51-102F3 Material Change Report

Item 1: Name and Address of Company: Merit Mining Corp.

Item 2: Date of Material Change: April 14, 2009

Item 3: News Release: April 14, 2009 released via Stockwatch and Market News

Item 4: Summary of Material Change
As was previously disclosed, on April 3, 2009, the Company reported that a proposal to the creditors of the Company, which had been filed with the Office of the Superintendent of Bankruptcy on March 23, 2009, had been mailed out to the creditors by the Trustee on March 30, 2009. The Company is proposing to pay the unsecured creditors 30% of their claims, to be paid upon receipt by the Company of 2007 and 2008 Mineral Exploration Tax Credits, which are anticipated to be received in the spring and fall of 2010. The meeting of unsecured creditors to vote on the proposal was held at 1:30 pm, Tuesday, April 14, 2009 at the XChange Center, 2nd Floor, 888 Dunsmuir Street, Vancouver, BC under the
direction of the trustee, Abakhan & Associates of Vancouver. At the meeting, the unsecured creditors voted in favour of the Company’s proposal.

Item 5: Full Description of Material Change
On April 3, 2009, the Company reported that the Trustee had mailed out on March 30, 2009 the Company’s proposal to its creditors, filed under the Bankruptcy and Insolvency Act. As reported in earlier news releases, the Company filed a Notice of Intention to make a Proposal to its Creditors under the Bankruptcy and Insolvency Act on December 3, 2008. Subsequently, the Company was granted extensions from the Court until February 17, 2009 and April 2, 2009 to file the Proposal. As reported in the news release, certain of the Trustee’s recommendations and conclusions in its report to the Creditors are summarized below:
• The Proposal provides that the Creditors will receive funds equal to 30% of their claims, to be paid upon receipt of 2007 and 2008 Mineral Exploration Tax Credits (“METCs”) which are anticipated to be received in the spring and fall of 2010, respectively.
• The Trustee has estimated that there would be approximately between a 19% and 36% recovery to Creditors if the Proposal were not approved and, as a result, the Company was forced into bankruptcy. As under the Proposal, in a bankruptcy, it is likely that the Creditors would not receive any distributions until after the METCs were received
• Based upon its assessment of Merit’s assets, the Creditors’ expected recovery in a bankruptcy and certain other factors outlined in its report, the Trustee has recommended that the Creditors accept the Proposal as there is some certainty of recovery under the Proposal.
• In addition, should the Proposal be approved and if market conditions improve, the Company could resume operations, which could provide ongoing business to suppliers of goods and services to the Company.
The meeting at which the Creditors voted on the Proposal was held at 1:30 pm on April 14, 2009 at the XChange Center, 2nd Floor, 888 Dunsmuir Street, Vancouver, BC. The requisite percentages of its creditors voted to approve the Proposal.
The Company will now be applying to the British Columbia Supreme Court for an order approving its Proposal, after which Merit will make payments to the Trustee for distribution to its creditors in accordance with the Proposal.