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FORM 51-102F3 MATERIAL CHANGE REPORT


December 19, 2006

Item 1.

Name and Address of Company

GHG Resources Ltd. (the “Issuer”)
1255 West Pender Street
Vancouver, B.C. V6E 2V1

Item 2.

Date of Material Change

December 19, 2006

Item 3.

News Release

The news release dated December 19, 2006 was filed with the TSX Venture Exchange and the British Columbia and Alberta Securities Commissions via SEDAR and disseminated through Stockwatch and Market News.

Item 4.

Summary of Material Change

The Issuer announced that it had updated its news release dated November 15, 2006 wherein it announced that it had signed a letter of intent with Global Copper Corp. (“Global”) for GHG to be granted an option on Global’s interest in the Vizcachitas property located in Region IV, Chile. Global is listed on the TSX under the symbol GLQ.

GHG will be acquiring Global’s wholly owned Bahamian subsidiary which in turns wholly owns a Chilean company which holds the rights and interests in the Vizcachitas copper property.

As part of the consideration payable to exercise the option, GHG will no longer issue shares to Global equivalent to a 13% interest in GHG on a fully diluted and post transaction financing basis, but rather will issue to Global 6,280,000 shares and 3,900,000 share purchase warrants in the capital of the Issuer. Each warrant will entitle Global to acquire one additional share of the Issuer exercisable for a period of three years from the date of issuance at $1.00 per share.

GHG has today paid a US$400,000 deposit toward the purchase price. GHG is undertaking a private placement to raise up to $12,000,000 in order to pay the balance (US10,000,000) of the cash portion of the purchase price, which is due on closing which is expected to be in January 2007. All other terms and conditions remain the same.

A finder’s fee of 1,500,000 common shares will be payable by the Issuer in connection with the transaction.

Global and the Issuer signed a formal option agreement effective today replacing the original letter of intent. The transaction is subject to regulatory approval.

Item 5.

Full Description of Material Change

By news release dated December 19, 2006, the Issuer announced that it had updated its news release dated November 15, 2006 wherein it announced that it had signed a letter of intent with Global Copper Corp. (“Global”) for GHG to be granted an option on Global’s interest in the Vizcachitas property located in Region IV, Chile. Global is listed on the TSX under the symbol GLQ.

GHG will be acquiring Global’s wholly owned Bahamian subsidiary which in turns wholly owns a Chilean company which holds the rights and interests in the Vizcachitas copper property.

As part of the consideration payable to exercise the option, GHG will no longer issue shares to Global equivalent to a 13% interest in GHG on a fully diluted and post transaction financing basis, but rather will issue to Global 6,280,000 shares and 3,900,000 share purchase warrants in the capital of the Issuer. Each warrant will entitle Global to acquire one additional share of the Issuer exercisable for a period of three years from the date of issuance at $1.00 per share.

GHG has today paid a US$400,000 deposit toward the purchase price. GHG is undertaking a private placement to raise up to $12,000,000 in order to pay the balance (US10,000,000) of the cash portion of the purchase price, which is due on closing which is expected to be in January 2007. All other terms and conditions remain the same.

A finder’s fee of 1,500,000 common shares will be payable by the Issuer in connection with the transaction.

Global and the Issuer signed a formal option agreement effective today replacing the original letter of intent. The transaction is subject to regulatory approval.

Item 6.

Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102

Not Applicable

Item 7.

Omitted Information

Not Applicable

Item 8.

Executive Officer

For further information, please contact Christopher Fung, President, at 604.662.3230.

Item 9.

Date of Report

DATED at Vancouver, B.C., this 19th day of December, 2006.

GHG RESOURCES LTD.
By Its Authorized Signatory:

Christopher Fung
President

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