Agoracom: Small Cap Investment - Peregrine Diamonds Ltd. - Goodman & Company - 13,029,07 common shares

Diamond Development & Exploration

Baffin Island, Nunavut ♦ Manitoba ♦ Northwest Territories

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Goodman & Company - 13,029,07 common shares - 14.75% interest

posted on Nov 26, 2008 04:22AM

PEREGRINE DIAMONDS LTD.

EARLY WARNING REPORT FILED PURSUANT TO NATIONAL INSTRUMENT 62-103

SECTION 111 OF THE SECURITIES ACT (BRITISH COLUMBIA)

SECTION 141 OF THE SECURITIES ACT (ALBERTA)

SECTION 101 OF THE SECURITIES ACT (ONTARIO)

(a) The name and address of the eligible institutional investor.

Goodman & Company, Investment Counsel Ltd. (“G&C”) One Adelaide Street East, 29

th FloorToronto, OntarioM5C 2V9

(b) The net increase or decrease in the number or principal amount of securities,and in the eligible institutional investor’s security holding percentage in theclass of securities, since the last report filed by the eligible institutional investor under Part 4 or the early warning requirements.

Since our last report filed on April 10, 2008, G&C, on behalf of one or more ofthe mutual funds or other client accounts managed by it, acquired 5,142,807common shares of Peregrine Diamonds Ltd. (“Peregrine”). During this period,the issued and outstanding share capital number increased. This represents anincrease of G&C’s position in Peregrine by 2.55%, on an undiluted basis, as at

September 30, 2008.

(c) The designation and number or principal amount of securities and the eligible institutional investor’s securityholding percentage in the class ofsecurities at the end of the month for which the report is made.

G&C, on behalf of one or more of the mutual funds or other client accountsmanaged by it, exercises control or direction over 13,029,07 common shares of Peregrine. This represents an approximate 14.75% interest, on an undiluted basis, asat September 30, 2008.

(d) The designation and number or principal amount of securities and thepercentage of outstanding securities of the class of securities referred to inparagraph (c) over which:(i) the eligible institutional investor, either alone or together with anyjoint actors, has ownership and control,

Not applicable.

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(ii) the eligible institutional investor, either alone or together with anyjoint actors, has ownership but control is held by other entities otherthan the eligible institutional investor or any joint actor, and

Not applicable.

(iii) the eligible institutional investor, either alone or together with anyjoint actors, has exclusive or shared control but does not haveownership.

G&C, through one or more mutual funds or other client accounts managedby it, exercises control or direction over 13,029,907 common shares ofPeregrine. This represents an approximate 14.75% interest on an undilutedbasis.

(e) The purpose of the eligible institutional investor and any joint actors inacquiring or disposing of ownership of, or control over, the securities,including any future intention to acquire ownership of, or control over,additional securities of the reporting issuer.

The securities of Peregrine acquired by G&C, on behalf of one or more of themutual funds or other client accounts managed by it, are held for investmentpurposes. These investments will be reviewed on a continuing basis and suchholdings may be increased or decreased in the future.

(f) The general nature and the material terms of any agreement, other thanlending arrangements, with respect to securities of the reporting issuerentered into by the eligible institutional investor, or any joint actor, and the issuer of the securities or any other entity in connection with any transaction or occurrence resulting in the change in ownership or control giving rise to the report, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities.

Not applicable.

(g) The names of any joint actors in connection with the disclosure required by this Form.

Not applicable.

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(h) If applicable, a description of any change in any material fact set out in a previous report by the eligible institutional investor under the early warning requirements or Part 4 (Alternative Monthly Reporting System) in respect of the reporting issuer's securities.

Not applicable.

(i) Goodman & Company, Investment Counsel Ltd. is eligible to file reports under Part 4 in respect of the reporting issuer.

DATED

this 10th day of October, 2008.
GOODMAN & COMPANY, INVESTMENT COUNSEL LTD.

Per:

“Todd Beallor”