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

September 17, 2009

3. News Release

A press release was disseminated on September 17, 2009 via CNW Group.

4. Summary of Material Change

Boxxer completed $275,000 private placement.

5. Full Description of Material Change

5.1. Full Description of Material Change

Boxxer today announced the closing of its $275,000 non-brokered private placement consisting of 5,500,000 Units at $0.05 per Unit for gross proceeds of $275,000. Each Unit consisted of one common share in the share capital of Boxxer (“ Common Share ”) and one-half Common Share purchase warrant (“ Warrant ”). Each full Warrant shall be exercisable for 12 months from the date of issuance into one Common Share at a price of $0.10 per Common Share. The private placement was increased to total gross proceeds of $275,000 from $250,000 as originally disclosed in the news release dated August 27, 2009. These securities are issued with a four month hold period expiring on January 18, 2010. Five insiders participated in the private placement for total gross proceeds of $203,000. The Corporation has determined that there are exemptions available from the various requirements of TSX Venture Policy 5.9 and Multilateral Instrument 61-101 for the issuance of these Units (Formal Valuation – Issuer Not Listed on Specified Markets; Minority Approval – Fair Market Value Not More than 25% of market Capitalization). No new insiders were created as a result of this private placement. The Company will use the proceeds to augment funds for its exploration programs and for general working capital.

Davis:5462125.1

• 2 -

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

September 17, 2009

Davis:5462125.1