FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Sterlite Gold Ltd. 2093 Second Avenue Whitehorse, Yukon Y1A 1B5

2. Date of Material Change

September 27, 2007

3. News Release

A press release was issued by GeoProMining Ltd. (the “Offeror”) on September 27, 2007 and was disseminated through the facilities of Marketwire and filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”).

4. Summary of Material Change

As at 12:01 a.m. (Toronto time) on September 27, 2007, all of the conditions of the offer by the Offeror dated August 22, 2007, to acquire all of the outstanding common shares of Sterlite Gold at a price of U.S.$0.3845 in cash per common share (the “Offer”) were satisfied. The Offeror took up 253,526,307 common shares of Sterlite Gold, representing approximately 95.6% of the issued and outstanding Sterlite Gold common shares (on a fully-diluted basis).

After the payment by the Offeror for the Sterlite Gold common shares deposited pursuant to the Offer, each of the members of the Sterlite Gold board of directors resigned. The vacancies left by the departure of the incumbent directors were filled by the Offeror’s nominees.

As previously disclosed, the Offeror intends to acquire the remaining Sterlite Gold common shares by way of a “compulsory acquisition” under Part 16 of the Business Corporations Act (Yukon) (the “YBCA”) and to cause Sterlite Gold to effect a de-listing of the common shares from the Toronto Stock Exchange and to cease to be a reporting issuer.

5. Full Description of Material Change

As at 12:01 a.m. (Toronto Time) on September 27, 2007 all of the conditions of the Offer were satisfied and the Offeror took up 253,526,307 common shares of Sterlite Gold deposited pursuant to the Offer. On September 27, 2007, the Offeror paid U.S.$0.3845

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in cash per common share for each common share of Sterlite Gold that was taken up pursuant to the Offer.

After the payment by the Offeror for the Sterlite Gold common shares deposited pursuant to the Offer, each of the members of the Sterlite Gold board of directors resigned and Dimitri Kalandadze, Anatoly Samochernov, Ted Vatnsdal and Anna Danielova were appointed to the board of directors of Sterlite Gold to fill the vacancies of the resigning directors.

As previously disclosed, the Offeror intends to acquire the remaining Sterlite Gold common shares by way of a “compulsory acquisition” under Part 16 of the YBCA and to cause Sterlite Gold to effect a de-listing of the common shares from the Toronto Stock Exchange and to cease to be a reporting issuer.

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

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

For further information, please contact Oleg Roumyantsev at +7 495 980 6454

9. Date of Report

September 28, 2007

STERLITE GOLD LTD.

By: (Signed) Sergei Nossoff

Sergei Nossoff Secretary

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