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Crown Point Energy Inc. M&A Activity 1998

Feb 6, 1998

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This is the form of a material change report required under section 85(1) of the Securities Act.

FORM 27

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT

1. Reporting Issuer

State the full name and address of the principal office in Canada of the reporting issuer.

Brandon Gold Corporation
1918 - 925 West Georgia Street
Vancouver, BC V6C 3L2

2. Date of Material Change

January 23, 1998

3. Press Release

The press release was issued on January 23, 1998 and was disseminated by Stockwatch, George Cross, Market News and Canadian Corporate News.

4. Summary of Material Change

Brandon Gold Corporation is pleased to announce that the proposed merger agreement with Daler Mining Corporation, announced October 30, 1997, has gained shareholder approval from both companies and conditional approval from the Vancouver Stock Exchange. In conjunction with the merger, Brandon Gold Corporation would like to welcome Daler Mining Corporation executives Mr. Alan Spence and Mr. Peter Walker to the Company’s board of directors.

5. Full Description of Material Change

See attached press release.

6. Reliance on Section 85(2) of the Act

This report is not being filed on a confidential basis.

7. Omitted Information

No information has been intentionally omitted from this form.

8. Senior Officers

Scott E. Angus
Telephone: (604) 623-4707

9. Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, B.C., on February 3, 1998.

BRANDON GOLD CORPORATION

Per: “Scott E. Angus
Scott E. Angus
President

January 23,1998

MERGER AGREEMENT APPROVED/NEW DIRECTORS APPOINTED

Brandon Gold Corporation (BG.V) is pleased to announce that the proposed merger agreement with Daler Mining, announced October 30, 1997, has gained shareholder approval from both companies and conditional approval from the Vancouver Stock Exchange. The agreement was completed on the basis of 1 share of Brandon Gold for every 3.22 shares of Daler Mining outstanding at the time of the agreement for a total of 2.5 million shares. All that remains is the issue of Revenue Canada’s section 116 clearance certificate expected by mid February, the agreement will close immediately thereafter.

In conjunction with the merger, Brandon Gold would like to welcome Daler Mining executives Mr. Alan Spence and Mr. Peter Walker to the Company’s Board of Directors.

Mr. Spence is a consulting geologist and senior mining executive with over 32 years of experience in international exploration for base and precious metals. Mr. Spence has held various positions within the mining industry including 12 years with Inco Metals Company as the Manager and Director, Field Exploration and as Investment Manager. For 5 years Mr. Spence was President of South American Goldfields, a joint venture partner with Homestake International Metals in Guyana, South America. Currently, Mr. Spence is Vice President of Daler Mining and Chairman of Biotech Metallurgical Solutions Ltd.

Mr. Walker has worked internationally as a mining executive for 30 years. From 1986 to 1994 he was Chief Executive of Dominion Mining Ltd. and was largely responsible for that company’s emergence as a major Australian gold mining corporation. Mr. Walker is the former CEO and President of Daler Mining and is currently Chairman of Anvil Mining, involved in mineral exploration and development in Africa.

Property History and Review

For the past four years, Daler Mining Corporation has been engaged in the acquisition and exploration of base and precious metal properties in Sweden. Daler currently owns a 100% interest in the Norrbotten, Fiffelkull and Muonio properties that combine for a total of 1,432 square kilometres in five groupings throughout the country. The Norrbotten properties, totaling 1,292 square kilometers, cover Precambrian greenstone belts in northern Sweden. These belts host important past copper/gold producers and major iron ore mines. The Fifflekull property, located in southern Sweden, encompasses a high amplitude gold-in-till geochemical anomaly in a portion of greenstone belt along strike of a past producing, high-grade gold mine. Brandon Gold has retained the exploration team from Daler and believe that the experience and expertise they bring to the Company is invaluable.

Sweden has had a major mining industry since the 13th century and today is the leading European producer of gold, silver, lead and iron ore and a major producer of copper and zinc, yet important sections of the country remain virtually unexplored. There is long standing government support for mining with excellent infrastructure and technical support throughout the country. The climate for mining exploration has improved in recent years due to the fact that State equity and royalties have been abolished through the “New Minerals Act” introduced in 1994. These factors combined with a favourable corporate tax rate of 28 %, make Sweden one of the most attractive countries in the world for mining exploration and development.

The management of Brandon Gold Corporation believe that this property portfolio has strong potential for the discovery of both base and precious metal deposits and will aggressively continue the advanced exploration programs. These initial programs include completion of ground geophysics and geological mapping in order to prioritise drill targets over the next few weeks.

Brandon Gold Corporation “Scott Angus” Scott Angus President For more information contact: Ian MacLean, Investor Relations. (604) 623-4707

THE VANCOUVER STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS RELEASE