SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)(1)
MOUNTAIN PROVINCE MINING, INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value Per Share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
62426E105
-------------------------------------------------------------------------
(CUSIP Number)
Judy K. Mencher
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02181
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 8, 1996
-----------------------------------------------------------------------
(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(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 19 Pages)
- --------
(1) 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 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).
<PAGE>
SCHEDULE 13D
CUSIP Nos. 62426E105 Page 2 of 19 Pages
- -------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,668,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,668,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,668,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.33%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP Nos. 62426E105 Page 3 of 19 Pages
- -------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Overseas Corp.
98-0151108
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,095,050
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,095,050
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,095,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.68%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP Nos. 62426E105 Page 4 of 19 Pages
- -------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Galileo Fund, L.P.
04-3258283
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 26,250
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 26,250
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.12%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP Nos. 62426E105 Page 5 of 19 Pages
- -------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Galileo, LLC
04-3304422
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,121,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,121,300
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,121,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.80%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP Nos. 62462E105 Page 6 of 19 Pages
- -------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Galileo Management, LLC
04-3304416
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,121,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,121,300
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,121,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.80%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP Nos. 62462E105 Page 7 of 19 Pages
- -------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Copernicus Fund, L.P.
04-3193825
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 531,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 531,700
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.46%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP Nos. 62462E105 Page 8 of 19 Pages
- -------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Copernicus, LLC
04-3304417
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 531,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 531,700
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.46%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP Nos. 62462E105 Page 9 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Copernicus Management, LLC
04-3304419
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 531,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 531,700
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.46%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP Nos. 62462E105 Page 10 of 19 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kepler Overseas Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 15,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 15,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.07%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 11 of 19 Pages
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Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, no par value per
share (the "Shares") of Mountain Province Mining, Inc. (the "Company"). The
principal executive offices of the Company are located at 789 West Pender
Street, Suite 1205, Vancouver, British Columbia, Canada VGC 1H2.
Item 2. Identity and Background.
This statement is being filed jointly by DDJ Capital Management, LLC
("DDJ"), a Massachusetts limited liability company, DDJ Overseas Corp., a Cayman
Islands corporation, DDJ Galileo, LLC, a Massachusetts limited liability
company, DDJ Galileo Management, LLC, a Massachusetts limited liability company,
The Galileo Fund, L.P., a Delaware limited partnership, Kepler Overseas Corp., a
Cayman Islands corporation, The Copernicus Fund, L.P., a Massachusetts limited
partnership, DDJ Copernicus, LLC, a Massachusetts limited liability company, and
DDJ Copernicus Management, LLC, a Massachusetts limited liability company. Each
of the aforementioned entities shall be collectively referred to as the "DDJ
Affiliates." DDJ Copernicus, LLC is the general partner of, and DDJ Copernicus
Management, LLC is the investment manager for, The Copernicus Fund, L.P.; DDJ
Galileo, LLC owns all of the voting securities of and DDJ Galileo Management,
LLC is the investment manager for DDJ Overseas Corp. DDJ Galileo, LLC is the
general partner of, and DDJ Galileo Management, LLC is the investment manager
for, The Galileo Fund, L.P. DDJ provides administrative services to the DDJ
Affiliates and is the investment manager for Kepler Overseas Corp.
The Shares described herein are owned by either The Copernicus Fund,
L.P., The Galileo Fund, L.P., Kepler Overseas Corp., or DDJ Overseas Corp.
(jointly, the "Funds"). The principal office of each of DDJ and the DDJ
Affiliates, with the exception of DDJ Overseas Corp. and Kepler Overseas Corp.,
are located at 141 Linden Street, Suite 4, Wellesley, Massachusetts 02181. The
principal office of DDJ Overseas Corp., and Kepler Overseas Corp. is: c/o
Goldman Sachs (Cayman), Harbor Center, 2nd Floor, George Town, Post Office Box
896, Grand Cayman Islands.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and members of DDJ
and each of the DDJ Affiliates are set forth on Schedule A hereto.
Within the past five years, none of the persons named in this Item 2
or listed on Schedule-A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any violations
with respect to such laws.
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 12 of 19 Pages
- ------------------- -------------------
The Shares to which this statement relates are owned directly by one
or both of the Funds.
Item 3. Source and Amount of Funds or Other Consideration.
The Funds which own or owned Shares purchased in the aggregate
2,668,000 shares for cash in the amount of approximately $12,652,519.03
including brokerage commissions. All of the 531,700 Shares of common stock now
owned by The Copernicus Fund, L.P. were purchased for cash or on margin pursuant
to a typical customer margin agreement with Goldman Sachs & Co.; and all of the
2,095,050 Shares now owned by DDJ Overseas Corp. were purchased for cash or on
margin pursuant to a typical customer margin agreement with Goldman Sachs & Co.;
all of the 26,250 Shares now owned by The Galileo Fund, L.P., were purchased for
cash, and all of the 15,000 Shares now owned by Kepler Overseas Corporation were
purchased for cash or on margin pursuant to a typical customer margin agreement
with Goldman Sachs & Co.
Item 4. Purpose of Transaction.
The Shares were purchased in order to acquire an equity interest in
the Company in pursuit of specified investment objectives established by the
investors in the Funds. The DDJ Affiliates may continue to have the Funds
purchase Shares subject to a number of factors, including, among others, the
availability of Shares for sale at what they consider to be reasonable prices
and other investment opportunities that may be available to the Funds.
The DDJ Affiliates intend to review continuously the equity position
of the Funds in the Company. Depending upon future evaluations of the business
prospects of the Company and upon other developments, including, but not limited
to, general economic and business conditions and money market and stock market
conditions, the DDJ Affiliates may determine to cease making additional
purchases of Shares or to increase or decrease the equity interest in the
Company by acquiring additional Shares, or by disposing of all or a portion of
the Shares.
None of the DDJ Affiliates has any present plan or proposal which
relates to or would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization, liquidation, or sale or transfer of a material
amount of assets of or involving the Company or any of its subsidiaries, (ii)
any change in the Company's present board of directors or management, (iii) any
material changes in the Company's present capitalization or dividend policy or
any other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or bylaws, (v) the Company's Shares becoming
eligible for termination of their registration pursuant to Section 12(g)(4) of
the 1934 Act, or (vi) any similar action.
Item 5. Interest in Securities of Issuer.
(a) DDJ Overseas Corp. owns, and DDJ Galileo, LLC and DDJ Galileo
Management LLC beneficially own as majority shareholder and investment manager,
respectively, of DDJ
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 13 of 19 Pages
- ------------------- -------------------
Overseas Corp., 2,095,050 Shares, including 300,000 Special Warrants*,
or approximately 9.68% of the outstanding Shares of the Company. The Copernicus
Fund, L.P. owns, and DDJ Copernicus, LLC and DDJ Copernicus Management, LLC
beneficially own, as general partner and investment manager, respectively, of
The Copernicus Fund, L.P., 531,700 Shares, or approximately 2.46% of the
outstanding Shares of the Company. The Galileo Fund, L.P. owns, and DDJ Galileo,
LLC and DDJ Galileo Management, LLC beneficially own as the general partner and
investment manager, respectively, of The Galileo Fund, L.P., 26,250 Shares or
approximately 0.12% of the Company. Kepler Overseas Corp. owns, and DDJ Capital
Management, LLC, as investment manager for Kepler Overseas Corp. beneficially
owns, 15,000 Shares or approximately 0.07% of the Company. DDJ, as administrator
to the other DDJ Affiliates and investment manager to Kepler Overseas Corp. may
be deemed to beneficially own 2,668,000 Shares, or approximately 12.33% of the
outstanding Shares of the Company. DDJ disclaims any such beneficial ownership
beyond the 15,000 Shares owned by Kepler Overseas Corp. Daniel G. Harmetz, a
Member of DDJ, DDJ Galileo, LLC, DDJ Galileo Management, LLC, DDJ Copernicus,
LLC, DDJ Copernicus Management, LLC beneficially owns 75,000 Shares representing
0.35% of the outstanding shares of the Company. He has sole power to vote and to
dispose of such Shares. Neither DDJ nor any of the DDJ Affiliates and, to the
best knowledge of DDJ and the DDJ Affiliates, with the exception of Mr. Harmetz,
none of the persons named in Schedule A, beneficially own any other Shares.
(b) Each of the aforementioned entities has sole power to vote and to
dispose of the Shares so indicated.
(c) During the period from February 14, 1996, to the date hereof, the
Funds have purchased 2,668,000 Shares. Except as set forth on the attached
Schedule-B, none of the DDJ Affiliates, and, to the best knowledge of the DDJ
Affiliates, none of the persons named in Schedule A hereto have effected any
transaction in the Shares during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
None of the DDJ Affiliates and, to the best knowledge of the DDJ
Affiliates, none of the persons named in Schedule A hereto have any contract,
arrangement, understanding or relationship with any person with respect to any
securities of the Company, including respecting voting or transfer of Company
securities or joint venture, finder's fee or the like.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
- ----------------
*Each Special Warrant is exercisable into one unit consisting of one Share of
Common Stock and one-half of one common Share purchase warrant (a "Unit") on or
before the earlier of October 10, 1997 or five business days after the date on
which the last of the receipts for the Company's final prospectus qualifying
distribution of the Units is issued by the appropriate securities regulatory
authorities. Any Special Warrant not exercised prior to such earlier date will
be deemed to be exercised in full. The Company is responsible for qualifying
distribution of the Units with appropriate securities regulatory authorities,
and if such qualification is not completed by February 7, 1997, each Special
Warrant will be exercisable into 1.1 Shares of Common Stock and .55 common
Share purchase warrants.
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 14 of 19 Pages
- ------------------- -------------------
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.
DDJ CAPITAL MANAGEMENT, LLC
BY: /s/ Judy K. Mencher
______________________________
Judy K. Mencher
Member
Date: December 9, 1996
______________________________
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 15 of 19 Pages
- ------------------- -------------------
SCHEDULE A
The name and present principal occupation or employment of each
executive officer and member of DDJ Capital Management, LLC and each of the DDJ
Affiliates are set forth below. The business address of each person is 141
Linden Street, Suite 4, Wellesley, MA 02181 and the address of the corporation
or organization in which such employment is conducted is the same as each
person's business address except that the principal address of DDJ Overseas
Corp. and Kepler Overseas Corp. is set forth in Item 2. All of the persons
listed below are U.S. citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
Daniel G. Harmetz Principal of DDJ Capital Management, LLC, DDJ
Galileo, LLC, DDJ Galileo Management, LLC, DDJ
Copernicus, LLC and DDJ Copernicus Management,
LLC.
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ
Galileo, LLC, DDJ Galileo Management, LLC, DDJ
Copernicus, LLC and DDJ Copernicus Management,
LLC.
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ
Galileo, LLC, DDJ Galileo Management, LLC, DDJ
Copernicus, LLC, DDJ Copernicus Management,
LLC, Director of Kepler Overseas Corp. and Vice
President of DDJ Overseas Corp.
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 16 of 19 Pages
- ------------------- -------------------
SCHEDULE B
Mountain Province Mining, Inc.
Set forth below is an itemization of all purchases and sales of Shares
since February 14, 1996. The transactions were made for cash in open market
transactions.
TYPE - PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
- ------------------------------------------------------------------------------
02/14/96 Purchase 20,100 115,354.94
02/14/96 Purchase 29,900 171,572.78
02/15/96 Purchase 20,100 113,854.90
02/15/96 Purchase 29,900 169,341.64
02/16/96 Purchase 11,100 62,184.42
02/16/96 Purchase 16,700 93,563.59
02/20/96 Purchase 16,900 92,125.91
02/20/96 Purchase 25,300 137,806.06
02/21/96 Purchase 13,300 71,746.43
02/21/96 Purchase 19,200 103,491.65
02/22/96 Purchase 7,500 40,256.39
02/22/96 Purchase 11,200 60,133.68
02/23/96 Purchase 9,700 52,025.60
02/23/96 Purchase 14,600 78,335.37
02/26/96 Purchase 1,300 7,022.55
02/26/96 Purchase 18,700 101,024.38
02/27/96 Purchase 15,000 79,095.00
02/29/96 Purchase 12,500 71,147.63
03/04/96 Purchase 31,000 178,839.00
03/04/96 Purchase 61,000 351,909.00
03/07/96 Purchase 25,000 145,125.00
03/07/96 Purchase 50,000 290,250.00
03/20/96 Purchase 8,300 52,422.80
03/20/96 Purchase 16,700 105,477.20
03/27/96 Purchase 23,300 141,339.50
03/27/96 Purchase 46,700 283,235.50
03/28/96 Purchase 7,500 45,595.00
03/28/96 Purchase 15,000 91,140.00
03/29/96 Purchase 63,000 415,762.00
03/29/96 Purchase 125,700 829,494.30
04/01/96 Purchase 16,700 108,408.00
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 17 of 19 Pages
- ------------------- -------------------
TYPE - PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
- ------------------------------------------------------------------------------
04/01/96 Purchase 33,300 216,117.00
04/03/96 Purchase 33,300 222,136.00
04/03/96 Purchase 66,700 444,889.00
04/04/96 Purchase 8,300 55,585.20
04/04/96 Purchase 16,700 111,789.80
04/08/96 Purchase 50,000 343,625.00
04/08/96 Purchase 100,000 687,200.00
04/09/96 Purchase 16,600 119,063.60
04/09/96 Purchase 33,400 239,511.40
04/12/96 Purchase 10,000 63.290.00
04/12/96 Purchase 20,000 126,530.00
04/16/96 Purchase 10,000 63,315.00
04/16/96 Purchase 20,000 126,580.00
04/19/96 Purchase 4,300 25,533.40
04/19/96 Purchase 8,700 51,660.60
05/06/96 Purchase 5,700 32,438.70
05/06/96 Purchase 11,300 64,308.30
05/07/96 Purchase 3,300 18,942.00
05/07/96 Purchase 6,700 38,458.00
05/09/96 Purchase 2,400 13,147.20
05/09/96 Purchase 4,800 26,294.40
05/16/96 Purchase 16,700 94,972.90
05/16/96 Purchase 33,300 189,377.10
05/17/96 Purchase 44,200 258,879.40
05/21/96 Purchase 8,250 48,675.00
05/21/96 Purchase 16,750 98,825.00
06/13/96 Purchase 25,000 110,250.00
06/13/96 Purchase 50,000 220,500.00
06/18/96 Purchase 12,000 46,524.00
06/18/96 Purchase 31,300 122,696.00
06/19/96 Purchase 3,600 14,180.40
06/20/96 Purchase 2,500 9,492.50
06/24/96 Purchase 10,000 42,670.00
06/25/96 Purchase 25,000 104,375.00
07/03/96 Purchase 150,000 559,585.50
07/09/96 Purchase 41,000 142,885.00
07/10/96 Purchase 50,000 180,154.07
07/15/96 Purchase 10,000 33,200.00
07/15/96 Purchase 30,000 99,600.00
07/16/96 Purchase 1,000 3,037.00
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 18 of 19 Pages
- ------------------- -------------------
TYPE - PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
- ------------------------------------------------------------------------------
07/16/96 Purchase 8,900 27,029.30
07/22/96 Purchase 10,000 33,520.00
08/09/96 Purchase 11,500 36,834.50
08/26/96 Purchase 25,000 86,000.00
08/27/96 Purchase 5,000 17,136.00
08/27/96 Purchase 15,000 51,408.00
08/30/96 Purchase 2,000 7,560.00
09/05/96 Purchase 25,000 92,800.00
10/07/96 Purchase 5,000 17,045.00
10/07/96 Purchase 15,000 51,135.00
10/10/96 Purchase 450,000** 1,086,073.14
10/16/96 Purchase 15,000 50,745.00
10/18/96 Purchase 3,750 12,843.75
10/18/96 Purchase 11,250 38,531.25
10/21/96 Purchase 2,000 6,964.00
10/21/96 Purchase 6,000 20,892.00
10/22/96 Purchase 2,500 8,991.25
10/22/96 Purchase 7,500 26,973.75
10/25/96 Purchase 3,000 10,233.00
10/25/96 Purchase 9,000 30,699.00
10/28/96 Purchase 2,900 9,541.00
10/31/96 Purchase 1,250 4,100.00
10/31/96 Purchase 3,750 12,300.00
11/07/96 Purchase 7,200 25,387.20
11/08/96 Purchase 12,500 47,875.00
11/08/96 Purchase 37,500 143,625.00
11/11/96 Purchase 1,300 4,763.20
11/11/96 Purchase 4,000 14,656.00
11/13/96 Purchase 50,000 182,500.00
11/14/96 Purchase 25,000 90,200.00
11/18/96 Purchase 5,000 17,095.00
11/18/96 Purchase 15,000 51,285.00
11/25/96 Purchase 2,000 6,386.00
11/25/96 Purchase 6,000 19,158.00
11/29/96 Purchase 3,750 13,237.50
11/29/96 Purchase 5,000 17,190.00
11/29/96 Purchase 11,250 39,712.50
- --------
** Represents the purchase of 300,000 Special Warrants each of which is
exercisable into one unit consisting of one Share of Common Stock and one-half
of one common Share purchase warrant (a "Unit") on or before the earlier of
October 10, 1997 or five business days after the date on which the last of
the receipts for the Company's final prospectus qualifying distribution of the
Units is issued by the appropriate securities regulatory authorities. Any
Special Warrant not exercised prior to such earlier date will be deemed to be
exercised in full. The Company is responsible for qualifying distribution of the
Units with appropriate securities regulatory authorities, and if such
qualification is not completed by February 7, 1997, each Special Warrant will
be exercisable into 1.1 Shares of Common Stock and .55 common Share purchase
warrants.
<PAGE>
SCHEDULE 13D
CUSIP No. 62462E105 Page 19 of 19 Pages
- ------------------- -------------------
TYPE - PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
- ------------------------------------------------------------------------------
11/29/96 Purchase 15,000 51,570.00
12/02/96 Purchase 18,200 59,150.00
338328.c1
