| FORM 51–102F3 |
| MATERIAL CHANGE REPORT |
| UNDER NATIONAL INSTRUMENT 51-102 |
| Item 1 | Name and Address of Company |
American Bonanza Gold Corp.
Suite 1238, 200 Granville Street
Vancouver, BC, V6C 1S4
(the “Company”)
| Item 2 | Date of Material Change |
April 9, 2013.
On April 11, 2013, a news release was issued, disseminated and filed with the applicable regulatory authorities via SEDAR.
| Item 4 | Summary of Material Change |
The Company has reached an agreement with an arm’s length lender for a $1 million short term unsecured loan.
| Item 5 | Full Description of Material Change |
| | |
| 5.1 | Full Description of Material Change |
The Company has reached an agreement with an arm’s length lender for a $1 million short term unsecured loan. The loan bears interest at 20% per annum before default, and 40% after default. The loan must be repaid by April 30, 2013. In connection with the loan, the Company has agreed to issue an aggregate of 1,000,000 warrants, each warrant exercisable to acquire one common share of the Company at $0.12 per share for a period of two years from issuance. The issue of the warrants is subject to the approval of the TSX.
All securities issued by the Company described above will be subject to a hold period of four months from the date of issue.
| 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.
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| Item 7 | Omitted Information |
Not applicable.
| Brian Kirwin |
| President & Chief Executive Officer |
| Telephone: (604) 688-7509 |
| Email: info@americanbonanza.com |
June 7, 2013.
