State the full name of your company and the address of its principal office in Canada. REDSTAR GOLD CORP.

Form 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

State the full name of your company and the address of its principal office in Canada.

REDSTAR GOLD CORP.

615 – 800 West Pender Street Vancouver, BC V6C 2V6 Telephone No. (604) 484-6317

Item 2 Date of Material Change

State the date of the material change.

June 29, 2011

Item 3 News Release

State the date and method(s) of dissemination of the news release issued under section 7.1 of National Instrument 51–102.

The News Release was disseminated on June 29, 2011 to the Toronto Stock Exchange as well as through various other approved public media and was DEDAR filed with the British Columbia and Alberta Securities Commissions.

Item 4 Summary of Material Change

Redstar Gold Corp (TSX.V:RGC) is pleased to announce that it has arranged a non-brokered private placement of up to 8,000,000 units at a price of $0.35 per unit (the “Units”) for gross proceeds of $2,800,000 (the “Offering”). Each Unit will consist of one (1) common share and one-half (½) of one (1) non-transferable share purchase warrant. Each share purchase warrant will entitle the holder thereof to purchase one (1) additional common share of the Company for a period of two (2) years from the closing date of the Offering at an exercise price of $0.60 per common share. The Warrants will have an accelerated expiry provision providing for a shortened exercise period if for a period of ten (10) consecutive trading days the weighted average closing price of the Company’s common shares on the Exchange exceeds $0.90. In such event, the Company may give notice that said warrants will expire thirty (30) days from the date of the notice, unless previously exercised by the purchaser.

Item 5 Full Description of Material Change

Redstar Gold Corp (TSX.V:RGC) is pleased to announce that it has arranged a non-brokered private placement of up to 8,000,000 units at a price of $0.35 per unit (the “Units”) for gross proceeds of $2,800,000 (the “Offering”). Each Unit will consist of one (1) common share and one-half (½) of one (1) non-transferable share purchase warrant. Each share purchase warrant will entitle the holder thereof to purchase one (1) additional common share of the Company for a period of two (2) years from the closing date of the Offering at an exercise price of $0.60 per common share. The Warrants will have an accelerated expiry provision providing for a shortened exercise period if for a period of ten (10) consecutive trading days the weighted average closing price of the Company’s common shares on the Exchange exceeds $0.90. In such event, the Company may give notice that said warrants will expire thirty (30) days from the date of the notice, unless previously exercised by the purchaser.

In connection with the private placement, Redstar may pay finders’ fees pursuant to the policies of the TSX.V. The Company anticipates that there may be insider participation in the above private placement, for which the Finders will not receive a commission. Proceeds from the offering will be used by Redstar for exploration on its recently acquired Alaskan properties and general ongoing corporate matters.

The above private placement is subject to all regulatory and board approvals.

Item 6 Omitted Information

State whether any information has been omitted on the basis that it is confidential information.

No information has been intentionally omitted from this form.

Item 7 Executive Officer

Give the name and business telephone number of an executive officer of your company who is knowledgeable about the material change and the Report, or the name of an officer through whom such executive officer may be contacted.

Scott Weekes, President Redstar Gold Corp.

615 – 800 West Pender Street Vancouver, BC V6C 2V6 Telephone: (604) 488-0051 Fax: (604) 488-0053

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Item 9 Date of Report

DATED at Vancouver, British Columbia, this 4th day of July, 2011.

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