Exhibit
4.8


 


Form 51-102F3

Material Change Report


 


Item 1.   Name and Address of Company


 


GLG Life Tech Corporation

519 World Trade Centre, 999 Canada Place

Vancouver, BC V6C 3E1


 


Item 2.   Date of Material Change


 


November 5, November 6 and November 11, 2009


 


Item 3.   News Release


 


These news releases were issued at Vancouver, British
Columbia and Toronto, Ontario on November 5, November 6 and November 11, 2009,
respectively, were disseminated via Marketwire and filed on SEDAR.


 


Item 4.   Summary of Material Change


 


On November 5, 2009, GLG Life Tech Corporation (“GLG”
or the “Company”) announced that it had received a demand letter from Weider
Global Nutrition (“WGN”) stating that WGN would commence legal proceedings
against the Company in respect of alleged misrepresentations and breaches under
the shareholder agreement between WGN and the Company.  The Company received confirmation on November
5, 2009 that legal proceedings had been commenced on November 4, 2009.


 


On November 6, 2009, GLG announced the filing of
preliminary short form prospectus in all of the provinces of Canada, except
Québec, and a concurrent registration statement in the United States that
constitutes the Company’s initial public offering of common shares in the
United States. In connection with the filing of the preliminary short form
prospectus and registration statement, GLG effected a four-to-one (4:1) share
consolidation of its common shares.


 


On November 11, 2009, the Company announced the filing
of a statement of defence and counterclaim in the previously announced claim
against the Company by WGN.


 


Item 5.   Full Description of Material Change


 


5.1          Full Description of
Material Change


 


GLG Announces Receipt of
Demand Letter


 


On November 5, 2009, GLG
announced that it had received a demand letter from WGN stating that WGN would
commence, on November 4, 2009, legal proceedings in the Supreme Court of
British Columbia against the Company.  The Company received


 

















 


confirmation on November 5, 2009 that legal
proceedings had been commenced on November 4, 2009. WGN alleges that
pursuant to the shareholder agreement between WGN and the Company, GLG Weider
Sweet Naturals Corp. (“Sweet Naturals”) became the exclusive marketing and
sales arm of the Company, except for the strategic alliance and supply agreement
with the Company’s main customer. WGN also alleged misrepresentation and breach
of fiduciary duty by the Company. WGN is claiming injunctive relief, an
accounting and damages for alleged breaches of the shareholder agreement.


 


The Company is of the view
that the allegations are entirely without merit. The shareholder agreement
contemplates the Company’s strategic alliance and supply agreement with its key
customer and in no way restricts the Company’s ability to perform that
agreement and pursue any further opportunities arising from that agreement.
Further, the shareholder agreement contemplates that marketing and distribution
of wholesale stevia extract products through Sweet Naturals is subject to the
permission of the Company and that nothing in the agreement prevents the
shareholders of Sweet Naturals from competing with Sweet Naturals. The
shareholder agreement contemplates that exclusivity for Sweet Naturals is
limited to new business actually generated or customers secured by Sweet
Naturals. The Company’s position is that any claim by WGN for lost profits is
expressly excluded under the shareholder agreement. It is the Company’s view
that the injunctions and accounting sought are not legally available and the
other remedies would not, in any event, materially and adversely affect the
business or operations of the Company. The Company will vigorously defend these
allegations.


 


Since the Company is not
dependent upon the non-material revenues from Sweet Naturals, Management of the
Company reconfirmed its financial guidance for 2009 as disclosed in its press
release issued October 30, 2009.


 


GLG Announces Equity
Financing and NASDAQ Listing Application


 


On November 6, 2009, the
Company announced that it had filed a registration statement in the United
States concurrently with a preliminary short form prospectus in all of the
provinces of Canada, except Québec. This constitutes the Company’s initial
public offering of common shares in the United States (the “U.S. IPO”). The
Company proposes to offer 3,625,000 common shares (the “Offering”). In
connection with its U.S. IPO, GLG has received conditional approval to list its
common shares on the NASDAQ Global Market under the symbol “GLGL”. Listing of
the common shares on NASDAQ will be subject to GLG fulfilling all applicable
listing requirements.


 


The Offering will be
conducted through a syndicate of underwriters led by Canaccord Adams and GMP
Securities L.P. and including Roth Capital Partners, LLC, Desjardins Securities
Inc., and Wellington West Capital Markets Inc. (collectively, the “Underwriters”).
GLG agreed to grant the Underwriters an over-allotment option to purchase that
number of additional common shares of GLG equal to 15% of the common shares
sold pursuant to the Offering, exercisable at any time, in whole or in part, up
to 30 days from the closing of the Offering. The Offering will be priced in the
context of the market with the final terms of the Offering to be determined at
the time of pricing.


 


2

















 


GLG expects to use the net
proceeds from the Offering primarily for expansion of the Company’s stevia
processing facilities through registered capital payments to the Company’s
wholly-owned subsidiary Qingdao Runhao Stevia High Tech Company Limited. The
balance of the net proceeds will be used for debt repayment, working capital
requirements and other general corporate purposes.


 


In connection with the
Offering, the Company effected a four-to-one (4:1) share consolidation of its
common shares. The common shares started trading on a post consolidated basis
on November 10, 2009. There was no change in the name or trading symbol of the
Company.


 


The common shares of GLG
will be registered in the United States pursuant to a registration statement
filed under a multi-jurisdictional disclosure system permitted for certain
Canadian companies filing registration statements in the United States and are
being offered by way of a short form prospectus in all of the provinces of
Canada, except Québec.


 


The registration statement
has been filed with the United States Securities and Exchange Commission but
has not yet become effective. The common shares may not be sold nor may offers
to buy be accepted prior to the time the registration statement becomes effective.


 


The Offering is subject to
certain customary conditions and regulatory approvals, including the approval
of the Toronto Stock Exchange, and in connection with the Company’s listing
application in connection with the U.S. IPO, to the approval of the NASDAQ.


 


GLG Announces Filing of
Statement of Defence and Counterclaim


 


On November 11, 2009, the
Company announced that it had filed a statement of defence and counterclaim in
the previously announced claim against the Company by WGN in the Supreme Court
of British Columbia.


 


The Company’s statement of
defence states, and the Company continues to believe, that WGN’s claim that
Sweet Naturals is entitled to a larger share of the Company’s stevia business
is contrary to the express provisions of the shareholder agreement. The
statement of defence also states that other claims by WGN fall outside the
terms of the shareholder agreement and are inconsistent with it. The Company
remains of the view that the claims are wholly lacking in merit. The Company
seeks to have the claims dismissed with costs. The Company also instituted a
counterclaim for damages against WGN as a result of the commencement of the
action.


 


This material change report shall
not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these common shares in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.


 


3

















 


Forward-looking statements:


 


Certain
statements herein may constitute “forward-looking information” and “forward-looking
statements” within the meaning of applicable Canadian and United States
securities laws, including statements regarding GLG’s planned U.S. IPO and
public offering in Canada, planned listing on the NASDAQ Global Market, the
expected closing date and the anticipated use of proceeds. These statements are
based upon assumptions that the Offering will be successfully completed on the
terms described above, and that the proceeds of the Offering can successfully
be used as described above. There can be no assurance that GLG will complete
the proposed Offering or that its common shares will be listed on the NASDAQ
Global Market. All statements relating to plans, strategies, projections of
results of specific activities or investments, and other statements that are
not descriptions of historical facts may be forward-looking statements.  Forward-looking statements and information are
inherently subject to risks and uncertainties, and actual results could differ
materially from those currently anticipated due to a number of factors, which
include, but are not limited to, operational risks, 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 other risks and
uncertainties disclosed under the heading “Risk Factors” in the preliminary
short form prospectus and the registration statement on Form F-10, the Company’s
Annual Information Form in respect of the year ended December 31, 2008 and the
risk factors in the Management’s Discussion and Analysis for the year ended December
31, 2008.  Forward-looking statements and
information may be identified by terms such as “may”, “will”, “should”, “continue”,
“expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project”,
or similar terms or the negatives of these terms.  Although we believe that the expectations
reflected in the forward-looking statements and information are reasonable, we
cannot guarantee future results, levels of activity, performance, or achievements.  The Company’s forward-looking statements and
information reflect the beliefs, opinions and projections on the date the
statements are made. The Company assumes no obligation to update
forward-looking information should circumstances or management’s estimates or
opinions change, except as required by law..


 


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) 631-1368

  



 


Item 9.   Date of Report


 


November 12, 2009


 


4