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 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-F ü 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: December 21, 2005 By:/s/David Patterson/s/, CEO
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
December 21, 2005
Item 3 News Release
The news release dated December 21, 2005 was issued in Vancouver, BC and disseminated through CCN Matthews.
Item 4 Summary of Material Change
The Company announces that the Company has negotiated a non-brokered private placement in an amount up to $300,000. These funds will be raised by the Company issuing a total of up to 1,764,706 flow-through shares at a price of $0.17 per share.
The funds raised by way of this private placement will be used for the Company's 2006 exploration program on the West Raglan Project. A preliminary 2006 budget of $3,000,000 in phase I and, subject to the results of phase I, tentatively $2,000,000 in phase II has been agreed to by Knight and Anglo American Exploration (Canada) Limited (‘AAEC’).
Item 5 Full Description of Material Change
The Company announces that the Company has negotiated a non-brokered private placement in an amount up to $300,000. These funds will be raised by the Company issuing a total of up to 1,764,706 flow-through shares at a price of $0.17 per share.
The funds raised by way of this private placement will be used for the Company's 2006 exploration program on the West Raglan Project. A preliminary 2006 budget of $3,000,000 in phase I and, subject to the results of phase I, tentatively $2,000,000 in phase II has been agreed to by Knight and Anglo American Exploration (Canada) Limited (‘AAEC’).
The private placement is subject to the approval of the TSX Venture Exchange.
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
HARVEY KEATS
| | President | | Telephone: (604) 684-6535 |
Item 9 Date of Report
December 21, 2005
KNIGHT RESOURCES LTD.
Per:
“Harvey Keats”
Harvey Keats,
President
