EXHIBIT 4.7


 


Form 51-102F3


Material
Change Report


 


	
  Item
  1:

  	
   

  	
  Name
  and Address of Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GLG Life Tech
  Corporation (“GLG” or the “Company”) 

  536 World Trade Centre 

  999 Canada Place 

  Vancouver, B.C. V6C 3E2

  
	
   

  	
   

  	
   

  
	
  Item
  2:

  	
   

  	
  Date
  of Material Change

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  December 18, 2008

  
	
   

  	
   

  	
   

  
	
  Item
  3:

  	
   

  	
  News
  Release

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The news releases were issued at
  Vancouver, British Columbia on December 18, 2008 and disseminated via PR
  Newswire.

  
	
   

  	
   

  	
   

  
	
  Item
  4:

  	
   

  	
  Summary
  of Material Change

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company
  announced that the Food and Drug Administration of the United States (“FDA”)
  confirmed on December 18, 2008 that it had no objection to the
  conclusion of an independent expert panel which reviewed research on Rebiana
  and concluded that it is generally recognized as safe for use as a general
  purpose sweetener, including for use in food and beverages.Rebiana is an all
  natural, zero calorie sweetener made with 97% Rebaudioside A from the leaves
  of the stevia plant. 

   

  The Company
  also announced that it has completed the necessary work required to declare
  self-affirmed GRAS status for its RebpureTM product which contains 97% pure
  Rebaudioside, a stevia extract.

  
	
   

  	
   

  	
   

  
	
  Item
  5:

  	
   

  	
  Full
  Description of Material Change

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.1          Full Description of Material Change

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company
  announced that the FDA confirmed on December 18, 2008 that it had no
  objection to the conclusion of an independent expert panel which reviewed
  research of Rebiana and concluded that it is generally recognized as safe for
  use (GRAS) as a general purpose sweetener, including for use in food and
  beverages.Rebiana is an all natural, zero calorie sweetener made with 97%
  Rebaudioside A from the leaves of the stevia plant. 

   

  The
  Company’s strategic partner, Cargill, submitted an application to the FDA for
  GRAS approval of Rebiana in May of last year. Since then, Rebiana has
  been under review by the FDA who confirmed that they have no objection to
  Rebiana being GRAS which will allow the use of Rebiana as a food and beverage
  ingredient in the U.S.

  



 

















 


	
   

  	
   

  	
  The
  Company has a 10-year renewable strategic alliance and supply agreement with
  Cargill to provide it with 80% of its global Rebaudioside A extract supply
  for the first five years of the agreement. The Company’s operations cover
  each step in the stevia supply chain including seed breeding, propagation,
  growth and harvest, extraction, refining and distribution of finished
  product.

   

  Cargill
  has already introduced TRUVIATM, a tabletop
  product made with Rebiana. A U.S. national marketing campaign has been
  launched for TRUVIATM, with interest in the market for the zero-calorie
  sweetener continuing to grow.

   

  The Company
  also announced that it has completed the necessary work required to declare
  self-affirmed GRAS status for its RebpureTM product which contains 97% pure
  Rebaudioside, a stevia extract. 

   

  The RebpureTM GRAS review, which began several months ago,
  included an extensive review of current research including toxicological data
  demonstrating the safety of the product.

   

  Key
  to GLG’s self-affirmation, the molecular structure of RebpureTM has been proven to match the molecular
  structure of Rebiana, which the FDA concluded had been sufficiently
  documented to receive GRAS approval. As an important step in the GRAS
  self-affirmation process, GLG worked closely with ChromaDex (CDXC — OTC), a
  leader in the development of phytochemical and botanical reference standards
  and the creation of associated intellectual property, to perform a
  characterization study on GLG’s high grade stevia extract RebpureTM. More
  specifically, the evaluation showed conclusively that the molecular
  structures of each product, RebpureTM and Rebiana, were a match. Following
  GLG’s self-affirmation of GRAS, a notification will be filed with the FDA.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.2          Disclosure for Restructuring
  Transactions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Not applicable.

  
	
   

  	
   

  	
   

  
	
  Item
  6:

  	
   

  	
  Reliance
  on subsection 7.1(2) of National Instrument 51-102

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Not
  applicable.

  
	
   

  	
   

  	
   

  
	
  Item
  7:

  	
   

  	
  Omitted
  Information

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No
  significant facts remain confidential and no information has been omitted in
  this report.

  
	
   

  	
   

  	
   

  
	
  Item
  8:

  	
   

  	
  Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of Executive Officer:

  	
   

  	
  Brian Meadows, Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone Number:

  	
   

  	
  (604)
  641-1368

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item
  9:

  	
   

  	
  Date
  of Report

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  January 28, 2009

  



 


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Forward-looking
statements: Certain statements in this material
change report constitute “forward-looking statements”.  Such forward-looking statements include,
without limitation, statements evaluating the market and general economic
conditions and discussing future-oriented costs, expenditures and other
financial or operating performances. Often, but not always, forward-looking
statements can be identified by the use of words such as “plans”, “expects” or “does
not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates” or “does not anticipate”, or “believes” or variations of such
words and phrases or words and phrases that state or indicate that certain
actions, events or results “may”, “could”, “would”, “might” or “will” be taken,
occur or be achieved. While the Company has based these forward-looking
statements on its current expectations about future events, the statements are
not guarantees of the Company’s future performance and are subject to risks,
uncertainties, assumptions and other factors which could cause actual results
to differ materially from future results expressed or implied by such
forward-looking statements. Such factors include amongst others the effects of
general economic conditions, changing foreign exchange rates and actions by
government authorities, uncertainties associated with legal proceedings and
negotiations, industry supply levels, competitive pricing pressures and
misjudgments in the course of preparing forward-looking statements. Please
refer to the heading “Risk Factors” in our Annual Information Form in
respect of our year-ended December 31, 2007 and the risk factors in our
Management’s Discussion and Analysis (“MD&A”) for the year ended December 31,
2007 for a discussion of these and other factors underlying forward-looking
statement, both of which are available on SEDAR at www.sedar.com under the
Company’s names. In light of these factors, the forward-looking events
discussed in this press release might not occur. Further, although the Company
has attempted to identify factors that could cause actual actions, events or
results to differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events or results
not to be as anticipated, estimated or intended. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. As there can be no
assurance that forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated in
such statements, readers should not place undue reliance on forward-looking
statements.


 


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