FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Boxxer Gold Corp. ( “Boxxer ”) Suite 650, 340 - 12 Ave., S.W. Calgary, AB T2R 1L5

2. Date of Material Change

July 31, 2009

3. News Release

A press release was disseminated on July 31, 2009 via CNW Group.

4. Summary of Material Change

Boxxer announced the new appointment of Maslanyk as VP and Yancie as Director.

5. Full Description of Material Change

5.1. Full Description of Material Change

Boxxer Gold Corp. has appointed, subject to the approval of the TSX Venture Exchange, John Maslanyk as vice-president and chief information officer of the corporation and David Yancie as a director of the corporation.

Elmer Stewart, president and chief executive officer of Boxxer, stated: “We are pleased to have John and David join our team. These additions will help the corporation activities as we continue the exploration of the Boss copper-gold and the Gordon Lake gold projects.”

Mr. Maslanyk, in his new position, will be responsible for shareholder communications for the corporation. Mr. Maslanyk has a bachelor's degree from the University of Winnipeg and enjoyed a successful 10-year career in the investment industry with TD Waterhouse, Union Securities Ltd. and Raymond James Ltd. covering a broad range of investments.

Mr. Yancie has acted in an advisory capacity, has been a director of several companies and has co-ordinated and established markets to sell products and commodities internationally. Mr. Yancie owns and operates a large agricultural business in southern Alberta and brings many years of solid business experience to the corporation along with a broad knowledge of the financial sector. Mr. Yancie has been involved in the junior resource business for a number of years and is a shareholder of the corporation.

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5.2. Disclosure for Restructuring Transactions

Not Applicable.

6. Reliance on Section 7.1(2) or (3) of National Instrument 51-102

Not Applicable

7. Omitted Information

Not Applicable

8. Executive Officer

The name and business number of the executive officer of Boxxer who is knowledgeable about the material change and this report is:

Elmer B. Stewart – President and Chief Executive Officer Telephone: (403) 264-4811

9. Date of Report

July 31, 2009

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