FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Knight Resources Ltd.
(Translation of registrant’s name into English)
3rd Floor, 157 Alexander Street, Vancouver, BC Canada V6A 1B8
(Address of principal executive officer)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-Fü Form 40-F ________
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes________ No::ü
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_________.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Knight Resources Ltd.
Registrant
Dated:January 17, 2005 By: &n bsp;/s/Harvey Keats/s/
Title: President
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
January 17, 2005
Item 3 News Release
The news release dated January 17, 2005 was issued in Vancouver, BC and disseminated through Stockwatch and Market News.
Item 4 Summary of Material Change
The Company, announces the closing of three non-brokered private placements totaling $1,150,000.
Additionally, the Company has granted 840,000 incentive stock options to certain of its directors, officers and employees and granted 150,000 investor relation stock options to Vanguard Shareholder Solutions. All of the options are exercisable at a price of $0.25 per common share for a period of two years.
Item 5 Full Description of Material Change
The Company, announces the closing of three non-brokered private placements totaling $1,150,000. A portion of these funds were raised by the Company issuing a total of 2,800,000 flow-through shares at a price of $0.25 per share. Two million flow-through common shares are subject to a hold period expiring May 13, 2005, and 800,000 flow-through shares are subject to a hold period expiring April 30, 2005.
The balance of funds were raised by the Company issuing a total of 1,000,000 units at a price of $0.45 per unit to Anglo American Exploration (Canada) Ltd. Each unit is comprised of one common share and one non-transferable share purchase warrant entitling Anglo American to purchase one additional common share of the Company at a price of $0.45 until December 29, 2005. The shares, and any shares to be issued on exercise of the warrants, are subject to a hold period expiring April 30, 2005. The private placement fulfills Anglo American’s outstanding obligations at the end of the 2004 program to fund 20% of exploration on the West Raglan Project during the earn-in phase through private placements in Knight.
The funds raised by way of the private placements will be used for working capital purposes and to fund the Company’s 2005 exploration program on the West Raglan Project. The preliminary budget for the 2005 exploration program is $5,000,000.
Additionally, the Company has granted 840,000 incentive stock options to certain of its directors, officers and employees and granted 150,000 investor relation stock options to Vanguard Shareholder Solutions. All of the options are exercisable at a price of $0.25 per common share for a period of two years.
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
January 17, 2005
KNIGHT RESOURCES LTD.
Per:
“David Patterson”
David Patterson,
Chief Executive Officer
