FORM
51-­‐102F3 MATERIAL
CHANGE
REPORT

**ITEM

1. NAME
   AND
   ADDRESS
   OF
   ISSUER**

Hudson

Resources
Inc.
(the
“Company”) Suite
1460
–
1066
West
Hastings
Street Vancouver,
B.C.,
V6E
3X1 ITEM
2. DATE
OF
MATERIAL
CHANGE September
1,
2015 ITEM
3. NEWS
RELEASE

Issued
September
3,
2015
and
distributed
through
Marketwired.

**ITEM

1. SUMMARY
   OF
   MATERIAL
   CHANGE**

The
Company
closed
its
private
placement
of
8,047,000
units,
at
$0.50
per
unit,
to
raise $4,023,500.

ITEM
5.1 FULL
DESCRIPTION
OF
MATERIAL
CHANGE The
Company
has
closed
a
non-­‐brokered
private
placement
pursuant
to
which
it
raised $4,023,500.

At
the
closing
of
the
private
placement,
the
Company
issued
8,047,000
units
(“Units”), at
a
price
of
$0.50
per
Unit,
for
gross
proceeds
of
$4,023,500.
Each
Unit
consists
of
one common
share
of
the
Company
and
one-­‐half
of
a
transferable
warrant.

Each
whole warrant
entitles
the
holder
thereof
to
purchase
one
common
share
of
the
Company,
at an
exercise
price
of
$0.75
per
share,
until
September
1,
2018.

The
Company
paid $234,510
in
finder's
fees
in
connection
with
the
private
placement.

All
securities
issued
or
issuable
under
the
private
placement
are
subject
to
a
four-­‐month hold
period
expiring
on
January
2,
2016
pursuant
to
applicable
Canadian
securities
laws and
the
policies
of
the
TSX
Venture
Exchange.

Alnesh
Mohan,
the
Chief
Financial
Officer
of
the
Company,
and
John
McDonald,
a director
of
the
Company,
participated
in
the
private
placement
by
purchasing
40,000 Units
and
50,000
Units,
respectively.

Accordingly,
the
private
placement
is
to
that extent
a
related
party
transaction
under
Multilateral
Instrument
61-­‐101 Protection
of Minority
Security
Holders
in
Special
Transactions ("MI
61-­‐101").

However,
the
directors
of
the
Company,
excluding
the
interested
director,
determined that
the
private
placement
is
exempt
from
the
formal
valuation
and
minority shareholder
approval
requirements
of
MI
61-­‐101
pursuant
to
the
exemptions
set
forth in
sections
5.5(a)
and
(b)
and
5.7(a)
of
MI
61-­‐101
on
the
basis
that
neither
the
fair market
value
of
the
securities
to
be
distributed
in
the
private
placement
nor
the consideration
to
be
received,
insofar
as
it
relates
to
the
interested
parties
(being Messrs.
Mohan
and
McDonald),
exceeds
25%
of
the
Company’s
market
capitalization.

Prior
to
the
completion
of
the
private
placement,
Alnesh
Mohan
held
36,000
common shares
of
the
Company,
and
275,000
stock
options,
representing
0.04%
of
the Company's
then
issued
and
outstanding
shares
on
a
non-­‐diluted
basis.
On
completion

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• 2 -

of
the
private
placement,
Mr.
Mohan
holds
76,000
common
shares,
20,000
warrants and
275,000
stock
options,
representing
0.08%
of
the
Company's
outstanding
shares
on a
non-­‐diluted
basis
or
0.04%
on
a
partially-­‐diluted
basis
assuming
the
exercise
of Mr.
Mohan’s
warrants
and
stock
options.

Prior
to
the
completion
of
the
private
placement,
John
McDonald
held
97,500
common shares
of
the
Company,
and
350,000
stock
options,
representing
0.12%
of
the Company's
then
issued
and
outstanding
shares
on
a
non-­‐diluted
basis.
On
completion of
the
private
placement,
Mr.
McDonald
holds
147,500
common
shares,
25,000 warrants
and
350,000
stock
options,
representing
0.16%
of
the
Company's
outstanding shares
on
a
non-­‐diluted
basis
or
0.58%
on
a
partially-­‐diluted
basis
assuming
the
exercise of
Mr.
McDonald’s
warrants
and
stock
options.

In
connection
with
the
private
placement,
Messrs.
Mohan
and
McDonald
entered
into subscription
agreements
with
the
Company
containing
customary
provisions
and
on
the same
terms
as
the
arm's
length
subscribers
to
the
private
placement.

The
Company
did
not
file
a
material
change
report
more
than
21
days
before
the expected
closing
of
the
private
placement
as
the
details
of
the
private
placement
and the
participation
therein
by
related
parties
of
the
Company
were
not
settled
until shortly
prior
to
closing
and
the
Company
wished
to
close
the
private
placement
on
an expedited
basis
for
sound
business
reasons.
In
addition,
the
Company
determined
that only
the
completion
of
the
private
placement
constituted
a
material
change
under applicable
securities
laws.

**ITEM

5.2 DISCLOSURE
FOR
RESTRUCTURING
TRANSACTIONS**

Not
applicable.

**ITEM

1. RELIANCE
   ON
   SUBSECTION
   7.1(2)
   OF
   NATIONAL
   INSTRUMENT
   51-­‐102**

Not
Applicable.

**ITEM

1. OMITTED
   INFORMATION**

There
are
no
significant
facts
required
to
be
disclosed
herein
which
have
been
omitted.

**ITEM

1. EXECUTIVE
   OFFICER**

Contact: James
Tuer,
President Telephone: (604)
628-­‐5002

**ITEM

1. DATE
   OF
   REPORT**

September
9,
2015

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