FORM 51-102F3

MATERIAL CHANGE REPORT UNDER NATIONAL INSTRUMENT 51-102

1. Name and Address of Company

Belo Sun Mining Corp. 65 Queen Street West, Suite 815 Toronto, Ontario M5H 2M5

2. Date of Material Change

October 10, 2012

3. News Release

A news release was disseminated on October 10, 2012 through the facilities of Marketwire and subsequently filed on SEDAR.

4. Summary of Material Change

On October 10, 2012, Belo Sun Mining Corp. announced that it has closed its previously announced bought deal offering of 35,720,000 common shares at a price of $1.40 per common share for gross proceeds of $50,008,000.

5. Full Description of Material Change

On October 10, 2012, Belo Sun Mining Corp. (“Belo Sun” or the “Company”) announced that it has closed its previously announced bought deal offering (the “Offering”) of 35,720,000 common shares at a price of $1.40 per common share for gross proceeds of $50,008,000.

The Offering was conducted by a syndicate of underwriters led by BMO Capital Markets, and which included Canaccord Genuity Corp., CIBC World Markets Inc., Cormark Securities Inc., Dundee Securities Ltd., National Bank Financial Inc. and TD Securities Inc. (collectively, the “Underwriters”). The Company has granted the Underwriters an option to purchase up to 5,358,000 additional common shares at the offering price, exercisable for a period of 30 days from the date hereof, to cover over-allotments, if any.

The net proceeds of the Offering will be used to fund feasibility studies and further exploration on the Company’s Volta Grande gold project, as well as for regional exploration and general corporate purposes.

6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

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7. Omitted Information

Not applicable.

8. Executive Officer

Mark Eaton, President and Chief Executive Officer, (416) 309-2137

9. Date of Report

October 15, 2012

Cautionary Statement on Forward Looking Information

This material change report contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the proposed use of proceeds; Underwriters’ over-allotment option; success of exploration activities; receipt of necessary approvals; and the requirements for additional capital. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including risks inherent in the mining industry and risks described in the public disclosure of the Company which is available under the profile of the Company on SEDAR at www.sedar.com and on the Company’s website at www.belosun.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.