MineGem Inc. — Share Issue/Capital Change 1998

Apr 17, 1998

FORM 27

THE SECURITIES ACT

MATERIAL CHANGE REPORT UNDER SECTION (75) 2

Item 1. Reporting Issuer

MESSINA DIAMOND CORPORATION, The Exchange Tower, 2 First Canadian Place, Suite 2800, P.O. Box 226, Toronto, Ontario, M5X 1C8.

Item 2. Date of Material Change

April 16, 1998.

Item 3. Press Release

The Press Release was sent via telecopier on April 16, 1998 to the Information Service Dissemination Network (ISDN -- Toronto, Ontario.

Item 4. Summary of Material Change

Messina Diamond Corporation (TSE-MSC.U) announces that it is undertaking a private placement of up to 5,714,285 units, at US$0.35 each, to raise up to a maximum of US$2 million. Each unit is comprised of one common share and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share at US$0.50 up to and including the first anniversary of the date of closing. It is anticipated that closing will occur on or about April 27, 1998. The private placement is subject to the approval of The Toronto Stock Exchange.

Item 5. Full Description of MaterialChange

No information other than that provided in Item 4 above is presently available.

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

Confidentiality is not requested.

Item 7. Omitted Information

No information has been omitted in respect to the material change.

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Item 8. Senior Officer

Mr. Jeremy Clarke, President [416] 362-1474.

Item 9. Statement of Senior Officer

The foregoing accurately discloses the material changes referred to herein.

DATED at Toronto, this 17th day of April, 1998.

MESSINA DIAMOND CORPORATION

Signed: “Marvin Singer”

Per:

Marvin Singer, Secretary

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