FORM 53-901F (FORMERLY FORM 27) UNDER SECTION 85(1) OF THEBRITISHCOLUMBIASECURITIESACT
FORM 27 UNDER SECTION 118(1) OF THEALBERTASECURITIESACT
FORM 27 UNDER SECTION 75(2) OF THEONTARIOSECURITIESACT
FORM 27 UNDER SECTION 73 OF THEQUEBECSECURITIESACT
FORM 27 UNDER SECTION 81(2) OF THENOVASCOTIASECURITIESACT
FORM 26 UNDER SECTION 76(2) OF THENEWFOUNDLANDSECURITIESACT
FORM 25 UNDER SECTION 84(1)(B) OF THESASKATCHEWANSECURITIESACT
NATIONAL POLICY 40 MANITOBA/NEW BRUNSWICK
(INDIVIDUALLY, THE “ACT” AND COLLECTIVELY, THE “SECURITIES ACTS”)
MATERIAL CHANGE REPORT
| Item 1: | Reporting Issuer |
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| State the full name and address of the principal office in Canada of the reporting issuer. |
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| Bema Gold Corporation (“Bema” or the “Company) |
| Suite 3100, Three Bentall Centre, |
| 595 Burrard Street |
| Vancouver, B.C. V7X 1J1 |
| Telephone: (604) 681-8371 |
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| Item 2: | Date of Material Change |
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| September 7, 2005 |
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| Item 3: | Press Release |
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| The Press Release was disseminated on September 7, 2005 to the Toronto Stock Exchange, the American Stock Exchange and the Alternative Investment Market of the London Stock Exchange as well as through various other approved public media and was SEDAR filed with the Provincial Securities Commissions. |
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| Item 4: | Summary of Material Change(s) |
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| A summary of the nature and substance of the material change is as follows: |
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| Bema Gold Corporation ("Bema") announces that it has entered into an agreement for an underwritten “bought deal” financing with a syndicate of Canadian underwriters co-led by GMP Securities Ltd. and Genuity Capital Markets and including BMO Nesbitt Burns, Canaccord Capital Corporation, Haywood Securities Inc., Orion Securities Inc. and UBS Securities Canada Inc. (the "Underwriters"). Bema will issue 41.72 million common shares at CDN$2.85 per common share for gross proceeds of CDN$118.9 million. |
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| Item 5: | Full Description of Material Change |
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| Bema announces that it has entered into an agreement for an underwritten “bought deal” financing with the Underwriters Bema will issue 41.72 million common shares at CDN$2.85 per common share for gross proceeds of CDN$118.9 million. The Underwriters have the option to purchase up to an additional 8.35 million common shares at the same offering price until 24 hours prior to closing. Bema will file a short form prospectus to qualify these shares and closing is expected on or about September 27, 2005. The Underwriters will receive a cash commission equal to 4.5% of the gross proceeds realized from the offering. Proceeds from this offering will be used to further advance the Kupol Property in Russia and for general corporate purposes. |
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| Item 6: | Reliance on Section 85(2)(BC) of the Securities Act (British Columbia) or Section 118(2) of theSecurities Act (Alberta) or Section 84(2) of the Securities Act (Saskatchewan) or Section 75(3) ofthe Securities Act (Ontario) or Section 73 of the Securities Act (Quebec) or Section 81(3) of theSecurities Act (Nova Scotia) |
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| Not applicable. |
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| Item 7: | Omitted Information |
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| Not applicable |
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| Item 8: | Senior Officers |
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| The following senior officer of the Issuer is knowledgeable about the material change and may be contacted by the Commission at the following address and telephone number: |
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| Roger Richer, Vice-President, Administration, General Counsel and Secretary |
| Suite 3100, Three Bentall Centre |
| 595 Burrard Street |
| Vancouver, B.C. V6E 4S3 |
| Telephone: (604) 681-8371 |
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| Item 9: | Statement of Senior Officer |
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| The foregoing accurately discloses the material changes referred to herein. |
DATED at Vancouver, British Columbia, this 13th day of September, 2005.
