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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| | October 5, 2005 |
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| Item 3: | Press Release |
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| | The Press Release was disseminated on October 5, 2005 to the Toronto Stock Exchange, the American Stock Exchange and the AIM market operated by the London Stock Exchange plc. 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”) announced that it has closed the previously announced “bought deal” public offering with a syndicate of Canadian underwriters. Bema issued and sold 41.72 million common shares at CDN$2.85 per common share and the underwriters have also exercised their option to purchase an additional 8.35 million common shares at the offering price for aggregate gross proceeds of CDN$142.7 million. |
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| Item 5: | Full Description of Material Change |
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| | Bema announced that it has closed the previously announced “bought deal” public offering with a syndicate of Canadian underwriters. Bema has issued and sold 41.72 million common shares at CDN$2.85 per common share and the underwriters have also exercised their option to purchase an additional 8.35 million common shares at the offering price for aggregate gross proceeds to Bema of CDN$142.7 million. Proceeds from this offering will be used to further advance the Kupol Property in Russia and for general corporate purposes. |
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| | The underwriters received aggregate commission of CDN$6.4 million in the offering, as per the underwriting agreement dated September 20, 2005, filed by the Company on sedar and available at www.sedar.com. |
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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. |
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| DATED at Vancouver, British Columbia, this 11thday of October, 2005. |
