MATERIAL CHANGE REPORT
BC Form 53-901Fsecurities act (British Columbia) MATERIAL CHANGE REPORT UNDER SECTION 85 (1)
FORM 27SECURITIES ACT (ALBERTA) MATERIAL CHANGE REPORT UNDER SECTION 118(1)
FORM 25SECURITIES ACT(SASKATCHEWAN) MATERIAL CHANGE REPORT UNDER SECTION 84(1)(B)
FORM 27SECURITIES ACT (ONTARIO) MATERIAL CHANGE REPORT UNDER SECTION 75(2)
FORM 27SECURITIES ACT (NOVA SCOTIA) MATERIAL CHANGE REPORT UNDER SECTION 81(2)
(MANITOBA) MATERIAL CHANGE REPORT UNDER NATIONAL POLICY NO. 40
FORM 27SECURITIES ACT (QUEBEC) MATERIAL CHANGE REPORT UNDER SECTION 73
FORM 26SECURITIES ACT (NEWFOUNDLAND) MATERIAL CHANGE REPORT UNDER SECTION 76(2)
(NEW BRUNSWICK) MATERIAL CHANGE REPORT UNDER NATIONAL POLICY NO. 40
(PRINCE EDWARD ISLAND) MATERIAL CHANGE REPORT UNDER NATIONAL POLICY NO. 40
(YUKON) MATERIAL CHANGE REPORT UNDER NATIONAL POLICY NO. 40
Item 1
Reporting Issuer
Queenstake Resources Ltd.
712C – 12th Street
New Westminster, B.C. V3M 4J6
Item 2
Dates of Material Change
January 16, 2003 and January 31, 2003
Item 3
Press Release
Press release NR03-1 and NR03-2 were issued to the Toronto Stock Exchange being the only exchange upon which the shares of the Company are listed and through various approved public media on January 16 2003 and January 31 2003.
Item 4
Summary of Material Change
Queenstake Resource Ltd. (QRL-TSX) closed a non-brokered private placement financing of $1,581,520 in an initial closing on January 16, 2003 and a final closing on January 31, 2003.
Item 5
Full Description of Material Change
On January 16, 2003 Queenstake Resources Ltd. closed $1,214,400 of a non-brokered private placement financing previously announced December 20, 2002 (NR2002-12).
On January 10, 2003 The Toronto Stock Exchange approved the increase of the non-brokered private placement from a total of 5,000,000 units to a total of up to 7,000,000 units and the potential finders' fee warrants to 700,000 from 500,000 to accommodate additional investor interest.
On January 16, 2003, the Company issued 5,060,000 common shares and 5,060,000 common share purchase warrants entitling the holder to purchase one common share at an exercise price of $0.30 at any time until January 15, 2004. The Company paid a cash finders’ fee of $97,152 and issued 506,000 finders’ share purchase warrants entitling the holder to purchase one common share at an exercise price of $0.26 at any time until January 15, 2004.The common shares and any common shares issued pursuant to any Warrant or Finder’s Warrants exercises prior to May 19, 2003, will have a hold period expiring on May 19, 2003.
On January 31, 2003, the Company closed $367,120 of the same non-brokered private placement financing bringing the total raised pursuant to this private placement to $1,581,520.
On January 31, 2003 the Company issued 1,529,667 common shares and 1,529,667 common share purchase warrants entitling the holder to purchase one common share at an exercise price of $0.30 at any time until January 30, 2004. The Company paid a cash finders’ fee of $29,370 and issued 152,967 finders’ share purchase warrants entitling the holder to purchase one common share at an exercise price of $0.26 at any time until January 30, 2004.The common shares and any common shares issued pursuant to any Warrant or Finder’s Warrants exercises prior to June 2, 2003, will have a hold period expiring on June 2, 2003.
Item 6
Reliance on Section 85(2) of theSecurities Act (British Columbia), or
Reliance on Section 118 (2) of theSecurities Act (Alberta), or
Reliance on Section 84(2) of theSecurities Act, 1988 (Saskatchewan), or
Reliance on Section 75(3) of theSecurities Act (Ontario), or
Reliance on Section 81(3) of theSecurities Act (Nova Scotia) or
Reliance on National Policy No. 40 (Manitoba), or
Reliance on Section 74 of theSecurities Act (Quebec), or
Reliance on Section 5 of the Regulations to theSecurities Act (Newfoundland), or
Reliance on National Policy No. 40 (New Brunswick), or
Reliance on National Policy No. 40 (Prince Edward Island), or
Reliance on National Policy No. 40 (Yukon).
Not applicable
Item 7
Omitted information
Not applicable
Item 8
Senior Officers
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:
Doris Meyer, Chief Financial Officer, Vice President Finance and Corporate Secretary (604) 516-0566
Item 9
Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
Dated at the City of New Westminster, in the Province of British Columbia, this 31st day of January 2003.
Queenstake Resources Ltd.
/s/ Doris Meyer
Per: Doris Meyer
Vice President, Finance and Corporate Secretary
Queenstake Resources Ltd. – Material Change Report – October 3, 2002