Exhibit 4.6


 


FORM 51-102F3


MATERIAL CHANGE REPORT


 


ITEM 1. NAME AND ADDRESS OF ISSUER


 


Alexco Resource Corp. (the "Company")


Suite 1225, 555 Burrard Street


Vancouver, BC V7X 1M9


 


ITEM 2. DATE OF MATERIAL CHANGE


 


March 24, 2020, March 25, 2020 and March 27,
2020


 


ITEM 3. NEWS RELEASE


 


News releases issued on March 24,
2020, March 25, 2020 and March 27, 2020, respectively, were disseminated through the facilities of Cision and filed
on the System for Electronic Document Analysis and Retrieval (SEDAR).


 


ITEM 4. SUMMARY OF MATERIAL CHANGE


 


On March 24, 2020, the Company announced
an over-night public offering (the "Offering") of common shares of the Company and filed a preliminary prospectus
supplement in connection with the Offering, with the definitive price of the Offering to be determined in the context of the market.


 


On March 25, 2020, the Company entered
into an underwriting agreement with a syndicate of underwriters co-led by Cormark Securities Inc. and Cantor Fitzgerald Canada
Corporation, and including Canaccord Genuity Corp. (collectively the "Underwriters") to sell 4,054,500 common
shares at a price of $1.85 per share (the "Offering Price") for gross proceeds of $7.5 million. The Company had
also granted to the Underwriters an option (the "Over-Allotment Option"), exercisable to purchase up to an additional
608,175 common shares at the Offering Price.


 


On March 27, 2020, the Company announced
that the Offering was completed on the terms as previously announced, with the Over-Allotment Option having been exercised in
full.


 


ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE


 


See news release dated March 24,
2020 attached as Schedule "A", news release dated March 25, 2020 attached as Schedule "B", and the
news release dated March 27, 2020 attached as Schedule "C".


 


ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTIONS


 


Not applicable


 


ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL
INSTRUMENT 51-102


 


Not applicable


 






    


    2


    

 


ITEM 7. OMITTED INFORMATION


 


There are no significant facts required to be disclosed herein
which have been omitted.


 


ITEM 8. EXECUTIVE OFFICER


 


	Contact:	Clynton R. Nauman, Executive Chairman and CEO
	 	Kettina Cordero, Director of Investor Relations
	Phone:	(778) 945-6577
	Email:	info@alexcoresource.com



 


ITEM 9. DATE OF REPORT


 


April 3, 2020


 






    


    


    

 


Schedule "A"


News Release dated March 24, 2020


 


(see attached)






     


     


    

 


 


 


PRESS RELEASE





 


ALEXCO ANNOUNCES OVER-NIGHT MARKETED
PUBLIC OFFERING


 


Vancouver, March 24, 2020 –
Alexco Resource Corp. (NYSE American: AXU; TSX: AXU) (“Alexco” or the “Company”) has today filed a
preliminary prospectus supplement in connection with an over-night marketed public offering (the “Offering”) of common
shares of the Company (the “Common Shares”). The definitive price shall be determined in the context of the market
and the size of the Offering is not to be less than $5,000,000. It is expected that Cormark Securities Inc. and a syndicate of
underwriters (collectively the “Underwriters”) will enter into a definitive underwriting agreement with the Company
on the successful marketing of the Offering. The Underwriters also have an option to sell that number of additional Common Shares
equal to 15% of the number of Common Shares (the “Option Shares”) sold pursuant to the Offering at the offering price
for market stabilization purposes and price to cover over-allotments for a period of 30 days after the date of Closing provided
that the aggregate number of Common Shares to be issued by the Company pursuant to the Offering.


 


The proceeds from the sale of the Common
Shares will be used for preservation and measured advancement of mine development activity at Keno Hill, exploration and for general
working capital purposes.


 


The Offering will be made by way of a
prospectus supplement (the “Prospectus Supplement”) to the Company’s existing Canadian base shelf prospectus
(the “Base Shelf Prospectus”) and related U.S. registration statement on Form F-10 (SEC File No. 333-227024)
(the “Registration Statement”). The U.S. form of Base Shelf Prospectus is included in the Registration Statement.
The Prospectus Supplement has been filed with the securities commissions in each of the provinces of British Columbia, Alberta,
Ontario, Saskatchewan and Manitoba and the United States Securities and Exchange Commission (the “SEC”). The Canadian
Prospectus Supplement (together with the related Canadian Base Shelf Prospectus) is available on SEDAR at www.sedar.com. The United
States Prospectus Supplement (together with U.S. Base Shelf Prospectus and the Registration Statement) will be available on the
SEC’s website at www.sec.gov. Alternatively, the Canadian Prospectus Supplement (together with the related Canadian Base
Shelf Prospectus) and the United States Prospectus Supplement (together with the related United States Base Shelf Prospectus and
the Registration Statement) may be obtained, when available, upon request by contacting the Company or Cormark Securities Inc.
Royal Bank Plaza, North Tower, Suite 1800, Bay Street, Toronto, Ontario M5J 2J2.


 


Closing is expected on or about March 27,
2020 and is subject to regulatory approval including that of the Toronto Stock Exchange and NYSE American.


 


This press release does not constitute
an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor
has any such authority passed upon by the accuracy or adequacy of the Prospectus Supplements, the Base Shelf Prospectuses or the
Registration Statement.


 


About Alexco


 


Alexco is a Canadian primary silver company
that owns the majority of the historic high-grade Keno Hill Silver District (the “District”) in Canada’s Yukon
Territory. Alexco has a long history of expanding Keno Hill’s mineral resources through successful exploration and is currently
advancing a development plan for the District. Alexco is in the final phase of the permitting process and is currently advancing
key surface infrastructure while it awaits the final permit to make a positive construction decision.


 





	Head
Office	 	 	T.
604 633 4888	 
	Alexco Resource
    Corp.	 	 	     F.
                                         604 633 4887	 
	Suite 1225, Two
    Bentall Centre, 555 Burrard Street, Box 216	 	 	 	 
	Vancouver, BC V7X 1M9	 	 	 	 
	Canada	 	 	 	 








     


     


    

 


 


 


Contact


 


Clynton R. Nauman, Executive Chairman
and Chief Executive Officer

Kettina Cordero, Director of Investor Relations





Phone: (778) 945-6577

Email: info@alexcoresource.com


 


Some statements (“forward-looking
statements”) in this news release contain forward-looking information concerning the Offering and the use of proceeds
thereof, plans related to Alexco’s business and other matters that may occur in the future, made as of the date of this
news release. Forward-looking statements may include, but are not limited to, statements with respect to the proposed Offering,
anticipated closing of the Offering, potential exercise by the Underwriter of its option to acquire Underwriter’s Option
Shares, and anticipated use of proceeds. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties
and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking
statements. Such factors include, among others, risks related to regulatory approval of the Offering; risks and uncertainties
relating to the outbreak of COVID-19 including but not limited to business closures, quarantines and a general reduction in consumer
activity; actual results and timing of exploration and development, mining, environmental services and remediation and reclamation
  activities; future prices of silver, gold, lead, zinc and other commodities; possible variations in mineral resources, grade
or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks
of the mining industry; First Nation rights and title; continued capitalization and commercial viability; global economic conditions;
competition; and delays in obtaining governmental approvals or financing or in the completion of development activities. Forward-looking
statements are based on certain assumptions that management believes are reasonable at the time they are made. In making the forward-looking
statements included in this news release, Alexco has applied several material assumptions, including, but not limited to, the
assumption that regulatory approval of the Offering will be obtained in a timely manner; all conditions precedent to completion
of the Offering will be fulfilled in a timely manner; Alexco will be able to raise additional capital as necessary, that the proposed
exploration and development activities will proceed as planned, and that market fundamentals will result in sustained silver,
gold, lead and zinc demand and prices. There can be no assurance that forward-looking statements will prove to be accurate and
actual results and future events could differ materially from those anticipated in such statements. Alexco expressly disclaims
any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future
events or otherwise, except as otherwise required by applicable securities legislation.


 


Page 2
of 2






     


     


    

 





Schedule "B"


News Release dated March 25, 2020


 


(see attached)






     


     


    

 


 


 


Alexco Announces $7.5 Million








Common Share Public Offering


 


March 25, 2020 – Alexco
Resource Corp. (NYSE AMERICAN: AXU; TSX: AXU) (“Alexco” or the “Company”) is pleased to announce that
further to its previously announced over-night marketed public offering (the “Offering”) of common shares of the Company
(the “Common Shares”), it has entered into an underwriting agreement with a syndicate of underwriters co-led by Cormark
Securities Inc. and Cantor Fitzgerald Canada Corporation, and including Canaccord Genuity Corp. (collectively the “Underwriters”)
to sell 4,054,500 Common Shares at a price of $1.85 per share (the “Offering Price”) for gross proceeds of $7.5 million.
The Company has granted to the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part,
in the sole discretion of the Underwriters, for a period of 30 days from and including the closing of the Offering, to purchase
up to an additional 608,175 Common Shares (“Option Shares”) at the Offering Price. If the Over-Allotment Option is
exercised in full, the total gross proceeds to the Company will be $8.6 million.


 


The Company shall pay the Underwriters
a commission equal to 6.0% of the gross proceeds of the Offering, including proceeds received from the exercise of the Over-Allotment
Option, if any.


 


The Company intends to use the net proceeds
of the Offering for preservation and measured advancement of mine development activity at Keno Hill, exploration and for general
working capital purposes.


 


The Offering will be made by way of a
prospectus supplement (the “Prospectus Supplement”) to the Company’s existing Canadian base shelf prospectus
(the “Base Shelf Prospectus”) and related U.S. registration statement on Form F-10 (SEC File No. 333-227024)
(the “Registration Statement”). The U.S. form of Base Shelf Prospectus is included in the Registration Statement.
The Prospectus Supplement has been filed with the securities commissions in each of the provinces of British Columbia, Alberta,
Ontario, Saskatchewan and Manitoba and the United States Securities and Exchange Commission (the “SEC”). The Canadian
Prospectus Supplement (together with the related Canadian Base Shelf Prospectus) is available on SEDAR at www.sedar.com. The United
States Prospectus Supplement (together with U.S. Base Shelf Prospectus and the Registration Statement) will be available on the
SEC’s website at www.sec.gov. Alternatively, the Canadian Prospectus Supplement (together with the related Canadian Base
Shelf Prospectus) and the United States Prospectus Supplement (together with the related United States Base Shelf Prospectus and
the Registration Statement) may be obtained upon request by contacting the Company or Cormark Securities Inc. Royal Bank Plaza,
North Tower, Suite 1800, Bay Street, Toronto, Ontario M5J 2J2.


 


Closing is expected on or about March 27,
2020 and is subject to regulatory approval including that of the Toronto Stock Exchange and NYSE American.


 


This press release does not constitute
an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor
has any such authority passed upon by the accuracy or adequacy of the Prospectus Supplements, the Base Shelf Prospectuses or the
Registration Statement.


 


About Alexco


 


Alexco is a Canadian primary silver company
that owns the majority of the historic high-grade Keno Hill Silver District (the “District”) in Canada’s Yukon
Territory. Alexco has a long history of expanding Keno Hill’s mineral resources through successful exploration and is currently
advancing a development plan for the District. Alexco is in the final phase of the permitting process and is currently advancing
key surface infrastructure while it awaits the final permit to make a positive construction decision.





 


	Head
    Office	 	 	     T.
                                         604 633 4888	 
	Alexco Resource Corp.	 	 	     F.
                                         604 633 4887	 
	Suite 1225, Two
    Bentall Centre, 555 Burrard Street, Box 216	 	 	 	 
	Vancouver, BC V7X 1M9	 	 	 	 
	Canada	 	 	 	 








     


     


    

 


 


 


Contact


 


Clynton R. Nauman, Executive Chairman
and Chief Executive Officer

Kettina Cordero, Director of Investor Relations





Phone: (778) 945-6577

Email: info@alexcoresource.com


 


Some statements (“forward-looking
statements”) in this news release contain forward-looking information concerning the Offering and the use of proceeds thereof,
plans related to Alexco’s business and other matters that may occur in the future, made as of the date of this news release.
Forward-looking statements may include, but are not limited to, statements with respect to the proposed Offering, anticipated
closing of the Offering, potential exercise by the Underwriters of their option to acquire Option Shares, and anticipated use
of proceeds. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which
could cause actual events or results to differ from those expressed or implied by the forward-looking statements. Such factors
include, among others, risks related to regulatory approval of the Offering; risks and uncertainties relating to the outbreak
of COVID-19 including but not limited to business closures, quarantines and a general reduction in consumer activity; actual results
and timing of exploration and development, mining, environmental services and remediation and reclamation activities; future prices
of silver, gold, lead, zinc and other commodities; possible variations in mineral resources, grade or recovery rates; failure
of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry;
First Nation rights and title; continued capitalization and commercial viability; global economic conditions; competition; and
delays in obtaining governmental approvals or financing or in the completion of development activities. Forward-looking statements
are based on certain assumptions that management believes are reasonable at the time they are made. In making the forward-looking
statements included in this news release, Alexco has applied several material assumptions, including, but not limited to, the
assumption that regulatory approval of the Offering will be obtained in a timely manner; all conditions precedent to completion
of the Offering will be fulfilled in a timely manner; Alexco will be able to raise additional capital as necessary, that the proposed
exploration and development activities will proceed as planned, and that market fundamentals will result in sustained silver,
gold, lead and zinc demand and prices. There can be no assurance that forward-looking statements will prove to be accurate and
actual results and future events could differ materially from those anticipated in such statements. Alexco expressly disclaims
any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future
events or otherwise, except as otherwise required by applicable securities legislation.


 


Page 2
of 2






     


     


    




 


Schedule "C"


News Release dated March 27, 2020


 


(see attached)


 






    


     


    

 





 


 


Alexco Closes $8.6 Million


Common Share Public Offering


 


March 27, 2020 – Alexco Resource
Corp. (NYSE AMERICAN: AXU; TSX: AXU) (“Alexco” or the “Company”) announces that is has closed the previously
announced over-night marketed public offering (the “Offering”) of common shares of the Company (the “Common Shares”),
with a syndicate of underwriters co-led by Cormark Securities Inc. and Cantor Fitzgerald Canada Corporation, and including Canaccord
Genuity Corp. (collectively the “Underwriters”). With full subscription of the over-allotment option, the Company has
issued 4,662,675 Common Shares at a price of $1.85 per share (the “Offering Price”) for gross proceeds of $8,625,948.75.


 


In connection with the Offering, the Company
has paid the Underwriters a cash commission equal to 6.0% of the gross proceeds of the Offering.


 


The Company intends to use the net proceeds
of the Offering for preservation and measured advancement of mine development activity at Keno Hill, exploration and for general
working capital purposes.


 


The Offering was made by way of a prospectus
supplement (the “Prospectus Supplement”) to the Company’s existing Canadian base shelf prospectus (the “Base
Shelf Prospectus”) and related U.S. registration statement on Form F-10 (SEC File No. 333-227024) (the “Registration
Statement”) filed under the Canada/U.S. multijurisdictional disclosure system.


 


This press release does not constitute
an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction. The securities have not been approved or disapproved by any regulatory authority, nor has any such authority
passed upon by the accuracy or adequacy of the Prospectus Supplement, the Base Shelf Prospectus or the Registration Statement.


 


About Alexco


 


Alexco is a Canadian primary silver company
that owns the majority of the historic high-grade Keno Hill Silver District (the “District”) in Canada’s Yukon
Territory. Alexco has a long history of expanding Keno Hill’s mineral resources through successful exploration and is currently
advancing a development plan for the District. Alexco is in the final phase of the permitting process and is currently advancing
key surface infrastructure while it awaits the final permit to make a positive construction decision.


 


Contact


 


Clynton R. Nauman, Executive Chairman
and Chief Executive Officer


Kettina Cordero, Director of Investor Relations


Phone: (778) 945-6577


Email: info@alexcoresource.com


 





	Head Office	T. 604 633 4888
	Alexco Resource Corp.	F. 604 633 4887
	Suite 1225, Two Bentall Centre, 555 Burrard
Street, Box 216	 
	Vancouver, BC V7X 1M9	 
	Canada	 













 






    


    


    

 


 


 


Some statements (“forward-looking
statements”) in this news release contain forward-looking information concerning the Offering and the use of proceeds thereof,
plans related to Alexco’s business and other matters that may occur in the future, made as of the date of this news release.
Forward-looking statements may include, but are not limited to, statements with respect to the proposed Offering and anticipated
use of proceeds. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors
which could cause actual events or results to differ from those expressed or implied by the forward-looking statements. Such factors
include, among others, risks and uncertainties relating to the outbreak of COVID-19 including but not limited to business closures,
quarantines and a general reduction in consumer activity; actual results and timing of exploration and development, mining, environmental
services and remediation and reclamation activities; future prices of silver, gold, lead, zinc and other commodities; possible
variations in mineral resources, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents,
labour disputes and other risks of the mining industry; First Nation rights and title; continued capitalization and commercial
viability; global economic conditions; competition; and delays in obtaining governmental approvals or financing or in the completion
of development activities. Forward-looking statements are based on certain assumptions that management believes are reasonable
at the time they are made. In making the forward-looking statements included in this news release, Alexco has applied several material
assumptions, including, but not limited to, the assumption that Alexco will be able to raise additional capital as necessary, that
the proposed exploration and development activities will proceed as planned, and that market fundamentals will result in sustained
silver, gold, lead and zinc demand and prices. There can be no assurance that forward-looking statements will prove to be accurate
and actual results and future events could differ materially from those anticipated in such statements. Alexco expressly disclaims
any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events
or otherwise, except as otherwise required by applicable securities legislation.


 





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