FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
KNIGHT RESOURCES LTD.
3rd Floor, 157 Alexander Street
Vancouver, BC V6A 1B8
Item 2 Date of Material Change
November 15, 2004
Item 3 News Release
The news release dated November 15, 2004 was issued in Vancouver, BC and disseminated through CCN Matthews.
Item 4 Summary of Material Change
The Company reports that on November 12, 2004 the Company commenced litigation (the ‘Knight Action’) in the Supreme Court of British Columbia against Novawest Resources Inc., (‘Novawest’) and Brian F. Adams, Jerry W. Dibble, Patrick D. O’Brien and Peter W. Short (the ‘Personal Defendants’), all directors and officers of Novawest.
Item 5 Full Description of Material Change
The Company reports that on November 12, 2004 the Company commenced litigation (the ‘Knight Action’) in the Supreme Court of British Columbia against Novawest Resources Inc., (‘Novawest’) and Brian F. Adams, Jerry W. Dibble, Patrick D. O’Brien and Peter W. Short (the ‘Personal Defendants’), all directors and officers of Novawest.
The Knight Action alleges that Novawest, at the behest of the Personal Defendants, filed a Statement of Claim in the Vancouver Registry of the British Columbia Supreme Court under Action No. S042230 on April 21, 2004 (the ‘Novawest Action’) with the purpose, among other things, of causing injury to the Company. The Company is not a defendant in the Novawest Action, but is party to an Option and Joint Venture Agreement with the primary defendant in the Novawest Action, Anglo American Exploration (Canada) Ltd., with respect to the property that is the subject of the Novawest Action. That property is referred to by the Company as the West Raglan Project.
The Knight Action also alleges that at all material times Novawest and the Personal Defendants knew or ought to have known that all allegations contained in the Novawest Action and an April 21, 2004 Novawest News Release were misrepresentations. Those misrepresentations were made by Novawest, at the behest of the Personal Defendants, with the intention of depressing the value of the Company’s shares generally and the amount of funds the Company can raise through the sale of treasury shares.
The Statement of Claim filed by the Company alleges the actions of Novawest and the Personal Defendants amount to 1) Interference with Economic Interests; 2) Abuse of Process; 3) Civil Conspiracy; and 4) Injurious Falsehood. A Statement of Claim that sets out in more detail the allegations in the lawsuit has been filed in the Vancouver Registry of the British Columbia Supreme Court under Action No. S046306.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Confidentiality is not requested.
Item 7 Omitted Information
No information has been omitted in respect of the material change.
Item 8 Executive Officer
DAVID PATTERSON
Chief Executive Officer Telephone: (604) 684-6535
Item 9 Date of Report
November 15, 2004.
KNIGHT RESOURCES LTD.
Per:
“David Patterson”
David Patterson,
Chief Executive Officer
