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PAGE 1 OF 6 PAGES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934
MOUNTAIN PROVINCE MINING INC.
-----------------------------
(Name of Issuer)
COMMON STOCK
------------------------------
(Title of Class of Securities)
62426E402
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(CUSIP Number)
BRENDA B. TATTERSALL
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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 25, 2000
-----------------------------------------------------
(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. [ X ]
* 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).
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PAGE 2 OF 6 PAGES
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1) Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
BOTTIN (INTERNATIONAL) INVESTMENTS LIMITED
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2) Check the Appropriate Box if a Member of a Group *
(a)
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(b)
----------
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3) SEC Use Only
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4) Source of Funds
WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place of Organization
GIBRALTAR
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Number of Shares 7) Sole Voting Power
Beneficially Owned
By Each Reporting 10,305,211
Person With ----------------------------------------------------
8) Shared Voting Power
0
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9) Sole Dispositive Power
10,305,211
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10) Shared Dispositive Power
0
----------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,305,211
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12) Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
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13) Percent of Class Represented by Amount in Row (11)
22.01%
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14) Type of Reporting Persons (See Instructions)*
CO
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PAGE 3 OF 6 PAGES
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2) Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
DERMOT DESMOND
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2) Check the Appropriate Box if a Member of a Group *
(a)
--------
(b)
--------
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3) SEC Use Only
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4) Source of Funds
N/A
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place of Organization
IRELAND
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Number of Shares 7) Sole Voting Power
Beneficially Owned
By Each Reporting 10,305,211
Person With ----------------------------------------------------
8) Shared Voting Power
0
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9) Sole Dispositive Power
10,305,211
----------------------------------------------------
10) Shared Dispositive Power
0
----------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,305,211
-------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
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15) Percent of Class Represented by Amount in Row (11)
22.01%
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16) Type of Reporting Persons (See Instructions)*
IN
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ITEM 1. SECURITY AND ISSUER.
-------------------
This Statement on Schedule 13D (this "Schedule 13D") relates to shares
of common stock of Mountain Province Mining Inc., a British Columbia, Canada
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 1205-789 West Pender Street, Vancouver, British Columbia, Canada, V6C
1H2 A1.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
Bottin (International) Investments Limited ("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.
Mr. Dermot Desmond has his principal business address at 57-63 Line
Wall Road, Gibraltar. Mr. Desmond is an entrepreneur and owns 100% of the
capital stock of Bottin. He is joining in this Schedule 13D because of such
beneficial ownership of Bottin and has no other direct or indirect beneficial
ownership of the capital stock of the Issuer. Mr. Desmond disclaims beneficial
ownership of these shares, other than as a result of such ownership of Bottin.
He is a citizen of Ireland.
During the five years prior to the date hereof, neither of Bottin nor
Mr. Desmond, nor, 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 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.
-------------------------------------------------
Bottin acquired beneficial ownership of an aggregate of 1,257,000
units, each unit consisting of one share of common stock and one-half of a
non-transferable warrant, one whole warrant of which entitles the holder to
purchase one additional share of common stock of the Issuer, in a private
placement transaction pursuant to a Subscription Agreement dated October 25,
2000 (the "Subscription Agreement"). Bottin made this purchase for cash from its
current working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
--------------------------
Pursuant to the Subscription Agreement, Bottin purchased 1,257,000
units from the Issuer, each unit consisting of one share of common stock and
one-half of a non-transferable warrant, one whole warrant of which entitles the
holder to purchase one additional share of common stock. The warrants are
exercisable for two years at an exercise price of CDN$0.70 per share for the
first year and CDN$0.80 per share for the second year.
As a result of this transaction, Bottin increased its ownership of
common stock of the Issuer to 10,305,211 shares. As previously reported on a
Schedule 13G, in June 2000, Bottin had acquired beneficial ownership of
8,419,711 shares of common stock of the Issuer as a result of an amalgamation of
Glenmore Highlands Inc., a private limited company that had been owned by
Bottin, into a subsidiary of the Issuer, and an exchange of the outstanding
shares of Glenmore Highlands Inc. for shares of the Issuer.
This Schedule 13D is filed pursuant to Section 240.13d-1(f) to report
Bottin's beneficial ownership of more than 20% of the outstanding common stock
of the Issuer. Bottin holds these shares for investment purposes.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Bottin beneficially owns, or is deemed to own, an aggregate of
10,305,211 shares of common stock of the Issuer (9,676,711 of the outstanding
shares and warrants to purchase an additional 628,500 shares), which represents
22.01% of the outstanding common stock of the Issuer.
Bottin has sole voting and dispositive power as to all of the
10,305,211 shares of common stock reported on this Schedule 13D. Mr. Desmond
also has sole voting and dispositive power as to all such shares as a result of
his ownership of Bottin.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------------
Bottin purchased the securities reported on this Schedule 13D pursuant
to the Subscription Agreement. The description of the transaction discussed in
Item 4 is further described in the Subscription Agreement. Such document is
incorporated herein by reference for all of the terms and conditions of such
document. Except as described in this Schedule 13D, neither of Bottin nor Mr.
Desmond has any other contracts, arrangements, understandings or relationships
with any persons with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit A Subscription Agreement dated as of October 25, 2000, between Bottin
and the Issuer.
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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: November 8, 2000 BOTTIN (INTERNATIONAL) INVESTMENTS
LIMITED
By: /s/ Brenda B. Tattersall
-------------------------------
Name: Brenda B. Tattersall
Title: Director
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: November 8, 2000 By: /s/ Dermot Desmond
----------------------
Name: Dermot Desmond
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SCHEDULE I
AUTHORIZED OFFICERS OF BOTTIN (INTERNATIONAL) INVESTMENTS LIMITED
Dermot Desmond Director
Desmond R. Reoch Director
Brenda B. Tattersall Director
Lesley A. Nuttall Director
Julie Crockett Director
Line Secretaries Limited Director
