FORM 27 Securities Act (Ontario)

MATERIAL CHANGE REPORT UNDER SECTION 75(2) OF THE ACT

Item 1. Reporting Issuer

Vergene Capital Corp. 36 Lombard Street, Suite 600 Toronto, Ontario M5C 2X3

• Item 2. Date of Material Change

A material change took place on August 24, 1999.

• Item 3. Press Release

On August 24, 1999, a news release in respect of the material change was released by telecopier through the facilities of BCE Emergis E- News Services.

Item 4. Summary of Material Change

The material change is fully described in the Company's press release which is attached as Schedule "A" and is incorporated herein.

Item 5. Full Description of Material Change

A full description of the material change is contained under Item 4.

Item 6. Reliance on Section 75(3) of the Act

The report is not being filed on a confidential basis.

• Item 7. Omitted Information

No information has been omitted.

Item 8. Senior Officer Patrick Farrell, President, at (416) 481-5525.

• 2 -

Item 9. Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

th DATED at Toronto, this 25 day of August, 1999.

Per: (Signed) Patrick V. Farrell, President

VERGENE CAPITAL CORP.

Suite 600

36 Lombard Street Toronto, Ontario M5C 2X3

PRESS RELEASE

FOR IMMEDIATE RELEASE August 24, 1999 Toronto, Ontario

Shares Outstanding: 2,200,001

- Vergene Capital Corp. Makes Take Over Bid For Baymar Capital Corporation

Vergene Capital Corp. announces its has made a formal offer to purchase all of the outstanding common shares of Baymar Capital Corporation. Vergene has offered to purchase the common shares of Baymar in consideration of the issuance of two units of Vergene for each common share of Baymar. Each unit of Vergene is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share of Vergene at a price of $0.25 per share at any time prior to 4:30 p.m. (Toronto time) on the day one year from the date of issue.

A share exchange take-over bid circular containing the details of the formal take-over bid offer is being mailed to all registered holders of common shares of Baymar. Vergene does not presently own any of the outstanding shares of Baymar. In the event that all the Baymar Shares are tendered to the Offer, Vergene will issue 10,520,002 units of Vergene to Baymar shareholders.

Baymar is a company engaged in a variety of merchant banker, investment banker and consulting activities. It currently holds investments in 10 companies, both private and public, in various stages of development. Baymar also maintains cash deposits and investments in short term grade securities. As at February 28, 1999, Baymar held cash and short term deposits of approximately $420,000.

Vergene has entered into an agreement with Anthony Roodenburg, an officer and director of Baymar, pursuant to which Mr. Roodenburg has agreed, subject to certain conditions, to tender 330,001 common shares of Baymar that he currently holds and a further 500,000 common shares of Baymar upon the exercise of 500,000 common share purchase warrants. Mr. Roodenburg’s 830,001 common shares of Baymar will represent 15.82% of the common shares of Baymar on a fully diluted basis.

The share exchange take-over bid is subject to applicable regulatory approvals.

For further information contact Patrick V. Farrell, President at (416) 481-5525.