Petro-Reef Resources Ltd.

Petro-Reef Resources Ltd.

August 23, 2005 17:21 ET

Petro-Reef Resources Ltd.: Material Change Report

CALGARY, ALBERTA--(CCNMatthews - Aug. 23, 2005) - Petro-Reef Resources Ltd. (TSX VENTURE:PER):

FORM 51-102F3


Item 1. Reporting Issuer:

Petro-Reef Resources Ltd. (the "Corporation" or the "Issuer")
2020, 800 - 5th Avenue S.W.
Calgary, Alberta T2P 3T6

Item 2. Date of Material Change:

August 17, 2005.

Item 3. News Release:

A press release reporting the material change was issued by
the Corporation on August 18, 2005 via CCN Matthews.

Item 4. Summary of Material Change:

In a news release dated August 18, 2005, the Corporation
announced the first closing of a private placement
previously announced on July 19, 2005.

Item 5. Full Description of Material Change:

Petro-Reef Resources Ltd. announced that pursuant to the
terms of the Offering described in its Press Announcement of
July 19, 2005, it completed the first closing of 1,277,776
Units for an aggregate consideration of $575,000. The Company
expects the balance of the Offering will be completed on or
before September 2, 2005.

Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument

Not applicable.

Item 7. Omitted Information:

Not applicable.

Item 8. Executive Officer:

Joseph Werner, President and C.E.O.
Telephone: (403) 265-6444

Contact Information

  • Petro-Reef Resources Ltd.
    Joseph Werner
    President and C.E.O.
    (403) 265-6444