MATERIAL CHANGE REPORT

TO: British Columbia Securities Commission Alberta Securities Commission

Item 1.

Name and Address of Company

Sedex Mining Corp. 711 – 675 West Hastings Street Vancouver, British Columbia V6B 1N2

Item 2. Date of Material Change:

May 17, 2006

Item 3. News Release

The press release was issued on May 17, 2006 in Vancouver, Canada.

Item 4.

Summary of Material Change

The Company announced that it has arranged a private placement for up to $1,075,000 through the sale of approximately 7,200,000 units.

.

Item. 5

Full Description of Material Change

The Company announced that it has arranged a private placement for up to $1,075,000 through the sale of approximately 7,200,000 units. The financing will consist of both flow-through and non flow-through units priced at $0.15 per unit. Each of the units will consist of either one flowthrough or non flow-through common share and one non flow-through non-transferable share purchase warrant entitling the holder to purchase one additional common share for a period of two years at a price of $0.15 per share in the first year and at a price of $0.20 in the second year. In accordance with Exchange policies, finders' fees may be paid on a portion of the funds raised. The private placement is subject to regulatory approval.

The proceeds of the private placement will be used for exploration on the Company’s Tidd Property, work on its Chapleau area diamond properties, new acquisitions and working capital.

Item 6.

Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable. This report is not being filed on a confidential basis.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

Richard Hughes, President Telephone: (604 685-2222

Item 9. Date of Report Dated at Vancouver, British Columbia this 17^th day of May, 2006.