Wealth Minerals (WMLLF) 6-K Form 6K of the Registrant Dated November 16, 2006

 FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

WEALTH MINERALS LTD. (the “Issuer”)

Suite 1901, 1177 West Hastings Street

Vancouver, B.C.

V6E 2K3

Item 2. Date of Material Change

November 15, 2006

Item 3. News Release

The date of the press release issued pursuant to section 7.1 of National Instrument 51-102 with respect to the material change disclosed in this report is November 15, 2006.  The press release was issued in Vancouver, British Columbia through the facilities of the TSX Venture Exchange, Canada Stockwatch and Market News Publishing.

Item 4. Summary of Material Change

The Issuer has granted incentive stock options to a director for 50,000 common shares at $1.72 for two years.  

Item 5. Full Description of Material Change

Pursuant to its 2004 Incentive Stock Option Plan, the Issuer has granted incentive stock options to a director of the Issuer, to purchase up to an aggregate 50,000 common shares.  The options are exercisable on or before November 15, 2008 at a price of $1.72 per share.

Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential.

Item 8. Senior Officer

The following senior officer of the Issuer is knowledgeable about the material change disclosed in this report.

Marla K. Ritchie, Corporate Secretary

Business Telephone No.:  (604) 331-0096, Ext. 236

Item 9. Date of Report

November 15, 2006