Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1.
NAME AND ADDRESS OF ISSUER
Cream Minerals Ltd. (the “Issuer”)
Suite 1400 – 570 Granville Street
Vancouver, British Columbia V6C 3P1
ITEM 2.
DATE OF MATERIAL CHANGE
December 8, 2010
ITEM 3.
NEWS RELEASE
Issued December 8, 2010 and distributed through the facilities of Marketwire.
ITEM 4.
SUMMARY OF MATERIAL CHANGE
The Issuer announced that is has entered into an agreement with PowerOne Capital Markets Limited for a $5,000,000 bought deal private placement offering.
ITEM 5.1
FULL DESCRIPTION OF MATERIAL CHANGE
The Company announced that it has entered into an agreement with PowerOne Capital Markets Limited (the “Underwriter”), to act as sole underwriter on a bought deal basis,
for a brokered private placement (the “Offering”) of 31,250,000 units (the “Units”) at $0.16 per Unit for aggregate gross proceeds to the Company of $5,000,000 with an over-
allotment option exercisable by the Underwriter in its sole discretion at any time before the closing date of the Offering (the “Closing Date”) to increase the size of the Offering by up to $1,000,000.
Each Unit will consist of one common share of the Company (a “Common Share”) and one common share purchase warrant of Cream (a “Warrant”). Each Warrant will entitle
the holder thereof to acquire one Common Share of the Company at an exercise price of $0.24 per Common Share for a period of 24 months from the Closing Date. However, if
after four months and one day following the Closing Date, the Common Shares of the Company close on the TSX Venture Exchange at a price in excess of $0.60 per Common
Share for 20 consecutive days, the Company will be able to accelerate the expiry of the Warrants to the date that is 30 days after notice of the new expiry date is provided to the holders of the Warrants.
The net proceeds from the Offering will be used by the Company for exploration of its natural resource properties and general and administrative expenditures.
In connection with the Offering, a cash commission of 8% of the aggregate gross proceeds arising therefrom will be paid to the Underwriter. In addition, upon closing of
the Offering the Underwriter will receive such number of warrants (the “Compensation Warrants”), equal to 10% of the total number of Units issued in connection with the
Offering. The Compensation Warrants will be exercisable at a price of $0.16 per Compensation Warrant for a period of 24 months from the Closing Date to acquire one Unit.
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The private placement is subject to the approval of the TSX Venture Exchange. Securities issued in the Offering will be subject to a four month hold period in Canada. Thesecurities being offered have not been, nor will they be, registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold in the UnitedStates, or to, or for the account or benefit of U.S. persons, absent registration or anapplicable exemption from registration requirements. This press release shall notconstitute an offer to sell or the solicitation of an offer to buy, nor shall there be any saleof securities in any jurisdiction in which such offer, solicitation or sale would beunlawful.
Minco Offer
Cream has elected to allow the partial purchase, option and joint venture offer received from Minco Silver Corporation in respect of Cream’s Nuevo Milenio project to expire. As previously announced, Minco had agreed to leave its offer open for acceptance for one day following the expiry of the unsolicited bid for Cream made by Endeavour Silver Corp. That bid expired, without any take-up of shares by Endeavour, on December 6, 2010.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that termis defined in the policies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
This news release contains forward-looking statements and information within themeaning of applicable Canadian securities laws and the "safe harbor'' provisions of theU.S. Private Securities Litigation Reform Act of 1995. These statements are basedonmanagement's current expectations and beliefs and are subject to a number of risks anduncertainties that could cause actual results to differ materially from those described inthe forward-looking statements. Examples of such forward-looking information include, but are not limited to: whether the Offering is completed and the proposed use ofproceeds from the Offering. Forward-looking information is based on a number ofassumptions which may prove to be incorrect, including, but not limited to: the ability ofthe Company and the Underwriter to complete the Offering and receipt of all necessaryapprovals to the for the completion of the Offering. Although Cream believes that theexpectations expressed in such forward looking statements arereasonable, there is noassurance that developments beyond its control will not result in Cream's expectationsregarding such matters proving to be incorrect. Factors which could cause actual resultsto differ materially from current expectations include, but are not limited to: risks anduncertainties relating to the Offering; the Underwriter’s ability to complete the Offering;changes in the business and affairs of Cream; a failure to receive all necessarygovernmental, regulatory and stock exchangeapprovals required by in connection withthe Offering; inherent uncertainties involved in mineral resource estimates; fluctuationsin interest rates and exchange rate; general economic conditions; competitive conditionsin the businesses in which Cream operates;and changes in laws, rules and regulationsapplicable to Cream. Cream specifically disclaims any obligation to update theseforward-looking statements, whether as a result of new information, future events orotherwise, except as required by law. These forward-looking statements should not be relied upon as representing Cream's views as of any date subsequent to the date of thisnews release.
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ITEM 5.2
DISCLOSURE FOR RESTRUCTURING TRANSACTIONS
Not applicable.
ITEM 6.
RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
Not Applicable.
ITEM 7.
OMITTED INFORMATION
There are no significant facts required to be disclosed herein which have been omitted.
ITEM 8.
EXECUTIVE OFFICER
Contact:
Michael E. O'Connor
Telephone:
(604) 687-4622
ITEM 9.
DATE OF REPORT
December 10, 2010
