PAGE 1 OF 5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 2
Under the Securities Exchange Act of 1934
MOUNTAIN PROVINCE DIAMONDS INC.
-------------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
62426E402
---------
(CUSIP Number)
BRENDA B. AVELLANO
LINE MANAGEMENT SERVICES LIMITED
57-63 LINE WALL ROAD
GIBRALTAR
011 350 79000
with a copy to
MARY J. MULLANY, ESQUIRE
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
1735 MARKET STREET, 51ST FLOOR
PHILADELPHIA, PENNSYLVANIA 19103
(215) 864-8631
----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 19, 2004
--------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. / /
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP Number 62426E402 PAGE 2 OF 5
1) Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
BOTTIN (INTERNATIONAL) INVESTMENTS LIMITED, AS TRUSTEE OF THE BANDEARG TRUST
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group
(a) _______
(b) _______
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds
OO
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
________________________________________________________________________________
6) Citizenship or Place of Organization
GIBRALTAR
________________________________________________________________________________
Number of Shares 7) Sole Voting Power
Beneficially Owned
By Each Reporting 13,253,430
Person With
________________________________________________________
8) Shared Voting Power
0
________________________________________________________
9) Sole Dispositive Power
13,253,430
________________________________________________________
10) Shared Dispositive Power
0
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person
13,253,430
________________________________________________________________________________
12) Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares
/ /
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
19.7%
________________________________________________________________________________
14) Type of Reporting Persons (See Instructions)
CO
________________________________________________________________________________
CUSIP Number 62426E402 PAGE 3 OF 5
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D, Amendment No. 2 (this "Schedule 13D/A")
amends and supplements the prior statement on Schedule 13D, as amended (the
"Statement"), and relates to shares of common stock of Mountain Province
Diamonds Inc., a British Columbia, Canada corporation (the "Issuer"). The
principal executive offices of the Issuer are located at Suite 212, 525 Seymour
Street, Vancouver, British Columbia, Canada, V6B 3H7.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Statement is hereby amended by deleting the three paragraphs
thereof and replacing them with the following:
Bottin is a Gibraltar corporation and is a private limited company with
its principal place of business at 57-63 Line Wall Road, Gibraltar. Bottin is a
private investment company and is the trustee of the Bandearg Trust (the
"Trust").
During the five years prior to the date hereof, neither Bottin nor the
Trust or, to the best of their knowledge, any executive officer or director of
Bottin (who are listed in the Schedule I attached hereto, the contents of which
are incorporated herein by reference), (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, U.S. federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is hereby amended by adding two new paragraphs
following the last paragraph of Item 3 to read as follows:
In December 2001, Bottin, as trustee of the Trust, acquired beneficial
ownership of 431,034 shares of common stock and warrants to purchase an
additional 431,034 shares of common stock in a private placement transaction for
an aggregate purchase price of CDN $249,999.72. Bottin made this purchase for
cash from the Trust's assets.
In October 2002, Bottin exercised previously issued warrants and acquired
628,500 shares of common stock of the Issuer for an aggregate purchase price of
CDN $502,000. Bottin acquired these shares for cash from the Trust's assets.
ITEM 4. PURPOSE OF THE TRANSACTION.
Bottin, as trustee of the Trust, holds these shares for investment
purposes.
CUSIP Number 62426E402 PAGE 4 OF 5
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Statement is hereby amended by deleting the two paragraphs
thereof and replacing them with the following:
Bottin is, or is deemed to be, the beneficial owner of an aggregate of
13,253,430 shares of common stock of the Issuer (12,822,396 of the outstanding
shares and warrants to purchase an additional 431,034 shares), which represents
19.7% of the outstanding common stock of the Issuer.
Bottin has sole voting and dispositive power as to all of the 13,253,430
shares of common stock reported on this Schedule 13D/A.
CUSIP Number 62426E402 PAGE 5 OF 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 19, 2004 BOTTIN (INTERNATIONAL) INVESTMENTS
LIMITED, as trustee of the Bandearg Trust
By: /s/ Brenda B. Avellano
-------------------------------------
Name: Brenda B. Avellano
Title: Director
SCHEDULE I
AUTHORIZED DIRECTORS AND OFFICERS OF BOTTIN (INTERNATIONAL) INVESTMENTS LIMITED
Desmond R. Reoch Director
Brenda B. Avellano Director
Lesley A. Nuttall Director
Julie Crockett Director
Line Secretaries Limited Secretary