Further to the Company’s press r elease dated
Form 51-102F3
MATERIAL CHANGE REPORT
ITEM 1. NAME AND ADDRESS OF COMPANY
Berkwood Resources Ltd.
Suite 2410– 610 Granville Street
Vancouver B.C. V6C 3T3
Phone: (604) 343-7740
Email: [email protected]
Website: www.berkwoodresources.com
ITEM 2. DATE OF MATERIAL CHANGE
December 30, 2019
ITEM 3. NEWS RELEASE
The press release was issued on December 30, 2019 to the TSX Venture Exchange and through
various other public media and filed on SEDAR– all in accordance with the policies of the regulatory authorities.
ITEM 4. SUMMARY OF MATERIAL CHANGE
Further to the Company’s press r elease dated November 7, 2019 and December 13, 2019, Berkwood Resources Ltd.
(TSX-V: BKR, FSE: BK2 N (WKN: A2DNV4) (“Berkwood” or the “Company”) announce s that it has closed its
flow-through offering. 1 ,000,000 flow through units ( “FT Units”) have been subscribed for at a price of $0.03 per
FT Unit for gross proceeds of up to $3 0,000. Each FT Unit consists of one (1) flow-through common share and one
common share purchase warrant (“Warrant”). Each full warrant entitles the holder to acquire one (1) common share
at a price of $0.05 per share for a period of 24 months.
The gross proceeds from the issuance of the F T Units will be used for Canadian exploration expenses and will
qualify as flow -through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada),
which will be renounced to the subscribers with an effective date no later than Dec. 31, 2019 to the initial purchasers
of the offered securities in an aggregate amount not less than the gross proceeds raised from the issue of the flow -
through shares, as applicable, and, if the qualifying expenditures are reduced by the Canada R evenue Agency, the
Company will indemnify each FT subscriber for any additional taxes payable by such subscriber as a result of the
Company's failure to renounce the qualifying expenditures as agreed.
The Company intends to use the FT proceeds from the private placement for exploration on its Lac Gueret Property,
Quebec.
The Company has agreed to pay a commission to EMD Financial Inc. of Montreal, Quebec 160,000 common shares
and warrants to purchase up to 40,000 common shares.
The securities will have a hold pe riod expiring April 2, 2020. The issuance the issuance of the securities and the
finder’s fees are subject to the final approval of the TSX Venture Exchange.
Additional Offering – Unit
The Company will close its unit offering in the next few days. U p to 16,000,000 common share units (“units”) of
the Company will be offered at a price of $0.025 per unit to raise gross proceeds of up to $400,000. Each unit will
consist of one (1) common share and one common share purchase warrant (“Warrant”). Each f ull warrant shall
entitle the holder to acquire one (1) common share at a price of $0.05 for a period of 24 months.
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ITEM 5. FULL D ESCRIPTION OF MATERIAL CHANGE
5.1 Full Description of Material Change
Further to the Company’s press r elease dated November 7, 2019 and December 13, 2019, Berkwood Resources Ltd.
(TSX-V: BKR, FSE: BK2 N (WKN: A2DNV4) (“Berkwood” or the “Company”) announce s that it has closed its
flow-through offering. 1 ,000,000 flow through units ( “FT Units”) have been subscribed for at a price of $0.03 per
FT Unit for gross proceeds of up to $3 0,000. Each FT Unit consists of one (1) flow-through common share and one
common share purchase warrant (“Warrant”). Each full warrant entitles the holder to acquire one (1) common share
at a price of $0.05 per share for a period of 24 months.
The gross proceeds from the issuance of the FT Units will be used for Canadian exploration expenses and will
qualify as flow -through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada),
which will be renounced to the subscribers with an effective date no later than Dec. 31, 2019 to the initial purchasers
of the offered securities in an aggregate amount not less than the gross proceeds raised from the issue of the flow -
through shares, as applicable, and, if the qualifying expenditures are reduced by the Canada R evenue Agency, the
Company will indemnify each FT subscriber for any additional taxes payable by such subscriber as a result of the
Company's failure to renounce the qualifying expenditures as agreed.
The Company intends to use the FT proceeds from the private placement for exploration on its Lac Gueret Property,
Quebec.
The Company has agreed to pay a commission to EMD Financial Inc. of Montreal, Quebec 160,000 common shares
and warrants to purchase up to 40,000 common shares.
The securities will have a hold period expiring April 2, 2020. The issuance the issuance of the securities and the
finder’s fees are subject to the final approval of the TSX Venture Exchange.
Additional Offering – Unit
The Company will close its unit offering in the next few days. Up to 16,000,000 common share units (“units”) of
the Company will be offered at a price of $0.025 per unit to raise gross proceeds of up to $400,000. Each unit will
consist of one (1) common share and one common share purchase warrant (“Warrant”). Each full warrant shall
entitle the holder to acquire one (1) common share at a price of $0.05 for a period of 24 months.
5.2 Disclosure for Restructuring Transactions
N/A
ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
N/A
ITEM 7. OMITTED INFORMATION
N/A
ITEM 8. EXECUTIVE OFFICER
To obtain further informa tion contact Mr. Thomas Yingling, President of the Issuer, (604) 343-
7740.
.
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ITEM 9. DATE OF REPORT
Dated at Vancouver, BC, this 30th day of December, 2019.
:signed “Thomas Yingling”
Thomas Yingling, President