, oversee and supervise the process carried out by Kennady in negotiating and entering into the Arrangement Agreement and to make recommendations to the Kennady Board with respect to any such proposed transaction.

After careful consideration, including a thorough review of the Arrangement Agreement and receiving the oral fairness opinion of Haywood Securities Inc. delivered to the Kennady Special Committee (subsequently confirmed in writing), as well as a thorough review of other matters, including those discussed below under the heading “Reasons for the Kennady Board and Kennady Special Committee Recommendations”, the Kennady Special Committee unanimously determined that the Arrangement is in the best interests of Kennady. Accordingly, the Kennady Special Committee unanimously recommended that the Kennady Board approve the Arrangement and enter into the Arrangement Agreement and that the Kennady Board recommend that Kennady Shareholders vote in favour of the Arrangement Resolution.

See “The Arrangement – Recommendation of the Kennady Special Committee”.

Recommendation of the Kennady Board

After careful consideration, including a thorough review of the Arrangement Agreement and receiving the fairness opinion of Haywood Securities Inc. delivered to the Kennady Special Committee, as well as a thorough review of other matters, the Kennady Board (other than Mr. Comerford and Dr. Moore, who, having declared a potential conflict of interest in the matters being considered, were not present and did not vote on the Arrangement), upon the unanimous recommendation of the Kennady Special Committee, unanimously determined that the Arrangement is in the best interests of Kennady. Accordingly, the Kennady Board unanimously approved the Arrangement Agreement and unanimously recommends that Kennady Shareholders vote FOR the Arrangement Resolution.

See “The Arrangement – Recommendation of the Kennady Board”.

Reasons for the Mountain Province Board and Special Committee Recommendations

In making their respective recommendations, the Mountain Province Special Committee and the Mountain Province Board consulted with Mountain Province’s management, its financial advisor, Scotiabank, and its legal counsel and performed financial, technical and legal due diligence with the help of its advisors and experts and considered a number of factors, including those listed below. The following includes forward-looking information and readers are cautioned that actual results may vary.

In making their respective determinations and recommendations, the Mountain Province Special Committee and the Mountain Province Board considered and relied upon a number of substantive factors, including, among others:

Addition of Significant and 100% Owned Resources. Kennady owns two 100%-owned diamondiferous bodies which contain indicated resources of 13.62 million carats and inferred resources of 5.02 million carats. The Kelvin kimberlite has indicated resources of 13.62 million carats at an average grade of 1.60 carats per tonne and average value of U.S.$63 per carat as estimated by bulk samples completed in 2015 and 2016. The Faraday kimberlites have inferred resources of 5.02 million carats at an average grade of 1.54 carats per tonne and average value of U.S.$98 per carat as estimated by a 2017 bulk sample. The size and grade of Kelvin and Faraday add to the total number of carats owned by Mountain Province for future production and the addition of these two bodies also opens up new mine planning opportunities that could deliver optimized revenue realization and operating cost control.

Upside to Grow Resources. Mountain Province believes there is upside potential to grow resources at both Kelvin and Faraday and develop potential resources at the Doyle and MZ kimberlites.

Extensive Land Package. Kennady possesses 67,164 hectares of highly prospective and 100%-owned exploration ground strategically surrounding the GK Diamond Mine.

Complementary Assets. The Combined Company is expected to benefit from the complementary assets held by Mountain Province and Kennady. Kennady controls the bulk of the prospective kimberlite belt and Mountain Province owns 49% of the belt’s operating mine. Upon completion of the Arrangement, the Combined Company will be uniquely positioned to either add the Kennady assets to the Gahcho Kué Joint Venture (subject to agreement with De Beers) or advance exploration, building 100%-owned value that can be combined with the Gahcho Kué Joint Venture at a later date. On a combined basis, this will have the potential to significantly reduce pre-production capital expenditures, transportation costs and operating expenses.

Timing is Right.

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Potential to Displace Lower-Grade Tuzo Ore. From 2023-2025, the Gahcho Kué Joint Venture is scheduled to mine lower-grade ore from the Tuzo pipe. Should the Kennady assets be integrated into the Gahcho Kué Joint Venture there is the potential to partially displace this lower-grade Tuzo ore with higher-grade ore from Kelvin or Faraday. Given the early stage of the Kennady assets, time is needed to develop and permit the assets before they are ready to be mined.

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Full Control over Kennady’s 2018 Exploration Program. Kennady’s 2017 summer drilling program highlighted key opportunities to grow the current Faraday resource and the 2018 plan is in place to explore other key value enhancing targets. Upon completion of the Arrangement, Mountain Province will be in a position to fully control Kennady’s 2018 drill program. Managing Kennady’s drilling program is not expected to meaningfully detract from Mountain Province’s other capital management objectives, including those related to debt servicing and dividend payments.

Fairness Opinion. The Mountain Province Special Committee received the RBC Fairness Opinion that concluded, as at the date thereof and subject to the assumptions, limitations and qualifications contained therein, that the Arrangement Consideration to be paid by Mountain Province pursuant to the Arrangement is fair, from a financial point of view, to Mountain Province.

Experienced Leadership Team. The Combined Company will have an experienced management team with a proven track record of generating shareholder value and with knowledge of all stages of the mine development cycle, including discovery, development and production.

The Mountain Province Special Committee and Mountain Province Board also considered a variety of risks and other potentially negative factors relating to the Arrangement including those matters described under the heading “Risk Factors Relating to the Arrangement”. The Mountain Province Special Committee and Mountain Province Board believed that, overall, the anticipated benefits of the Arrangement to Mountain Province outweighed these risks and negative factors.

In making their respective determinations and recommendations, the Mountain Province Special Committee and the Mountain Province Board also observed that a number of procedural safeguards were and are present to permit the Mountain Province Special Committee and the Mountain Province Board to represent effectively the interests of Mountain Province and the Mountain Province Shareholders and Mountain Province’s other stakeholders, including, among others:

Role of the Mountain Province Special Committee. The evaluation and negotiation process was conducted by the Mountain Province Special Committee, being members of the Mountain Province Board who are independent of management and the Significant Shareholder. The Mountain Province Special Committee met regularly with Mountain Province’s advisors and management and retained its own independent legal, financial and technical advisors.

Unanimous recommendation of the Mountain Province Special Committee, consisting entirely of independent directors. The Arrangement was approved by the independent directors of Mountain Province, in accordance with MI 61-101.

Key Shareholder Support. Shareholders of each of Mountain Province and Kennady holding, in the aggregate, approximately 24.3% of the outstanding Mountain Province Shares and approximately 28.6% of the outstanding Kennady Shares, respectively, as at January 28, 2018, have entered into Voting and Support Agreements pursuant to which they have agreed, among other things, to vote in favour of the Share Issuance Resolution and the Arrangement Resolution, respectively.

Shareholder Approval. In addition to majority approval by the Mountain Province Shareholders present in person or represented by proxy and entitled to vote at the Mountain Province Meeting, the Share Issuance Resolution must also be approved by at least a majority of the votes cast on the Share Issuance Resolution by Minority Mountain Province Shareholders present in person or represented by proxy and entitled to vote at the Mountain Province Meeting, providing protection for Minority Mountain Province Shareholders.

Independent Mountain Province Fairness Opinion. Mountain Province retained RBC Capital Markets to provide the RBC Fairness Opinion. The fee payable to RBC Capital Markets is not contingent on the completion of the Arrangement and such fee is payable to RBC Capital Markets in respect of the RBC Fairness Opinion irrespective of the substance or conclusions of the RBC Fairness Opinion. See “The Arrangement – RBC Fairness Opinion” and Schedule “E” – “Fairness Opinion of RBC Capital Markets”.

Experienced financial and legal advisors. The process undertaken by the Mountain Province Special Committee included the retention of Miller Thomson LLP as its independent legal advisor and the retention of Scotiabank as its independent financial advisor.

Reasonable Termination Fee. Mountain Province is able to terminate the Arrangement Agreement in specified circumstances, including to accept a Superior Proposal on payment of the Termination Fee of $6,000,000. This provides further assurance to the Mountain Province Board that it would have a reasonable opportunity to consider a potential superior unsolicited alternative transaction if one is subsequently proposed.

Reasons for the Kennady Board and Kennady Special Committee Recommendations

In making their respective recommendations, the Kennady Special Committee and the Kennady Board consulted with Kennady’s management, legal counsel to the Kennady Special Committee, technical advisors and Minvisory Corp., reviewed a significant amount of information and considered a number of factors, including those listed below. The following includes forward-looking information and readers are cautioned that actual results may vary.

In making their respective determinations and recommendations, the Kennady Special Committee and the Kennady Board considered and relied upon a number of substantive factors, including, among others:

Increased diversification. Kennady Shareholders who retain the Mountain Province Shares they receive in connection with the Arrangement will have the opportunity to continue to participate in value created by Kennady’s exploration activities, while exposure to exploration risk is mitigated through participation in a producing asset, the GK Diamond Mine.

Premium to Kennady Shareholders. The Arrangement will provide Kennady Shareholders with a premium of approximately 26% to Kennady’s closing price and a premium of 15% based on the 20-day volume weighted-average-price of Mountain Province Shares on the TSX and Kennady Shares on the TSXV, both as of close on January 26, 2018, the last trading day prior to the public announcement of the Arrangement Agreement by Kennady and Mountain Province.

Providing Kennady Shareholders with greater liquidity. Mountain Province Shares have historically been, and are expected at the Effective Time to be, significantly more liquid securities than Kennady Shares. The Arrangement will provide Kennady Shareholders with the opportunity to hold shares in a company with significantly greater share liquidity, which should provide more immediate liquidity to any Former Kennady Shareholders should they wish to sell the Mountain Province Shares they receive under the Arrangement. The Arrangement will also provide Kennady Shareholders with the opportunity to hold shares in a company with significantly greater analyst coverage, market capitalization, improved ability to obtain financing and broader institutional following than currently enjoyed by Kennady.

Fairness Opinion. The Kennady Special Committee received the Haywood Fairness Opinion that concluded, as at the date thereof and subject to the assumptions, limitations and qualifications contained therein, that the Arrangement Consideration to be received by the Kennady Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Kennady Shareholders.

Increased ability to advance the Kennady assets. The Arrangement will provide Kennady Shareholders with access to Mountain Province’s development, production and marketing expertise and financial strength to enhance the advancement of the Kennady North Project, generating enhanced exploration upside for the combined assets.

Avoiding Risk of Kennady being a stranded asset. The completion of the Arrangement with Mountain Province will mitigate risks relating to any future commercialization of Kennady’s mineral properties, including the risk of becoming stranded assets due to, amongst other factors, Kennady’s dependence on the infrastructure of surrounding mines, potential issues with access to such mines in order to exploit the Kennady North Project resources, availability of financing and the current market conditions.

Consideration of strategic alternatives. The Kennady Special Committee asked Minvisory Corp. to reach out to other potential buyers and parties that might be willing to provide financing to Kennady prior to entering into exclusive negotiations with Mountain Province. Minvisory Corp. proceeded to contact potential buyers and parties that may be willing to provide financing to Kennady. Following Minvisory Corp.’s discussions with such parties, Minvisory Corp. was advised by such parties that advancing an acquisition or financing transaction, as applicable, was not possible at the current time. Thereafter, the Kennady Special Committee decided to focus on negotiating a transaction with Mountain Province.

Tax Deferred Rollover for Canadian and US Shareholders. Kennady Shareholders who are resident in Canada or the US and who receive Mountain Province Shares as Consideration under the Arrangement will generally be entitled to an automatic tax deferred rollover to defer Canadian or US taxation on any capital gains arising from the disposition of their Kennady Shares. See “Principal Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations for U.S Holders”.

Low Execution Risk. There are no material regulatory issues that are expected to arise in connection with the Arrangement that would prevent its completion, and all required regulatory clearances and approvals are expected to be obtained. There are a limited number of conditions, beyond the Kennady Shareholder Approval and the Mountain Province Shareholder Approval, required for the completion of the Arrangement, which the Kennady Board expects to have satisfied or waived in due course. In addition, the Significant Shareholder and all of the directors and officers of Kennady have entered into Kennady Voting and Support Agreements pursuant to which, and subject to the terms of which, they have agreed, among other things, to vote their Kennady Shares in favour of the Arrangement Resolution.

The Kennady Special Committee and Kennady Board also considered a variety of risks and other potentially negative factors relating to the Arrangement including those matters described under the heading “Risk Factors Relating to the Arrangement”. The Kennady Special Committee and Kennady Board believed that, overall, the anticipated benefits of the Arrangement to Kennady outweighed these risks and negative factors.

In making their respective determinations and recommendations, the Kennady Special Committee and the Kennady Board also observed that a number of procedural safeguards were and are present to permit the Kennady Special Committee and the Kennady Board to represent effectively the interests of Kennady and the Kennady Shareholders and Kennady’s other stakeholders, including, among others:

Role of the Kennady Special Committee. The evaluation and negotiation process was conducted by the Kennady Special Committee, being members of the Kennady Board who are independent of management and the Significant Shareholder. The Kennady Special Committee met regularly with Kennady’s advisors and management and retained its own independent legal and financial advisors.

Ability to respond to Superior Proposals. Notwithstanding the limitations contained in the Arrangement Agreement on Kennady’s ability to solicit interest from third parties, the Arrangement Agreement allows the Kennady Board to engage in discussions or negotiations with respect to an unsolicited written bona fide Acquisition Proposal at any time prior to the approval of the Arrangement Resolution by Kennady Shareholders and after the Kennady Board determines, in good faith, that such Acquisition Proposal would be reasonably likely to result in a Superior Proposal.

Unanimous recommendation of the Kennady Special Committee, consisting entirely of independent directors. The Arrangement was approved by the independent directors of Kennady, in accordance with MI 61-101.

Independent Kennady Fairness Opinion. The Kennady Special Committee retained Haywood Securities Inc. to provide the Haywood Fairness Opinion. The fee payable to Haywood Securities Inc. is not contingent on the completion of the Arrangement and such fee is payable to Haywood Securities Inc. in respect of the

Haywood Fairness Opinion irrespective of the substance or conclusions of the Haywood Fairness Opinion. See “The Arrangement – Kennady Fairness Opinion” and Schedule “F” – “Fairness Opinion of Haywood Securities Inc.”.

Experienced financial and legal advisors. The process undertaken by the Kennady Special Committee included the retention of Fasken Martineau DuMoulin LLP as its independent legal advisor and the retention of Minvisory Corp. as its independent financial advisor.

Reasonable Termination Fee. Kennady is able to terminate the Arrangement Agreement in specified circumstances, including to accept a Superior Proposal on payment of the Termination Fee of $6,000,000. This provides further assurance to the Kennady Board that it would have a reasonable opportunity to consider a potential superior unsolicited alternative transaction if one is subsequently proposed.

Required Shareholder and Court Approvals. The requirement for the following shareholder and Court approvals protect Kennady Shareholders:

○

To be effective, the Arrangement Resolution must be approved, with or without variation, by the affirmative vote of:

(i)

at least two-thirds of the votes cast on the Arrangement Resolution by Kennady Shareholders, present in person or represented by proxy and entitled to vote at the Kennady Meeting; and

(ii)

a majority of the votes cast on the Arrangement Resolution by Kennady Shareholders present in person or represented by proxy and entitled to vote at the Kennady Meeting, excluding for this purpose votes attached to the Kennady Shares held by the Significant Shareholder and any other person described in items (a) through (d) of Section 8.1(2) of MI 61-101; and

○

The Arrangement must be approved by the Court, which will consider, among other things, the substantive and procedural fairness of the terms and conditions of the Arrangement.

Dissent Rights. The terms of the Plan of Arrangement provide that any Registered Kennady Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if ultimately successful, receive the fair value of their Kennady Shares in accordance with the Arrangement.

See “The Arrangement – Reasons for the Mountain Province and Mountain Province Special Committee Recommendations”, “The Arrangement – Reasons for the Kennady Board and Kennady Special Committee Recommendations”, “The Arrangement – Opinion of RBC Capital Markets”, “The Arrangement – Opinion of Haywood Securities Inc.”.

The Mountain Province Board’s, Mountain Province Special Committee’s, Kennady Board’s and Kennady Special Committee’s reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors – Risk Factors Relating to the Arrangement” in this Circular.

Description of the Arrangement

The following description of the Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, a copy of the form of which is attached as Schedule “D” – “Plan of Arrangement” of this Circular.

If approved, the Arrangement will become effective at the Effective Time and will be binding at and after the Effective Time on each of Kennady, Mountain Province and Former Kennady Shareholders.

Commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur in the following sequence without any further act or formality:

each Kennady Share held by a Dissenting Shareholder shall, and shall be deemed to be, transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, to Kennady and Kennady shall thereupon be obligated to pay the amount therefor determined and payable in accordance with Article 4 of the Plan of Arrangement (Rights of Dissent), and the name of each such holder shall be removed from the securities register as a holder of Kennady Shares; and

all Kennady Shares (other than Kennady Shares held by Mountain Province or Dissenting Shareholders) shall be transferred to Mountain Province, free and clear of any liens, and: (i) the holders thereof shall receive, in exchange for each Kennady Share so transferred, 0.975 of a Mountain Province Share; (ii) each holder of Kennady Shares shall cease to be the holder of such shares and such holder’s name shall be removed from the securities register of Kennady with respect to such shares; (iii) Mountain Province shall be entered in the securities register of Kennady as the holder thereof; and (iv) Former Kennady Shareholders (other than Dissenting Shareholders) shall be entered in the securities register of Mountain Province as holders of Mountain Province Shares received by them in exchange for their Kennady Shares.

Notwithstanding any provision in the Plan of Arrangement, in no event shall any Former Kennady Shareholder be entitled to a fractional Mountain Province Share. Where the aggregate number of Mountain Province Shares to be issued to a Former Kennady Shareholder as consideration under the Arrangement would result in a fraction of a Mountain Province Share being issuable, the number of Mountain Province Shares to be issued to a Former Kennady Shareholder as consideration under the Arrangement shall be: (i) rounded down to the nearest whole Mountain Province Share in the event that the fractional Mountain Province Share is equal to or less than 0.5; and (ii) rounded up to the nearest whole Mountain Province Share in the event that the fractional Mountain Province Share is greater than 0.5 and less than 1.0.

See “The Arrangement – Description of the Arrangement – Exchange of Kennady Shares for the Arrangement Consideration” and the Plan of Arrangement attached as Schedule “D” – “Plan of Arrangement” for additional information.

Kennady Shareholders who exchange their Kennady Shares for Mountain Province Shares pursuant to the Arrangement, and who provide Mountain Province with a letter of representation in a form satisfactory to Mountain Province acting reasonably that such Kennady Shareholder does not hold their Kennady Shares as capital property for purposes of the Tax Act, may be entitled to make an income tax election with Mountain Province, pursuant to subsection 85(1) or 85(2) of the Tax Act, as applicable (and the analogous provisions of provincial income tax law) with respect to the exchange of their Kennady Shares. See “The Arrangement – Description of the Arrangement – Tax Election for Certain Kennady Shareholders”.

Opinion of RBC Capital Markets

RBC Capital Markets was retained to deliver to the Mountain Province Special Committee an opinion as to the fairness to Mountain Province, from a financial point of view, of the Arrangement Consideration to be paid by Mountain Province pursuant to the Arrangement Agreement. RBC Capital Markets has delivered the RBC Fairness Opinion concluding that, as at the date thereof and subject to the assumptions, limitations and qualifications contained therein, the Arrangement Consideration to be paid by Mountain Province pursuant to the Arrangement Agreement is fair, from a financial point of view, to Mountain Province. The full text of the RBC Fairness Opinion, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the RBC Fairness Opinion, is attached as Schedule “E” – “Fairness Opinion of RBC Capital Markets” to this Circular.

The summary of the RBC Fairness Opinion described in this Circular is qualified in its entirety by reference to the full text of the RBC Fairness Opinion. The RBC Fairness Opinion is not a recommendation to any Mountain Province Shareholder as to how to vote or act on any matter relating to the Arrangement. The RBC Fairness Opinion was one of a number of factors taken into consideration by the Mountain Province Special Committee in making its

determination that the Arrangement is in the best long-term interests of Mountain Province, and unanimously recommending that the Mountain Province Board approve the Arrangement and enter into the Arrangement Agreement.

See “The Arrangement – Opinion of RBC Capital Markets”.

Opinion of Haywood Securities Inc.

Haywood Securities Inc. was retained to deliver to the Kennady Special Committee an opinion as to the fairness to the Kennady Shareholders, from a financial point of view, of the Arrangement Consideration to be received by Kennady Shareholders pursuant to the Arrangement. Haywood Securities Inc. has delivered the Haywood Fairness Opinion concluding that, as at the date thereof and subject to the assumptions, limitations and qualifications contained therein, the Arrangement Consideration to be received by the Kennady Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Kennady Shareholders. The full text of the Haywood Fairness Opinion, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Haywood Fairness Opinion, is attached as Schedule “F” – “Fairness Opinion of Haywood Securities Inc.” to this Circular.

The summary of the Haywood Fairness Opinion described in this Circular is qualified in its entirety by reference to the full text of the Haywood Fairness Opinion. The Haywood Fairness Opinion is not a recommendation to any Kennady Shareholder as to how to vote or act on any matter relating to the Arrangement. The Haywood Fairness Opinion was one of a number of factors taken into consideration by the Kennady Special Committee in making its determination that the Arrangement is in the best interests of Kennady, and unanimously recommending that the Kennady Board approve the Arrangement and enter into the Arrangement Agreement.

See “The Arrangement – Opinion of Haywood Securities Inc.”.

The Arrangement Agreement

The Arrangement will be effected in accordance with the Arrangement Agreement, the full text of which may be viewed on SEDAR under Mountain Province’s and Kennady’s issuer profiles, respectively, at www.sedar.com. A summary of the material terms of the Arrangement Agreement (including a summary of the Termination Fee payable by Kennady to Mountain Province or by Mountain Province to Kennady, as applicable, in the event that the Arrangement is not completed under certain circumstances) is set out under the heading “The Arrangement Agreement” in this Circular and is subject to and qualified in its entirety by the full text of the Arrangement Agreement, which is incorporated by reference in this Circular.

The Voting and Support Agreements

Mountain Province Voting and Support Agreements

The Supporting Mountain Province Shareholders have entered into Mountain Province Voting and Support Agreements with Kennady in respect of Mountain Province Shares representing, in the aggregate, approximately 24.3% of the outstanding Mountain Province Shares as at January 28, 2018. The Mountain Province Voting and Support Agreements set forth, among other things and subject to certain exceptions, the agreement of such Supporting Mountain Province Shareholders to vote their Subject Mountain Province Securities in favour of the Share Issuance Resolution at the Mountain Province Meeting and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement.

The full text of the Mountain Province Voting and Support Agreements may be viewed on SEDAR under Kennady’s issuer profile at www.sedar.com. A summary of the key terms of the Mountain Province Voting and Support Agreements is included under the heading “The Voting Agreements – Mountain Province Voting and Support Agreements”.

Kennady Voting and Support Agreements

The Supporting Kennady Shareholders have entered into Kennady Voting and Support Agreements with Mountain Province in respect of Kennady Shares representing, in the aggregate, approximately 28.6% of the outstanding Kennady Shares as at January 28, 2018. The Kennady Voting and Support Agreements set forth, among other things and subject to certain exceptions, the agreement of such Supporting Kennady Shareholders to vote their Subject Kennady Securities in favour of the Arrangement Resolution at the Kennady Meeting and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement.

The full text of the Kennady Voting and Support Agreements may be viewed on SEDAR under Mountain Province’s issuer profile at www.sedar.com. A summary of the key terms of the Kennady Voting and Support Agreements is included under the heading “The Voting Agreements – Kennady Voting and Support Agreements”.

Court Approval of the Arrangement

An arrangement under the OBCA requires approval by the Court.

On March 5, 2018, Kennady obtained the Interim Order providing for the calling and holding of the Kennady Meeting, Dissent Rights and certain other procedural matters. The full text of the Interim Order is set out in Schedule “G” – “Interim Order” to this Circular. Subject to the terms of the Arrangement Agreement, and provided that the Share Issuance Resolution is approved at the Mountain Province Meeting and the Arrangement Resolution is approved at the Kennady Meeting in the manner required by the Interim Order, Kennady will re-attend before the Court for the issuance of the Final Order.

See “The Arrangement – Securityholder and Court Approvals – Court Approval of the Arrangement”.

Procedure for Exchange of Kennady Shares

Letter of Transmittal

A Letter of Transmittal is being mailed, together with this Circular, to each person (other than Mountain Province) who was a Registered Kennady Shareholder on the Kennady Record Date. Each person who is a Registered Kennady Shareholder immediately prior to the Effective Time must forward a properly completed and signed Letter of Transmittal, along with the accompanying Kennady Share certificate(s), if applicable, and such other documents as the Depositary may require, to the Depositary in order to receive the Arrangement Consideration to which such Kennady Shareholder is entitled under the Arrangement. It is recommended that Registered Kennady Shareholders complete, sign and return the Letter of Transmittal, along with the accompanying Kennady Share certificate(s), if applicable, to the Depositary as soon as possible. Kennady Shareholders whose Kennady Shares are registered in the name of a nominee (bank, trust company, securities broker or other nominee) should contact that nominee for assistance in depositing their Kennady Shares.

See “Procedure for Exchange of Kennady Shares – Letter of Transmittal”.

Cancellation of Rights after Six Years

To the extent that a Former Kennady Shareholder has not complied with the provisions of the Arrangement described under the heading “Procedure for Exchange of Kennady Shares – Exchange Procedure” on or before the date that is six years after the Effective Date, then any Mountain Province Shares which such Former Kennady Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such Mountain Province Shares shall be delivered to Mountain Province by the Depositary for cancellation and shall be cancelled by Mountain Province, and the interest of the Former Kennady Shareholder in such Mountain Province Shares to which it was entitled shall be terminated as of such Final Proscription Date.

See “Procedure for Exchange of Kennady Shares – Cancellation of Rights after Six Years”.

Fractional Interest

No fractional Mountain Province Shares shall be issued to Former Kennady Shareholders in connection with the Plan of Arrangement. The total number of Mountain Province Shares to be issued to any Former Kennady Shareholder shall, without additional compensation, be rounded up or down to the nearest whole Mountain Province Share (in accordance with the terms of the Plan of Arrangement) in the event that a Former Kennady Shareholder would otherwise be entitled to a fractional share.

See “Procedure for Exchange of Kennady Shares – Fractional Interest” and the Plan of Arrangement attached as Schedule “D” – “Plan of Arrangement” for additional information.

Dissent Rights

Registered Kennady Shareholders have Dissent Rights with respect to the Arrangement.

Registered Kennady Shareholders who wish to exercise their Dissent Rights must: (i) deliver a written notice of dissent to the Arrangement Resolution to Kennady, by mail to: Kennady Diamonds Inc. c/o Bruce Ramsden, Chief Financial Officer, 161 Bay Street, Suite 1410, P.O. Box 216, Toronto, Ontario, Canada, M5J 2S1; or by facsimile transmission to: 416 640-3335, by 5:00 p.m. (Eastern Standard Time) on Thursday, April 5, 2018, or two Business Days prior to any adjournment of the Kennady Meeting; (ii) not have voted in favour of the Arrangement Resolution; and (iii) otherwise have complied with the provisions of Section 185 of the OBCA, as modified and supplemented by the Plan of Arrangement, the Interim Order and any other order of the Court.

A Non-Registered Kennady Shareholder who wishes that Dissent Rights be exercised in respect of its Kennady Shares should immediately contact the nominee (bank, trust company, securities brokers or other nominee) with whom the Non-Registered Kennady Shareholder deals.

A Registered Kennady Shareholder’s failure to strictly comply with the procedures set forth in Section 185 of the OBCA, as modified or supplemented by the Plan of Arrangement, Interim Order and any other order of the Court, will result in the loss of such Registered Kennady Shareholder’s Dissent Rights.

See “The Arrangement – Dissent Rights”.

Income Tax Considerations

Kennady Shareholders should consult their own tax advisors about the applicable Canadian or U.S. federal, provincial, state and local tax, and other foreign tax, consequences of the Arrangement.

See “Principal Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations for U.S. Holders”.

Canadian Securities Laws

Each Kennady Shareholder is urged to consult such shareholder’s professional advisors to determine the Canadian conditions and restrictions applicable to trades in the Mountain Province Shares issuable pursuant to the Arrangement.

Kennady is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland. The Kennady Shares are currently listed on the TSXV. Following completion of the Arrangement, Kennady will be a wholly-owned subsidiary of Mountain Province and it is anticipated that Mountain Province will apply to the applicable Canadian securities regulators to have Kennady cease to be a reporting issuer and have the Kennady Shares delisted from the TSXV.

Mountain Province has applied to list the Mountain Province Shares issuable under the Arrangement on the TSX. It is a condition of closing that the TSX shall have conditionally approved the listing thereon, subject only to satisfying

the customary listing conditions of the TSX, of the issuance of the Mountain Province Shares issuable pursuant to the Arrangement. See “The Arrangement Agreement – Conditions Precedent to the Arrangement”. TSX conditional approval has been obtained for the listing of the Mountain Province Shares to be issued to Kennady Shareholders (other than Mountain Province and any Dissenting Shareholders) in exchange for their Kennady Shares under the Arrangement.

The issuance of Mountain Province Shares pursuant to the Arrangement will constitute a distribution of securities that is exempt from the prospectus requirements of applicable Canadian Securities Laws. Mountain Province Shares issued pursuant to the Arrangement may be resold in each province and territory of Canada provided that certain conditions are met.

See “Securities Law Matters – Canadian Securities Laws”.

U.S. Securities Laws

A general overview of certain requirements of U.S. Securities Laws that may be applicable to Kennady Shareholders is set out in this Circular under the heading “Securities Law Matters – U.S. Securities Laws”. All holders of Kennady Shares are urged to obtain legal advice to ensure that their resale of Mountain Province Shares complies with applicable U.S. Securities Laws. Further information applicable to the holders of such securities resident in the United States is disclosed in this Circular under the heading “Note to U.S. Securityholders”.

See “Securities Law Matters – U.S. Securities Laws”.

Mountain Province has applied to list the Mountain Province Shares issuable under the Arrangement on the Nasdaq. It is a condition of closing that the Nasdaq shall have conditionally approved the listing thereon, subject to official notice of issuance, of the Mountain Province Shares issuable pursuant to the Arrangement as of the Effective Date. See “The Arrangement Agreement – Conditions Precedent to the Arrangement”.

Unaudited Pro Forma Condensed Consolidated Financial Information

The unaudited pro forma condensed consolidated financial statements of Mountain Province, including its respective pro forma consolidated balance sheet as at September 30, 2017 and pro forma consolidated statement of comprehensive income (loss) for the year ended December 31, 2016 and the nine month period ended September 30, 2017, are set out in Schedule “O” – “Unaudited Pro Forma Condensed Consolidated Financial Statements of Mountain Province”.

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Kennady Board, Kennady Shareholders should be aware that members of the Kennady Board and the officers of Kennady have interests in the Arrangement or may receive benefits that may differ from, or be in addition to, the interests of Kennady Shareholders generally.

All benefits received, or to be received, by directors or officers of Kennady as a result of the Arrangement are, and will be, solely in connection with their services as directors or employees of Kennady. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such person for Kennady Shares, nor is it, or will it be, conditional on the person supporting the Arrangement.

See “Interests of Directors and Officers of Kennady in the Arrangement”.

The following is a summary of certain information contained in or incorporated by reference into this Circular, together with some of the questions that you, as a Mountain Province Shareholder, may have and answers to those questions. You are urged to read the remainder of this Circular and the enclosed Mountain Province Proxy carefully, because the information contained below is of a summary nature, and is qualified in its entirety by the more detailed information contained elsewhere in or incorporated by reference into this Circular, the Mountain Province Proxy and the attached schedules to this Circular, all of which are important and should be reviewed carefully. Capitalized terms in this summary have the meanings set out under Schedule “A” – “Glossary of Terms”.

Yes. The Mountain Province Board, on the recommendation of the Mountain Province Special Committee and based upon its own investigations, has unanimously determined (i) that the Arrangement is in the best long-term interests of Mountain Province and the Mountain Province Shareholders, (ii) that Mountain Province should enter into the Arrangement Agreement, and (iii) to recommend that the Mountain Province Shareholders vote FOR the Share Issuance Resolution.

In making its recommendation, the Mountain Province Board considered a number of factors as described in this Circular under the heading “The Arrangement – Reasons for the Mountain Province Board and Mountain Province Special Committee Recommendations”, including the recommendation of the Mountain Province Special Committee after having received an oral fairness opinion from RBC Capital Markets (subsequently confirmed in writing). The RBC Fairness Opinion determined that, subject to the assumptions, limitations and qualifications contained therein, the Arrangement Consideration to be paid by Mountain Province pursuant to the Arrangement Agreement is fair, from a financial point of view, to Mountain Province. See “The Arrangement – Background to the Arrangement”, “The Arrangement – Recommendation of the Mountain Province Board” and “The Arrangement – Reasons for the Mountain Province Board and Mountain Province Special Committee Recommendations”.

You are entitled to vote if you were a holder of Mountain Province Shares as of the close of business on March 5, 2018. Each Mountain Province Shareholder is entitled to one vote per Mountain Province Share held on all matters to come before the Mountain Province Meeting, including the Share Issuance Resolution. Holders of Mountain Province Options are not entitled to vote in respect of their Mountain Province Options on any matters at the Mountain Province Meeting.

If you are a holder of Mountain Province Shares, you are voting to approve the Share Issuance Resolution, the full text of which is set out in Schedule “B” – “Resolutions to be Approved at the Mountain Province Meeting” to this Circular. At the Mountain Province Meeting, Mountain Province Shareholders will be asked to consider and, if deemed advisable, pass an ordinary resolution approving the issuance of up to 54,673,383 Mountain Province Shares (subject to variation due to rounding of fractional interests in accordance with the terms of the Plan of Arrangement) pursuant to the Arrangement, composed of up to 54,673,383 Mountain Province Shares to be issued to Kennady Shareholders (other than Mountain Province and any Dissenting Shareholders) in exchange for their Kennady Shares. To be effective, the Share Issuance Resolution must be approved at the Mountain Province Meeting by (i) at least a majority of the votes cast on the Share Issuance Resolution by the Mountain Province Shareholders present in person or represented by proxy and entitled to vote at the Mountain Province Meeting (in accordance with the requirements of Section 611(c) of the TSX Company Manual), and (ii) at least a majority of the votes cast on the Share Issuance Resolution by the Minority Mountain Province Shareholders (i.e., excluding votes attached to Kennady Shares held by any other person described in items (a) through (d) of Section 8.1(2) of MI 61-101) present in person or represented by proxy and entitled to vote at the Mountain Province Meeting. If the Arrangement is not completed, the Mountain Province Shares referred to in the Share Issuance Resolution will not be issued even if the Share Issuance Resolution is approved at the Mountain Province Meeting.

What if amendments are made to these matters or if other business matters are brought before the Mountain Province Meeting?

If you attend the Mountain Province Meeting in person, you may vote on the business matters as you choose.

If you have completed and returned a proxy form, the persons named in the proxy form will have discretionary authority to vote on amendments or variations to the business matters identified in the Mountain Province Notice of Meeting, and on other matters that may properly come before the Mountain Province Meeting. As of the date of this Circular, management of Mountain Province is not aware of any amendments, variations or additional matters to come before the Mountain Province Meeting.

You are a Registered Mountain Province Shareholder if you hold any Mountain Province Shares in your own name, as recorded in the shareholder register of Mountain Province maintained by Computershare Investor Services Inc.

You can inspect a list of Registered Mountain Province Shareholders on request during usual business hours, at Mountain Province’s registered and head office located at 161 Bay Street, Suite 1410, P.O. Box 216, Toronto, Ontario, Canada, M5J 2S1. This list will also be available at the Mountain Province Meeting.

If you are a Registered Mountain Province Shareholder, you can vote your Mountain Province Shares by (i) voting in person at the Mountain Province Meeting; or (ii) signing and returning the enclosed Mountain Province Proxy (printed on WHITE PAPER) appointing the named persons or some other person you choose, who need not be a Mountain Province Shareholder, to represent you as proxyholder and vote your Mountain Province Shares at the Mountain Province Meeting.

Am I a Non-Registered Mountain Province Shareholder (also commonly referred to as a beneficial shareholder) and how do I vote?

You are a Non-Registered Mountain Province Shareholder if your Mountain Province Shares are held in an account in the name of a nominee (bank, trust company, securities broker or other nominee).

If you are a Non-Registered Mountain Province Shareholder, you will have received voting instructions from your nominee or intermediary. Typically, intermediaries will use a service company to forward such materials to Non- Registered Mountain Province Shareholders. The majority of intermediaries now delegate responsibility for obtaining

instructions from clients to Broadridge Financial Solutions Inc. (“Broadridge”). Mountain Province may utilize the Broadridge QuickVote™ service to assist Mountain Province Shareholders with voting their Mountain Province Shares. Certain Non-Registered Mountain Province Shareholders who have not objected to Mountain Province knowing who they are (non-objecting beneficial owners) may be contacted by Laurel Hill Advisory Group to conveniently obtain a vote directly over the telephone.

If I am a Non-Registered Mountain Province Shareholder, can I vote in person at the Mountain Province Meeting?

Yes. To vote in person at the Mountain Province Meeting, print your own name in the space provided on the proxy form or the voting instruction form sent to you by your nominee and return it by following the instructions included. In doing so you are instructing your nominee to appoint you as a proxyholder. Please register with Mountain Province’s transfer agent, Computershare Investor Services Inc., when you arrive at the Mountain Province Meeting. As we have no access to the names of the Non-Registered Mountain Province Shareholders, if you attend the meeting without following this procedure, we will have no record of your shareholdings or entitlement to vote.

Whether or not you plan to attend the Mountain Province Meeting, management of Mountain Province, with the support of the Mountain Province Board, requests that you fill out your form of proxy or proxies to ensure your votes are cast at the Mountain Province Meeting. This solicitation of your proxy or proxies (your vote) is made on behalf of management of Mountain Province.

Who votes my Mountain Province Shares and how will they be voted if I return a proxy form?

By properly completing and returning a proxy form, you are authorizing the persons named in that form to attend the Mountain Province Meeting and to vote your Mountain Province Shares. You can use the applicable enclosed Mountain Province Proxy, or any other proper proxy form, to appoint your proxyholder.

The Mountain Province Shares represented by your proxy must be voted as you instruct in the proxy form. If you properly complete and return your proxy but do not specify how you wish the votes cast, your proxyholder will vote your Mountain Province Shares as they see fit.

NOTE TO MOUNTAIN PROVINCE SHAREHOLDERS: Unless you provide contrary instructions, Mountain Province Shares represented by proxies that management receives will be voted FOR the Share Issuance Resolution.

Can I appoint someone other than those named in the enclosed proxy form to vote my Mountain Province Shares?

Yes. You have the right to appoint another person of your choice. They do not need to be a Mountain Province Shareholder to attend and act on your behalf at the Mountain Province Meeting. To appoint someone who is not named in the enclosed Mountain Province Proxy, strike out those printed names appearing on the proxy form and print in the space provided the name of the person you choose.

NOTE TO MOUNTAIN PROVINCE SHAREHOLDERS: It is important for you to ensure that any other person you appoint will attend the Mountain Province Meeting and know you have appointed them. On arriving at the Mountain Province Meeting, proxyholders must present themselves to a representative of Computershare Investor Services Inc.

Yes. If you are a Registered Mountain Province Shareholder and have returned a proxy form, you may revoke it by:

If you are a Non-Registered Mountain Province Shareholder and you wish to change your vote you must, in sufficient time in advance of the Mountain Province Meeting, arrange for your respective intermediary to change your vote and, if necessary, revoke your proxy in accordance with the revocation procedures set out above.

The Mountain Province Board has fixed March 5, 2018 as the Mountain Province Record Date for determining the Mountain Province Shareholders who are entitled to receive notice of and vote at the Mountain Province Meeting. Only Registered Mountain Province Shareholders whose names have been entered in the registers of Mountain Province as at the close of business (5:00 p.m. (Eastern Standard Time)) on the Mountain Province Record Date will be entitled to receive notice of and vote at the Mountain Province Meeting. No other Mountain Province Shareholders are entitled to vote at the Mountain Province Meeting.

As at March 5, 2018, the Mountain Province Record Date, 160,253,501 Mountain Province Shares were issued and outstanding. Each Mountain Province Share outstanding on the Mountain Province Record Date carries the right to one vote. As of March 5, 2018, 122,145,410 Mountain Province Shares were held by the Minority Mountain Province Shareholders.

Other than as disclosed in this Circular under the heading “General Proxy Information – Mountain Province Shareholders – Mountain Province Shareholders Entitled to Vote”, the directors and officers of Mountain Province know of no person who beneficially owns or exercises control or direction over Mountain Province Shares carrying 10% or more of the aggregate voting rights of Mountain Province Shares.

Yes. To ensure your vote is counted, you need to complete and submit the enclosed Mountain Province Proxy or, if applicable, provide your nominee (bank, trust company, securities broker or other nominee) with voting instructions. You are encouraged to vote well in advance of the proxy cut-off at 2:30 p.m. (Pacific Standard Time) on Thursday, April 5, 2018 (or at least 48 hours (excluding Saturdays, Sundays and holidays) prior to any reconvened Mountain Province Meeting in the event of an adjournment of the Mountain Province Meeting).

What approvals are required to be given by Kennady Shareholders at the Kennady Meeting?

Completion of the Arrangement is also conditional upon approval of the Arrangement Resolution, which must be approved, with or without variation, by the affirmative vote of: (i) at least 66 ⅔% of the votes cast on the Arrangement Resolution by the Kennady Shareholders present in person or represented by proxy and entitled to vote at the Kennady Meeting, and (ii) at least a majority of the votes cast on the Arrangement Resolution by Minority Kennady Shareholders (i.e., excluding votes attached to Kennady Shares held by any other person described in items (a) through (d) of Section 8.1(2) of MI 61-101) present in person or represented by proxy and entitled to vote at the Kennady Meeting. See “Securities Law Matters – Multilateral Instrument 61-101”.

The Kennady Meeting is scheduled to be held at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 1B4, at 1:00 p.m. (Pacific Standard Time) on Monday, April 9, 2018.

What will happen if the Arrangement Resolution is not approved by Kennady Shareholders or the Arrangement is not completed for any reason?

If the Arrangement Resolution is not approved or the Arrangement is not completed for any reason, the Arrangement Agreement may be terminated. In certain circumstances, Mountain Province will be required to pay to Kennady a termination payment in the amount of $6,000,000 in connection with such termination. See “The Arrangement Agreement —Termination Fee”.

No. Mountain Province Shareholders are not entitled to exercise dissent rights in respect of the Share Issuance Resolution.

At the Mountain Province Meeting, Mountain Province Shareholders will be asked to consider and, if deemed advisable, pass an ordinary resolution approving the issuance of up to 54,673,383 Mountain Province Shares (subject to variation due to rounding of fractional interests in accordance with the terms of the Plan of Arrangement) in connection with the Arrangement, composed of up to 54,673,383 Mountain Province Shares to be issued to Kennady Shareholders (other than Mountain Province and any Dissenting Shareholders) in exchange for their Kennady Shares pursuant to the Arrangement. To be effective, the Share Issuance Resolution must be passed, with or without variation, at the Mountain Province Meeting by (i) at least a majority of the votes cast on the Share Issuance Resolution by the Mountain Province Shareholders present in person or represented by proxy and entitled to vote at the Mountain Province Meeting (in accordance with the requirements of Section 611(c) of the TSX Company Manual), and (ii) at least a majority of the votes cast on the Share Issuance Resolution by the Minority Mountain Province Shareholders (i.e., excluding votes attached to Kennady Shares held by any other person described in items (a) through (d) of Section 8.1(2) of MI 61-101) present in person or represented by proxy and entitled to vote at the Mountain Province Meeting. If the Share Issuance Resolution does not receive the requisite approval, the Arrangement will not proceed.

The complete text of the Share Issuance Resolution to be presented to the Mountain Province Meeting is set out in Schedule “B” – “Resolutions to be Approved at the Mountain Province Meeting” to this Circular.

Management of Mountain Province and the Mountain Province Board recommend that Mountain Province Shareholders vote FOR the Share Issuance Resolution. In the absence of instructions to the contrary, the persons whose names appear in the Mountain Province Proxy accompanying this Circular intend to VOTE FOR the Share Issuance Resolution.

Important information relating to the Share Issuance Resolution, including the details relating to the Arrangement, are found in this Circular. Mountain Province Shareholders are urged to closely review the information in this Circular.

At the Mountain Province Meeting, Mountain Province Shareholders are entitled to vote on the Share Issuance Resolution, either present in person or represented by proxy. The Mountain Province Board has fixed March 5, 2018 as the Mountain Province Record Date for determining the Mountain Province Shareholders who are entitled to receive notice of and vote at the Mountain Province Meeting. Only Registered Mountain Province Shareholders whose names have been entered in the registers of Mountain Province as at the close of business (5:00 p.m. (Eastern Standard Time)) on the Mountain Province Record Date will be entitled to receive notice of and vote at the Mountain Province Meeting. No other Mountain Province Shareholders are entitled to vote at the Mountain Province Meeting.

As at March 5, 2018, the Mountain Province Record Date, 160,253,501 Mountain Province Shares were issued and outstanding. Each Mountain Province Share outstanding on the Mountain Province Record Date carries the right to one vote. As at March 5, 2018, 122,145,410 Mountain Province Shares were held by the Minority Mountain Province Shareholders.

To the knowledge of the directors and officers of Mountain Province, as of the Mountain Province Record Date, no person beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the Mountain Province Shares, other than as set out below:

Each Registered Mountain Province Shareholder has the right to appoint as proxyholder a person or company other than the persons designated by management of Mountain Province (the “Mountain Province Management Proxyholders”) in the enclosed Mountain Province Proxy and to attend and act on the Mountain Province Shareholder’s behalf at the Mountain Province Meeting or any adjournment or postponement thereof, by striking out the names of the Mountain Province Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed Mountain Province Proxy.

The following instructions are for Registered Mountain Province Shareholders only. If you are a Non-Registered Mountain Province Shareholder, please read the information under the heading “General Proxy Information – Voting by Non-Registered Mountain Province Shareholders” below and follow your nominee’s (bank, trust company, securities broker or other nominee) instructions on how to vote your Mountain Province Shares.

Registered Mountain Province Shareholders who attend the Mountain Province Meeting may vote in person. If you are a Registered Mountain Province Shareholder, to ensure your vote is counted, you should complete and return the enclosed Mountain Province Proxy as soon as possible even if you plan to attend the Mountain Province Meeting in person. Even if you return a proxy, you can still attend the Mountain Province Meeting and vote in person, in which case you will need to instruct the scrutineer at the Mountain Province Meeting to cancel your proxy.

If you are a Registered Mountain Province Shareholder but do not plan to attend the Mountain Province Meeting, you may vote by using a proxy to appoint someone to attend the Mountain Province Meeting as your proxyholder. Registered Mountain Province Shareholders should carefully read and consider the information contained in this Circular. Registered Mountain Province Shareholders should then complete, sign and date the enclosed Mountain Province Proxy (on WHITE PAPER) and return the form in the enclosed return envelope as indicated in the Mountain Province Proxy as soon as possible so that your Mountain Province Shares may be represented at the Mountain Province Meeting. Alternatively, Registered Mountain Province Shareholders may vote by telephone or online at: www.investorvote.com using the control number found on the Mountain Province Proxy.

A proxy is a document that authorizes another person to attend the Mountain Province Meeting and cast votes at the Mountain Province Meeting on behalf of a Registered Mountain Province Shareholder. If you are a Registered Mountain Province Shareholder, you can use the Mountain Province Proxy accompanying this Circular. You may also use any other legal form of proxy.

If you are a Registered Mountain Province Shareholder, you can either return a duly completed and executed Mountain Province Proxy to the Mountain Province Transfer Agent not later than 2:30 p.m. (Pacific Standard Time) on Thursday, April 5, 2018, or not later than 48 hours (other than a Saturday, Sunday or holiday) immediately preceding the time of the Mountain Province Meeting (as it may be adjourned or postponed from time to time). Alternatively, Registered Mountain Province Shareholders may vote over the telephone at: 1-866-732-8683; or online at: www.investorvote.com. The deadline for the deposit of proxies may be waived or extended by the Chair of the Mountain Province Meeting at their discretion, without notice.

Where a choice is specified on the Mountain Province Proxy on how you wish to vote on a particular issue (by checking FOR, or AGAINST, as applicable), your proxyholder must vote your Mountain Province Shares as instructed.

If you do NOT mark on the Mountain Province Proxy how you want to vote on a particular matter, your proxyholder will have the discretion to vote your Mountain Province Shares as he or she sees fit. If your proxy does not specify how to vote on the Share Issuance Resolution and you have authorized the persons named in the accompanying Mountain Province Proxy (who are officers and/or directors of Mountain Province) to act as your proxyholder, your Mountain Province Shares will be voted at the Mountain Province Meeting FOR the Share Issuance Resolution.

If any amendments are proposed to the Share Issuance Resolution, or if any other matters properly arise at the Mountain Province Meeting in relation to the Share Issuance Resolution, your proxyholder will have the discretion to vote your Mountain Province Shares as he or she sees fit.

To ensure the Share Issuance Resolution is passed, you should complete and submit the applicable enclosed Mountain Province Proxy or, if applicable, provide your nominee (bank, trust company, securities broker or other nominee) with voting instructions. See “General Proxy Information – Voting by Registered Mountain Province Shareholders – Voting by Proxy”.

Any Registered Mountain Province Shareholder who has returned a Mountain Province Proxy may revoke it by:

You are a Non-Registered Mountain Province Shareholder (as opposed to a Registered Mountain Province Shareholder) if your Mountain Province Shares are held on your behalf, or for your account, by a nominee (bank, trust company, securities broker or other nominee). In accordance with Securities Laws, Mountain Province has distributed copies of the Mountain Province Notice of Meeting and this Circular to the clearing agencies and intermediaries for onward distribution to Non-Registered Mountain Province Shareholders. Intermediaries are required to forward the Mountain Province Notice of Meeting and this Circular to Non-Registered Mountain Province Shareholders unless a Non-Registered Mountain Province Shareholder has waived the right to receive them. Typically, intermediaries will use a service company to forward such materials to Non-Registered Mountain Province Shareholders. The majority of intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge.

Non-Registered Mountain Province Shareholders will receive from an intermediary either voting instruction forms or, less frequently, forms of proxy. The purpose of these forms is to permit Non-Registered Mountain Province Shareholders to direct the voting of the Mountain Province Shares they beneficially own. Non-Registered Mountain Province Shareholders should follow the procedures set out below, depending on which type of form they receive. Mountain Province will reimburse intermediaries for permitted reasonable out-of-pocket costs and expenses incurred by them in mailing proxy materials to Non-Registered Mountain Province Shareholders of Mountain Province. Mountain Province has elected to pay for the delivery of Mountain Province Meeting materials to “objecting beneficial owners” of Mountain Province Shares.

In most cases, a Non-Registered Mountain Province Shareholder will receive, as part of the materials for the Mountain Province Meeting, a voting instruction form. If the Non-Registered Mountain Province Shareholder does not wish to attend and vote at the Mountain Province Meeting in person (or have another person attend and vote on the Non- Registered Mountain Province Shareholder’s behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form. If a Non-Registered Mountain Province Shareholder wishes to attend and vote at the Mountain Province Meeting in person (or have another person attend and vote on the Non- Registered Mountain Province Shareholder’s behalf), the Non-Registered Mountain Province Shareholder must complete, sign and return the voting instruction form in accordance with the directions provided.

Mountain Province may utilize the Broadridge QuickVote™ service to assist Non-Registered Mountain Province Shareholders with voting their Mountain Province Shares. Certain Non-Registered Mountain Province Shareholders who have not objected to Mountain Province knowing who they are (non-objecting beneficial owners) may be contacted by Laurel Hill Advisory Group to conveniently obtain a vote directly over the telephone.

Less frequently, a Non-Registered Mountain Province Shareholder will receive, as part of the materials for the Mountain Province Meeting, forms of proxy that have already been signed by the intermediary (typically by facsimile

transmission, stamped signature) which is restricted as to the number of Mountain Province Shares beneficially owned by the Non-Registered Mountain Province Shareholder but which is otherwise uncompleted. If the Non-Registered Mountain Province Shareholder does not wish to attend and vote at the Mountain Province Meeting in person (or have another person attend and vote on the Non-Registered Mountain Province Shareholder’s behalf), the Non-Registered Mountain Province Shareholder must complete a form of proxy and deliver it to the Mountain Province Transfer Agent, Computershare Investor Services Inc., not later than 2:30 p.m. (Pacific Standard Time) on Thursday, April 5, 2018, or not later than 48 hours (other than a Saturday, Sunday or holiday) immediately preceding the date of the Mountain Province Meeting (as it may be adjourned or postponed from time to time). The time limit for the deposit of proxies may be waived or extended by the Chair of the Mountain Province Meeting at their discretion, without notice.

Only Registered Mountain Province Shareholders or the persons they appoint as their proxies are permitted to vote at the Mountain Province Meeting. If a Non-Registered Mountain Province Shareholder wishes to attend and vote at the Mountain Province Meeting in person (or have another person attend and vote on the Non-Registered Mountain Province Shareholder’s behalf), the Non-Registered Mountain Province Shareholder must strike out the names of the persons named in the form of proxy and insert the Non-Registered Mountain Province Shareholder’s (or such other person’s) name in the blank space provided and return the form of proxy in accordance with the instructions provided by the intermediary.

Non-Registered Mountain Province Shareholders should follow the instructions on the forms they receive and contact their intermediaries or Laurel Hill Advisory Group, the Proxy Solicitation Agent, by telephone at: 1- 877-452-7184 (North American Toll Free) or 416-304-0211 (Collect Outside North America); or by email at: assistance@laurelhill.com.

It is expected that the solicitation of proxies will be made primarily by mail, but proxies may also be solicited personally or by telephone, email, internet, or other electronic or other means of communication by directors, officers, employees, agents or other representatives of Mountain Province. Mountain Province and Kennady have retained Laurel Hill Advisory Group, the Proxy Solicitation Agent, to assist in the solicitation of proxies and may also retain other persons as it deems necessary to aid in the solicitation of proxies with respect to the Mountain Province Meeting and the Kennady Meeting. Costs related to the Proxy Solicitation Agent and the printing and mailing of this Circular in connection with the Mountain Province Meeting and Kennady Meeting, which are expected to be nominal, will be borne by each of Mountain Province and Kennady in connection with their respective shareholders. Mountain Province and the Proxy Solicitation Agent have entered into an engagement agreement with customary terms and conditions, which provides that the Proxy Solicitation Agent will be paid a fee of approximately $30,000 plus out-of- pocket expenses for each of the Mountain Province Meeting and the Kennady Meeting.

Mountain Province Shareholders who would like additional copies, without charge, of this Circular or have additional questions about the Arrangement, including the procedures for voting Mountain Province Shares, should contact their nominee (bank, trust company, securities broker or other nominee) or Laurel Hill Advisory Group as indicated below. In addition, Laurel Hill Advisory Group is available to answer any questions you might have in respect of the information contained in this Circular.

Interested Mountain Province Shareholders may contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at: 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Collect Outside North America); or by email at: assistance@laurelhill.com.

Pursuant to Section 611(c) of the TSX Company Manual, Mountain Province is required to obtain the approval of the Mountain Province Shareholders in respect of the Mountain Province Shares issuable under the Arrangement, as the number of Mountain Province Shares issued or issuable in payment of the purchase price under the Arrangement exceeds 25% of the Mountain Province Shares outstanding on a non-diluted basis. In accordance with Section 611(c) of the TSX Company Manual, Mountain Province is therefore seeking the approval of the Share Issuance Resolution for the issuance of up to 54,673,383 Mountain Province Shares issuable under the Arrangement.

The following is a summary of certain information contained in or incorporated by reference into this Circular, together with some of the questions that you, as a Kennady Shareholder, may have and answers to those questions. You are urged to read the remainder of this Circular, the enclosed Kennady Proxy and the Letter of Transmittal carefully, because the information contained below is of a summary nature, and is qualified in its entirety by the more detailed information contained elsewhere in or incorporated by reference into this Circular, the Kennady Proxy and the Letter of Transmittal and the attached schedules to this Circular, all of which are important and should be reviewed carefully. Capitalized terms in this summary have the meanings set out Schedule “A” – “Glossary of Terms”.

Yes. The Kennady Board, on the recommendation of the Kennady Special Committee and based upon its own investigations, has unanimously determined (i) that the Arrangement is in the best interests of Kennady (ii) that Kennady should enter into the Arrangement Agreement, and (iii) to recommend that the Kennady Shareholders vote FOR the Arrangement Resolution.

In making its recommendation, the Kennady Board considered a number of factors as described in this Circular under the heading “The Arrangement – Reasons for the Kennady Board and Kennady Special Committee Recommendations”, including the recommendation of the Kennady Special Committee after having received an oral fairness opinion from Haywood Securities Inc. (subsequently confirmed in writing), which determined that, subject to the assumptions, limitations and qualifications contained therein, the Arrangement Consideration to be received by Kennady Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Kennady Shareholders. See “The Arrangement – Background to the Arrangement” and “The Arrangement – Reasons for the Mountain Province Board and Kennady Board Recommendations”.

If the Arrangement is completed, Kennady Shareholders (other than Mountain Province and any Dissenting Shareholders) immediately prior to the Effective Time will receive 0.975 of a Mountain Province Share in exchange for each Kennady Share held. Where the aggregate number of Mountain Province Shares to which a Kennady Shareholder is otherwise entitled under the Arrangement includes a fractional share, the number of Mountain Province Shares to be received by such Kennady Shareholder will be rounded up or down to the nearest whole number of Mountain Province Shares.

You are entitled to vote if you were a holder of Kennady Shares as of the close of business on March 5, 2018. Each Kennady Shareholder is entitled to one vote per Kennady Share held on all matters to come before the Kennady Meeting, including the Arrangement Resolution. Holders of Kennady Options are not entitled to vote in respect of their Kennady Options on any matters at the Kennady Meeting.

If you are a holder of Kennady Shares, you are voting to approve the Arrangement Resolution, the full text of which is set out in Schedule “C” – “Resolutions to be Approved at the Kennady Meeting” to this Circular, providing for the proposed Arrangement involving Kennady and Mountain Province pursuant to Section 182 of the OBCA. Under the proposed Arrangement, Mountain Province will acquire all of the outstanding Kennady Shares.

What if amendments are made to these matters or if other business matters are brought before the Kennady Meeting?

If you attend the Kennady Meeting in person, you may vote on the business matters as you choose.

If you have completed and returned a proxy form, the persons named in the proxy form will have discretionary authority to vote on amendments or variations to the business matters identified in the Kennady Notice of Meeting, and on other matters that may properly come before the Kennady Meeting. As of the date of the Circular, management of Kennady is not aware of any amendments, variations or additional matters to come before the Kennady Meeting.

You are a Registered Kennady Shareholder if you hold any Kennady Shares in your own name, as recorded in the shareholder register of Kennady maintained by Computershare Investor Services Inc.

You can inspect a list of Registered Kennady Shareholders on request during usual business hours, at 161 Bay Street, Suite 1410, P.O. Box 216, Toronto, Ontario, M5J 2S1. This list will also be available at the Kennady Meeting.

If you are a Registered Kennady Shareholder, you can vote your Kennady Shares: (1) by voting in person at the Kennady Meeting; or by signing and returning the enclosed Kennady Proxy (printed on BLUE PAPER) appointing the named persons or some other person you choose, who need not be a Kennady Shareholder, to represent you as proxyholder and vote your Kennady Shares at the Kennady Meeting.

Am I a Non-Registered Kennady Shareholder (also commonly referred to as a beneficial shareholder) and how do I vote?

You are a Non-Registered Kennady Shareholder if your Kennady Shares are held in an account in the name of a nominee (bank, trust company, securities broker or other nominee).

If you are a Non-Registered Kennady Shareholder, you will have received voting instructions from your nominee or intermediary. Typically, intermediaries will use a service company to forward such materials to Non-Registered Kennady Shareholders. The majority of intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Kennady may utilize the Broadridge QuickVote™ service to assist Non-Registered Kennady Shareholders with voting their Kennady Shares. Certain Non-Registered Kennady Shareholders who have not objected to Kennady knowing who they are (non-objecting beneficial owners) may be contacted by Laurel Hill Advisory Group to conveniently obtain a vote directly over the telephone.

If I am a Non-Registered Kennady Shareholder, can I vote in person at the Kennady Meeting?

Yes. To vote in person at the Kennady Meeting, print your own name in the space provided on the proxy form or the voting instruction form sent to you by your nominee and return it by following the instructions included. In doing so

you are instructing your nominee to appoint you as a proxyholder. Please register with Kennady’s transfer agent, Computershare Investor Services Inc., when you arrive at the Kennady Meeting as we have no access to the names of Non-Registered Kennady Shareholders. If you attend the Kennady Meeting without following this procedure, we will have no record of your shareholdings or entitlement to vote.

Whether or not you plan to attend the Kennady Meeting, management of Kennady, with the support of the Kennady Board, requests that you fill out your form of proxy or proxies to ensure your votes are cast at the Kennady Meeting. This solicitation of your proxy or proxies (your vote) is made on behalf of management of Kennady.

Who votes my Kennady Shares and how will they be voted if I return a proxy form?

By properly completing and returning a proxy form, you are authorizing the persons named in that form to attend the Kennady Meeting and to vote your Kennady Shares. You can use the applicable enclosed Kennady Proxy, or any other proper proxy form, to appoint your proxyholder.

The Kennady Shares represented by your proxy must be voted as you instruct in the proxy form. If you properly complete and return your proxy but do not specify how you wish the votes cast, your proxyholder will vote your Kennady Shares as they see fit.

NOTE TO KENNADY SHAREHOLDERS: Unless you provide contrary instructions, Kennady Shares represented by proxies that management receives will be voted FOR the Arrangement Resolution.

Can I appoint someone other than those named in the enclosed proxy forms to vote my Kennady Shares?

Yes. You have the right to appoint another person of your choice. They do not need to be a Kennady Shareholder to attend and act on your behalf at the Kennady Meeting. To appoint someone who is not named in the enclosed Kennady Proxy, strike out those printed names appearing on the proxy form and print in the space provided the name of the person you choose.

NOTE TO KENNADY SHAREHOLDERS: It is important for you to ensure that any other person you appoint will attend the Kennady Meeting and know you have appointed them. On arriving at the Kennady Meeting, proxyholders must present themselves to a representative of Computershare Investor Services Inc.

Yes. If you are a Registered Kennady Shareholder and have returned a proxy form, you may revoke it by:

If you are a Non-Registered Kennady Shareholder and you wish to change your vote you must, in sufficient time in advance of the Kennady Meeting, arrange for your respective intermediary to change your vote and, if necessary, revoke your proxy in accordance with the revocation procedures set out above.

The Kennady Board has fixed March 5, 2018 as the Kennady Record Date for determining the Kennady Shareholders who are entitled to receive notice of and vote at the Kennady Meeting. Only Registered Kennady Shareholders whose names have been entered in the registers of Kennady as at the close of business (5:00 p.m. (Eastern Standard Time)) on the Kennady Record Date will be entitled to receive notice of and vote at the Kennady Meeting. No other Kennady Shareholders are entitled to vote at the Kennady Meeting.

As at March 5, 2018, the Kennady Record Date, 52,912,599 Kennady Shares were issued and outstanding. Each Kennady Share outstanding on the Kennady Record Date carries the right to one vote. As at March 5, 2018, 35,827,607 Kennady Shares were held by the Minority Kennady Shareholders.

Other than as disclosed in this Circular under the heading “General Proxy Information – Kennady Shareholders – Kennady Shareholders Entitled to Vote”, the directors and officers of Kennady know of no person who beneficially owns or exercises control or direction over Kennady Shares carrying 10% or more of the aggregate voting rights of Kennady Shares.

You should carefully read and consider the information contained in this Circular. Registered Kennady Shareholders should then vote by completing the enclosed Kennady Proxy or, alternatively, by telephone, or over the internet, in each case in accordance with the enclosed instructions. A proxy will not be valid for use at the Kennady Meeting unless the completed form of proxy is received by Computershare Investor Services Inc., by 1:00 p.m. (Pacific Standard Time) on Thursday, April 5, 2018 (or, if the Kennady Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to any reconvened Kennady Meeting in the event of an adjournment of the Kennady Meeting). Kennady reserves the right to accept late proxies and to waive the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy. See “General Proxy Information – Kennady Shareholders”.

If you hold your Kennady Shares through a nominee (bank, trust company, securities broker or other nominee), please follow the instructions including any deadlines and where the voting instructions forms should be submitted, provided by such nominee to ensure that your vote is counted at the Kennady Meeting. See “General Proxy Information – Kennady Shareholders – Voting by Non-Registered Kennady Shareholders”.

Yes. Although you are not required to send your Kennady Share certificate(s) to validly cast your vote in respect of the Arrangement Resolution, it is recommended that all Registered Kennady Shareholders complete, sign and return the Letter of Transmittal, along with the accompanying Kennady Share certificate(s), if applicable, to the Depositary as soon as possible.

Kennady Shareholders whose Kennady Shares are registered in the name of a nominee (bank, trust company, securities broker or other nominee) should contact that nominee for assistance in depositing their Kennady Shares and should follow the instructions of such nominee in order to deposit their Kennady Shares.

Yes. To ensure your vote is counted, you need to complete and submit the enclosed Kennady Proxy or, if applicable, provide your nominee (bank, trust company, securities broker, investment dealer or other nominee) with voting instructions. You are encouraged to vote well in advance of the proxy cut-off at 1:00 p.m. (Pacific Standard Time) on Thursday, April 5, 2018 (or at least 48 hours (excluding Saturdays, Sundays and holidays) prior to any reconvened Kennady Meeting in the event of an adjournment of the Kennady Meeting).

What approvals are required to be given by Kennady Shareholders at the Kennady Meeting?

Completion of the Arrangement is conditional upon approval of the Arrangement Resolution, which must be approved, with or without variation, by the affirmative vote of: (i) at least 66 ⅔% of the votes cast on the Arrangement Resolution by the Kennady Shareholders present in person or represented by proxy and entitled to vote at the Kennady Meeting, and (ii) at least a majority of the votes cast on the Arrangement Resolution by Minority Kennady Shareholders (i.e., excluding votes attached to Kennady Shares held by any other person described in items (a) through (d) of Section 8.1(2) of MI 61-101) present in person or represented by proxy and entitled to vote at the Kennady Meeting. See “Securities Law Matters – Multilateral Instrument 61-101”.

Completion of the Arrangement is also conditional on the Share Issuance Resolution being approved at the Mountain Province Meeting

The Arrangement must also be approved by the Court. The Court will be asked to make an order approving the Arrangement and to determine that the Arrangement is fair to the Kennady Shareholders. Kennady will apply to the Court for this order provided the Share Issuance Resolution is approved at the Mountain Province Meeting and the Kennady Shareholders approve the Arrangement Resolution at the Kennady Meeting. See “The Arrangement — Securityholder and Court Approvals”.

If the Arrangement is completed, Mountain Province will acquire all of the Kennady Shares and Kennady will become a wholly-owned subsidiary of Mountain Province. It is anticipated that Mountain Province will apply to the applicable Canadian securities regulators to have Kennady cease to be a reporting issuer and have the Kennady Shares delisted from the TSXV immediately following completion of the Arrangement.

What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

If the Arrangement Resolution is not approved or the Arrangement is not completed for any reason, the Arrangement Agreement may be terminated. In certain circumstances, Kennady will be required to pay to Mountain Province a termination payment of $6,000,000 in connection with such termination. See “The Arrangement Agreement — Termination” and “The Arrangement Agreement –Termination Fee”.

Subject to obtaining the requisite approvals of the Mountain Province Shareholders, the Kennady Shareholders, the Court, the TSX, the Nasdaq, the TSXV and the regulatory authorities described above, it is anticipated that the Arrangement will be completed as soon as practicable following receipt of the Final Order, which is expected to be obtained on or about April 11, 2018, and following the satisfaction or waiver of all other conditions precedent to the Arrangement.

Only Registered Kennady Shareholders have Dissent Rights in respect of the Arrangement. Registered Kennady Shareholders who wish to exercise their Dissent Rights must:

The Kennady Meeting will be held at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 1B4, at 1:00 p.m. (Pacific Standard Time) on Monday, April 9, 2018.

Management of Kennady and the Kennady Board recommend that Kennady Shareholders vote FOR the Arrangement Resolution. In the absence of instructions to the contrary, the persons whose names appear in the Kennady Proxy sent to Kennady Shareholders accompanying this Circular intend to VOTE FOR the Arrangement Resolution.

Important information relating to the Arrangement Resolution, including the details relating to the Arrangement are found in this Circular. Kennady Shareholders are urged to closely review the information in this Circular.

At the Kennady Meeting, Kennady Shareholders are entitled to vote on the Arrangement Resolution either in present person or represented by proxy. The Kennady Board has fixed March 5, 2018 as the Kennady Record Date for determining the Kennady Shareholders who are entitled to receive notice of and vote at the Kennady Meeting. Only Registered Kennady Shareholders whose names have been entered in the registers of Kennady as at the close of business (5:00 p.m. (Eastern Standard Time)) on the Kennady Record Date will be entitled to receive notice of and vote at the Kennady Meeting. No other Kennady securityholders are entitled to vote at the Kennady Meeting.

To the knowledge of the directors and officers of Kennady, as of the Kennady Record Date, no person beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the Kennady Shares, other than as set out below:

Each Registered Kennady Shareholder has the right to appoint as proxyholder a person or company other than the persons designated by management of Kennady (the “Kennady Management Proxyholders”) in the enclosed Kennady Proxy and to attend and act on the Kennady Shareholder’s behalf at the Kennady Meeting or any adjournment or postponement thereof, by striking out the names of the Kennady Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed Kennady Proxy.

The following instructions are for Registered Kennady Shareholders only. If you are a Non-Registered Kennady Shareholder, please read the information under the heading “General Proxy Information – Voting by Non-Registered Kennady Shareholders” below and follow your nominee’s (bank, trust company, securities broker or other nominee) instructions on how to vote your Kennady Shares.

Registered Kennady Shareholders who attend the Kennady Meeting may vote in person. If you are a Registered Kennady Shareholder, to ensure your vote is counted, you should complete and return the enclosed Kennady Proxy as soon as possible even if you plan to attend the Kennady Meeting in person. Even if you return a proxy, you can still attend the Kennady Meeting and vote in person, in which case you will need to instruct the scrutineer at the Kennady Meeting to cancel your proxy.

If you are a Registered Kennady Shareholder but do not plan to attend the Kennady Meeting, you may vote by using a proxy to appoint someone to attend the Kennady Meeting as your proxyholder. The person you appoint does not need to be a Kennady Shareholder to attend and act on your behalf at the Kennady Meeting. Registered Kennady Shareholders should carefully read and consider the information contained in this Circular. Registered Kennady Shareholders should then complete, sign, date and return the enclosed Kennady Proxy (on BLUE PAPER) in the enclosed return envelope as indicated in the Kennady Proxy as soon as possible so that your Kennady Shares may be represented at the Kennady Meeting. Alternatively, Registered Kennady Shareholders may vote over the telephone at: 1-866-732-8683 (North American Toll Free); or online at: www.investorvote.com using the control number found on the Kennady Proxy.

A proxy is a document that authorizes another person to attend the Kennady Meeting and cast votes at the Kennady Meeting on behalf of a Registered Kennady Shareholder. If you are a Registered Kennady Shareholder, you can use the Kennady Proxy accompanying this Circular. You may also use any other legal form of proxy.

If you are a Registered Kennady Shareholder, you can either return a duly completed and executed Kennady Proxy to the Kennady Transfer Agent not later than 1:00 p.m. (Pacific Standard Time) on Thursday, April 5, 2018, or not later than 48 hours (other than a Saturday, Sunday or holiday) immediately preceding the time of the Kennady Meeting (as it may be adjourned or postponed from time to time). Alternatively, Registered Kennady Shareholders may submit their Kennady Proxy by mail to: Computershare Investor Services Inc., Toronto Office, Proxy Department, at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1; by telephone: 1-866-732-8683; or online: www.investorvote.com. The deadline for the deposit of proxies may be waived or extended by the Chair of the Kennady Meeting at his discretion, without notice.

Where a choice is specified on the Kennady Proxy on how you wish to vote on the Arrangement Resolution, your proxyholder must vote your Kennady Shares as instructed.

If you do NOT mark on the Kennady Proxy how you want to vote on a particular matter, your proxyholder will have the discretion to vote your Kennady Shares as he or she sees fit. If your proxy does not specify how to vote on the Arrangement Resolution and you have authorized the persons named in the accompanying Kennady Proxy (who are officers and/or directors of Kennady) to act as your proxyholder, your Kennady Shares will be voted at the Kennady Meeting FOR the approval of such matters.

If any amendments are proposed to the Arrangement Resolution, or if any other matters properly arise at the Kennady Meeting, your proxyholder will have the discretion to vote your Kennady Shares as he or she sees fit.

To ensure the Arrangement Resolution is passed, you should complete and submit the applicable enclosed Kennady Proxy or, if applicable, provide your nominee (bank, trust company, securities broker or other nominee) with voting instructions. See “General Proxy Information – Voting by Registered Kennady Shareholders – Voting by Proxy”.

Any Registered Kennady Shareholder who has returned a Kennady Proxy may revoke it by:

You are a Non-Registered Kennady Shareholder (as opposed to a Registered Kennady Shareholder) if your Kennady Shares are held on your behalf, or for your account, by a nominee (bank, trust company, securities broker or other nominee). In accordance with Securities Laws, Kennady has distributed copies of the Kennady Notice of Meeting and this Circular to the clearing agencies and intermediaries for onward distribution to Non-Registered Kennady Shareholders. Intermediaries are required to forward the Kennady Notice of Meeting and this Circular to Non- Registered Kennady Shareholders unless a Non-Registered Kennady Shareholder has waived the right to receive them. Typically, intermediaries will use a service company to forward such materials to Non-Registered Kennady Shareholders. The majority of intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge.

Non-Registered Kennady Shareholders will receive from an intermediary either voting instruction forms or, less frequently, forms of proxy. The purpose of these forms is to permit Non-Registered Kennady Shareholders to direct

the voting of the Kennady Shares they beneficially own. Non-Registered Kennady Shareholders should follow the procedures set out below, depending on which type of form they receive. Kennady will send directly to “non-objecting beneficial owners” of Kennady Shares the Kennady Meeting materials. Kennady has elected to pay for the delivery of Kennady Meeting materials to “objecting beneficial owners” of Kennady Shares.

In most cases, a Non-Registered Kennady Shareholder will receive, as part of the materials for the Kennady Meeting, a voting instruction form. If the Non-Registered Kennady Shareholder does not wish to attend and vote at the Kennady Meeting in person (or have another person attend and vote on the Non-Registered Kennady Shareholder’s behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form. If a Non-Registered Kennady Shareholder wishes to attend and vote at the Kennady Meeting in person (or have another person attend and vote on the Non-Registered Kennady Shareholder’s behalf), the Non-Registered Kennady Shareholder must complete, sign and return the voting instruction form in accordance with the directions provided.

Kennady may utilize the Broadridge QuickVote™ service to assist Non-Registered Kennady Shareholders with voting their Kennady Shares. Certain Non-Registered Kennady Shareholders who have not objected to Kennady knowing who they are (non-objecting beneficial owners) may be contacted by Laurel Hill Advisory Group to conveniently obtain a vote directly over the telephone.

Less frequently, a Non-Registered Kennady Shareholder will receive, as part of the materials for the Kennady Meeting, forms of proxy that have already been signed by the intermediary (typically by a facsimile transmission, stamped signature) which is restricted as to the number of Kennady Shares beneficially owned by the Non-Registered Kennady Shareholder but which is otherwise uncompleted. If the Non-Registered Kennady Shareholder does not wish to attend and vote at the Kennady Meeting in person (or have another person attend and vote on the Non-Registered Kennady Shareholder’s behalf), the Non-Registered Kennady Shareholder must complete a form of proxy and deliver it to the Kennady Transfer Agent, Computershare Investor Services Inc., not later than 1:00 p.m. (Pacific Standard Time) on Thursday, April 5, 2018, or not later than 48 hours (other than a Saturday, Sunday or holiday) immediately preceding the date of the Kennady Meeting (as it may be adjourned or postponed from time to time). The time limit for the deposit of proxies may be waived or extended by the Chair of the Kennady Meeting at his discretion, without notice.

Only Registered Kennady Shareholders or the persons they appoint as their proxies are permitted to vote at the Kennady Meeting. If a Non-Registered Kennady Shareholder wishes to attend and vote at the Kennady Meeting in person (or have another person attend and vote on the Non-Registered Kennady Shareholder’s behalf), the Non- Registered Kennady Shareholder must strike out the names of the persons named in the form of proxy and insert the Non-Registered Kennady Shareholder’s (or such other person’s) name in the blank space provided and return the form of proxy in accordance with the instructions provided by the intermediary.

Non-Registered Kennady Shareholders should follow the instructions on the forms they receive and contact their intermediaries or Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at: 1-877-452- 7184 (North American Toll Free) or 416-304-0211 (Collect Outside North America); or by email at: assistance@laurelhill.com.

as it deems necessary to aid in the solicitation of proxies with respect to the Kennady Meeting and the Mountain Province Meeting. Costs related to the Proxy Solicitation Agent and the printing and mailing of this Circular in connection with the Kennady Meeting and Mountain Province Meeting, which are expected to be nominal, will be borne by each of Kennady and Mountain Province in connection with their respective shareholders.

Kennady Shareholders who would like additional copies, without charge, of this Circular or have additional questions about the Arrangement, including the procedures for voting Kennady Shares, should contact their nominee (bank, trust company, securities broker or other nominee) or Laurel Hill Advisory Group as indicated below. In addition, Laurel Hill Advisory Group is available to answer any questions you might have in respect of the information contained in this Circular.

Interested Kennady Shareholders may contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at: 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Collect Outside North America); or by email at: assistance@laurelhill.com.

The terms of the Arrangement and the provisions of the Arrangement Agreement are the result of arm’s length negotiations conducted between representatives of the Kennady Special Committee and the Mountain Province Special Committee and their respective advisors. The following is a summary of the principal meetings, discussions and activities that preceded the execution of the Arrangement Agreement, and the subsequent public announcement of the Arrangement.

In December 2016, the Mountain Province Board initiated a process to investigate the potential for a transaction involving the acquisition of the shares or assets of Kennady in order to evaluate the possibility of securing potential expansion ground for the GK Diamond Mine. To this end, the Mountain Province Special Committee was established consisting of Mr. Bruce Dresner (Chair), Mr. Peeyush Varshney and Mr. Carl Verley, each of whom was and is free from any interest and any business or other relationship with Kennady or Mountain Province that could, or could reasonably be perceived to, materially interfere with his ability to act with a view to the best interests of Mountain Province. The Mountain Province Special Committee was given a broad mandate to investigate and negotiate a potential transaction to acquire Kennady, with authority to retain financial and legal advisors.

In March 2017, the Mountain Province Special Committee engaged Miller Thomson LLP to act as its legal counsel in connection with a possible transaction to acquire the shares of Kennady. Miller Thomson LLP provided advice to the members of the Mountain Province Special Committee with respect to their fiduciary duties, related party transactions analysis under MI 61-101, and the process to be followed by the Mountain Province Special Committee in connection with a proposed transaction. In evaluating the potential for a transaction, the Mountain Province Special Committee considered, among other things, the prevailing market and diamond industry circumstances, the interests of the Mountain Province Shareholders and Mountain Province’s obligations to a group of secured lenders and sought input from management of Mountain Province.

The Mountain Province Special Committee communicated its interest in exploring a transaction with Kennady in early March 2017, at which time the Kennady Board determined that it would be appropriate for the directors of Kennady, excluding interested directors, to consider potential transactions involving the sale of all or substantially all of the shares or assets of Kennady. Accordingly, the Kennady Special Committee was established consisting of Ms. Claudia Tornquist (Chair), Mr. Robert Parsons and Dr. Tom McCandless, each of whom was and is free from any interest and any business or other relationship with Kennady or Mountain Province that could, or could reasonably be perceived to, materially interfere with his or her ability to act with a view to the best interests of Kennady. In connection with its mandate, the Kennady Special Committee engaged Fasken Martineau DuMoulin LLP to act as legal counsel to the Kennady Special Committee and Minvisory Corp. to act as financial advisor in connection with a possible transaction involving Kennady. Fasken Martineau DuMoulin LLP provided advice to the members of the Kennady Special Committee with respect to their fiduciary duties, related party transactions analysis under MI 61-101 and the process to be followed by the Kennady Special Committee in connection with a proposed transaction.

Throughout March 2017, discussions occurred between representatives of Kennady and Mountain Province regarding the possibility of a transaction and related terms. On March 22, 2017, Mountain Province presented Kennady with a letter of intent setting out the terms of a proposed share exchange transaction. The Kennady Special Committee reviewed the terms of the letter of intent and following discussions with its legal and financial advisors, Kennady advised Mountain Province that the Kennady Special Committee would not support a transaction on the terms set out in Mountain Province’s letter of intent. The Kennady Special Committee suggested that representatives of each of Kennady and Mountain Province meet in person to discuss what might be an acceptable exchange ratio and other terms for a potential transaction. Representatives of Kennady and Mountain Province then met to discuss the possibility of a transaction between Kennady and Mountain Province.

In late March 2017, the Mountain Province Special Committee reflected on the information received from the meeting with representatives of Kennady, as well as other factors affecting Mountain Province, and concluded that under the circumstances, including a decline in the market price for the Mountain Province Shares relative the market price of

Kennady Shares, it was not the time for the Mountain Province Special Committee to make a revised proposal to the Kennady Special Committee.

The Mountain Province Special Committee instructed legal counsel to prepare a draft mutual confidentiality agreement to facilitate the due diligence process, in the event that the Mountain Province Special Committee should determine that the circumstances changed sufficiently to re-engage in discussions regarding a potential transaction. The draft mutual confidentiality agreement was sent to Kennady but was not signed.

Throughout April and May 2017, discussions continued and the Kennady Special Committee met frequently to receive updates from management until the end of May 2017, when Kennady and Mountain Province determined that, because of market and industry conditions, it was impractical to continue discussions regarding a transaction. Discussions regarding a possible transaction were halted.

In early November 2017, representatives of Kennady and Mountain Province re-engaged in discussions regarding a possible transaction to combine the two companies.

In November 2017, the Mountain Province Special Committee met with representatives of Scotiabank to discuss the process for a potential transaction but thereafter discontinued negotiations and all communications regarding a potential transaction as it focused on completion of a debt financing by Mountain Province.

After completion in mid-December 2017 of a private note offering and concurrent debt financing to refinance certain secured indebtedness, the Mountain Province Special Committee determined to re-engage in discussions regarding a possible transaction to acquire Kennady. The Mountain Province Special Committee resolved to engage Scotiabank as the financial advisor and JDS Energy & Mining Inc. as the technical advisor to the Mountain Province Special Committee.

Following discussions with financial and legal advisors, the Mountain Province Special Committee prepared a letter of intent outlining the proposed terms and conditions for an acquisition of all of the shares of Kennady, an interim financing for Kennady and a revised draft mutual confidentiality agreement.

On December 19, 2017, a meeting of the Mountain Board (excluding Mr. Comerford, due to his potential for conflict arising from his employment position with a firm founded and beneficially owned by Mr. Desmond, as well as his position on the Kennady Board) was convened to receive a recommendation from the Mountain Province Special Committee concerning a proposal to acquire Kennady. The Mountain Province Special Committee, with advice from Scotiabank, concluded that an exchange ratio should not be fixed until a due diligence process was initiated and near completion.

On December 21, 2017, Mountain Province presented Kennady with a letter of intent outlining the proposed terms and conditions for an acquisition of all of the shares of Kennady and a mutual confidentiality agreement. Following receipt of the letter of intent from Mountain Province, which contained provisions requiring exclusive negotiations between Kennady and Mountain Province, the Kennady Special Committee considered the proposal and alternative transactions including financing options. The Kennady Special Committee also met with its advisors and considered the advice from such advisors on possible alternative transactions and financing options.

The Kennady Special Committee considered the implications of entering into a letter of intent containing exclusivity provisions on potential discussions with other parties regarding the acquisition of Kennady or a possible financing transaction.

In connection with these considerations, the Kennady Special Committee asked Minvisory Corp. to reach out to other potential buyers and parties that might be willing to provide financing to Kennady prior to entering into exclusive negotiations with Mountain Province. Minvisory Corp. proceeded to contact potential buyers and parties that might be willing to provide financing to Kennady. Following Minvisory Corp.’s discussions with such parties, Minvisory Corp. was advised by such parties that advancing an acquisition or financing transaction, as applicable, was not possible at the current time. Thereafter, the Kennady Special Committee decided to focus on negotiating a transaction with Mountain Province.

On December 30, 2017, the Kennady Special Committee sent a counter-proposal to Mountain Province. Mountain Province did not formally respond to the proposal, but both parties saw that there was likely scope for a transaction, and that detailed due diligence could help determine an acceptable exchange ratio.

In early January 2018, the Mountain Province Special Committee met to consider the Kennady counter-proposal and to receive an update from Scotiabank concerning their communications with Minvisory Corp., the financial advisor to the Kennady Special Committee.

The parties executed a mutual confidentiality agreement on January 3, 2018 (the “Confidentiality Agreement”) so that a more complete exchange of confidential information could occur and broader discussion could ensue. Following the execution of the Confidentiality Agreement, Kennady and Mountain Province conducted reciprocal due diligence. Discussions also ensued between the parties with respect to transaction terms as well as financial terms, including negotiations with respect to the exchange ratio.

Following the Kennady Special Committee’s meeting on January 4, 2018, the Kennady Special Committee invited potential candidates to submit proposals to the Kennady Special Committee in respect of providing a fairness opinion to the Kennady Special Committee. After reviewing and assessing the proposals, the Kennady Special Committee retained Haywood Securities Inc. on January 8, 2018 to provide the Haywood Fairness Opinion.

On January 5, 2018, Kennady retained SRK Consulting as its technical advisor to assist with the evaluation of Mountain Province’s assets and due diligence regarding the Gahcho Kué Joint Venture.

Between January 3, 2018 and January 28, 2018, negotiations continued between Kennady and Mountain Province, with input from their respective financial and legal advisors. Both the Kennady Special Committee and the Mountain Special Committee received periodic updates from their respective management teams on the progress of discussions and negotiations.

On January 11, 2018, the Mountain Province Special Committee met to receive a report from Scotiabank concerning the progress of their review of Kennady information, to receive an initial legal due diligence report from Miller Thomson LLP, and resolved to engage RBC Capital Markets to prepare a fairness opinion in connection with the potential acquisition of Kennady. A meeting of the Mountain Board (excluding Mr. Comerford) was convened to receive a recommendation from the Mountain Province Special Committee concerning a range of share exchange ratios and authorized the Mountain Province Special Committee to negotiate a transaction within the recommended range.

In early January 2018, legal counsel for the Mountain Province Special Committee prepared a draft of the definitive Arrangement Agreement and the Plan of Arrangement, which, following comments from the Mountain Province Special Committee and Scotiabank, were provided to legal counsel to the Kennady Special Committee.

The Kennady Special Committee met frequently with its legal and financial advisors to discuss the offer from Mountain Province. On January 17, 2018, the Kennady Special Committee also met with Haywood Securities Inc. to discuss its financial analysis to date and the Kennady Special Committee was given the opportunity to ask any questions regarding Haywood Securities Inc.’s initial analysis.

The Mountain Province Special Committee also met frequently with its legal and financial advisors to discuss the status of RBC Capital Markets’ preparations to deliver a fairness opinion and legal due diligence. On January 24, 2018, the Mountain Province Special Committee met to consider a revised recommendation to the Mountain Province Board. A meeting of the Mountain Board (excluding Mr. Comerford) was convened to receive a revised recommendation from the Mountain Province Special Committee concerning the share exchange ratio and authorized the Mountain Province Special Committee to negotiate a transaction within the recommended range.

Mountain Province submitted a revised offer on January 24, 2018, with a proposed exchange ratio of 0.975. The Kennady Special Committee met with its legal and financial advisors on January 25, 2018 to consider Mountain Province’s revised offer. Haywood Securities Inc. was also invited to a portion of this meeting and was asked to summarize for the Kennady Special Committee its analysis to date on Mountain Province’s offer.

Negotiations continued between the Chairs of the respective special committees resulting in an agreement in principle on the proposed exchange ratio included in the January 24, 2018 offer. Upon reaching this agreement, Mr. Jonathan Comerford and Mr. Dermot Fachtna Desmond (who had both been excluded from the process to date) were informed of the proposed exchange ratio and were requested to provide voting and support agreements. After further discussions between the parties, in light of the considerable negotiation and work by both sides that had occurred to date, ultimately Mr. Comerford and Mr. Desmond determined to support the transaction as negotiated by the respective special committees.

On January 27, 2018, the Kennady Special Committee met with its legal and financial advisors. At the request of the Kennady Special Committee, Haywood Securities Inc. made a detailed presentation to the Kennady Special Committee on the basis of the January 24, 2018 revised offer which included a summary of its approach to fairness and financial analysis. The Kennady Special Committee was given an opportunity to ask Haywood Securities Inc. questions.

On January 27, 2018, the Mountain Province Special Committee and independent director Karen Goracke met with its legal and financial advisors to discuss a range of issues concerning the potential transaction and the status of the Arrangement Agreement. At the request of the Mountain Province Special Committee, RBC Capital Markets joined the meeting, made a detailed presentation to the Mountain Province Special Committee concerning their approach to fairness and financial analysis and provided their oral fairness opinion (subsequently confirmed in writing) that, on the basis of the assumptions, limitations and qualifications to be set forth in the written RBC Fairness Opinion subsequently delivered by them, as of the date of the opinion, the Arrangement Consideration to be paid by Mountain Province pursuant to the Arrangement is fair, from a financial point of view, to Mountain Province. The Mountain Province Special Committee was given an opportunity to ask RBC Capital Markets questions, and resolved to consider the matter for 24 hours before making a final recommendation to the Mountain Province Board.

On January 28, 2018, the Kennady Special Committee met again with its legal and financial advisors to consider the Arrangement. Haywood Securities Inc. provided the Kennady Special Committee with a detailed presentation to assist the Kennady Special Committee in understanding the basis for the Haywood Fairness Opinion. The Kennady Special Committee discussed in detail the merits of the potential transaction including the risks of not doing a transaction, governance matters, negotiations and the exchange ratio in respect of the potential transaction. The Kennady Special Committee’s legal advisors provided an overview of the obligations and duties of the Kennady Board and Kennady Special Committee in the circumstances, of the proposed terms and conditions of the proposed transaction and of the Arrangement Agreement, including the Plan of Arrangement. Haywood Securities Inc. provided its oral fairness opinion (subsequently confirmed in writing) that, on the basis of the assumptions, limitations and qualifications to be set forth in the written Haywood Fairness Opinion subsequently delivered by them, as of the date of the opinion, the Arrangement Consideration to be received by the Kennady Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Kennady Shareholders. The Kennady Special Committee then considered, discussed and finalized its recommendation to the Kennady Board.

The independent directors of the Kennady Board (without Mr. Comerford and Dr. Moore due to his potential for conflict arising from the termination payment provisions triggered by a change of control contained in his employment agreement) then met and considered the material terms and conditions of the Arrangement, the merits of the proposed transaction, the recommendation of the Kennady Special Committee (having received an oral fairness opinion from Haywood Securities Inc. (subsequently confirmed in writing)), the Arrangement Consideration to be received by Kennady Shareholders and the impact of the transaction on the Kennady Shareholders and other stakeholders of Kennady and the Kennady Board (without Dr. Moore and Mr. Comerford) unanimously determined that the Arrangement was in the best interests of Kennady.

On January 28, 2018, the Mountain Province Special Committee and independent director Karen Goracke met with the legal and financial advisors, including representatives of RBC Capital Markets, to discuss any issues or questions arising from the RBC Fairness Opinion. The Mountain Province Special Committee then considered, discussed and finalized its recommendation to the Mountain Province Board. A meeting of the Mountain Province Board (excluding Mr. Comerford) was convened with legal and financial advisors, including representatives of RBC Capital Markets.

During the meeting, the Mountain Province Board was informed that an agreement in principle had been reached between Mountain Province and Kennady, and a summary of the final terms and conditions of the proposed transaction and the Arrangement Agreement, including the Plan of Arrangement, were provided by management and legal counsel to the Mountain Province Board.

In light of the advice, reports and opinions it had received (including the oral fairness opinion from RBC Capital Markets), and following further discussion, the Mountain Province Board (without Mr. Comerford) unanimously determined that the Arrangement was in the best interests of Mountain Province and recommended that the Mountain Province Shareholders vote in favour of the Share Issuance Resolution. The Mountain Province Board (without Mr. Comerford) also authorized Mountain Province to (i) enter into the Arrangement Agreement; and (ii) call and hold a special meeting of Mountain Province Shareholders to consider the Share Issuance Resolution.

At the time of the public announcement of the transaction, Kennady Shareholders holding approximately 28.6% of the issued and outstanding Kennady Shares had executed Kennady Voting and Support Agreements. In addition, Mountain Province Shareholders holding approximately 24.3% of the issued and outstanding Mountain Province Shares had executed Mountain Province Voting and Support Agreements.

On the morning of January 29, 2018, prior to the opening of the TSX and TSXV, the Arrangement Agreement and other related documents were executed by the parties and a joint press release was issued announcing the transaction and the Kennady Private Placement.

After careful consideration, including a thorough review of the Arrangement Agreement and receiving the oral fairness opinion of RBC Capital Markets delivered to the Mountain Province Special Committee (subsequently confirmed in writing), as well as a thorough review of other matters, the Mountain Province Special Committee unanimously determined that the Arrangement is in the best long-term interests of Mountain Province. Accordingly, the Mountain Province Special Committee unanimously recommended that the Mountain Province Board approve the Arrangement and enter into the Arrangement Agreement.

Kennady Board and Kennady Special Committee Recommendations”, the Kennady Special Committee unanimously determined that the Arrangement is in the best interests of Kennady. Accordingly, the Kennady Special Committee unanimously recommended that the Kennady Board approve the Arrangement and enter into the Arrangement Agreement and that the Kennady Board recommend that Kennady Shareholders vote in favour of the Arrangement Resolution.

After careful consideration, including a thorough review of the Arrangement Agreement, as well as a thorough review of other matters, the Kennady Board (other than Dr. Moore and Mr. Comerford, who, having declared a potential conflict of interest in the matters being considered, were not present and did not vote on the Arrangement), upon the unanimous recommendation of the Kennady Special Committee, unanimously determined that the Arrangement is in the best interests of Kennady. Accordingly, the Kennady Board unanimously approved the Arrangement Agreement and unanimously recommends that Kennady Shareholders vote FOR the Arrangement Resolution.

Reasons for the Mountain Province Board and Mountain Province Special Committee Recommendations

Gahcho Kué Joint Venture there is the potential to partially displace this lower-grade Tuzo ore with higher-grade ore from Kelvin or Faraday. Given the early stage of the Kennady assets, time is needed to develop and permit the assets before they are ready to be mined.

The Mountain Province Special Committee’s and the Mountain Province Board’s reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors – Risk Factors Relating to the Arrangement” in this Circular.

The foregoing summary of the information and factors considered by the Mountain Province Board is not intended to be exhaustive. In view of the variety of factors and the amount of information considered in connection with its evaluation of the Arrangement, the Mountain Province Board did not find it practical to, and did not, quantify or otherwise attempt to assign any relative weighting to each specific factor considered in reaching its respective conclusion and recommendation. In addition, individual members of the Mountain Province Board may have assigned different weightings to different factors.

The Mountain Province Board (other than Mr. Comerford) was present at the January 28, 2018 meeting at which the Arrangement Agreement was approved and the Mountain Province Board was unanimous in its recommendation. The recommendation of the Mountain Province Board was made after considering all of the above-noted factors and in light of the Mountain Province Board’s knowledge of the business, financial condition and prospects of Mountain Province, the unanimous recommendation of the Mountain Province Special Committee and was also based on the advice of financial advisors and legal advisors to the Mountain Province Board.

In making their respective determinations and recommendations, the Kennady Special Committee and the Kennady Board considered and relied upon a number of substantive factors, including, among others:

Arrangement”. The Kennady Special Committee and Kennady Board believed that, overall, the anticipated benefits of the Arrangement to Kennady outweighed these risks and negative factors.

The Kennady Special Committee’s and the Kennady Board’s reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See “Cautionary Statement Regarding Forward-Looking Statements”, “Risk Factors – Risk Factors Relating to the Arrangement” and “Risk Factors – Risk Factors Relating to the Operations of Kennady” in this Circular.

The foregoing summary of the information and factors considered by the Kennady Board is not intended to be exhaustive. In view of the variety of factors and the amount of information considered in connection with its evaluation of the Arrangement, the Kennady Board did not find it practical to, and did not, quantify or otherwise attempt to assign any relative weighting to each specific factor considered in reaching its respective conclusion and recommendation. In addition, individual members of the Kennady Board may have assigned different weightings to different factors.

The independent directors of the Kennady Board (without Dr. Moore and Mr. Comerford) met on January 28, 2018, unanimously determining that the Arrangement was in the best interest of Kennady and that the Arrangement Consideration to be received by Kennady Shareholders and the impact of the transaction on the Kennady Shareholders and other stakeholders of Kennady was in the best interests of Kennady Shareholders and other Kennady stakeholders. The recommendation of the Kennady Board was made after considering all of the above-noted factors and in light of the Kennady Board’s knowledge of the business, financial condition and prospects of Kennady, the unanimous recommendation of the Kennady Special Committee and was also based on the advice of financial advisors and legal advisors to the Kennady Board.

Under the engagement letter with the RBC, Mountain Province has agreed to pay a fee to RBC Capital Markets for its services. The fee payable to RBC Capital Markets is not contingent on the completion of the Arrangement and such fee is payable to RBC Capital Markets in respect of the RBC Fairness Opinion irrespective of the substance or conclusions of the RBC Fairness Opinion. Mountain Province has also agreed to reimburse RBC Capital Markets for certain out-of-pocket expenses and to indemnify RBC Capital Markets and certain related parties against certain liabilities in connection with their engagement.

The RBC Fairness Opinion is not a recommendation to any Mountain Province Shareholder as to how to vote or act on any matter relating to the Arrangement. The RBC Fairness Opinion was one of a number of factors taken into consideration by the Mountain Province Special Committee in making its determination that the Arrangement is in the best long-term interests of Mountain Province, and unanimously recommending that the Mountain Province Board approve the Arrangement and enter into the Arrangement Agreement.

The Mountain Province Special Committee urges Mountain Province Shareholders to read the RBC Fairness Opinion carefully and in its entirety. See Schedule “E” – “Fairness Opinion of RBC Capital Markets” to this Circular for the RBC Fairness Opinion.

Under the engagement letter with Haywood Securities Inc., Kennady has agreed to pay certain fees to Haywood Securities Inc. for its services, including fees in connection with the delivery of the Haywood Fairness Opinion. The fee payable to Haywood Securities Inc. is not contingent on the completion of the Arrangement and such fee is payable to Haywood Securities Inc. in respect of the Haywood Fairness Opinion irrespective of the substance or conclusions of the Haywood Fairness Opinion. Kennady has also agreed to reimburse Haywood Securities Inc. for certain out-of- pocket expenses and to indemnify Haywood Securities Inc. and certain related parties against certain liabilities in connection with their engagement.

The Haywood Fairness Opinion is not a recommendation to any Kennady Shareholder as to how to vote or act on any matter relating to the Arrangement. The Haywood Fairness Opinion was one of a number of factors taken into consideration by the Kennady Special Committee in making its determination that the Arrangement is in the best interests of Kennady, and unanimously recommending that the Kennady Board approve the Arrangement and enter into the Arrangement Agreement.

The Kennady Board urges Kennady Shareholders to read the Haywood Fairness Opinion carefully and in its entirety. See Schedule “F” – “Fairness Opinion of Haywood Securities Inc.” to this Circular for the Haywood Fairness Opinion.

The Arrangement will result in Kennady becoming a wholly-owned subsidiary of Mountain Province. See Schedule “N” – “Information Concerning the Combined Company” to this Circular.

If the Arrangement is completed, up to 54,673,383 Mountain Province Shares (subject to variation due to rounding of fractional interests in accordance with the terms of the Plan of Arrangement) will be issuable, composed of up to 54,673,383 Mountain Province Shares to be issued to Kennady Shareholders (other than Mountain Province and any Dissenting Shareholders) in exchange for their Kennady Shares pursuant to the Arrangement, representing approximately 34.1% of the number of issued and outstanding Mountain Province Shares as of the date of this Circular.

will receive 0.975 of a Mountain Province Share in exchange for each Kennady Share held. See “The Arrangement – Description of the Arrangement”.

For greater certainty, Mountain Province will not receive the Arrangement Consideration in respect of the Kennady Shares owned by Mountain Province (if any) at the Effective Time.

Those outstanding Kennady Options that are “in-the-money” and Kennady RSUs will be cashed out in accordance with the terms and conditions of the Kennady Long Term Equity Incentive Plan and all such outstanding Kennady Options and Kennady RSUs will be treated in the same fashion. The Kennady Long Term Equity Incentive Plan provides that in the event of a CoC of Kennady, all vesting and exercise criteria of the Kennady Options and Kennady RSUs shall be deemed to have been satisfied and each participant shall be entitled to receive, in full settlement, a cash payment equal to (a) in the case of a Kennady RSU, the Special Value, and (b) in the case of a Kennady Option, the difference between the Special Value and the option price in respect of such Kennady Option.

The term Special Value means (i) if any Kennady Shares are sold as part of the transaction constituting the CoC, the weighted average of the prices paid for such shares by the acquirer, provided that if any portion of the consideration is paid in property other than cash, then the Kennady Board shall determine the fair market value of such property as of the date of the CoC for purposes of determining the Special Value; and (ii) if no Kennady Shares are sold, the market price of a Kennady Share on the day immediately preceding the date of the CoC. As the Kennady Shareholders are receiving the Arrangement Consideration and no cash consideration, the Kennady Board will determine the fair market value of the Arrangement Consideration the day immediately preceding the Effective Date for purposes of determining the Special Value.

If approved, the Arrangement will become effective at the Effective Time and will be binding at and after the Effective Time on each of Kennady, Mountain Province and Former Kennady Shareholders.

Commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur in the following sequence without any further act or formality:

holder thereof; and (iv) Former Kennady Shareholders (other than Dissenting Shareholders) shall be entered in the securities register of Mountain Province as holders of Mountain Province Shares received by them in exchange for their Kennady Shares.

See the Plan of Arrangement attached as Schedule “D” – “Plan of Arrangement” for additional information.

Former Kennady Shareholders who exchange their Kennady Shares for Mountain Province Shares pursuant to the Arrangement, and who provide Mountain Province with a letter of representation in a form satisfactory to Mountain Province acting reasonably that such Former Kennady Shareholder does not hold their Kennady Shares as capital property for purposes of the Tax Act, shall be entitled to make an income tax election with Mountain Province, pursuant to subsection 85(1) or 85(2) of the Tax Act, as applicable (and the analogous provisions of provincial income tax law) with respect to the exchange of their Kennady Shares. The election can be made by providing two signed copies of the necessary election forms to Mountain Province within 90 days following the Effective Date, duly completed including the details of the number of Kennady Shares transferred and the applicable agreed amounts for the purposes of such elections. Any such election forms received by Mountain Province within the period noted will, subject to the election forms complying with the provisions of the Tax Act (or applicable provincial income tax law), be signed by Mountain Province and returned to such Former Kennady Shareholders within 60 days after the receipt thereof by Mountain Province for filing with the Canada Revenue Agency (or the applicable provincial taxing authority). Mountain Province may, in its sole discretion, choose to sign and return an election form received by it more than 90 days following the Effective Date, but has no obligation to do so. See the Plan of Arrangement attached as Schedule “D” – “Plan of Arrangement” for additional information.

The discussion of the principal Canadian federal income tax considerations generally applicable to holders of Kennady Shares in connection with the exchange of their Kennady Shares for Mountain Province Shares pursuant to the Arrangement under the heading “Principal Canadian Federal Income Tax Considerations” only applies to Kennady Shareholders who hold their Kennady Shares as capital property (or are deemed to hold their Kennady Shares as capital property), and therefore does not consider or discuss the election referred to above. Kennady Shareholders who do not hold their Kennady Shares as capital property should consult their own tax advisors regarding the potential Canadian federal income tax considerations applicable to them in their particular circumstances, including eligibility for the election and the potential consequences to them of making the election.

Mountain Province will not be responsible for the proper completion of any election form and, except for the obligation of Mountain Province to sign and return duly completed election forms which are received by Mountain Province within 90 days of the Effective Date as described above, Mountain Province will have no other obligation with respect to any such election and will not be responsible for any taxes, interest, penalties or losses whatsoever resulting from the failure by a Kennady Shareholder to make the election or to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (and any applicable provincial legislation).

The Mountain Province Board and management, as applicable, recommend that Mountain Province Shareholders VOTE FOR the Share Issuance Resolution. In the absence of instructions to the contrary, the persons whose names appear in the attached Mountain Province Proxy intend to VOTE FOR the Share Issuance Resolution.

If the Share Issuance Resolution does not receive the requisite approval, the Arrangement will not proceed.

The Kennady Board and management, as applicable, recommend that Kennady Shareholders VOTE FOR the Arrangement Resolution. In the absence of instructions to the contrary, the persons whose names appear in the attached Kennady Proxy intend to VOTE FOR the Arrangement Resolution.

If the Arrangement Resolution does not receive the requisite approval, the Arrangement will not proceed. Reference is made to the section “Dissent Rights” in this Circular for information concerning the rights of Registered Kennady Shareholders to dissent in respect of the Arrangement Resolution.

The Arrangement requires approval by the Court under Section 182 of the OBCA. On March 5, 2018, Kennady obtained the Interim Order providing for the calling, holding and conducting of the Kennady Meeting and other procedural matters and a Notice of Application for the Final Order to approve the Arrangement has been filed. A copy

of the Interim Order and the Notice of Application for the Final Order are attached as Schedule “G” – “Interim Order” and Schedule “I” – “Notice of Application for Final Order”, respectively, to this Circular.

The Court hearing in respect of the Final Order is expected to take place at 10:00 a.m. (Eastern Standard Time), on April 11, 2018, or as soon thereafter as counsel for Kennady may be heard, at the Ontario Superior Court of Justice (Commercial List), located at 330 University Avenue, Toronto, Ontario, Canada, M5G 1R7. At the hearing, the Court will consider, among other things, the fairness of the terms and conditions of the Arrangement and the rights and interests of every person affected. Kennady has been advised by its legal counsel that the Court has broad discretion under the OBCA when making orders with respect to a plan of arrangement and that the Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and procedural point of view. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. The Court will be advised prior to the hearing of the application for the Final Order that if the terms and conditions of the Arrangement are approved by the Court, the Mountain Province Shares to be issued to Kennady Shareholders pursuant to the Arrangement will not be registered under the U.S. Securities Act and will be issued in reliance on the exemption from registration provided by Section 3(a)(10) thereunder and that the Final Order will constitute the basis for such exemption. Depending on the nature of any required amendments, Kennady or Mountain Province may determine not to proceed with the Arrangement.

Under the terms of the Interim Order, each Kennady Shareholder will have the right to appear and make submissions at the application for the Final Order. Any person desiring to appear at the hearing of the application for the Final Order may do so but must comply with certain procedural requirements described in the Interim Order and in the Notice of Application for the Final Order, including filing an appearance with the Court registry and serving same on Kennady’s counsel, as applicable, at the address set out below, no later than 5:00 p.m. (Eastern Standard Time) on April 6, 2018, a written contestation supported as to the facts alleged by affidavit(s), and exhibit(s), if any:

Kennady Shareholders who wish to participate in or be represented at the Court hearing for the Final Order should consult their legal advisors as to the necessary requirements.

Under applicable Canadian Laws, Mountain Province Shareholders are not entitled to dissent rights with respect to the Share Issuance Resolution.

If you are a Registered Kennady Shareholder, you are entitled to dissent from the Arrangement Resolution in the manner provided in accordance with Section 185 of the OBCA, as modified or supplemented by the Plan of Arrangement, the Interim Order and any other order of the Court.

Under the Arrangement Agreement, it is a condition of the Arrangement that Kennady Shareholders holding no more than 5% of the outstanding Kennady Shares, shall have exercised Dissent Rights (and not withdrawn such exercise).

If you are a Registered Kennady Shareholder you are entitled to dissent from the Arrangement Resolution in the manner provided in Section 185 of the OBCA, as modified or supplemented by the Plan of Arrangement, the Interim Order and any other order of the Court, provided that, notwithstanding Subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution must be received by Kennady not later than 5:00 p.m. (Eastern Standard Time) on the date that is two Business Days immediately prior to the Kennady Meeting, or any date to which such meeting may be postponed or adjourned.

Kennady Shareholders who wish to dissent should take note that the procedures for dissenting to the Arrangement Resolution require strict compliance with the applicable Dissent Procedures.

The following description of the rights of Registered Kennady Shareholders to dissent from the Arrangement Resolution is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of their Kennady Shares. A Registered Kennady Shareholder’s failure to follow exactly the procedures set forth in Section 185 of the OBCA, as modified or supplemented by the Plan of Arrangement, the Interim Order and any other order of the Court, will result in the loss of such Registered Kennady Shareholder’s Dissent Rights. If you are a Registered Kennady Shareholder and wish to dissent in respect of the Arrangement Resolution, you should obtain your own legal advice and carefully read the Plan of Arrangement, the Interim Order, and the provisions of Section 185 of the OBCA, which are attached to this Circular as Schedule “D” – “Plan of Arrangement”, Schedule “G” – “Interim Order” and Schedule “H” – “Dissent Rights Under the OBCA”, respectively. In addition to any other restrictions under Sections 185 of the OBCA (as modified or supplemented by the Plan of Arrangement, the Interim Order and any other order of the Court), holders of securities convertible into Kennady Shares are not entitled to exercise dissent rights.

A Registered Kennady Shareholder is entitled to be paid the fair value of the Kennady Shares held by such holder in accordance with Section 185 of the OBCA, as modified by the Plan of Arrangement, the Interim Order and any other order of the Court, if such holder exercises Dissent Rights in respect of such Kennady Shares and the Arrangement becomes effective.

Anyone who is a beneficial owner of Kennady Shares registered in the name of an intermediary and who wishes to dissent should be aware that only Registered Kennady Shareholders are entitled to exercise Dissent Rights. A Registered Kennady Shareholder who holds Kennady Shares as an intermediary for one or more beneficial owners, one or more of whom wish to exercise Dissent Rights, must exercise such Dissent Rights on behalf of such holder(s). In such case, the notice should specify the number of Kennady Shares held by the intermediary for such beneficial owner. A Dissenting Shareholder may dissent only with respect to all of the Kennady Shares held on behalf of any particular beneficial owner that are registered in the name of the Dissenting Shareholder.

A brief summary of the provisions of Section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, is set out below. This summary is qualified in its entirety by the provisions of Section 185 of the OBCA, the full text of which is set forth in Schedule “H” – “Dissent Rights Under the OBCA” to this Circular, as well as by

the Plan of Arrangement and the Interim Order. In addition, the Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein.

but in no case shall Kennady, Mountain Province or any other person be required to recognize Kennady Shareholders who exercise Dissent Rights as Kennady Shareholders after the Effective Time, and the names of such Kennady Shareholders who exercise Dissent Rights shall be removed from the applicable register of shareholders as at the Effective Time. There can be no assurance that a Dissenting Shareholder will receive consideration for its Kennady Shares of equal or greater value to the consideration that such Dissenting Shareholder would have received under the Arrangement if such holder had not exercised Dissent Rights.

Section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, provides that Registered Kennady Shareholders who dissent to the Arrangement may exercise a right of dissent and require Kennady to purchase the Kennady Shares held by such shareholders at the fair value of such shares.

The exercise of Dissent Rights does not deprive a Registered Kennady Shareholder of the right to vote at the Kennady Meeting. However, a Kennady Shareholder is not entitled to exercise Dissent Rights in respect of the Arrangement Resolution if such holder votes any of the Kennady Shares beneficially held by such holder in favour of the Arrangement Resolution.

A Dissenting Shareholder is required to send a written objection to the Arrangement Resolution to Kennady prior to the Kennady Meeting. A vote against the Arrangement Resolution or not voting on the Arrangement Resolution does not constitute a written objection for purposes of the right to dissent under Section 185 of the OBCA. Within 10 days after the Arrangement Resolution is approved by the Kennady Shareholders, Kennady must send to each Dissenting Shareholder a notice that the Arrangement Resolution has been adopted, setting out the rights of the Dissenting Shareholder and the procedures to be followed on exercise of those rights. The Dissenting Shareholder is then required, within 20 days after receipt of such notice (or if such Kennady Shareholder does not receive such notice, within 20 days after learning of the adoption of the applicable Arrangement Resolution), to send to Kennady a written notice containing the Dissenting Shareholder’s name and address, the number of Kennady Shares in respect of which the Dissenting Shareholder dissents and a demand for payment of the fair value of such Kennady Shares and, within 30 days after sending such written notice, to send to Kennady or their respective transfer agents the appropriate share certificate or certificates representing the Kennady Shares in respect of which the Dissenting Shareholder has exercised Dissent Rights. A Dissenting Shareholder who fails to send to Kennady, within the required periods of time, the required notices or the certificates representing the Kennady Shares in respect of which the Dissenting Shareholder has dissented may forfeit its Dissent Rights.

If the matters provided for in the Arrangement Resolution become effective, then Kennady will be required to send, not later than the seventh day after the later of (i) the Effective Date, and (ii) the day the demand for payment is received, to each Dissenting Shareholder whose demand for payment has been received, a written offer to pay for the Kennady Shares of such Dissenting Shareholder in such amount as the directors of Kennady consider to be the fair value thereof accompanied by a statement showing how the fair value was determined unless there are reasonable grounds for believing that Kennady is, or after the payment would be, unable to pay its liabilities as they become due

or the realizable value of Kennady’s assets, as applicable, would thereby be less than the aggregate of its liabilities. Kennady must pay for the Kennady Shares of a Dissenting Shareholder within 10 days after an offer made as described above has been accepted by a Dissenting Shareholder, but any such offer lapses if Kennady does not receive an acceptance thereof within 30 days after such offer has been made.

If such offer is not made or accepted within 50 days after the Effective Date, Kennady may apply to a court of competent jurisdiction to fix the fair value of such shares. There is no obligation of Kennady to apply to the Court. If Kennady fails to make such an application, a Dissenting Shareholder has the right to so apply within a further 20 days.

All notices to Kennady of dissent to the Arrangement Resolution pursuant to Section 185 of the OBCA should be addressed to the attention of the individual set out below and be sent not later than 5:00 p.m. (Eastern Standard Time) on the date that is two Business Days immediately prior to the Kennady Meeting, or any date to which the Kennady Meeting may be postponed or adjourned,

The foregoing summary does not purport to provide comprehensive statements of the procedures to be followed by a Dissenting Shareholder under Section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, and reference should be made to the specific provisions of Section 185 of the OBCA, the Plan of Arrangement and the Interim Order, as applicable. The OBCA requires strict adherence to the procedures regarding the exercise of rights established therein. The failure to adhere to such procedures may result in the loss of all rights of dissent. Accordingly, each Kennady Shareholder who wishes to exercise Dissent Rights with respect to the Arrangement Resolution should carefully consider and comply with the provisions of Section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, and consult a legal advisor. A copy of Section 185 of the OBCA is set out in Schedule “H” – “Dissent Rights Under the OBCA”.

The Arrangement will be effected in accordance with the Arrangement Agreement. The following is a summary of the principal terms of the Arrangement Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement, the full text of which may be viewed on SEDAR under Mountain Province’s and Kennady’s issuer profiles, respectively at www.sedar.com, and to the Plan of Arrangement, the full text of which is attached as Schedule “D” – “Plan of Arrangement” to this Circular. Mountain Province Shareholders and Kennady Shareholders are encouraged to read each of the Arrangement Agreement and the Plan of Arrangement in their entirety.

On January 28, 2018, Kennady and Mountain Province entered into the Arrangement Agreement, pursuant to which Kennady and Mountain Province agreed that, subject to the terms and conditions set forth in the Arrangement Agreement, Mountain Province will acquire all of the issued and outstanding Kennady Shares. Pursuant to the

Arrangement, each Kennady Shareholder (other than Mountain Province and any Dissenting Shareholder) will receive 0.975 of a Mountain Province Share in exchange for each Kennady Share held. The terms of the Arrangement Agreement are the result of arm’s length negotiation between Kennady and Mountain Province and their respective advisors.

The Arrangement Agreement contains representations and warranties made by Kennady to Mountain Province and representations and warranties made by Mountain Province to Kennady. These representations and warranties were made solely for purposes of the Arrangement Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Arrangement Agreement. In addition, some of these representations and warranties are made as of specified dates, are subject to a contractual standard of materiality or material adverse effect different from that generally applicable to public disclosure of Mountain Province or Kennady, or are used for the purpose of allocating risk between the parties to the Arrangement Agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The Arrangement Agreement contains certain representations and warranties of Kennady, relating to, among other things: organization and qualification; authority to enter into the Arrangement Agreement and performance of obligations thereunder; conflict, required filings and consent; subsidiaries; compliance with laws; authorizations; capitalization and listing; shareholder and similar agreements; reports; financial statements; undisclosed liabilities; interest in mineral rights; operational matters; employment matters; absence of certain changes and events; litigation; taxes; books and records; insurance; non-arm’s length transactions; benefit plans; environmental matters; restrictions on business activities; material contracts; relationships with customers, suppliers, distributors and sales representatives; brokers; reporting issuer status; stock exchange compliance; expropriation; and corrupt practices legislation.

The Arrangement Agreement also contains certain representations and warranties of Mountain Province, relating to, among other things: organization and qualification; authority to enter into the Arrangement Agreement and performance of obligations thereunder; conflict, required filings and consent; subsidiaries; compliance with laws; authorizations; capitalization and listing; shareholder and similar agreements; reports; financial statements; undisclosed liabilities; interest in mineral rights; operational matters; employment matters; absence of certain changes or events; litigation; taxes; books and records; insurance; non-arm’s length transactions; environmental matters; restrictions on business activities; material contracts; relationships with customers, suppliers, distributors and sales representatives; brokers; reporting issuer status; stock exchange compliance; expropriation; corrupt practices legislation; disclosure of project terms; project documents; and joint venture and project assets.

Each of Kennady and Mountain Province has given to the other party the usual and customary covenants for an agreement of the nature of the Arrangement Agreement, including using commercially reasonable efforts to satisfy all conditions precedent to the extent that same are within a Party’s control; using commercially reasonable efforts to obtain and assist the other Party in obtaining required Regulatory Approvals; using commercially reasonable efforts to obtain third party consents and stock exchange approvals; defending lawsuits challenging or affecting the Arrangement Agreement or the consummation of the transactions contemplated thereby; making available certain information; and keeping Transferred Information confidential.

In addition, Kennady has covenanted that it will: use commercially reasonable efforts to complete the Arrangement; use commercially reasonable efforts to assist in effecting the resignations of Kennady’s directors (subject to customary releases) and cause them to be replaced as of the Effective Date by persons nominated by Mountain Province.

Kennady has also covenanted that, after the Effective Time, it will terminate the employment of certain employees and Mountain Province has covenanted that it will cause Kennady to pay the severance, any vacation pay and change of control payment due to such employees upon such termination, such payment to be made on the Effective Date.

Kennady has covenanted that, except as contemplated or permitted by the Arrangement Agreement, it will conduct its business only in, not take any action except in, and maintain its facilities, in the ordinary course of business consistent with past practice and to use commercially reasonable efforts to preserve intact its present business organization, assets and goodwill. In addition, Kennady has covenanted that, unless required by Law or a Governmental Entity or with the written consent of Mountain Province, Kennady will not, directly or indirectly: (i) issue, sell, grant, award, pledge, dispose of, encumber or agree to issue, sell, grant, award, pledge, dispose of or encumber any Kennady Shares, any Kennady Options, any Kennady RSUs, any Kennady DSUs, any Kennady SARs or any warrants, calls, conversion privileges or rights of any kind to acquire any Kennady Shares or other securities, other than pursuant to the exercise of existing Kennady Options; (ii) sell, pledge, lease, or otherwise dispose of any assets having a value greater than $1,000,000 in the aggregate; (iii) amend or propose to amend the articles, by-laws or other constating documents or the terms of any securities of Kennady; (iv) split, combine or reclassify any outstanding Kennady Shares; (v) redeem, purchase or offer to purchase or redeem any Kennady Shares or other securities of Kennady; (vi) declare, set aside or pay any dividend or other distribution in respect of any Kennady Shares; (vii) reorganize, amalgamate or merge Kennady with any other Person; (viii) reduce the stated capital of the shares of Kennady; (ix) acquire or agree to acquire any Person, or purchase any property, interests, business or assets that have a value greater than $1,000,000 in the aggregate; (x) prepay any long-term indebtedness before its scheduled maturity; (xi) become liable for any indebtedness for borrowed money or any other liability in amounts exceeding $250,000 individually and $1,000,000 in the aggregate; (xii) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Kennady; (xiii) pay or release any claims, liabilities or obligations except in the ordinary course of business consistent with past practice in amounts exceeding $250,000 individually and $1,000,000 in the aggregate; (xiv) relinquish any contractual right, except in the ordinary course of business consistent with past practice; (xv) waive or modify any existing contractual rights in respect of any Kennady Mineral Rights or any other material legal rights or claims; (xvi) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing licence, lease, contract or other document; (xvii) take any action or fail to take any action which would result in the material loss of any material benefit under or revocation or limitation of rights under, any material Permits; (xviii) incur business expenses exceeding $250,000 individually and $1,000,000 in the aggregate; (xix) take any action or fail to take any action that would impede the ability of Kennady to consummate the Arrangement or the other transactions contemplated by the Arrangement Agreement; (xx) increase the benefits payable to its directors or officers or grant any bonuses, salary increases, severance or termination pay to, any officer of Kennady or member of the Kennady Board, except in the ordinary course of business consistent with past practice; (xxi) make any loan to any employee, consultant, director or officer of Kennady; (xxii) settle, pay, discharge, satisfy, compromise, waive, assign or release any action, claim or proceeding brought against Kennady and/or any of its Subsidiaries in excess of $1,000,000 or any action, claim or proceeding holder of its securities in connection with the Arrangement Agreement or the Plan of Arrangement; or (xxiii) in the case of employees, take any action with respect to the grant of any bonuses, salary increases, severance or termination pay, except in the ordinary course of business consistent with past practice.

Further, Kennady has covenanted that it will: (i) not establish, adopt, enter into or amend any arrangement for the benefit or welfare of any directors, officers, current or former employees of Kennady except as expressly contemplated or permitted by the Arrangement Agreement; (ii) use commercially reasonable efforts to cause its current insurance (or re-insurance) policies not to be cancelled or lapsed unless simultaneously replacement policies for substantially similar premiums are in full force and effect; (iii) use its commercially reasonable best efforts to maintain and preserve all of its rights under each of its Kennady Mineral Rights and under each of its Authorizations; (iv) not take any action, which would render, or which reasonably may be expected to render, any representation or warranty made by it in the Arrangement Agreement untrue in any material respect; (v) provide Mountain Province with prompt written notice of any change which has resulted in or would reasonably be expected to result in a Kennady Material Adverse Effect or the occurrence of any facts which would be likely to cause a breach by Kennady of the Arrangement Agreement in any material respect; (vi) not enter into any binding obligation of containing any limitation or restriction on the ability of Kennady or Mountain Province to engage in any type of activity or manner or location of conducting business, (vii) duly and timely file all Tax Returns required to be filed by it under applicable Laws on or after the date hereof and all

such Tax Returns will be true, complete and correct in all material respects; and (vii) duly and timely deduct, withhold, collect, remit and pay all Taxes to the extent due and payable.

Mountain Province has covenanted that, except as contemplated in the Arrangement Agreement, it will conduct its business only in, not take any action except in, and maintain its facilities, in the ordinary course of business consistent with past practice and to use commercially reasonable efforts to preserve intact its present business organization, assets and goodwill. In addition, Mountain Province has covenanted that, unless required by Law or a Governmental Entity or with the written consent of Kennady, Mountain Province will not, directly or indirectly: (i) issue, sell, grant, award, pledge, dispose of, encumber or agree to issue, sell, grant, award, pledge, dispose of or encumber any Mountain Province Shares, any Mountain Province Awards or any warrants, calls, conversion privileges or rights of any kind to acquire any Mountain Province Shares, other than pursuant to the exercise of existing Mountain Province Awards and warrants; (ii) sell, pledge, lease, or otherwise dispose of assets of Mountain Province having a value greater than $4,000,000 in the aggregate; (iii) amend or propose to amend the articles, by-laws or other constating documents or the terms of any securities of Mountain Province; (iv) split, combine or reclassify any outstanding Mountain Province Shares; (v) redeem, purchase or offer to purchase or redeem any Mountain Province Shares or other securities of Mountain Province; (vi) declare, set aside or pay any dividend or other distribution in respect of any Mountain Province Shares; (vii) reorganize, amalgamate or merge Mountain Province with any other Person; (viii) acquire or agree to acquire any Person or assets that have a value greater than $4,000,000 in the aggregate; (ix) reduce the stated capital of the shares of Mountain Province; (x) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Mountain Province; (xi) relinquish any contractual right, except in the ordinary course of business consistent with past practice; (xii) waive or modify in any material respect any existing contractual rights in respect of any Mountain Province Mineral Rights or any other material legal rights or claims; (xiii) waive or modify in any material respect any existing licence, lease, contract or other document; (xiv) take any action or fail to take any action which would result in the material loss or the loss of any material benefit under, or revocation or limitation of rights under, any material Permits; or (xv) take any action or fail to take any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Mountain Province to consummate the Arrangement or the other transactions contemplated by the Arrangement Agreement.

Further, Mountain Province has covenanted that it will: (i) use commercially reasonable efforts to cause its current insurance policies not to be cancelled or lapsed, unless simultaneously replacement policies for substantially similar premiums are in full force and effect; (ii) use its commercially reasonable best efforts to maintain and preserve all of its rights under each of its Mountain Province Mineral Rights and under each of its Authorizations; (iii) not take any action which would render, or which reasonably may be expected to render, any representation or warranty made by it in the Arrangement Agreement untrue in any material respect; (iv) provide Kennady with prompt written notice of any change which has resulted in or would reasonably be expected to result in a Mountain Province Material Adverse Effect or the occurrence of any facts which would be likely to cause a breach by Mountain Province of the Arrangement Agreement in any material respect; and (v) not enter into any binding obligation containing any limitation or restriction on the ability of Mountain Province to engage in any type of activity or manner or location of conducting business.

The obligations of Kennady and Mountain Province to complete the transactions contemplated by the Arrangement Agreement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of Kennady and Mountain Province:

The obligation of Kennady to complete the transactions contemplated by the Arrangement Agreement is also subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which is for the exclusive benefit of Kennady and may only be waived in whole or in part by Kennady:

Mountain Province by two senior executive officers of Mountain Province (on Mountain Province’s behalf and without personal liability), confirming the same as at the Effective Time;

The obligation of Mountain Province to complete the Arrangement and the transactions contemplated by this Agreement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which is for the exclusive benefit of Mountain Province and may be waived in whole or in part by Mountain Province:

executive officer and the chief financial officer of Kennady (on Kennady’s behalf and without personal liability) to such effect; and

Each of Kennady and Mountain Province has covenanted with the other that neither it nor any of its Subsidiaries will, directly or indirectly, through any of its Representatives or Subsidiaries, or otherwise, and shall not permit or authorize any such Person to do so on its behalf:

In addition, each of Kennady and Mountain Province has covenanted with the other that it shall, and shall cause its Subsidiaries and its Representatives to immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than the other Party to the Arrangement Agreement) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, each Party will:

Each Party has also represented that, it has not, in the year prior to the date of the Arrangement Agreement, waived any confidentiality, standstill or similar agreement or restriction to which such Party or any of its Subsidiaries is a party, and each Party further has covenanted and agreed (i) that, except in respect of an unsolicited Acquisition Proposal made on a non-public basis to such Party as contemplated by the Arrangement Agreement, such Party shall take all necessary action to enforce each confidentiality, standstill, nondisclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which such Party or any of its Subsidiaries is a party, and (ii) that neither it, nor any of its Subsidiaries or any of their respective Representatives have or will, without the prior written consent of the other Party (which may be withheld or delayed in the other Party’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting such

Party, or any of its Subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which such Party or any of its Subsidiaries is a party; provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such agreement, restriction or covenant in accordance with their terms shall not be a violation of the terms of the Arrangement Agreement.

In the event that a Party or any of its Subsidiaries or any of their respective Representatives, receives an Acquisition Proposal after the date of the Arrangement Agreement, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any Subsidiary in connection with such an Acquisition Proposal, such Party shall as soon as practicable and in any event within 24 hours of the receipt thereof notify the other Party of such Acquisition Proposal or request. Such notice shall include a description of its material terms and conditions of such Acquisition Proposal or request and the identity of all Persons making the Acquisition Proposal or request and shall provide the other Party with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Person. The Party receiving the Acquisition Proposal shall keep the other Party fully informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by the Arrangement Agreement to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal.

Notwithstanding the covenants respecting non-solicitation, if at any time prior to obtaining its respective shareholder approval with respect to the Arrangement, a Party receives a bona fide written Acquisition Proposal, such Party may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of it or its Subsidiaries to the Person making such Acquisition Proposal, if and only if:

Subject to the right to match provisions set forth in the Arrangement Agreement, if, at any time following the date of the Arrangement Agreement and prior to obtaining Kennady Shareholder Approval in the case of Kennady or obtaining Mountain Province Shareholder Approval in the case of Mountain Province, either Kennady or Mountain Province receives an Acquisition Proposal that did not result from a breach of the non-solicitation covenants and which its board of directors concludes in good faith constitutes a Superior Proposal, it may, subject to compliance with the termination procedures and payment of the Termination Fee, terminate the Arrangement Agreement to enter into a definitive agreement with respect to such Superior Proposal.

If a Party (the “Receiving Party”) receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining its respective shareholder approval with respect to the Arrangement, the Receiving Party may, subject to compliance with Article 8 of the Arrangement Agreement, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

During the Matching Period, the Matching Party has the right, but not the obligation, to offer to amend the Arrangement Agreement and the Arrangement. The board of directors of the Receiving Party must review any such offer by the Matching Party to determine whether the Acquisition Proposal to which the Matching Party is responding would continue to be a Superior Proposal when assessed against the Arrangement Agreement and the Plan of Arrangement as they are proposed in writing by the Matching Party to be amended. If the board of directors of the Terminating Party determines that the Acquisition Proposal no longer constitutes a Superior Proposal when assessed against the Arrangement Agreement and the Plan of Arrangement as they are proposed to be amended by the Matching Party, the board of directors of the Receiving Party will cause it to enter into an amendment to the Arrangement Agreement with the Matching Party incorporating the amendments to the Arrangement Agreement and the Plan of Arrangement as set out in the written offer to amend, and will promptly reaffirm its recommendation of the Arrangement by the prompt issuance of a press release to that effect. If the board of directors of the Receiving Party determines that the Acquisition Proposal continues to be a Superior Proposal, it may recommend that holders of its securities accept such Superior Proposal provided that before doing so the Receiving Party terminates the Arrangement Agreement and pays, or causes to be paid, the Termination Fee, as the case may be, in order to accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal.

Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the holders of the Receiving Party’s securities constitutes a new Acquisition Proposal and the Matching Party will be afforded a new three Business Day Matching Period and the rights associated with such Matching Period in respect of each such Acquisition Proposal.

The Arrangement Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time:

its obligations or breach of any of its representations and warranties under the Arrangement Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date;

Kennady must pay to Mountain Province the Termination Fee ($6,000,000) upon the termination of the Arrangement Agreement:

Mountain Province must pay to Kennady the Termination Fee ($6,000,000) upon the termination of the Arrangement Agreement:

Share Issuance Resolution failed to obtain the Mountain Province Shareholder Approval at the Mountain Province Meeting in accordance with the Interim Order if, in either case, prior to the earlier of the termination of the Arrangement Agreement or the holding of the Mountain Province Meeting, a bona fide Acquisition Proposal, or the intention to make an Acquisition Proposal, with respect to Mountain Province shall have been made to Mountain Province or publicly announced by any Person (other than Kennady or any of its affiliates) and not withdrawn prior to the Mountain Province Meeting and within nine months following the date of such termination the announced Acquisition Proposal is consummated by Mountain Province or Mountain Province enters into a definitive agreement in respect of, or the Mountain Province Board approves or recommends, the announced Acquisition Proposal which is subsequently consummated at any time thereafter, provided that, for such purposes all references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”.

The Arrangement Agreement and the Plan of Arrangement may be amended by mutual written agreement of Kennady and Mountain Province prior to the Effective Date, and any such amendment may, subject to the Interim Order and the Final Order and applicable Law, without limitation:

provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

The following description of certain provisions of the Voting and Support Agreements is a summary only. The summary of certain provisions of the Voting and Support Agreements below and in this Circular is not comprehensive and is qualified in its entirety by reference to the full text of the forms of Voting and Support Agreement, the full text of which may be viewed on SEDAR under Kennady and Mountain Province’s issuer profiles at www.sedar.com. This summary may not contain all of the information about the Voting and Support Agreements that is important to Mountain Province Shareholders or Kennady Shareholders. Mountain Province Shareholders and Kennady Shareholders are encouraged to read the forms of Voting and Support Agreement carefully and in their entirety.

The Mountain Province Voting and Support Agreements set forth, among other things and subject to certain exceptions, the agreement of such Supporting Mountain Province Shareholders to vote their Subject Mountain Province Securities in favour of the Share Issuance Resolution at the Mountain Province Meeting and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement.

In addition, the Supporting Mountain Province Shareholders have agreed, subject to the terms and conditions of the Mountain Province Voting and Support Agreements, among other things, to:

Shareholder and Kennady; (iii) the termination of the Arrangement Agreement in accordance with its terms; or (iv) the Outside Date.

The Kennady Voting and Support Agreements set forth, among other things and subject to certain exceptions, the agreement of such Supporting Kennady Shareholders to vote their Subject Kennady Securities in favour of the Arrangement Resolution at the Kennady Meeting and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement.

In addition, the Supporting Kennady Shareholders have agreed, subject to the terms and conditions of the Kennady Voting and Support Agreements, among other things, to:

The obligations of each Kennady Supporting Shareholder under the Kennady Voting and Support Agreements automatically terminate upon the earliest of, amongst other things: (i) the Effective Time; (ii) the mutual written agreement of the Supporting Kennady Shareholder and Mountain Province; (iii) the termination of the Arrangement Agreement in accordance with its terms; or (iv) the Outside Date.

In order to receive the Arrangement Consideration to which a Registered Kennady Shareholder (other than Mountain Province and any Dissenting Shareholder) is entitled if the Arrangement is completed, a Registered Kennady Shareholder must complete, sign, date and return the enclosed Letter of Transmittal in accordance with the instructions set out therein and in this Circular. The Letter of Transmittal is also available from the Depositary by telephone at: 1- 800-564-6253 (North American Toll Free) or 1-514-982-7555 (Outside North America); or on SEDAR under Kennady’s issuer profile at www.sedar.com.

On or immediately prior to the Effective Date, Mountain Province will deposit with the Depositary share certificates for Mountain Province Shares representing the aggregate Arrangement Consideration payable pursuant to the Arrangement. The Depositary will act as the agent of Registered Kennady Shareholders who have deposited Kennady Shares pursuant to the Arrangement for the purpose of receiving the Arrangement Consideration and transmitting certificates representing the Mountain Province Shares issuable to such persons, and receipt by the Depositary of the aggregate Arrangement Consideration payable by Mountain Province under the Arrangement will be deemed to constitute receipt of payment by Registered Kennady Shareholders depositing Kennady Shares.

Upon surrender to the Depositary of the certificate(s) that immediately prior to the Effective Time represented Kennady Shares, and a duly completed Letter of Transmittal and such other documents as the Depositary may require, a Former Kennady Shareholder (other than Mountain Province and any Dissenting Shareholder) will be entitled to receive in exchange therefor, and as soon as practicable after the Effective Time the Depositary will deliver to such Former Kennady Shareholder, certificates representing the number of Mountain Province Shares which such Former Kennady Shareholder is entitled to receive under the Arrangement.

In the event of a transfer of ownership of Kennady Shares which is not registered in the transfer records of Kennady, a certificate representing the proper number of Kennady Shares shall be delivered to a transferee if the certificate formerly representing such Kennady Shares is presented to the Depositary at its offices, accompanied by the foregoing documents together with all other documents required to evidence and effect such transfer.

Until surrendered, each certificate that immediately prior to the Effective Time represented Kennady Shares will, subject to certain exceptions, be deemed at any time after the Effective Time to represent only the right to receive upon surrender (a) the aggregate Arrangement Consideration which the holder is entitled to receive in accordance with the Plan of Arrangement, and (b) any dividends or distributions with a record date on or after the Effective Date that

are paid or payable prior to the date of surrender on any Mountain Province Shares comprising the Arrangement Consideration which the holder of such Kennady Shares was entitled to receive under the Arrangement.

The Letter of Transmittal contains complete instructions on how to exchange the certificate(s) representing Kennady Shares and how Registered Kennady Shareholders will receive the Arrangement Consideration payable to them under the Arrangement. Registered Kennady Shareholders should return properly completed documents, including the Letter of Transmittal, to Computershare Investor Services Inc., by mail to P.O. Box 7021, 31 Adelaide Street East, Toronto, Ontario Canada M5C 3H2 Attention: Corporation Actions, and by registered mail, hand or courier to 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 Attention: Corporation Actions. Kennady Shareholders with questions regarding the deposit of Kennady Shares should contact the Depositary by telephone at: 1-800-564-6253 (North American Toll Free) or 1-514-982-7555 (Outside North America). Further information with respect to the Depositary is set forth in the Letter of Transmittal.

In order for Registered Kennady Shareholders to receive the Arrangement Consideration payable to them under the Arrangement as soon as possible after the closing of the Arrangement, Registered Kennady Shareholders should submit their Kennady Shares and the Letter of Transmittal as soon as possible.

Registered Kennady Shareholders will not actually receive their Mountain Province Shares until the Arrangement is completed and they have returned their properly completed documents, including the Letter of Transmittal and certificates representing their Kennady Shares, if applicable, to the Depositary.

In the event any certificate which immediately before the Effective Time represented one or more outstanding Kennady Shares in respect of which the holder was entitled to receive the Arrangement Consideration pursuant to the Arrangement is lost, stolen or destroyed, upon the making of an affidavit by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, the Arrangement Consideration to which such holder is entitled pursuant to the Arrangement. When authorizing such delivery of the Arrangement Consideration which such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such Arrangement Consideration is to be delivered shall, as a condition precedent to the delivery of such Arrangement Consideration, give a bond satisfactory to Mountain Province and the Depositary in such amount as Mountain Province may direct, or otherwise indemnify Mountain Province and the Depositary in a manner satisfactory to Mountain Province and the Depositary, against any claim that may be made against Mountain Province or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of Mountain Province.

Where a certificate representing Kennady Shares has been destroyed, lost or stolen, the Registered Kennady Shareholder of that certificate should immediately contact the Depositary by telephone at: 1-800-564-6253 (North American Toll Free) or 1-514-982-7555 (Outside North America); or by email at: corporateactions@computershare.com.

The exchange of Kennady Shares for the Arrangement Consideration in respect of Non-Registered Kennady Shareholders is expected to be made with the Non-Registered Kennady Shareholder’s nominee (bank, trust company, securities broker or other nominee) account through the procedures in place for such purposes between CDS and such nominee. Non-Registered Kennady Shareholders should contact their intermediary if they have any questions regarding this process and to arrange for their nominee to complete the necessary steps to ensure that they receive payment for their Kennady Shares as soon as possible following completion of the Arrangement.

To the extent that a Former Kennady Shareholder has not complied with the provisions of the Arrangement described under the heading “Procedure for Exchange of Kennady Shares – Exchange Procedure” on or before the date that is six years after the Effective Date (the “Final Proscription Date”), then any Mountain Province Shares which such Former Kennady Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such Mountain Province Shares shall be delivered to Mountain

Province by the Depositary for cancellation and shall be cancelled by Mountain Province, and the interest of the Former Kennady Shareholder in such Mountain Province Shares to which it was entitled shall be terminated as of such Final Proscription Date.

The foregoing information is a summary only. For further details of procedures, see the Plan of Arrangement attached as Schedule “D” – “Plan of Arrangement” to this Circular.

Pursuant to the terms of the Plan of Arrangement, Kennady, Mountain Province and the Depositary shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Person under the Plan of Arrangement, and from all dividends or other distributions otherwise payable to any Former Kennady Shareholder, such amounts as Kennady, Mountain Province or the Depositary are required to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax Laws, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the relevant Person in respect of which such deduction and withholding was made, provided that such withheld amounts are remitted to the appropriate Governmental Entity.

The following is a brief summary of the Canadian and U.S. securities law considerations applying to the transactions contemplated herein not discussed elsewhere in this Circular.

Each Kennady Shareholder is urged to consult such shareholder’s professional advisors to determine the Canadian conditions and restrictions applicable to trades in the Mountain Province Shares issuable pursuant to the Arrangement.

Mountain Province has applied to list the Mountain Province Shares issuable under the Arrangement on the TSX and Nasdaq. It is a condition of closing that both the TSX and Nasdaq shall have conditionally approved the listing thereon, subject only to satisfying the customary listing conditions of the TSX and Nasdaq, respectively, of the issuance of the Mountain Province Shares issuable pursuant to the Arrangement. See “The Arrangement Agreement – Conditions Precedent to the Arrangement”. TSX conditional approval has been obtained for the listing of the Mountain Province Shares issuable to Kennady Shareholders in exchange for their Kennady Shares under the Arrangement.

The issuance of Mountain Province Shares pursuant to the Arrangement will constitute distributions of securities that are exempt from the prospectus requirements of applicable Canadian Securities Laws. Mountain Province Shares issued pursuant to the Arrangement may be resold in each province and territory of Canada, provided that: (i) Mountain

Province is a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (ii) the trade is not a “control distribution” as defined in NI 45-102; (iii) no unusual effort is made to prepare the market or create a demand for those securities; (iv) no extraordinary commission or consideration is paid in respect of that trade; and (v) if the selling security holder is an “insider” or “officer” of Mountain Province (as such terms are defined by applicable Canadian Securities Laws), the insider or officer has no reasonable grounds to believe that Mountain Province is in default of applicable Canadian Securities Laws.

As a reporting issuer in certain of the provinces of Canada that have adopted MI 61-101 (being Alberta, Manitoba, Ontario and New Brunswick) and an issuer listed on the TSXV (and therefore subject to TSXV Policy 5.9), Kennady is subject to the requirements of MI 61-101. MI 61-101 is intended to regulate certain transactions to ensure the protection and fair treatment of minority shareholders.

MI 61-101 regulates transactions that raise the potential for conflicts of interest, including an “issuer bid”, an “insider bid”, a “related party transaction” and a “business combination” (each as defined in MI 61-101). The Arrangement does not constitute an “issuer bid”, an “insider bid” or a “related party transaction” for Kennady. However, the Arrangement does constitute a “business combination” for purposes of MI 61-101, because it involves an arrangement, as a consequence of which the interest of a holder of equity security of Kennady may be terminated without the holder’s consent, regardless of whether the equity security is replaced with another security.

Under the terms of the Interim Order, the Arrangement must be approved by at least 66 ⅔% of the votes cast on the Arrangement Resolution by the Kennady Shareholders present in person or represented by proxy and entitled to vote at the Kennady Meeting. As a “business combination”, the Arrangement will also need to be approved by at least a majority of the votes cast on the Arrangement Resolution by the Minority Kennady Shareholders (i.e., excluding votes attached to Kennady Shares held by any person described in items (a) through (d) of Section 8.1(2) of MI 61-101) present in person or represented by proxy and entitled to vote at the Kennady Meeting.

As of the Kennady Record Date, Kennady estimates that 17,084,992 Kennady Shares, which are owned or controlled by Mountain Province, the Significant Shareholder and certain directors and officers of Mountain Province (as described in greater detail in the table below), representing approximately 32.3% of the outstanding Kennady Shares on a non-diluted basis, will be excluded in determining whether minority approval of the Arrangement Resolution is obtained. The up to 2,000,000 Kennady Shares expected to be issued to Mountain Province following the Kennady Record Date will also be excluded in determining whether minority approval of the Arrangement Resolution is obtained.

Kennady is not aware of any “prior valuation” in respect of the subject matter of, or that is otherwise relevant to, the Arrangement that has been made in the 24 months before the date of this Circular.

In the absence of an exemption, a “business combination” also requires the issuer to obtain a formal valuation. However, because Kennady is an issuer listed on the TSXV, Kennady is exempt from the formal valuation requirements under Section 4.4(1)(a) of MI 61-101.

As a reporting issuer in certain of the provinces of Canada that have adopted MI 61-101 (being Alberta, Manitoba, Ontario and New Brunswick), Mountain Province is also subject to the requirements of MI 61-101.

The Arrangement does not constitute an “issuer bid”, an “insider bid” or a “business combination” for Mountain Province, but is a “related party transaction” for purposes of MI 61-101, because (i) Kennady is a “related party” of Mountain Province by virtue of the Significant Shareholder being a “control person” (as defined in section 1(1) of the Securities Act) of both Mountain Province and Kennady, and (ii) the Arrangement will result in Mountain Province acquiring Kennady through an arrangement.

In the absence of an exemption, a “related party transaction” requires Mountain Province to obtain (i) a “formal valuation” of the non-cash consideration offered under the Arrangement and the Kennady Shares acquired under the Arrangement, and (ii) “minority approval” of the Arrangement (each as defined in MI 61-101).

Mountain Province is exempt from the requirement to obtain a “formal valuation” in respect of the non-cash consideration offered under the Arrangement and the Kennady Shares acquired under the Arrangement in reliance on section 6.3(2) of MI 61-101, as (i) both the Mountain Province Shares and the Kennady Shares trade on a “published market” (within the meaning of MI 61-101), (ii) neither Mountain Province nor, to the knowledge of Mountain Province after reasonable inquiry, Kennady or the Significant Shareholder, has knowledge of any material information concerning Mountain Province or Kennady, or concerning the securities of Mountain Province or Kennady, that has not been generally disclosed, and (iii) this Circular includes a description of the effect of the distribution on the direct and indirect voting interests of the “related party”.

Mountain Province must, however, obtain “minority approval” of the Arrangement under MI 61-101. Therefore, at the Mountain Province Meeting, Mountain Province will seek Minority Mountain Province Shareholder approval of the Share Issuance Resolution, which shall exclude any Mountain Province Shares held by a Mountain Province Shareholder that meets the criteria set forth in section 8.1(2) of MI 61-101. As of the Mountain Province Record Date, Mountain Province estimates that 38,108,091 Mountain Province Shares, which are owned or controlled by the

Significant Shareholder together with any other “related party” of Kennady (as described in greater detail in the table below), representing approximately 23.8% of the outstanding Mountain Province Shares on a non-diluted basis, will be excluded in determining whether minority approval of the Share Issuance Resolution is obtained.

Mountain Province is not aware of any “prior valuation” in respect of the subject matter of, or that is otherwise relevant to, the Arrangement that has been made in the 24 months before the date of this Circular.

See below for a description of (i) the interest in the Arrangement of every interested party and of the related parties and associated entities of the interested parties, and (ii) the anticipated effects of the Arrangement on the percentage of securities of Mountain Province, or of an affiliated entity of Mountain Province, beneficially owned or controlled by each person referred to in (i).

The following discussion is only a general overview of certain requirements of U.S. Securities Laws that may be applicable to Kennady Shareholders. All holders of Kennady Shares are urged to obtain legal advice to ensure that their resale of Mountain Province Shares complies with applicable U.S. Securities Laws. Further information applicable to the holders of such securities resident in the United States is disclosed in this Circular under the heading “Note to U.S. Securityholders”.

The Mountain Province Shares to be issued to Kennady Shareholders pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and are being issued in reliance on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and exemptions provided under the securities laws of each state of the United States in which the Kennady U.S. Shareholders reside. Section 3(a)(10) of the U.S. Securities Act exempts from the general registration requirements under the U.S. Securities Act securities issued in exchange for one or more bona fide outstanding securities where the terms and conditions of the issuance and exchange are approved by a court of competent jurisdiction that is expressly authorized by Law to grant such approval, after a hearing upon the fairness of such terms and conditions of such issuance and exchange at which all persons to whom the securities will be issued in such exchange have the right to appear and receive timely notice thereof. Accordingly, the Final Order of the Court will, if granted, constitute the basis for the exemption under Section 3(a)(10) from the registration requirements of the U.S. Securities Act with respect to the Mountain Province Shares to be issued to Kennady Shareholders pursuant to the Arrangement.

Resales of Mountain Province Shares within the United States after the Completion of the Arrangement

The Mountain Province Shares to be issued to Kennady Shareholders pursuant to the Arrangement will be freely tradable under the U.S. Securities Act, except by persons who are “affiliates” of Mountain Province after the Arrangement or were affiliates of Mountain Province within 90 days prior to completion of the Arrangement. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

Any resale of such Mountain Province Shares by such an affiliate (or, if applicable, former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. Subject to certain limitations, such affiliates (and former affiliates) may immediately resell such Mountain Province Shares outside the United States without registration under the U.S. Securities Act pursuant to and in accordance with Regulation S under the U.S. Securities Act. Such Mountain Province Shares may also be resold in transactions completed in accordance with Rule 144 under the U.S. Securities Act, if available.

The foregoing discussion is only a general overview of certain requirements of the U.S. Securities Act applicable to the resale of the Mountain Province Shares to be issued to Kennady Shareholders pursuant to the Arrangement. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

The Arrangement is proposed to be carried out pursuant to Section 182 of the OBCA. Other than obtaining Kennady Shareholder Approval at the Kennady Meeting and Mountain Province Shareholder Approval at the Mountain Province Meeting, receipt of the Final Order and the approval of the TSXV, TSX and Nasdaq, Kennady and Mountain Province do not anticipate being required to seek any material approval, consent or other action from any federal, provincial, state or foreign government or any administrative or regulatory agency in order to complete the Arrangement. In the event that any such approvals or consents are determined to be required, such approvals or consents will be sought, although any such additional requirements could delay the Effective Date or prevent the completion of the Arrangement. While there can be no assurance that any regulatory consents or approvals that are determined to be required will be obtained, Kennady and Mountain Province currently anticipate that any such consents and approvals that are determined to be required will have been obtained or otherwise resolved by the Effective Date.

The following is, as of the date of this Circular, a summary of the principal Canadian federal income tax considerations generally applicable under the Tax Act to Kennady Shareholders who exchange their Kennady Shares for Mountain Province Shares pursuant to the Arrangement and who, at all relevant times, for purposes of the Tax Act: (a) deal at arm’s length with Kennady and Mountain Province; (b) are not “affiliated” (within the meaning of the Tax Act) with Kennady or Mountain Province; (c) hold their Kennady Shares as capital property; and (d) will hold their Mountain Province Shares as capital property (a “Holder”). Generally, Kennady Shares and Mountain Province Shares will be considered to be capital property to the holder thereof provided that they are not held in the course of carrying on a business of buying and selling securities and have not been acquired in one or more transactions considered to be an adventure or concern in the nature of trade. Certain Kennady Shareholders who might not otherwise be considered to hold their Kennady Shares or Mountain Province Shares as capital property may, in certain circumstances, be entitled to have their Kennady Shares and Mountain Province Shares, and any other “Canadian security” (as defined in the Tax Act), owned by such holders in the taxation year in which the election is made, and in all subsequent taxation years, treated as capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Kennady Shareholders should consult their own tax advisors regarding the potential application and consequences of this election in their particular circumstances.

This summary is not applicable to a Holder: (i) that is a “financial institution” (as defined in the Tax Act for the purposes of the mark-to-market rules), (ii) an interest in which is a “tax shelter investment” (as defined in the Tax Act), (iii) that is a “specified financial institution” (as defined in the Tax Act), (iv) that has made a “functional currency” election under section 261 of the Tax Act, (v) that has received, or receives, Kennady Shares or Mountain Province Shares upon exercise of a stock option, (vi) that has entered into, or enters into, a “derivative forward agreement” (as defined in the Tax Act) with respect to its Kennady Shares or Mountain Province Shares, or (vii) that receives dividends on Mountain Province Shares under or as part of a “dividend rental arrangement” (as defined in the Tax Act). Such holders should consult their own tax advisors.

This summary also does not address the tax election discussed in this Circular under the heading “The Arrangement – Description of the Arrangement – Tax Election for Certain Kennady Shareholders” that may be available to holders of Kennady Shares who do not hold (and are not deemed to hold) their Kennady Shares as capital property. Such Kennady Shareholders should consult their own tax advisors regarding the potential Canadian federal income tax considerations applicable to them in their particular circumstances, including eligibility for the election and the potential consequences to them of making the election.

This summary is based upon the provisions of the Tax Act in force on the date of this Circular and the current published administrative policies and assessing practices of the CRA publicly available prior to the date of this Circular. This summary takes into account all specific proposals to amend the Tax Act which have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this Circular (the “Proposed Amendments”) and assumes that the Proposed Amendments will be enacted in their current form. There can be no assurance that any of the Proposed Amendments will be implemented in their current form or at all. Except for the Proposed Amendments, this summary does not otherwise take into account or anticipate any changes in law, whether by legislative, governmental or judicial decision or action, or changes in the administrative or assessing practices and policies of the CRA. In addition, this summary does not take into account other federal or any provincial, territorial or foreign tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed in this Circular.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to a Holder in respect of the transactions described herein. The income or other tax consequences will vary depending on the particular circumstances of the Holder, including the province or provinces in which the Holder resides or carries on business. Accordingly, this summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice or representations to any particular Holder. Moreover, no advance income tax ruling has been applied for or obtained from the CRA to confirm the tax consequences of any of the transactions described herein. Holders should consult their own legal and tax

advisors for advice with respect to the tax consequences of the transactions described in this Circular based on their particular circumstances.

The following portion of this summary is generally applicable to a Holder who at all relevant times, for purposes of the Tax Act, is or is deemed to be resident in Canada (a “Resident Holder”). The following portion of this summary, other than the portion under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Shareholders”, applies to Resident Holders that are not Dissenting Shareholders.

A Resident Holder that receives Mountain Province Shares in exchange for its Kennady Shares pursuant to the Arrangement will generally be eligible to treat the exchange as an automatic tax-deferred rollover under the provisions of section 85.1 of the Tax Act, with the result that such Resident Holder will be deemed to have disposed of its Kennady Shares for proceeds of disposition equal to the adjusted cost base of such shares immediately before the disposition, and to have acquired the Mountain Province Shares received by it pursuant to the Arrangement at a cost equal to such adjusted cost base. A Resident Holder’s cost of Mountain Province Shares received pursuant to the Arrangement will be averaged with the adjusted cost base of all other Mountain Province Shares held by such Resident Holder as capital property immediately prior to the Effective Time for purposes of determining the adjusted cost base of each Mountain Province Share held by such Resident Holder immediately after the Effective Time.

The automatic tax-deferral treatment described above in connection with a Resident Holder’s exchange of Kennady Shares for Mountain Province Shares pursuant to the Arrangement will not apply where the Resident Holder has, in its income tax return for the taxation year in which the exchange takes place, included in computing its income for the year any portion of the gain or loss otherwise determined from the disposition of such exchanged Kennady Shares. A Resident Holder that includes in income any portion of the gain or loss otherwise determined in respect of the disposition of its Kennady Shares in exchange for Mountain Province Shares pursuant to the Arrangement will be deemed to have disposed of such exchanged Kennady Shares for proceeds of disposition equal to the fair market value of the Mountain Province Shares received in exchange therefor, and to have acquired such Mountain Province Shares at a cost equal to the fair market value of such exchanged Kennady Shares.

For a description of the treatment of capital gains and capital losses, see “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for the year, and one-half of any capital loss (an “allowable capital loss”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year may generally be carried back and deducted in any of the three preceding taxation years, or carried forward and deducted in any subsequent taxation year, against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of its Kennady Shares may be reduced by the amount of dividends received by it on its Kennady Shares, to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that receives and disposes of Kennady Shares, directly or indirectly, through a partnership or a trust. Such Resident Holders should consult their own tax advisors.

Resident Holders that, throughout the taxation year, are “Canadian-controlled private corporations” (as defined in the Tax Act) may be liable for an additional tax (refundable in certain circumstances) in respect of taxable capital gains realized on the disposition of their Kennady Shares.

Capital gains realized by a Resident Holder that is an individual (including certain trusts) on the disposition of Kennady Shares may increase the Resident Holder’s liability for alternative minimum tax.

A Resident Holder that receives Mountain Province Shares pursuant to the Arrangement will be required to include in computing its income for a taxation year any dividends received by it or deemed to be received by it in the year on such shares.

In the case of a Resident Holder that is an individual, the amount of any such dividend will be subject to the normal dividend gross-up and tax credit rules generally applicable to dividends received from a taxable Canadian corporation, including the enhanced gross-up and dividend tax credit if such dividends are properly designated as “eligible dividends” by Mountain Province. Taxable dividends received by a Resident Holder that is an individual (including certain trusts) may increase such Resident Holder’s liability for alternative minimum tax.

In the case of a Resident Holder that is a corporation, the amount of any taxable dividend included in the Resident Holder’s income for the taxation year generally will be deductible in computing the Resident Holder’s taxable income. In certain circumstances, subsection 55(2) of the Tax Act may deem a taxable dividend received by a Resident Holder that is a corporation to be proceeds of disposition or a capital gain. A Resident Holder that is a “private corporation” (as defined in the Tax Act) or any other corporation resident in Canada controlled, whether because of a beneficial interest in one or more trusts or otherwise, by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts), may be liable to pay tax (refundable in certain circumstances) under Part IV of the Tax Act on any taxable dividend to the extent such dividend is deductible in computing the Resident Holder’s taxable income for the year.

On the disposition or deemed disposition by a Resident Holder of its Mountain Province Shares acquired pursuant to the Arrangement (other than a disposition to Mountain Province), the Resident Holder will generally realize a capital gain (or capital loss) equal to the amount by which the Resident Holder’s proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder of those shares immediately before the disposition. Any such capital gain or capital loss will be treated in the same manner as described above with respect to the Kennady Shares under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

The following portion of this summary applies to Resident Holders that are Dissenting Shareholders.

A Resident Holder who, as a result of the exercise of Dissent Rights, is entitled to be paid the fair market value of its Kennady Shares by Kennady will be deemed to have received a dividend equal to the amount, if any, by which the payment received exceeds the “paid-up capital” (determined for purposes of the Tax Act) attributable to such shares immediately before their surrender to Kennady pursuant to the Arrangement. The amount of any such deemed dividend will be included in calculating such Dissenting Shareholder’s income for the taxation year and will reduce the proceeds of disposition for purposes of computing the Dissenting Shareholder’s capital gain or capital loss on the disposition of its Kennady Shares. Any such capital gain or capital loss realized by a dissenting Resident Holder will be subject to the same tax treatment as described above under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

Interest, if any, awarded by the Court to a Resident Holder who is a Dissenting Shareholder will be included in the Resident Holder’s income for the purposes of the Tax Act. In addition, a Resident Holder who is a Dissenting Shareholder that, throughout the relevant taxation year, is a “Canadian-controlled private corporation” as defined in the Tax Act may be liable for an additional tax (refundable in certain circumstances) in respect of such interest.

Under the Plan of Arrangement, Kennady Shareholders who for any reason are not entitled to be paid the fair value of their Kennady Shares will be treated as if they had participated in the Arrangement on the same basis as non- dissenting Kennady Shareholders. The principal Canadian federal income tax considerations generally applicable to such Kennady Shareholders who are Resident Holders in connection with their Kennady Shares will be the same as those described above in connection with Resident Holders who do not exercise Dissent Rights.

The following portion of this summary is generally applicable to a Holder who at all relevant times, for purposes of the Tax Act, (i) is not resident in Canada or is deemed not to be resident in Canada, (ii) does not use or hold and is not deemed to use or hold its Kennady Shares (and any Mountain Province Shares) in, or in the course of carrying on, a business in Canada, (iii) is not a person who carries on an insurance business in Canada and elsewhere, (iv) is not an “authorized foreign bank” (as defined in the Tax Act), and (v) is not a “foreign affiliate” (as defined in the Tax Act) of a person resident in Canada at the end of the Holder’s taxation year in which the Effective Time occurs (a “Non- Resident Holder”). The following portion of this summary, other than the portion under the heading “Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Shareholders”, applies to Non- Resident Holders that are not Dissenting Shareholders.

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any gain realized on the disposition of its Kennady Shares pursuant to the Arrangement unless the Kennady Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.

A Kennady Share will generally only be “taxable Canadian property” of a Non-Resident Holder if, at any time during the 60-month period immediately preceding the disposition of such Kennady Share, (i) the Non-Resident Holder, either alone or together with persons with whom the Non-Resident Holder did not deal at arm’s length or with any partnership in which the Non-Resident Holder or persons with whom the Non-Resident Holder did not deal at arm’s length held a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class of Kennady, and (ii) more than 50% of the fair market value of the Kennady Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” or “timber resource properties” (each as defined in the Tax Act) or an option in respect of, interests in, or civil law rights in, any such properties. A Kennady Share may be deemed to be “taxable Canadian property” in certain other circumstances. Non-Resident Holders should consult their own tax advisors as to whether their Kennady Shares constitute “taxable Canadian property”.

Even if the Kennady Shares are “taxable Canadian property” to a Non-Resident Holder, such Non-Resident Holder may be exempt from Canadian tax on the disposition of such Kennady Shares by virtue of an applicable income tax treaty or convention. Non-Resident Holders whose Kennady Shares constitute “taxable Canadian property” should consult their own tax advisors in this regard.

If the Kennady Shares are “taxable Canadian property” to a Non-Resident Holder and such Non-Resident Holder is not exempt from Canadian tax in respect of the disposition of such Kennady Shares pursuant to an applicable income tax treaty or convention, the tax consequences to such Non-Resident Holder arising on the exchange of their Kennady Shares for Mountain Province Shares pursuant to the Arrangement will be similar to those described above under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Exchange of Kennady Shares for Mountain Province Shares”, including eligibility for the tax-deferred rollover under section 85.1 of the Tax Act.

A Non-Resident Holder that receives Mountain Province Shares pursuant to the Arrangement will be subject to Canadian withholding tax on the amount of any dividends received by it, or deemed to be received by it, on such Mountain Province Shares. Under the Tax Act, the rate of withholding is 25% of the gross amount of the dividend.

The withholding rate may be reduced pursuant to the provisions of an applicable income tax treaty or convention. Under the Canada–United States Tax Convention (1980), as amended (the “Canada–US Tax Treaty”), the withholding rate on any such dividend beneficially owned by a Non-Resident Holder that is a resident of the United States for purposes of the Canada–US Tax Treaty and fully entitled to the benefits of such treaty is generally reduced to 15%.

Non-Resident Holders who wish to claim a reduced withholding tax rate under an applicable income tax treaty or convention on any dividends paid on Mountain Province Shares received by them pursuant to the Arrangement will be required to submit a duly completed and signed copy of CRA form NR301 – “Declaration of Eligibility for Benefits Under a Tax Treaty for a Non-Resident Taxpayer” (or form NR302 or NR303, as applicable) to the Depositary. Non- Resident Holders should consult their own tax advisors to determine their entitlement to relief under any applicable income tax treaty or convention and for assistance in completing their required form, if any.

A Non-Resident Holder will not be subject to Canadian tax in respect of any capital gain realized on the disposition of its Mountain Province Shares acquired pursuant to the Arrangement unless such shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.

Subject to the immediately following paragraph, provided that the Mountain Province Shares are listed on a Designated Stock Exchange (which currently includes the TSX) at the time they are disposed of by the Non-Resident Holder, the considerations applicable to determining whether the Mountain Province Shares constitute “taxable Canadian property” of the Non-Resident Holder, and the resultant Canadian income tax consequences if such Mountain Province Shares are “taxable Canadian property”, are similar to those discussed above with respect to a Non-Resident Holder’s Kennady Shares under the heading “Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Exchange of Kennady Shares for Mountain Province Shares”.

If (i) the Kennady Shares transferred by a Non-Resident Holder to Mountain Province pursuant to the Arrangement in exchange for Mountain Province Shares constitute “taxable Canadian property” of the Non-Resident Holder at the time of the exchange, such that the Canadian tax consequences applicable to the Non-Resident Holder in respect of the exchange are similar to those applicable to a Resident Holder with respect to the exchange of Kennady Shares for Mountain Province Shares pursuant to the Arrangement as discussed above under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Exchange of Kennady Shares for Mountain Province Shares”, including being eligible for the tax-deferred rollover under section 85.1 of the Tax Act in respect of such exchange, and (ii) the Non-Resident Holder does not elect out of the tax-deferred rollover under section 85.1 of the Tax Act in respect of such exchange, then the Mountain Province Shares received by the Non-Resident Holder pursuant to the Arrangement will be deemed to be “taxable Canadian property” of the Non-Resident Holder for a period of 60 months following the Effective Date.

If the Mountain Province Shares are not listed on a Designated Stock Exchange at the time they are disposed of by a Non-Resident Holder, such shares will constitute “taxable Canadian property” of the Non-Resident Holder if, at any time in the 60-month period immediately preceding the disposition, more than 50% of the fair market value of such shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” or “timber resource properties” (each as defined in the Tax Act), or an option in respect of, or interests in, or for civil law rights in, any such properties.

Even if the Mountain Province Shares are “taxable Canadian property” of a Non-Resident Holder, such Non-Resident Holder may be exempt from Canadian tax on any capital gain realized on the disposition of such shares by virtue of an applicable income tax treaty or convention to which Canada is a signatory. Non-Resident Holders should consult their own tax advisors in this regard. If the Mountain Province Shares constitute “taxable Canadian property” of a Non-Resident Holder and such Non-Resident Holder is not eligible for relief pursuant to an applicable income tax treaty or convention, the Non-Resident Holder will be required to include one-half of any capital gain realized on the disposition of such shares in income as a taxable capital gain.

The following portion of this summary applies to Non-Resident Holders that are Dissenting Shareholders.

A Non-Resident Holder who, as a result of the exercise of Dissent Rights, is entitled to be paid the fair market value of its Kennady Shares by Kennady will be deemed to have received a dividend equal to the amount, if any, by which such payment exceeds the “paid-up capital” (determined for purposes of the Tax Act) attributable to such shares immediately before their surrender to Kennady pursuant to the Arrangement. Any such deemed dividend will be subject to non-resident withholding tax under the Tax Act at a rate of 25% of the gross amount of the dividend, unless the rate is reduced by an applicable income tax treaty or convention.

The amount of any such deemed dividend will reduce the proceeds of disposition for purposes of computing the Dissenting Shareholder’s capital gain or capital loss on the disposition of its Kennady Shares. Any such capital gain or capital loss will be subject to the same considerations and tax treatment as a capital gain or capital loss realized on the disposition of Kennady Shares pursuant to the Plan of Arrangement by a Non-Resident Holder who is not a Dissenting Shareholder, as described above under the heading “Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Exchange of Kennady Shares for Mountain Province Shares”.

Interest, if any, awarded by the Court to a Non-Resident Holder who is a Dissenting Shareholder will not be subject to Canadian withholding tax.

Under the Plan of Arrangement, Kennady Shareholders who for any reason are not entitled to be paid the fair value of their Kennady Shares will be treated as if they had participated in the Arrangement on the same basis as non- dissenting Kennady Shareholders. The principal Canadian federal income tax considerations generally applicable to such Kennady Shareholders who are Non-Resident Holders in connection with their Kennady Shares will be the same as those described above in connection with Non-Resident Holders who do not exercise Dissent Rights.

Based on the provisions of the Tax Act in force on the date of this Circular, the Mountain Province Shares received by Kennady Shareholders pursuant to the Arrangement will be “qualified investments” under the Tax Act at a particular time for a trust governed by a registered retirement savings plan (“RRSP”), registered retirement income fund (“RRIF”), deferred profit sharing plan, registered education savings plan (“RESP”), registered disability savings plan (“RDSP”) and tax-free savings account (“TFSA”) (all as defined in the Tax Act) (collectively, “Registered Plans”), provided that, at the particular time, the Mountain Province Shares are listed on a Designated Stock Exchange (which currently includes the TSX) or Mountain Province is a “public corporation” (within the meaning of the Tax Act);

Notwithstanding that the Mountain Province Shares may be “qualified investments” under the Tax Act for Registered Plans as described above, an annuitant under a RRSP or RRIF, a holder of a RDSP or TFSA, or a subscriber of a RESP that holds Mountain Province Shares will be subject to a penalty tax if such shares or warrants are a “prohibited investment” for such RRSP, RRIF, RDSP, TFSA or RESP under the Tax Act. Mountain Province Shares will not be a “prohibited investment” for a RRSP, RRIF, RDSP, TFSA or RESP held by a particular annuitant, holder or subscriber provided the annuitant, holder or subscriber deals at arm’s length with Mountain Province for purposes of the Tax Act and does not have a “significant interest” (as defined in the Tax Act) in Mountain Province. In addition, Mountain Province Shares will generally not be a “prohibited investment” if they are “excluded property” (as defined in subsection 207.01(1) of the Tax Act).

Annuitants under a RRSP or RRIF, holders of a RDSP or TFSA, and subscribers of a RESP should consult their own tax advisors as to whether Mountain Province Shares will be a “prohibited investment”, including whether they will be “excluded property”, in their particular circumstances.

The following discussion summarizes certain U.S. federal income tax consequences generally applicable to U.S. Holders (as defined below) of Kennady Shares relating to the exchange of Kennady Shares for Mountain Province Shares pursuant to the Arrangement and to the ownership and disposition of Mountain Province Shares received pursuant to the Arrangement. Except as expressly provided otherwise below, this discussion applies only to U.S. Holders that hold their Kennady Shares and will hold their Mountain Province Shares received pursuant to the Arrangement as capital assets (generally, property held for investment purposes). This section does not apply to holders subject to special rules, including brokers, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, tax-exempt organizations, insurance companies, banks, thrifts and other financial institutions, persons liable for alternative minimum tax, persons that own or have owned, directly, indirectly or constructively, 10% or more (by vote or value) of Kennady’s or Mountain Province’s equity, persons that own or will own, directly, indirectly or constructively, 5% or more (by vote or value) of Mountain Province’s equity after the Arrangement, persons that hold an interest in an entity that holds Kennady Shares or Mountain Province Shares, persons that hold Kennady Shares or Mountain Province Shares as part of a hedging, integration, conversion or constructive sale transaction or a straddle, or persons whose functional currency is not the U.S. dollar.

This discussion does not purport to be a complete analysis of all of the potential U.S. federal income tax considerations that may be relevant to U.S. Holders in light of their particular circumstances. Furthermore, it does not address any aspect of non-U.S., state, local or estate or gift taxation. Each holder should consult its own tax advisor as to the U.S. federal, state, local, non-U.S. and any other tax consequences of the Arrangement and the ownership and disposition of Mountain Province Shares. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), existing and proposed U.S. Treasury regulations, published rulings and court decisions, and the Canada-United States Income Tax Convention (1980) (the “Convention”), all as in effect as of the date of this Circular, and any of which may be repealed, revoked or modified (possibly with retroactive effect) so as to result in U.S. federal income tax consequences different from those discussed below.

If a partnership or other pass-through entity holds Kennady Shares or Mountain Province Shares, the U.S. federal income tax treatment of a partner, beneficiary or other stakeholder will generally depend on the status of that person and the tax treatment of the pass-through entity. A partner, beneficiary or other stakeholder in a pass-through entity holding Kennady Shares or Mountain Province Shares should consult its own tax advisor with regard to the U.S. federal income tax treatment of the Arrangement and the ownership and disposition of Mountain Province Shares.

A “U.S. Holder” is a beneficial owner of Kennady Shares or Mountain Province Shares who, for U.S. federal income tax purposes, is a citizen or individual resident of the United States, a corporation (or other entity classified as a corporation for U.S. federal income tax purposes), that is created or organized in or under the laws of the United States, or any political subdivision thereof or therein, an estate whose income is subject to U.S. federal income tax regardless of its source, or a trust (i) if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) that validly elects to be treated as a U.S. person for U.S. federal income tax purposes.

The following discussion is for general information purposes only, does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular U.S. Holder in light of such holder’s circumstances and income tax situation, and is not intended to be, nor should it be construed to be, legal or tax advice to any U.S. Holder. No opinion or representation with respect to the U.S. federal income tax consequences to any such U.S. Holder is made. Each U.S. Holder is urged to consult its own tax advisor regarding the particular tax consequences to it of the transactions contemplated by the Arrangement, including the application of U.S. federal, state and local tax laws, as well as any applicable non-U.S. tax laws, to a U.S. Holder’s particular situation, and of any change in applicable tax laws.

Exchange of Kennady Shares for Mountain Province Shares in the Arrangement

Although the matter is not free from doubt, it is anticipated that the exchange of Kennady Shares for Mountain Province Shares will qualify as a reorganization within the meaning of Section 368(a) of the Code (a “Reorganization”). Because the determination of whether the Arrangement qualifies as a Reorganization depends on the resolution of complex issues and facts, some of which will not be known until the closing of the Arrangement, there can be no assurance that the Arrangement will qualify as a Reorganization. In order for the Arrangement to qualify as a Reorganization, among other things, the consideration paid by Mountain Province to a holder of Kennady Shares must consist solely of Mountain Province Shares. Thus, qualification of the Arrangement as a Reorganization will depend, among other things, on the absence of any payment of non-qualifying consideration (e.g., cash) to holders of Kennady Shares. In the Arrangement, if Kennady Shares are purchased from holders exercising Dissent Rights with cash received either directly or indirectly from Mountain Province, it will be treated as an indirect acquisition of Kennady Shares by Mountain Province for cash and thereby prevent the Arrangement from qualifying as a Reorganization. At the time of this Circular, Kennady does not know whether there will be any holders of Kennady Shares exercising Dissent Rights. If there are holders of Kennady Shares exercising Dissent Rights, Kennady anticipates that it will have sufficient cash, independent of any cash it receives from Mountain Province, to satisfy the claims of such holders.

Subject to the discussion below regarding the application of the passive foreign investment company (“PFIC”) rules to the Arrangement, and assuming the exchange of Kennady Shares for Mountain Province Shares qualifies as a reorganization under Section 368(a) of the Code, a U.S. Holder of Kennady Shares will not recognize any gain or loss on the exchange of its shares for Mountain Province Shares. The aggregate basis of the Mountain Province Shares received in the exchange should be the same as the aggregate basis of the Kennady Shares for which they are exchanged. The holding period of Mountain Province Shares received in the exchange will include the holding period of the Kennady Shares for which they are exchanged. If a U.S. Holder holds different blocks of Kennady Shares (generally as a result of having acquired different blocks of shares at different times or at different costs), such U.S. Holder’s tax basis and holding period in its Mountain Province Shares may be determined with reference to each block of Kennady Shares for which they are exchanged. The IRS could challenge a U.S. Holder’s treatment of the Arrangement as a reorganization under Section 368(a) of the Code. If this treatment were successfully challenged, the Arrangement would be treated as a taxable transaction, with the consequences described immediately below.

Subject to the discussion below regarding the application of the PFIC rules to the Arrangement, if the exchange of Kennady Shares for Mountain Province Shares does not qualify as a reorganization under Section 368(a) of the Code, a U.S. Holder of Kennady Shares will recognize gain or loss on the exchange of its shares for Mountain Province Shares equal to the difference between the fair market value of the Mountain Province Shares received and the adjusted basis in the Kennady Shares surrendered. For this purpose, U.S. Holders of Kennady Shares must calculate gain or loss separately for each identified block of Kennady Shares exchanged (that is, Kennady Shares acquired at the same cost in a single transaction). The basis of each of the Mountain Province Shares received in the exchange will equal its fair market value on the date of the exchange, and the holding period for the Mountain Province Shares will begin on the day after the exchange. Any gain or loss described in this paragraph will be capital gain or loss, and will be long-term capital gain or loss if such Kennady Shares were held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Gain on the disposition of stock in a corporation treated as a PFIC with respect to a U.S. Holder is subject to special adverse U.S. federal income tax rules, discussed more fully below under the heading “U.S. Federal Income Tax Considerations Relating to the Mountain Province Shares”, unless such holder has timely made certain elections. Kennady likely may be, or may have been, classified as a PFIC.

A non-U.S. corporation is a PFIC for each tax year in which either (i) 75% or more of its gross income is passive income (as defined for U.S. federal income tax purposes) or (ii) 50% or more of the value of its assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets. For purposes of the PFIC provisions, “passive income” generally includes dividends, interest, certain royalties and rents, certain gains from the sale of stock and securities, and certain gains from commodities transactions. In determining whether or not it is a PFIC, a non-U.S. corporation is required to take into account its pro rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value).

Based on the nature of Kennady’s income, assets and activities, it is likely that Kennady may be or may have been classified as a PFIC. Because the PFIC determination is made annually at the close of the taxable year in question on the basis of facts and circumstances that may be beyond Kennady’s control, and because the principles and methodology for applying the PFIC tests are not entirely clear, there can be no assurance that Kennady will not be a PFIC in the current taxable year.

Based on the nature of Mountain Province’s income, assets and activities, it is likely that Mountain Province will be classified as a PFIC in the current and future taxable years. However, because the PFIC determination is made annually at the close of the taxable year in question on the basis of facts and circumstances that may be beyond Mountain Province’s control, and because the principles and methodology for applying the PFIC tests are not entirely clear, there can be no assurance that Mountain Province will not be a PFIC in the current or subsequent taxable years.

Application of the Passive Foreign Investment Company Rules to the Arrangement

Under proposed U.S. Treasury regulations (the “Proposed PFIC Regulations”), a Non-Electing Shareholder (as defined below) does not recognize gain (beyond gain that would otherwise be recognized under the applicable non- recognition rules) on the disposition of stock in a PFIC if the disposition results from a non-recognition transfer in which the stock of the PFIC is exchanged solely for stock of another corporation that qualifies as a PFIC for its taxable year that includes the day after the non-recognition transfer. If finalized in their current form, the Proposed PFIC Regulations would be effective for transactions occurring on or after April 11, 1992, including the Arrangement.

If Mountain Province and Kennady are both classified as PFICs, as is likely, under the Proposed PFIC Regulations, a Non-Electing Shareholder would not recognize gain (beyond gain that would otherwise be recognized under the applicable non-recognition rules) on the exchange of Kennady Shares. However, the proposed U.S. Treasury regulations have not been adopted in final form and there is no assurance they will be adopted in final form and with the effective date proposed. It is uncertain whether the IRS would consider the proposed U.S. Treasury regulations to be effective for purposes of determining the U.S. federal income tax treatment of the Arrangement.

If Kennady were treated as a PFIC with respect to a U.S. Holder but either (i) Mountain Province were not treated as PFIC for the current taxable year, and if the Proposed PFIC Regulations were finalized in their current form and made applicable to the Arrangement (even if such finalization occurs after completion of the Arrangement) or (ii) the Arrangement was otherwise treated as a taxable transaction, then the exchange of Kennady Shares for Mountain Province Shares would be a fully taxable transaction for such U.S. Holder. Any gain realized would be subject to the rules described below under the heading “U.S. Federal Income Tax Considerations Relating to the Mountain Province Shares--PFIC Rules Related to the Ownership and Disposition of Mountain Province Shares.”

The PFIC rules are complex, and the implementation of certain aspects of the PFIC rules requires the issuance of U.S. Treasury regulations which in many instances have not been promulgated and which, when promulgated, may have retroactive effect. U.S. Holders should consult their own tax advisors about the potential applicability of the PFIC rules to the Arrangement, including the application of any information reporting requirements related to the ownership and disposition of shares of a PFIC.

A U.S. Holder of the Kennady Shares that exercises Dissent Rights in the Arrangement and is paid cash in exchange for all of its Kennady Shares generally will recognize gain or loss in an amount equal to the difference, if any, between (a) amount of cash received pursuant to the Arrangement and (b) the U.S. Holder’s adjusted tax basis in such Kennady Shares. Such gain or loss would be long-term capital gain or loss if the U.S. Holder’s holding period for such Kennady Shares was more than one year at the time of the exchange. Preferential tax rates for long-term capital gains are generally applicable to a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains applicable to a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations. Notwithstanding the foregoing, if Kennady has been a PFIC at any time during which a U.S. Holder has held the Shares, which is likely, such gain, if any, will be taxable in the manner described above under “U.S. Federal Income Tax Considerations Relating to the Mountain Province Shares.”

U.S. Federal Income Tax Considerations Relating to the Mountain Province Shares

PFIC Rules Related to the Ownership and Disposition of Mountain Province Shares

Assuming Mountain Province were classified as a PFIC, a U.S. Holder who does not make a QEF election or a Mark- to-Market Election, as discussed below, would be required to report any gain on the disposition of any Mountain Province Shares as ordinary income, rather than as capital gain, and to compute the tax liability on the gain and any “Excess Distribution” (as defined below) received in respect of the Mountain Province Shares as if such items had been earned ratably over each day in the U.S. Holder’s holding period (or a portion thereof) for the Mountain Province Shares. The amounts allocated to the taxable year of disposition and to years before Mountain Province became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax attributable to the allocated amount. An “Excess Distribution” is the amount by which distributions received by a U.S. Holder during a taxable year in respect of its Mountain Province Shares exceed 125% of the average amount of distributions in respect thereof received during the three preceding taxable years (or, if shorter, the U.S. Holder’s holding period for the Mountain Province Shares). For purposes of these rules, gifts, exchanges pursuant to corporate reorganizations and use of the Mountain Province Shares as security for a loan may be treated as a taxable disposition of the Mountain Province Shares.

Certain additional adverse tax rules will apply to a U.S. Holder for any taxable year in which Mountain Province is treated as a PFIC with respect to such U.S. Holder and any of Mountain Province’s subsidiaries is also treated as a PFIC (a “Subsidiary PFIC”). In such a case, the U.S. Holder will generally be deemed to own its proportionate interest (by value) in any Subsidiary PFIC and be subject to the PFIC rules described above with respect to the Subsidiary PFIC regardless of such U.S. Holder’s percentage ownership in Mountain Province.

The tax consequences described above may be mitigated if a U.S. Holder of Mountain Province Shares makes a timely “qualified electing fund” election (a “QEF election”) with respect to its interest in the PFIC provided Mountain Province provides the necessary information regarding its ordinary earnings and net capital gain. Consequently, if Mountain Province is classified as a PFIC, it would likely be advantageous for a U.S. Holder to elect to treat Mountain Province as a “qualified electing fund” (a “QEF”) with respect to such U.S. Holder in the first year in which it holds Mountain Province Shares. If a U.S. Holder makes a timely QEF election with respect to Mountain Province, the electing U.S. Holder would be required in each taxable year that Mountain Province is considered a PFIC to include in gross income (i) as ordinary income, the U.S. Holder’s pro rata share of the ordinary earnings of Mountain Province and (ii) as capital gain, the U.S. Holder’s pro rata share of the net capital gain (if any) of Mountain Province, whether or not the ordinary earnings or net capital gain are distributed. An electing U.S. Holder’s basis in Mountain Province Shares will be increased to reflect the amount of any taxed but undistributed income. Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the Mountain Province Shares and will not be taxed again as distributions to the U.S. Holder. Each U.S. Holder is urged to consult its own tax advisor regarding the availability of, and procedure for making, a QEF election. A U.S. Holder that does not make a timely QEF election is referred to in this summary as a “Non-Electing Shareholder.”

A QEF election made with respect to Mountain Province will not apply to any Subsidiary PFIC; a QEF election must be made separately for each Subsidiary PFIC (in which case the treatment described above would apply to such

Subsidiary PFIC). If a U.S. Holder makes a timely QEF election with respect to a Subsidiary PFIC, it would be required in each taxable year to include in gross income its pro rata share of the ordinary earnings and net capital gain of such Subsidiary PFIC, but may not receive a distribution of such income. Such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge (which would not be deductible for U.S. federal income tax purposes if the U.S. Holder were an individual).

The U.S. federal income tax on any gain from the disposition of Mountain Province Shares or from the receipt of Excess Distributions may be greater than the tax would be if a timely QEF election is made. U.S. Holders are urged to consult their own tax advisors regarding the advisability and availability of making a QEF election with respect to Mountain Province and any Subsidiary PFIC.

Alternatively, a U.S. Holder of Mountain Province Shares is not subject to the excess distribution regime if the U.S. Holder has made a timely and effective election to mark the Mountain Province Shares to market, provided the Mountain Province Shares are treated as regularly traded on a qualified exchange or other market within the meaning of the applicable U.S. Treasury regulations (a “Mark-to-Market Election”). In the case of any U.S. Holder that has timely made an effective Mark-to-Market Election, gain realized by such holder from the sale of Mountain Province Shares generally would be taxed at ordinary income tax rates. A U.S. Holder makes the Mark-to-Market Election by filing IRS Form 8621 with its tax return.

In addition to the rules described above, in any year in which Mountain Province is a PFIC, a U.S. Holder may be required to file an annual report on IRS Form 8621 containing such information as U.S. Treasury regulations and/or other IRS guidance may require. U.S. Holders are urged to consult their own tax advisors regarding the tax consequences which would arise if Mountain Province were treated as a PFIC for any taxable year.

The Mountain Province Shares – Distributions on the Mountain Province Shares

Subject to the PFIC rules discussed above, a U.S. Holder that receives a distribution, including a constructive distribution, with respect to a Mountain Province Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of Mountain Province, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of Mountain Province, such distribution will generally be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Mountain Province Shares (causing a reduction in the adjusted basis of the Mountain Province Shares, thereby increasing the amount of gain or decreasing the amount of loss that a U.S. Holder would recognize on a subsequent disposition of Mountain Province Shares) and thereafter as a capital gain from the sale or exchange of such Mountain Province Shares (see “The Mountain Province Shares – Sale, Exchange or Other Taxable Disposition of Mountain Province Shares” below). However, Mountain Province may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by Mountain Province with respect to the Mountain Province Shares will constitute ordinary dividend income. Dividends received on Mountain Province Shares generally will not constitute dividend income eligible for the “dividends received deduction”.

If Mountain Province is eligible for the benefits of the Convention or the Mountain Province Shares are readily tradable on a U.S. securities market, dividends paid by Mountain Province to non-corporate U.S. Holders, including individuals, generally will be eligible for preferential tax rates, provided certain holding period requirements are met and certain other conditions are satisfied, including that Mountain Province not be classified as a PFIC in the tax year of distribution or in the preceding tax year.

If a U.S. Holder is not eligible for the preferential tax rates discussed above, or the PFIC rules apply, a dividend paid by Mountain Province to a U.S. Holder generally will be taxed at ordinary income tax rates. The dividend rules are complex, and each U.S. Holder is urged to consult its own tax advisor regarding the application of such rules.

The amount of any dividend paid in Canadian dollars (including amounts withheld to pay Canadian withholding taxes) will equal the U.S. dollar value of the Canadian dollars calculated by reference to the exchange rate in effect on the date the dividend is actually or constructively received by the U.S. Holder, regardless of whether the Canadian dollars are converted into U.S. dollars. A U.S. Holder will have a tax basis in the Canadian dollars equal to their U.S. dollar

value on the date of receipt. If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder may recognize foreign currency gain or loss on a subsequent conversion or other disposition of the Canadian dollars. Such gain or loss will be treated as U.S. source ordinary income or loss.

A U.S. Holder may be entitled to deduct or credit Canadian withholding tax imposed on dividends paid to a U.S. Holder, subject to applicable limitations in the Code. For purposes of calculating a U.S. Holder’s foreign tax credit, dividends received by such U.S. Holder with respect to the equity of a foreign corporation generally constitute foreign source income. The rules governing the foreign tax credit are complex. U.S. Holders are urged to consult their own tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

The Mountain Province Shares – Sale, Exchange or Other Taxable Disposition of the Mountain Province Shares

A U.S. Holder will recognize gain or loss on the sale, exchange or other taxable disposition of the Mountain Province Shares in an amount equal to the difference between the amount realized for the Mountain Province Shares and the U.S. Holder’s adjusted tax basis in such Mountain Province Shares. Subject to the PFIC rules discussed above, the gain or loss will generally be a capital gain or loss. Capital gains of non-corporate U.S. Holders derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to significant limitations. Any capital gain or loss recognized by a U.S. Holder generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes, although special rules apply to U.S. Holders who have a fixed place of business outside the United States to which the gain is attributable.

Certain U.S. Holders that are individuals, estates or trusts are subject to a 3.8% tax on all or a portion of their “net investment income,’’ which may include all or a portion of their income arising from a distribution with respect to the Mountain Province Shares and net gain from the sale, exchange or other disposition of the Mountain Province Shares. Each U.S. Holder is urged to consult its own tax advisor regarding the application of this tax.

Information Reporting, Backup Withholding and Other Reporting Requirements

U.S. Holders of the Mountain Province Shares who receive cash proceeds upon the disposition of the Mountain Province Shares may be subject to information reporting and may be subject to backup withholding (at a 24% rate) on any cash payments received in exchange for the Mountain Province Shares.

Backup withholding generally will not apply, however, to a U.S. Holder who: furnishes a correct taxpayer identification number and certifies that he, she or it is not subject to backup withholding on IRS Form W-9 (or substitute form), or is otherwise exempt from backup withholding.

Backup withholding is not an additional tax. Any amounts withheld from a payment to a holder under the backup withholding rules may be credited against the holder’s U.S. federal income tax liability, and a holder may obtain a refund of any excess amounts withheld by filing the appropriate claim for refund with the IRS in a timely manner and furnishing any required information. Each U.S. Holder is urged to consult its own tax advisor regarding the information reporting and backup withholding rules in their particular circumstances and the availability of and procedures for obtaining an exemption from backup withholding.

The discussion of reporting requirements set forth above is not intended to constitute an exhaustive description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder is urged to consult its own tax advisor regarding applicable reporting requirements and the information reporting and backup withholding rules.

The foregoing discussion of certain U.S. federal income tax considerations is for general information only and is not intended to constitute a complete analysis of all tax consequences arising from the receipt of cash pursuant to the

Arrangement. U.S. Holders are urged to consult their own tax advisors concerning the tax consequences applicable to their particular situations.

It is strongly recommended that all Kennady Shareholders who are not Resident Holders consult their own legal and tax advisors with respect to the income tax consequences applicable in their place of residency in connection with the disposition of their Kennady Shares or, following completion of the Arrangement, their Mountain Province Shares.

Except as otherwise disclosed in this Circular, Mountain Province is not aware of any director or officer of Mountain Province having any interest in the Arrangement.

As of January 28, 2018, the directors and executive officers of Mountain Province (excluding former directors and officers of Mountain Province) beneficially owned, or exercised control or direction, directly or indirectly, over 599,195 Kennady Shares representing in the aggregate approximately 1.2% of all of the issued and outstanding Kennady Shares at that time. All of the Kennady Shares held by such directors and executive officers of Mountain Province will be treated in the same fashion under the Arrangement as Kennady Shares held by all other Kennady Shareholders.

The chart below sets out for each director and executive officer of Mountain Province the number of Kennady Shares, beneficially owned, directly or indirectly, by such director and executive officer and the number of Mountain Province Shares to be received by each director and executive officer under the Arrangement.

As of January 28, 2018, the directors and executive officers of Mountain Province owned an aggregate of 250,000 Kennady Options granted pursuant to the Kennady Long Term Equity Incentive Plan, representing, in the aggregate, approximately 22.5% of all outstanding Kennady Options. All 250,000 of the above noted Kennady Options were held by Mr. Comerford. All outstanding “in-the-money” Kennady Options will be cashed out in accordance with the terms and conditions of the Kennady Long Term Equity Incentive Plan and all such outstanding Kennady Options will be treated in the same fashion.

As of January 28, 2018, the directors and executive officers of Mountain Province owned an aggregate of 33,333 Kennady RSUs granted pursuant to the Kennady Long Term Equity Incentive Plan, representing, in the aggregate, approximately 21.8% of all outstanding Kennady RSUs. All 33,333 of the above noted Kennady RSUs were held by

Mr. Comerford. All outstanding RSUs will be redeemed in accordance with the terms and conditions of the Kennady Long Term Equity Incentive Plan and all such outstanding Kennady RSUs will be treated in the same fashion.

The Kennady Long Term Equity Incentive Plan provides that in the event of a CoC of Kennady, all vesting and exercise criteria of the Kennady Options and Kennady RSUs shall be deemed to have been satisfied and each participant shall be entitled to receive, in full settlement, a cash payment equal to (a) in the case of a Kennady RSU, the Special Value (as defined below), and (b) in the case of a Kennady Option, the difference between the Special Value and the option price in respect of such Kennady Option.

In considering the recommendation of the Kennady Board, Kennady Shareholders should be aware that members of the Kennady Board and the executive officers of Kennady have interests in the Arrangement or may receive benefits that may differ from, or be in addition to, the interests of Kennady Shareholders generally. These interests and benefits are described below.

Except as otherwise disclosed in this Circular, all benefits received, or to be received, by directors or executive officers of Kennady as a result of the Arrangement are, and will be, solely in connection with their services as directors or employees of Kennady. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such person for Kennady Shares, nor is it, or will it be, conditional on the person supporting the Arrangement.

As of January 28, 2018, the directors and executive officers of Kennady beneficially owned, or exercised control or direction, directly or indirectly, over, 74,555 Kennady Shares representing in the aggregate approximately 0.1% of all issued and outstanding Kennady Shares at that time. All of the Kennady Shares held by such directors and executive officers of Kennady will be treated in the same fashion under the Arrangement as Kennady Shares held by all other Kennady Shareholders.

The chart below sets out for each director and executive officer of Kennady the number of Kennady Shares, beneficially owned, directly or indirectly, by such director and executive officer and the number of Mountain Province Shares to be received by each director and executive officer under the Arrangement.

As of January 28, 2018, the directors and executive officers of Kennady owned an aggregate of 935,000 Kennady Options granted pursuant to the Kennady Long Term Equity Incentive Plan, representing, in the aggregate, approximately 87% of all outstanding Kennady Options. All outstanding “in-the-money” Kennady Options will be cashed out in accordance with the terms and conditions of the Kennady Long Term Equity Incentive Plan and all such outstanding Kennady Options will be treated in the same fashion.

As of January 28, 2018, the directors and executive officers of Kennady owned an aggregate of 141,666 Kennady RSUs granted pursuant to the Kennady Long Term Equity Incentive Plan, representing, in the aggregate, approximately 93% of all outstanding Kennady RSUs. All outstanding Kennady RSUs will be redeemed in accordance with the terms and conditions of the Kennady Long Term Equity Incentive Plan and all such outstanding Kennady RSUs will be treated in the same fashion.

All benefits received, or to be received, by directors or executive officers of Kennady as a result of the Arrangement are, and will be, solely in connection with their services as directors or employees of Kennady or as securityholders. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such person for Kennady Shares, nor is it, or will it be, conditional on the person supporting the Arrangement.

Kennady has employment agreements (and a consulting agreement in the case of Mr. Bruce Ramsden) with certain of its executive officers as set out below. Such agreements provide for payments upon termination or resignation of the employment of such officers following a “change of control” of Kennady. The employment agreement with Dr. Rory O. Moore provides that as a result of a change of control of Kennady, Dr. Moore is entitled to receive two years of base salary and benefits (benefits do not include vacation pay or discretionary cash bonuses payable pursuant to Dr. Moore’s employment agreement). The consulting agreement with a corporation controlled by Bruce Ramsden, for the provision of the services of Mr. Ramsden as VP Finance, Chief Financial Officer and Corporate Secretary, provides that as a result of a change of control of Kennady, Mr. Ramsden is entitled to receive one year of fees and benefits.

Completion of the Arrangement will constitute a “change of control” of Kennady under the respective agreements. Pursuant to the terms of the respective agreements, as of March 31, 2018 the estimated payments would be as follows:

Continuing Insurance Coverage for Directors and Executive Officers of Kennady

Prior to the Effective Date, Kennady will purchase customary “tail” or “run-off” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Kennady which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date. Upon the completion of the Arrangement, Mountain Province will, or will cause Kennady to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided, that Mountain Province shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided, further, that the cost of such policy shall not exceed 200% of Kennady’s current annual aggregate premium for policies currently maintained by Kennady.

In addition, from and after the Effective Time, Mountain Province will, or will cause Kennady to, indemnify and hold harmless, all past and present directors, officers and employees of Kennady to the greatest extent such persons are

indemnified by Kennady as of the date of the Arrangement Agreement pursuant to the articles and by-laws of Kennady and any indemnity agreements between Kennady and such individuals in existence as of the date of the Arrangement Agreement, for acts or omissions occurring on or prior to the Effective Time.

On January 28, 2018, concurrently with the Arrangement Agreement, Kennady entered into an agreement with Mountain Province pursuant to which Mountain Province will provide financing to Kennady of up to $10,000,000 via an equity private placement (the “Kennady Private Placement”) of 4,000,000 Kennady Shares at $2.50 per Kennady Share in four equal tranches (the “Tranches”) designed to coincide with Kennady’s budget for the current work program. The Tranches are as follows:

The Kennady Private Placement was announced on January 29, 2018, concurrently with the announcement of the entering into of the Arrangement Agreement.

Pursuant to MI 61-101, the Kennady Private Placement constitutes a “related party transaction” for Kennady, as Mountain Province is a “related party” (as defined in MI 61-101) of Kennady by virtue of the Significant Shareholder being a “control person” (as defined in Section 1(1) of the Securities Act) of Kennady and Mountain Province. Kennady is exempt from the “formal valuation” and “minority approval” requirements of MI 61-101 because the fair market value of the Kennady Private Placement is not more than 25% of the market capitalization of Kennady.

Pursuant to MI 61-101, the Kennady Private Placement constitutes a “related party transaction” for Mountain Province, as Kennady is a “related party” (as defined in MI 61-101) of Mountain Province by virtue of the Significant Shareholder being a “control person” (as defined in Section 1(1) of the Securities Act) of Mountain Province and Kennady. Mountain Province is exempt from the “formal valuation” and “minority approval” requirements of MI 61- 101 because the fair market value of the Kennady Private Placement is not more than 25% of the market capitalization of Mountain Province.

The completion of the Kennady Private Placement is not conditional upon the completion of the Arrangement.

All securities issued pursuant to the Kennady Private Placement are, pursuant to applicable securities laws in Canada, subject to a hold period that will expire four months and one day from the closing date of the respective Tranche in which the security was issued. The Kennady Private Placement is subject to receipt of regulatory approvals, including the final approval of the TSXV, as well as the satisfaction of customary closing conditions. Kennady intends to use the proceeds from the Kennady Private Placement to fund its current work program.

This Circular does not constitute an offer to sell or the solicitation of an offer to purchase Kennady Shares pursuant to the Kennady Private Placement in any jurisdictions, including the United States.

The following risk factors, which relate to the Arrangement and the Combined Company, should be considered by Kennady Shareholders in evaluating whether to approve the Arrangement Resolution and by the Mountain Province Shareholders in evaluating whether to approve the Share Issuance Resolution. These risk factors should be considered in conjunction with the risks described in Schedule “J” – “Information Concerning Mountain Province”, Schedule “K” – “Information Concerning Kennady”, and Schedule “N” – “Information Concerning the Combined Company” to this

Circular, as well as the risks described in the Mountain Province AIF and in Kennady’s filings with the Securities Authorities, which are available on SEDAR under Mountain Province’s and Kennady’s issuer profiles, respectively, at www.sedar.com, together with all other information contained in, or incorporated by reference into, this Circular.

Because the market price of the Mountain Province Shares and the Kennady Shares will fluctuate and the Exchange Ratio for the Arrangement Consideration is fixed, Kennady Shareholders cannot be certain of the market value of the Mountain Province Shares they will receive for their Kennady Shares under the Arrangement.

The Exchange Ratio for the Arrangement Consideration is fixed and will not increase or decrease due to fluctuations in the market price of Mountain Province Shares or Kennady Shares. The market price of Mountain Province Shares or Kennady Shares could each fluctuate significantly prior to the Effective Date in response to various factors and events, including, without limitation, the differences between Mountain Province’s and Kennady’s actual financial or operating results and those expected by investors and analysts, changes in analysts’ projections or recommendations, changes in general economic or market conditions, and broad market fluctuations. As a result of such fluctuations, historical market prices are not indicative of future market prices or the market value of the Mountain Province Shares that Kennady Shareholders may receive on the Effective Date. There can be no assurance that the market value of any Mountain Province Shares, and thus the Arrangement Consideration, that the holders of Kennady Shares may receive on the Effective Date will equal or exceed the market value of the Kennady Shares held by such Kennady Shareholders prior to the Effective Date. There can also be no assurance that the trading price of the Mountain Province Shares will not decline following the completion of the Arrangement.

There can be no certainty that all conditions precedent to the Arrangement will be satisfied or waived. Failure to complete the Arrangement could negatively impact the market price of Mountain Province Shares and Kennady Shares.

The Arrangement is subject to certain conditions that may be outside the control of the Parties, including, without limitation, the approval of the Share Issuance Resolution, the approval of the Arrangement Resolution and the receipt of the Final Order. There can be no certainty, nor can either party provide any assurance, that these conditions will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived. If the Arrangement is not completed, the market price of Mountain Province Shares and Kennady Shares may decline to the extent that the market price reflects a market assumption that the Arrangement will be completed. If the Arrangement is not completed and the Mountain Province Board or the Kennady Board, as the case may be, decides to seek another merger or business combination, there can be no assurance that Kennady will be able to find a party willing to pay an equivalent or more attractive price than the Arrangement Consideration payable pursuant to the Arrangement, or that Mountain Province will be able to undertake a business combination on equivalent or more attractive terms than those under the Arrangement Agreement.

There can be no assurance that the TSX, the TSXV and the Nasdaq will accept the Arrangement.

Completion of the Arrangement is subject to the acceptance of the TSX. If such acceptance of the TSX is not obtained, there can be no guarantee of the successful completion of the Arrangement since the acceptance of the TSX, subject to standard listing conditions, is a condition of closing the Arrangement. Completion of the Arrangement is also subject to the acceptance of the TSXV. If such acceptance of the TSXV is not obtained, there can be no guarantee of the successful completion of the Arrangement since the acceptance of the TSXV, subject to standard listing conditions, is a condition of closing the Arrangement. Completion of the Arrangement is further subject to the acceptance of the Nasdaq. If such acceptance of the Nasdaq is not obtained, there can be no guarantee of the successful completion of the Arrangement since the acceptance of the Nasdaq, subject to standard listing conditions, is a condition of closing the Arrangement.

The Arrangement Agreement may be terminated by Mountain Province or Kennady in certain circumstances.

Each of Mountain Province and Kennady has the right to terminate the Arrangement Agreement and not complete the Arrangement in certain circumstances. There is no certainty, nor can either Party provide any assurance, that the

Arrangement Agreement will not be terminated by either Mountain Province or Kennady, as the case may be, before the completion of the Arrangement. See “The Arrangement Agreement — Termination”.

In addition, completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside the control of Kennady and/or Mountain Province. There is no certainty, nor can either Party provide any assurance, that these conditions will be satisfied or waived.

The Termination Fee provided under the Arrangement Agreement may discourage other parties from proposing a significant business transaction with Mountain Province or Kennady.

Under the Arrangement Agreement, Mountain Province is required to pay a Termination Fee of $6,000,000 to Kennady in the event the Arrangement Agreement is terminated in certain circumstances. Similarly, under the Arrangement Agreement, Kennady is required to pay a Termination Fee of $6,000,000 to Mountain Province in the event the Arrangement Agreement is terminated in certain circumstances. These termination payments may discourage other parties from attempting to propose a significant business transaction to Mountain Province or Kennady, as the case may be, even if a different transaction could provide better value than the Arrangement to the Mountain Province Shareholders or the Kennady Shareholders, as the case may be.

Potential payments to Kennady Shareholders who exercise Dissent Rights could have an adverse effect on the Combined Company’s financial condition or prevent the completion of the Arrangement.

Kennady Shareholders have the right to exercise Dissent Rights and demand payment equal to the fair value of their Kennady Shares in cash. If Dissent Rights are exercised in respect of a significant number of Kennady Shares, a substantial cash payment may be required to be made to such Kennady Shareholders, which could have an adverse effect on the Combined Company’s financial condition and cash resources. Further, Mountain Province’s obligation to complete the Arrangement is conditional upon Kennady Shareholders holding no more than 5% of the outstanding Kennady Shares having exercised Dissent Rights. Accordingly, the Arrangement may not be completed if Kennady Shareholders exercise Dissent Rights in respect of more than 5% of the outstanding Kennady Shares.

The unaudited pro forma condensed consolidated financial statements of Mountain Province are presented for illustrative purposes only and may not be an indication of the Combined Company’s financial condition or results of operations following the Arrangement.

The unaudited pro forma condensed consolidated financial statements contained in this Circular are presented for illustrative purposes only as of their respective dates and may not be an indication of the financial condition or results of operations of the Combined Company following the Arrangement for several reasons. For example, the unaudited pro forma condensed consolidated financial statements have been derived from the respective historical financial statements of Mountain Province and Kennady, and certain adjustments and assumptions made as of the dates indicated therein and have been made to give effect to the Arrangement and the other respective relevant transactions. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. See “Cautionary Statement Regarding Forward-Looking Statements”.

Other than publicly-available information, Kennady has relied on information made available by Mountain Province.

Other than publicly-available information, all historical information relating to Mountain Province presented in this Circular has been provided in exclusive reliance on the information made available by Mountain Province and their respective representatives. Although Kennady has no reason to doubt the accuracy or completeness of the information provided herein by Mountain Province, any inaccuracy or omission in such information contained in this Circular could result in unanticipated liabilities or expenses, increase the cost of integrating the Combined Company or adversely affect the operational plans of the Combined Company and its result of operations and financial condition.

Other than publicly-available information, Mountain Province has relied on information made available by Kennady.

Other than publicly-available information, all historical information relating to Kennady presented in this Circular has been provided in exclusive reliance on the information made available by Kennady and their respective representatives. Although Mountain Province has no reason to doubt the accuracy or completeness of the information provided herein by Kennady, any inaccuracy or omission in such information contained in this Circular could result in unanticipated liabilities or expenses, increase the cost of integrating the Combined Company or adversely affect the operational plans of the Combined Company and its result of operations and financial condition.

Mountain Province may be unable to successfully integrate the businesses of Mountain Province and Kennady and realize the anticipated benefits of the Arrangement.

Mountain Province and Kennady are proposing to complete the Arrangement to strengthen the position of each entity in the diamond mining, exploration and marketing industry and, among other things, combine the assets of both companies to realize certain benefits, including those set forth in this Circular under the headings “The Arrangement – Reasons for the Mountain Province and Mountain Province Special Committee Recommendations” and “The Arrangement – Reasons for the Kennady Board and Kennady Special Committee Recommendations”. Achieving the benefits of the Arrangement depends in part on the ability of the Combined Company to (i) effectively fund and develop the Combined Company’s key projects at the GK Diamond Mine and the Kennady North Project even as market conditions remain challenging for diamond exploration and development companies, (ii) capitalize on its scale, (iii) realize the anticipated capital and operating synergies, (iv) profitably sequence the growth prospects of its asset base, (v) maximize the potential of its improved growth opportunities, and (vi) maximize capital funding opportunities. A variety of factors, including those risk factors set forth in this Circular and in the documents incorporated by reference herein, may adversely affect the ability of Mountain Province and Kennady to achieve the anticipated benefits of the Arrangement.

There are risks related to the integration of the existing businesses of Mountain Province and Kennady.

The ability to realize the benefits of the Arrangement including, among other things, those set forth in this Circular under the headings “The Arrangement – Reasons for the Mountain Province and Mountain Province Special Committee Recommendations” and “The Arrangement – Reasons for the Kennady Board and Kennady Special Committee Recommendations”, will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner. This integration will require the dedication of substantial management effort, time and resources which may divert management’s focus and resources from other strategic opportunities of the Combined Company following completion of the Arrangement, and from operational matters during this process.

The mineral resource and mineral reserve estimates on the properties of the Combined Company may not be realizable.

The figures provided in connection with mineral reserves and resources in respect of the properties in which Mountain Province and Kennady hold interests are estimates, and have not been verified to be accurate, and no assurance can be given that full recovery of the anticipated carats will be achieved or that any indicated level of recovery will be realized from the properties of the Combined Company. The estimation of mineral reserves and resources is a subjective process. Forecasts are based on geological and engineering data, projected future rates of production, the timing of future expenditures and assumed diamond prices, all of which are subject to numerous uncertainties and various interpretations.

Estimates made at a given time may change significantly in the future when new information becomes available. Estimates of reserves and resources are expected to change to reflect updated information as well as to reflect depletion due to production. Mineral reserve and resource estimates may be revised upward or downward based on the results of current and future drilling, testing or production levels, and on changes in mine design. In addition, market

fluctuations in the price of diamonds or increases in the costs to recover diamonds from the GK Diamond Mine may render previously disclosed estimates of mineral reserves and resources uneconomical.

The Combined Company will face competition for mineral interest acquisitions and the mining industry is competitive in all stages.

The diamond industry is intensely competitive in all of its phases, and the Combined Company will compete with many companies possessing greater financial resources and experience in diamond marketing and sales. Competition could adversely affect the ability of the Combined Company to market and sell its diamonds at competitive prices or at all.

The Combined Company’s mining operations will involve a number of risks inherent in the mining industry, many of which will be outside of its control.

The Combined Company’s mining operations will be subject to risks inherent in the mining industry, including variations in grade and other geological differences, unexpected problems associated with required water retention dikes, water quality, surface and underground conditions, pit wall failures or similar geotechnical events, processing problems, equipment performance, accidents, labour disputes, risks relating to the physical security of the diamonds, force majeure risks and natural disasters. Such risks could result in personal injury or fatality; damage to or destruction of mining properties, processing facilities or equipment; environmental damage or harm to plants or animals, including endangered or protected species; increased costs; delays, suspensions or permanent reductions in mining production; monetary losses; and possible legal liability. For example, during the GK Diamond Mine’s first winter of operations, extreme cold conditions affected the mine’s conveyor systems which resulted in downtime and lowered throughput.

The Combined Company’s mineral properties, because of their remote northern location and access only by winter road or by air, will continue to be subject to special climate and transportation risks. These risks include the inability to operate or to operate efficiently during periods of extreme cold, the unavailability of materials and equipment, and increased transportation costs due to a failure to open or the late opening and/or early closure of the winter road. Such factors can add to the cost of mine development, production and operation and/or impair production and mining activities, thereby affecting our profitability.

The diamond industry may be adversely affected by the discovery of an alternative method of producing synthetic gem-quality diamonds and increased consumer demand for synthetic diamonds.

Synthetic diamonds are diamonds that are produced by artificial processes (e.g., laboratory grown), as opposed to natural diamonds, which are created by geological processes. An increase in the acceptance of synthetic gem-quality diamonds could negatively affect the market prices for natural stones. Synthetic diamonds are becoming a larger factor in the market. Should synthetic diamonds be offered in significant quantities or consumers begin to readily embrace synthetic diamonds on a large scale, demand and prices for natural diamonds may be negatively affected. Additionally, the presence of undisclosed synthetic diamonds in jewelry would erode consumer confidence in the natural product and negatively impact demand.

The Combined Company will be subject to various risks related to fuel requirements.

The expected fuel needs for the GK Diamond Mine are purchased in February and March each year and transported to the mine site by way of the winter road. These costs will increase if transportation by air freight is required due to a shortened “winter road season” or unexpected high fuel usage. The cost of the fuel purchased is based on the then prevailing price and expensed into operating costs on a usage basis. The GK Diamond Mine currently has no hedges for future anticipated fuel consumption.

The Combined Company’s joint venture interest in the GK Diamond Mine will be subject to certain risks associated with the conduct of joint ventures.

Mountain Province’s participation in the mining sector of the diamond industry is through its ownership interest in the Gahcho Kué Joint Venture that owns the GK Diamond Mine group of mineral claims. The GK Diamond Mine is a joint venture between De Beers (51%) and Mountain Province (49%).

The Combined Company’s joint venture interest in the GK Diamond Mine will be subject to the risks normally associated with the conduct of joint ventures, including: (i) disagreement with De Beers about how to develop, operate or finance operations; (ii) that De Beers may not comply with the underlying agreements governing the joint venture and may fail to meet its obligations thereunder to the Combined Company or to third parties; (iii) that De Beers may at any time have economic or business interests or goals that are, or become, inconsistent with the Combined Company’s interests or goals; (iv) the possibility that De Beers may become insolvent; and (v) the possibility of litigation with De Beers.

The Combined Company will hold a minority interest in, and not be the operator of, the GK Diamond Mine and it will not exercise control of the GK Diamond Mine. Removing De Beers as operator of the GK Diamond Mine could be a disruptive, costly and lengthy process.

The Combined Company will be subject to additional risks because it will hold a minority interest in the GK Diamond Mine and De Beers is the operator of the GK Diamond Mine and the majority interest holder of the Gahcho Kué Joint Venture. Although major operating and budget decisions and certain significant changes affecting the GK Diamond Mine will require the Combined Company’s approval under the Joint Venture Agreement, De Beers, as the operator of and the holder of a majority interest in the GK Diamond Mine, will continue to manage the operations at the GK Diamond Mine and controls most day-to-day decisions affecting the GK Diamond Mine and its operating activities. The Combined Company will not control De Beers and at any time De Beers may have economic or business interests or goals that are, or become inconsistent with, the Combined Company’s economic or business interests or goals. As a holder of a minority interest in the GK Diamond Mine, the Combined Company will be unable to exert control over day-to-day decisions relating to the GK Diamond Mine, except in certain limited cases as provided by the Joint Venture Agreement. Additionally, because De Beers operates the GK Diamond Mine, the Combined Company will be highly dependent on the operational expertise of De Beers, as well as impacted by De Beers’ own corporate priorities and its financial condition. The Combined Company will also be reliant on De Beers complying with its information delivery obligations under the Joint Venture Agreement in order to gain knowledge about any events at, or updates with respect to, the GK Diamond Mine. As a result, the Combined Company’s results will be subject to additional risks associated with the operational expertise, financial condition and corporate priorities of De Beers, and if De Beers is unable to successfully operate the GK Diamond Mine, the Combined Company’s business and results of operations will be materially adversely affected.

De Beers may resign as operator at any time by giving notice to the management committee, but removing De Beers as operator without De Beers’ consent could be a lengthy and resource-intensive process. Under the Joint Venture Agreement, unanimous agreement of both parties to the Joint Venture Agreement is required for removal of the operator, even removal of the operator for cause. Although the operator is required to resign if it is in material breach of its obligations to the Gahcho Kué Joint Venture, in order to trigger this obligation the participants to the Joint Venture Agreement must agree that the operator is in material breach and provide notice of the same to the operator. Any dispute between the parties regarding whether the operator is in material breach of its obligations must be resolved through the standard dispute resolution mechanisms under the Joint Venture Agreement, which requires negotiation, binding mediation and determination by an independent expert before any party may seek a court order with respect to the dispute. This process could significantly disrupt the operations of the GK Diamond Mine, negatively impact the relationship of the Gahcho Kué Joint Venture partners and be very costly to the Combined Company.

If the Combined Company is in default under the Joint Venture Agreement, it will be prohibited from participating in the management committee and will not receive its share of diamonds during the continuance of such default and De Beers may reduce or sell the Combined Company’s participating interest in the Gahcho Kué Joint Venture or sell a portion or all of its share of diamonds.

If the Combined Company defaults under the Joint Venture Agreement and fails to remedy such default within the prescribed cure period, it may not attend management committee meetings or direct the management committee, may not transfer its participating interest in the Gahcho Kué Joint Venture and have no rights to delivery of its share of diamonds until such default is cured.

In addition, if such default is a default in payment of the Combined Company’s share of Gahcho Kué Joint Venture expenses, De Beers has the option to pay such defaulted expenses to the operator and either (a) reduce the Combined Company’s participating interest in the Gahcho Kué Joint Venture accordingly, which would permanently reduce the Combined Company’s share of diamond production in the same proportion, or (b) sell a portion or all of the Combined Company’s diamonds in such a manner as De Beers shall determine or, with prior notice, sell all or a portion of the Combined Company’s participating interest in the Gahcho Kué Joint Venture, and apply the proceeds of such sale to the defaulted expenses until such expenses, and interest on such expenses, are paid in full. Upon application of either of these remedies, the payment default would be cured and the Combined Company would resume its full participation and diamond delivery rights under the Joint Venture Agreement. If the Combined Company’s participating interest in the Gahcho Kué Joint Venture is reduced or sold in part, its share of diamond production would be permanently reduced to match its then existing participating interest, and this could impact its ability to pay interest or principal on the Notes when due or to make other required payments when due under other agreements or obligations, which could result in a subsequent default under the Mountain Province Indenture, the Revolving Credit Agreement or other agreements or obligations. In addition, reduction of the Combined Company’s participating interest below 40% will constitute an event of default under the Revolving Credit Agreement, which may result in a cross-default under the Mountain Province Indenture that governs the Notes.

The Combined Company will be dependent on the GK Diamond Mine for future operating revenue.

Mountain Province’s only economic interest is its indirect 100% equity ownership interest in 2435386, which is a 49% participant in the Gahcho Kué Joint Venture, which owns and operates the GK Diamond Mine. As a result, Mountain Province is solely dependent upon its interest in the GK Diamond Mine for its revenue and profits. In addition, production and operating costs are difficult to predict and may render further production at the GK Diamond Mine financially unfeasible. If commercial production and operation of the GK Diamond Mine becomes financially unfeasible, for engineering, technical, economic, political, legal or other reasons, the Combined Company’s business and financial position will be materially and adversely affected. In addition, the book value of Mountain Province’s interest in the GK Diamond Mine is subject to certain accounting assumptions. If such assumptions prove to be incorrect, then the book value of Mountain Province’s interest in the GK Diamond Mine could be impaired, which could have a material adverse effect on Mountain Province or the Combined Company.

There can be no assurance that the Combined Company will be able to extend the mine life beyond 2028.

Mountain Province is currently exploring options to potentially extend the mine life beyond 2028 through resource conversion and deep mining of the Tuzo kimberlite. Additional exploration and resource delineation is required to assess the viability of these prospects at Tuzo. A transition to underground mining generally increases per unit costs and can limit the annual volumes that can be economically extracted from such orebodies. There is no assurance that the Combined Company will be able to extend the mine life beyond 2028 through resource conversion or deep mining.

The volatility of diamond prices is significant and unpredictable and the demand for diamonds is unpredictable. Many factors that affect diamond prices and demand for diamonds will be outside the Combined Company’s control.

The Combined Company’s profitability will be dependent upon its mineral properties and the worldwide demand for and price of diamonds. Diamond prices fluctuate and are affected by numerous factors beyond the Combined Company’s control, including worldwide economic trends, worldwide levels of diamond discovery and production, and the level of demand for, and discretionary spending on, luxury goods such as diamonds. Low or negative growth in the worldwide economy, renewed or additional credit market disruptions, natural disasters or the occurrence of terrorist attacks or similar activities creating disruptions in economic growth could result in decreased demand for luxury goods such as diamonds, thereby negatively affecting the price of diamonds. Similarly, a substantial increase in the worldwide level of diamond production or the release of stocks held back during recent periods of lower demand could also negatively affect the price of diamonds. In each case, such developments could have a material adverse effect on the Combined Company’s results of operations. In addition, prices for the higher value and lower value market segments can move independently of one another, depending on relative demand. For example, strengthening prices in one market segment can offset weakening prices in another, or synchronize with strengthening prices in another, which increases the unpredictability of diamond prices.

Currency fluctuations may affect the Combined Company’s financial performance.

Currency fluctuations may affect the Combined Company’s financial performance. Diamonds are sold throughout the world based principally on the U.S. dollar price, and the Combined Company is expected to report its financial results in Canadian dollars. A majority of the costs and expenses of the GK Diamond Mine are incurred in Canadian dollars. As a consequence, fluctuations in exchange rates may have a significant effect on the Combined Company’s cash flows and operating results. From time to time, the Combined Company may use derivative financial instruments to manage its foreign currency exposure.

The Combined Company will be dependent upon the operator obtaining and maintaining the necessary licenses and permits.

Mountain Province’s mining operations require licences and permits from the Canadian and Northwest Territories governments, which are all held by De Beers as operator. The process for obtaining, amending and renewing such licences and permits often takes an extended period of time and is subject to numerous delays and uncertainties. Such licences and permits are subject to change in various circumstances. Failure to comply with applicable laws and regulations may result in injunctions, fines, criminal liability, suspensions or revocation of permits and licences, and other penalties. There can be no assurance that De Beers, as the operator of the GK Diamond Mine, will be at all times in compliance with all such laws and regulations and with its applicable licences and permits, or that De Beers will be able to obtain on a timely basis or maintain in the future all necessary licences and permits that may be required to maintain continued operations.

Mining operations are subject to extensive regulations, including environmental regulations, which could have a material adverse effect on the costs and levels of production at the GK Diamond Mine.

The operations of the GK Diamond Mine are subject to various laws, regulations and agreements governing the protection of the environment, exploration, development, production, taxes, labour standards, occupational health, waste disposal, mine safety and other matters. New laws and regulations, amendments to existing laws and regulations, or more stringent implementation or changes in enforcement policies under existing laws and regulations could have a material adverse effect on the Combined Company by increasing costs and/or causing a reduction in levels of production from the GK Diamond Mine.

Mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mining operations. To the extent that the GK Diamond Mine is subject to uninsured environmental liabilities, the payment of such liabilities could have a material adverse effect on the GK Diamond Mine.

Compliance with climate change initiatives could have a material adverse effect on the Combined Company’s results of operations.

The Canadian government has established a number of policy measures in response to concerns relating to climate change. While the impact of these measures cannot be quantified at this time, the likely effect will be to increase costs for fossil fuels, electricity and transportation; restrict industrial emission levels; impose added costs for emissions in excess of permitted levels; and increase costs for monitoring and reporting. Compliance with these initiatives could have a material adverse effect on the Combined Company’s results of operations.

In October 2016, Canada’s federal government announced that it intends to establish a national price on carbon, to be implemented by 2018 through either a carbon tax or a cap and trade system, applicable in each province except those that enact their own comparable carbon pricing mechanism by such time. In June 2017, the Government of the Northwest Territories announced that it intends to implement a carbon tax, designed to be comparable to the federal approach, effective January 2019. The details of the announced carbon pricing system and the resulting impact on the GK Diamond Mine are uncertain at this time.

The business of the Gahcho Kué Joint Venture is subject to a number of risks and hazards, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, risks relating to the physical security of diamonds held as inventory or in transit, changes in the regulatory environment, and natural phenomena such as inclement weather conditions. Such occurrences could result in damage to the GK Diamond Mine, harm to plants and animals, personal injury or death, environmental damage to the GK Diamond Mine, delays in mining, monetary losses, fines, penalties and possible legal liability.

Although insurance is maintained to protect against certain risks in connection with the GK Diamond Mine and our diamonds held as inventory or in transit, the insurance in place will not cover all potential risks. It may not be possible to maintain insurance to cover insurable risks at economically feasible premiums. In addition, all insurance policies for the GK Diamond Mine are held and maintained by De Beers as operator. Therefore, the Combined Company will have no control over the acquisition, maintenance or levels of insurance with respect to the GK Diamond Mine.

The production and marketing of diamonds depend on skilled employees and key relationships with certain third parties.

Production at the GK Diamond Mine is dependent upon the efforts of certain skilled employees. The loss of these employees or the inability to attract and retain additional skilled employees may adversely affect the level of diamond production. De Beers hires and employs all employees at the GK Diamond Mine and therefore the Combined Company will have no control over the hiring, retention or qualifications of these employees.

The Combined Company’s success in sorting, valuing and marketing its 49% share of the rough diamonds will be dependent on the services of key executives and skilled employees and consultants, as well as the continuance of key relationships with certain third parties, such as diamantaires, gem quality diamond manufacturers and master cutters. The loss of these persons or the Combined Company’s inability to attract and retain additional skilled employees and consultants or to establish and maintain relationships with required third parties may adversely affect the Combined Company’s business and future operations in marketing diamonds.

Restrictive covenants in the Mountain Province Indenture and the Revolving Credit Agreement may restrict the Combined Company’s ability to operate its business. The Combined Company’s failure to comply with these covenants, including as a result of events beyond its control, could result in an event of default that could materially and adversely affect its business, results of operations and financial condition.

The Mountain Province Indenture and the Revolving Credit Agreement contain negative covenants restricting, among other things, Mountain Province’s ability to:

All of these limitations are subject to significant exceptions and qualifications. The covenants to which the Combined Company will be subject could limit its ability to finance its future operations and capital needs and its ability to pursue business opportunities and activities that may be in its interest.

In addition, the Revolving Credit Agreement will require the Combined Company to comply with certain affirmative covenants and financial maintenance covenants, including total leverage ratio, interest coverage ratio and total net worth ratio. The restrictions contained in the Mountain Province Indenture and the Revolving Credit Agreement could affect the Combined Company’s ability to operate its business and may limit its ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, such restrictions could adversely affect the Combined Company’s ability to further finance its operations, make strategic acquisitions, investments or alliances, restructure its organization or finance its capital needs. Additionally, the Combined Company’s ability to comply with these covenants and restrictions may be affected by events beyond its control. These include prevailing economic, financial and industry conditions. If the Combined Company breaches any of these covenants or restrictions, it could be in default under the Mountain Province Indenture or the Revolving Credit Agreement.

Upon the occurrence of any event of default under the Revolving Credit Agreement, subject to applicable cure periods and other limitations on acceleration or enforcement, the relevant creditors could elect to declare all amounts outstanding, together with accrued interest, immediately due and payable and cancel the availability of the facility. In addition, any default under the Revolving Credit Agreement could lead to an event of default and acceleration under other debt instruments that contain cross default or cross acceleration provisions, including the Mountain Province Indenture. If the Combined Company’s creditors, including the creditors under the Revolving Credit Agreement, accelerate the payment of those amounts, the assets of the Combined Company and its Subsidiaries may not be sufficient to repay in full those amounts, to satisfy all other liabilities of the Subsidiaries which would be due and payable and to make payments to enable the Combined Company to repay the Notes. In addition, if the Combined Company is unable to repay those amounts, its creditors could proceed against the collateral that secures the debt under the Revolving Credit Agreement, certain hedging liabilities and the Notes.

See Schedule “J” – “Information Concerning Mountain Province” under the heading “Recent Developments”.

The issuance of a significant number of Mountain Province Shares could adversely affect the market price of Mountain Province Shares.

If the Arrangement is completed, a significant number of additional Mountain Province Shares will be issued and will become available for trading in the public market. The increase in the number of Mountain Province Shares may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Mountain Province Shares.

Following completion of the Arrangement, Former Kennady Shareholders will have the ability to significantly influence certain corporate actions of Mountain Province

Immediately following the completion of the Arrangement, Former Kennady Shareholders are expected to own approximately 23.7% of the Mountain Province Shares on an undiluted basis, based on the number of Mountain Province Shares and Kennady Shares outstanding as of the date of this Circular and assuming that (i) there are no Dissenting Shareholders, (ii) no Kennady Shares held by Mountain Province between the Kennady Record Date and the Effective Date are converted pursuant to the Arrangement, and (iii) no Kennady Options are exercised prior to the Effective Time. Former Kennady Shareholders (other than Mountain Province and any Dissenting Shareholders) will be in a position to exercise significant influence over all matters requiring shareholder approval, including the election of directors, determination of significant corporate actions, amendments to Mountain Province’s articles of

incorporation and the approval of any business combinations, mergers or takeover attempts, in a manner that could conflict with the interests of other shareholders. Although there are no agreements or understandings between the Kennady Shareholders of which Mountain Province or Kennady is aware as to voting, if they voted in concert they would exert significant influence over the Combined Company.

Mountain Province has, and the resulting Combined Company will have, a limited history of operations.

The GK Diamond Mine has had limited operations to date and Mountain Province has generated only a small amount of revenue from the sale of its diamonds. Commercial production at the GK Diamond Mine was declared on March 1, 2017 and the three-months ended September 30, 2017 was the first quarter in which all sales completed were in respect of diamonds produced subsequent to the date of the declaration of commercial production at the GK Diamond Mine. As a result, Mountain Province has a limited operating history upon which to evaluate the merits of investing in its securities.

As a result of this limited operating history, period-to-period comparisons of the GK Diamond Mine’s operating results and Mountain Province’s sales data may not be meaningful and the results for any particular period should not be relied upon as an indication of future performance.

Whether or not the Arrangement is completed, Mountain Province will continue to face many of the risks that it currently faces with respect to its business and affairs. Certain of these risk factors have been disclosed in the annual audited consolidated financial statements of Mountain Province and the notes thereto for each of the years ended December 31, 2016 and 2015 (and accompanying management’s discussion and analysis for the same period), in the unaudited condensed interim consolidated financial statements of Mountain Province for the three and nine months ended September 30, 2017 (and accompanying management’s discussion and analysis for the same period) and in the Mountain Province AIF (starting on page 14), each of which are incorporated by reference into this Circular and have been filed on SEDAR under Mountain Province’s issuer profile at www.sedar.com. Upon request, a Mountain Province Shareholder will be provided with a copy of such documents free of charge.

See also Schedule “J” – “Information Concerning Mountain Province” to this Circular.

Whether or not the Arrangement is completed, Kennady will continue to face many of the risks that it currently faces with respect to its business and affairs. Certain of these risk factors related to the operations of Kennady have been disclosed in Schedule “K” – “Information Concerning Kennady” to this Circular.

Securities legislation in the provinces and territories of Canada provides security holders of Kennady with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer.

Information concerning Mountain Province is set out in Schedule “J” – “Information Concerning Mountain Province” to this Circular.

Information concerning Kennady is set out in Schedule “K” – “Information Concerning Kennady” to this Circular.

Information concerning the Combined Company (assuming the completion of the Arrangement) is set out in Schedule “N” – “Information Concerning the Combined Company” to this Circular.

To the knowledge of Mountain Province, after reasonable enquiry, other than as disclosed herein, no informed person of Mountain Province, or any associate or affiliate of any informed person, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or would materially affect Mountain Province since the commencement of Mountain Province’s most recently completed fiscal year.

On December 11, 2017, Mountain Province closed a private offering of U.S.$330,000,000 senior secured second lien notes due December 15, 2022. Mr. Dermot Fachtna Desmond, an informed person of Mountain Province, participated in the offering by purchasing U.S.$60,000,000 of Notes. Mr. Desmond, together with Bottin (International) Investments Ltd., a corporation controlled by him, holds approximately 37,951,887 or 23.7% of the outstanding Mountain Province Shares and is therefore considered an informed person of Mountain Province. The terms of the Notes were determined through arm’s length negotiations between Mountain Province and the initial purchasers. Mr. Desmond did not participate in such negotiations or determination. Mr. Desmond purchased Notes on the same terms as all other purchasers. The proposed participation of Mr. Desmond in the offering was approved by the independent members of the Mountain Province Board.

See Schedule “J” – “Information Concerning Mountain Province” under the heading “Recent Developments – Note Offering”.

To the knowledge of Kennady, after reasonable enquiry, other than as disclosed herein, no informed person of Kennady, or any associate or affiliate of any informed person, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or would materially affect Kennady since the commencement of Kennady’s most recently completed fiscal year.

No management functions of Mountain Province or any Subsidiaries are performed to any substantial degree by a person other than the directors or officers of Mountain Province. No management functions of Kennady or any Subsidiary are performed to any substantial degree by a person other than the directors or officers of Kennady.

Mountain Province’s auditors are KPMG LLP, Bay Adelaide Centre, 333 Bay Street, Suite 4600, Toronto, Ontario, Canada, M5H 2S5. KPMG LLP has been the auditor of Mountain Province since August 6, 1998.

Kennady’s auditors are KPMG LLP, Bay Adelaide Centre, 333 Bay Street, Suite 4600, Toronto, Ontario, Canada, M5H 2S5. KPMG LLP has been the auditor of Kennady since November 26, 2012.

Certain Canadian legal matters in connection with the Arrangement as they pertain to Mountain Province will be passed upon by Bennett Jones LLP. Certain Canadian legal matters in connection with the Arrangement as they pertain to Kennady will be passed upon by Fasken Martineau DuMoulin LLP. Certain U.S. legal matters in connection with the Arrangement as they pertain to Mountain Province will be passed upon by Paul, Weiss, Rifkind, Wharton & Garrison LLP. Certain U.S. legal matters in connection with the Arrangement as they pertain to Kennady will be passed upon by Perkins Coie LLP.

As of the date of this Circular, the partners and associates of Bennett Jones LLP, as a group, beneficially owned, directly or indirectly, less than 1% of the outstanding Mountain Province Shares or shares of any of Mountain Province’s associates or affiliates and less than 1% of the outstanding Kennady Shares or shares of any of Kennady’s associates or affiliates.

As of the date of this Circular, the partners and associates of Fasken Martineau DuMoulin LLP, as a group, beneficially owned, directly or indirectly, less than 1% of the outstanding Kennady Shares or shares of any of Kennady’s associates or affiliates and less than 1% of the outstanding Mountain Province Shares or shares of any of Mountain Province’s associates or affiliates.

As of the date of this Circular, the partners and associates of Perkins Coie LLP, as a group, beneficially owned, directly or indirectly, less than 1% of the outstanding Kennady Shares or shares of any of Kennady’s associates or affiliates and less than 1% of the outstanding Mountain Province Shares or shares of any of Mountain Province’s associates or affiliates.

Additional information relating to Mountain Province is available on SEDAR under Mountain Province’s issuer profile at www.sedar.com. Mountain Province Shareholders may contact Mountain Province at 161 Bay Street, Suite 1410, P.O. Box 216, Toronto, Ontario, Canada, M5J 2S1 to request copies of Mountain Province’s financial statements and management’s discussion and analysis. Financial information is provided in Mountain Province’s financial statements and management’s discussion and analysis for its most recently completed financial year, which are filed on SEDAR under Mountain Province’s issuer profile at www.sedar.com.

Additional information relating to Kennady is available on SEDAR under Kennady’s issuer profile at www.sedar.com. Kennady Shareholders may contact Kennady at 161 Bay Street, Suite 1410, P.O. Box 216, Toronto, Ontario, M5J 2S1, to request copies of Kennady’s financial statements and management’s discussion and analysis. Financial information is provided in Kennady’s financial statements and management’s discussion and analysis for its most recently completed financial year, which is set out in Schedule “L” – “Financial Statements of Kennady” and Schedule “M” – “Management’s Discussion and Analysis of Kennady” to this Circular.

Management of Mountain Province and Kennady are not aware of any other matter to come before the Mountain Province Meeting or the Kennady Meeting other than as set forth in the Mountain Province Notice of Meeting and the Kennady Notice of Meeting. If any other matter properly comes before the Mountain Province Meeting, it is the intention of the persons named in the enclosed Mountain Province Proxy to vote the shares represented thereby in accordance with their best judgment on such matter. If any other matter properly comes before the Kennady Meeting, it is the intention of the persons named in the enclosed Kennady Proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

The contents and the sending of the Mountain Province Notice of Meeting and this Circular have been approved by the Mountain Province Board.

The contents and the sending of the Kennady Notice of Meeting and this Circular have been approved by the Kennady Board.

We have read the joint management information circular of Mountain Province Diamonds Inc. (“Mountain Province”) and Kennady Diamonds Inc. (“Kennady”) dated March 5, 2018 (the “Circular”) relating to the special meeting of shareholders of Mountain Province and the special meeting of shareholders of Kennady each meeting of which is convened to approve resolutions relating to the proposed plan of arrangement under the provisions of Section 182 of the Business Corporations Act (Ontario). We consent to the inclusion in the Circular of our fairness opinion dated January 27, 2018, a summary of our fairness opinion and references to our firm name and our fairness opinion in the Circular.

We have read the joint management information circular of Mountain Province Diamonds Inc. (“Mountain Province”) and Kennady Diamonds Inc. (“Kennady”) dated March 5, 2018 (the “Circular”) relating to the special meeting of shareholders of Mountain Province and the special meeting of shareholders of Kennady each meeting of which is convened to approve resolutions relating to the proposed plan of arrangement under the provisions of Section 182 of the Business Corporations Act (Ontario). We consent to the inclusion in the Circular of our fairness opinion dated January 28, 2018, a summary of our fairness opinion and references to our firm name and our fairness opinion in the Circular.

In this Circular and the Summary, the following capitalized words and terms shall have the following meanings:

“2012 Arrangement” has the meaning ascribed to such term in Schedule “K” – “Information Concerning Kennady”.

“2435386” means 2435386 Ontario Inc., a company incorporated under the laws of Ontario.

“2435572” means 2435572 Ontario Inc., a company incorporated under the laws of Ontario.

“Acquisition Proposal” relating to a Party means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only a Party and/or one or more of its wholly-owned Subsidiaries, any written offer, proposal or inquiry from any Person or group of Persons (other than from the other Party or any of its Subsidiaries), whether or not delivered to the shareholders of that Party, after the date hereof relating to: (a) any direct or indirect acquisition or sale (or other arrangement having the same economic effect), whether in a single transaction or a series or related transactions, of: (i) the assets of that Party and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of that Party and its Subsidiaries, taken as a whole, or which contribute 20% or more of the consolidated revenue of that Party and its Subsidiaries, taken as a whole, or (ii) 20% or more of any voting or equity securities of that Party or any one or more of its Subsidiaries that, individually or in the aggregate, contribute 20% or more of the consolidated revenues or constitute 20% or more of the consolidated assets of that Party and its Subsidiaries, taken as a whole; (b) any direct or indirect take-over bid, tender offer, exchange offer or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of that Party and/or any of its Subsidiaries; (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving that Party and/or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or revenues, as applicable, of that Party and its Subsidiaries, taken as a whole; or (d) any other similar transactions involving such Party or its Subsidiaries.

“affiliate” has the meaning ascribed to such term in National Instrument 45-106 – Prospectus Exemptions, unless stated otherwise.

“allowable capital loss” has the meaning ascribed to such term in this Circular under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

“Arrangement” means an arrangement under the provisions of Section 182 of the OBCA on the terms and conditions set forth in the Plan of Arrangement, subject to any amendment or supplement thereto made in accordance therewith, herewith or made at the direction of the Court in the Final Order.

“Arrangement Agreement” means the arrangement agreement dated January 28, 2018 between Mountain Province and Kennady including all schedules attached thereto, together with the Mountain Province Disclosure Letter and the Kennady Disclosure Letter, and as the same may be further amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the full text of which may be viewed on SEDAR under Mountain Province’s and Kennady’s issuer profiles, respectively, at www.sedar.com.

“Arrangement Consideration” means the consideration to be received by Former Kennady Shareholders (other than Mountain Province and any Dissenting Shareholders) pursuant to the Plan of Arrangement as consideration for their Kennady Shares, consisting of 0.975 of a Mountain Province Share for each one (1) issued and outstanding Kennady Share.

“Arrangement Resolution” means the special resolution of the Kennady Shareholders voting at the Kennady Meeting, in person or by proxy, approving the Arrangement, the Plan of Arrangement and the Arrangement

Agreement, substantially in the form set out in Schedule “C” – “Resolutions to be Approved at the Kennady Meeting” to this Circular.

“associate” has the meaning ascribed to such term in the Securities Act, unless stated otherwise.

“Authorization” means any authorization, order, permit, approval, grant, licence, registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, by law, rule or regulation, whether or not having the force of Law, and includes any Environmental Permit.

“business combination” has the meaning ascribed to such term in MI 61-101.

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario, Canada or Vancouver, British Columbia, Canada.

“Canada–US Tax Treaty” has the meaning ascribed to such term in this Circular under the heading “Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dividends on Mountain Province Shares”.

“Canadian Securities Laws” means applicable Canadian provincial and territorial securities laws.

“CDS” means CDS Clearing and Depositary Services Inc. or its nominee, which at the date hereof is CDS & Co.

“Circular” means this joint management information circular for the Mountain Province Meeting and the Kennady Meeting, including all schedules hereto, and all amendments and supplements hereto.

“CoC” has the meaning ascribed to such term in this Circular under the heading “Summary of Circular – Effects of the Arrangement – Holders of Kennady Options and Kennady RSUs”.

“Code” has the meaning ascribed to such term in this Circular under the heading “Certain U.S. Federal Income Tax Considerations for U.S. Holders”.

“Combined Company” means Mountain Province and all of its subsidiaries immediately following the completion of the Arrangement.

“Combined Company Shares” means, following the Effective Time, Mountain Province Shares.

“Combined Company Options” means, following the Effective Time, Mountain Province Options.

“Combined Company RSUs” means, following the Effective Time, Mountain Province RSUs.

“Confidentiality Agreement” means the confidentiality agreement dated January 3, 2018 entered into between Mountain Province and Kennady.

“connected transaction” has the meaning ascribed to such term in MI 61-101.

“Consideration Shares” means the Mountain Province Shares to be issued to Forme

	BY ORDER OF THE BOARD OF DIRECTORS

	/s/ David Whittle
	David Whittle
	Director, Interim President and Chief Executive
	Officer
	Mountain Province Diamonds Inc.

	BY ORDER OF THE BOARD OF DIRECTORS

	/s/ Rory Moore
	Dr. Rory Moore
	Director, President and Chief Executive Officer
	Kennady Diamonds Inc.

	Page

NOTICE TO NON-CANADIAN KENNADY SHAREHOLDERS	96

INTERESTS OF DIRECTORS AND OFFICERS OF MOUNTAIN PROVINCE IN THE ARRANGEMENT	96
Kennady Shares	96
Kennady Options and Kennady RSUs	97

INTERESTS OF DIRECTORS AND OFFICERS OF KENNADY IN THE ARRANGEMENT	98
Kennady Shares	98
Kennady Options and Kennady RSUs	99
Benefits of Directors and Executive Officers of Kennady	100
Continuing Insurance Coverage for Directors and Executive Officers of Kennady	100

THE KENNADY PRIVATE PLACEMENT	101

RISK FACTORS	101
Risk Factors Relating to the Arrangement	102
Risk Factors Related to the Combined Company	104
Risk Factors Related to the Operations of Mountain Province	111
Risk Factors Related to the Operations of Kennady	111

RESCISSION RIGHTS	111

INFORMATION CONCERNING MOUNTAIN PROVINCE	111

INFORMATION CONCERNING KENNADY	111

INFORMATION CONCERNING THE COMBINED COMPANY	112

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	112

MANAGEMENT CONTRACTS	112

AUDITORS	112

LEGAL MATTERS	112

ADDITIONAL INFORMATION	113

OTHER MATTERS	113

MOUNTAIN PROVINCE BOARD APPROVAL	114

KENNADY BOARD APPROVAL	115

CONSENT OF RBC CAPITAL MARKETS	116

CONSENT OF HAYWOOD SECURITIES INC.	117

SCHEDULE “A” GLOSSARY OF TERMS
SCHEDULE “B” RESOLUTIONS TO BE APPROVED AT THE MOUNTAIN PROVINCE MEETING SCHEDULE “C” RESOLUTIONS TO BE APPROVED AT THE KENNADY MEETING
SCHEDULE “D” PLAN OF ARRANGEMENT
SCHEDULE “E” FAIRNESS OPINION OF RBC CAPITAL MARKETS SCHEDULE “F” FAIRNESS OPINION OF HAYWOOD SECURITIES INC. SCHEDULE “G” INTERIM ORDER
SCHEDULE “H” DISSENT RIGHTS UNDER THE OBCA SCHEDULE “I” NOTICE OF APPLICATION FOR FINAL ORDER
SCHEDULE “J” INFORMATION CONCERNING MOUNTAIN PROVINCE SCHEDULE “K” INFORMATION CONCERNING KENNADY SCHEDULE “L” FINANCIAL STATEMENTS OF KENNADY
SCHEDULE “M” MANAGEMENT’S DISCUSSION AND ANALYSIS OF KENNADY

	Page
SCHEDULE “N” INFORMATION CONCERNING THE COMBINED COMPANY
SCHEDULE “O” UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS OF MOUNTAIN PROVINCE

	Page

JOINT MANAGEMENT INFORMATION CIRCULAR	1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	1

NOTE TO U.S. SECURITYHOLDERS	2

GENERAL MATTERS	4
Reporting Currencies and Accounting Principles	4
Exchange Rate Data	4
Information Contained in this Circular	5
Information Contained in this Circular Regarding Mountain Province	5
Information Contained in this Circular Regarding Kennady	5

SUMMARY OF CIRCULAR	7
The Meetings	7
Purpose of the Meetings	7
Parties to the Arrangement	8
Effects of the Arrangement	8
Mountain Province Shareholder Approval	10
Kennady Shareholder Approval	10
The Arrangement	10
Opinion of RBC Capital Markets	17
Opinion of Haywood Securities Inc.	18
The Arrangement Agreement	18
The Voting and Support Agreements	18
Court Approval of the Arrangement	19
Procedure for Exchange of Kennady Shares	19
Dissent Rights	20
Income Tax Considerations	20
Canadian Securities Laws	20
U.S. Securities Laws	21
Unaudited Pro Forma Condensed Consolidated Financial Information	21
Interests of Certain Persons in the Arrangement	21

MOUNTAIN PROVINCE SHAREHOLDERS – QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT	22

GENERAL PROXY INFORMATION – MOUNTAIN PROVINCE SHAREHOLDERS	27
Date, Time and Place of Mountain Province Meeting	27
Purpose of the Mountain Province Meeting	27
Mountain Province Shareholders Entitled to Vote	27
Voting By Registered Mountain Province Shareholders	28
Voting By Non-Registered Mountain Province Shareholders	30
Solicitation of Proxies	31
Questions	31
Approvals Under TSX Company Manual	32

KENNADY SHAREHOLDERS – QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT	33

GENERAL PROXY INFORMATION – KENNADY SHAREHOLDERS	40
Date, Time and Place of Kennady Meeting	40
Kennady Shareholders Entitled to Vote	40
Voting By Registered Kennady Shareholders	41
Voting By Non-Registered Kennady Shareholders	42
Solicitation of Proxies	43
Questions	44

	Page

THE ARRANGEMENT	45
Background to the Arrangement	45
Recommendation of the Mountain Province Special Committee	49
Recommendation of the Mountain Province Board	49
Recommendation of the Kennady Special Committee	49
Recommendation of the Kennady Board	50
Reasons for the Mountain Province Board and Mountain Province Special Committee
Recommendations	50
Reasons for the Kennady Board and Kennady Special Committee Recommendations	52
Opinion of RBC Capital Markets	55
Opinion of Haywood Securities Inc.	56
Effects of the Arrangement	56
Description of the Arrangement	57
Securityholder and Court Approvals	59
Dissent Rights	61

THE ARRANGEMENT AGREEMENT	63
Representations and Warranties	64
Covenants	64
Conditions Precedent to the Arrangement	66
Non-Solicitation	69
Notification of Acquisition Proposals	70
Responding to Acquisition Proposals	70
Right to Match	71
Termination	71
Termination Fee	73
Amendment and Waiver	74

THE VOTING AND SUPPORT AGREEMENTS	74
Mountain Province Voting and Support Agreements	75
Kennady Voting and Support Agreements	76

PROCEDURE FOR EXCHANGE OF KENNADY SHARES	77
Letter of Transmittal	77
Exchange Procedure	77
Cancellation of Rights after Six Years	78
Fractional Interest	79
Withholding Rights	79

SECURITIES LAW MATTERS	79
Canadian Securities Laws	79
U.S. Securities Laws	82

REGULATORY MATTERS	83

PRINCIPAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	84
Principal Canadian Federal Income Tax Considerations	84
Holders Resident in Canada	85
Holders Not Resident in Canada	87
Eligibility for Investment	89

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS	90
U.S. Federal Income Tax Considerations Relating to the Arrangement	91
U.S. Federal Income Tax Considerations Relating to the Mountain Province Shares	93

	Year ended December 31
	2015	2016	2017
Low	1.1728	1.2544	1.2128
High	1.3990	1.4589	1.3743
Average	1.2787	1.3248	1.2986
Year end	1.3840	1.3427	1.2545

Name of Shareholder	Number of Common Shares⁽¹⁾⁽²⁾	Percentage of Common Shares⁽¹⁾⁽²⁾
Dermot Fachtna Desmond⁽³⁾⁽⁴⁾	37,951,887	23.7%

Kennady Proxy Solicitation Agent:	Laurel Hill Advisory Group
	1-877-452-7184 (North American Toll Free)
	416-304-0211 (Collect outside North America)
	assistance@laurelhill.com

	Attention:	Brad Moore
		bmoore@fasken.com
	Tel:	(416) 865-4550
	Facsimile:	(416) 364-7813

	Attention:	Robert W. Staley / William Bortolin
		staleyr@bennettjones.com
		bortolinw@bennettjones.com
	Tel:	(416) 777-4857
		(416) 777 6126
	Facsimile:	(416) 863-1716

Name	Kennady Shares (#)	Kennady Shares⁽¹⁾ (%)
Mountain Province⁽²⁾	2,000,000	3.8%
Dermot Fachtna Desmond⁽³⁾ 10% Security Holder of Kennady and Mountain Province	14,485,797	27.4%
Jonathan Comerford Chair and Director, Mountain Province	23,455	<0.1%
David Whittle Director, Interim President and Chief Executive Officer, Mountain Province	70,120	0.1%

		Prior to the Arrangement				Mountain Province Shares Received under Arrangement⁽¹⁾		After the Arrangement
		Mountain Province Shares Held		Kennady Shares Held				Pro Forma Mountain Province Shares Held⁽²⁾
Kennady Shareholder	Insider Relationship	(#)	(%)⁽³⁾	(#)	(%)⁽³⁾	(#)	(%)	(#)	(%)
Jonathan Comerford	Director of Kennady	145,204	0.1%	23,455	<0.1%	22,869	<0.1%	168,073	<0.1%
Dermot Fachtna Desmond⁽⁴⁾	10% Security Holder of Kennady and Mountain Province	37,951,887	23.7%	14,485,797	27.4%	14,123,652	8.8%	52,075,539	24.8%
Tom McCandless	Director of Kennady	0	0.0%	200	<0.1%	195	<0.1%	195	<0.1%
Rory Moore	Director of Kennady; Senior Officer of Kennady	0	0.0%	25,500	<0.1%	24,862	<0.1%	24,862	<0.1%
Robert Brian Parsons	Director of Kennady	11,000	<0.1%	15,400	<0.1%	15,015	<0.1%	26,015	<0.1%
Bruce Ramsden	Senior Officer of Kennady	0	0.0%	0	0.0%	0	0.0%	0	0.0%
Claudia Tornquist	Director of Kennady	0	0.0%	10,000	<0.1%	9,750	<0.1%	9,750	<0.1%
		38,108,091	23.8%⁽⁵⁾	14,560,352	27.5%⁽⁵⁾	14,196,343	8.9%⁽⁵⁾	52,304,434	24.9%⁽⁵⁾

Name and Last Position Held	Number of Kennady Shares	% of Kennady Shares⁽¹²⁾	Number of Mountain Province Shares to be issued	% of Mountain Province Shares⁽¹³⁾
Jonathan Comerford⁽¹⁾ Chair and Director	23,455	<0.1%	22,869	<0.1%
David Whittle⁽²⁾ Director, Interim President and Chief Executive Officer	70,120	0.1%	68,367	<0.1%
Perry Ing⁽³⁾ Vice-President Finance and Chief Executive Officer	Nil	0.0%	Nil	0.0%
Reid Mackie⁽⁴⁾ Vice-President Diamond Marketing	Nil	0.0%	Nil	0.0%
Bruce Dresner⁽⁵⁾ Director	500,120	0.9%	487,617	0.3%
Peeyush Varshney⁽⁶⁾ Director	Nil	0.0%	Nil	0.0%

Name and Last Position Held	Number of Kennady Shares	% of Kennady Shares⁽³⁾	Number of Mountain Province Shares to be issued	% of Mountain Province Shares⁽⁴⁾
Rory O. Moore President, Chief Executive Officer and Director	25,500	0.1%	24,862	<0.1%
Jonathan Comerford⁽¹⁾ Director	23,455	<0.1%	22,869	<0.1%
Tom McCandless Director	200	<0.1%	195	<0.1%
Claudia Tornquist Director	10,000	<0.1%	9,750	<0.1%
Robert Brian Parsons⁽²⁾ Director	15,400	<0.1%	15,015	<0.1%
Bruce Ramsden Vice President, Finance, Chief Financial Officer and Corporate Secretary	Nil	0.0%	Nil	0.0%

Officer	Position	Entitlement (before statutory withholding taxes)
Rory O. Moore	President and Chief Executive Officer	$619,200
Bruce Ramsden	Vice President, Finance, Chief Financial Officer and Corporate Secretary	$104,850
Total		$724,050

To:	The Directors of Mountain Province Diamonds Inc.
And To:	The Directors of Kennady Diamonds Inc.