| Item 1: | Name and Address of Company |
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| | Pacific North West Capital Corp.
2303 West 41st Avenue
Vancouver, BC, V6M 2A3
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| Item 2: | Date of Material Change: |
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| | January 31, 2011 |
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| Item 3: | News Release: |
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| | A news release dated & issued on January 31, 2011 was disseminated through Canada News Wire. |
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| Item 4: | Summary of Material Change: |
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| | Pacific North West Capital Corp. (the “Company” for “PFN”) announced today that an agreement to purchase the 50% ownership in the River Valley PGM project, currently owned and held in a joint venture with Anglo Platinum Limited. (“Anglo Platinum”) has been completed. The transaction, subject to the approval of the Toronto Stock Exchange (“TSX”), will provide PFN with an undivided 100% interest in the joint venture project. |
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| Item 5: | Full Description of Material Change: |
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| | Pacific North West Capital Corp. ("PFN") TSX: PFN; OTCBB: PAWEF; Frankfurt: P7J (“the Company”) announced today that an agreement to purchase the 50% ownership in the River Valley PGM project, currently owned and held in a joint venture with Anglo Platinum Limited. (“Anglo Platinum”) has been completed. The transaction, subject to the approval of the Toronto Stock Exchange (“TSX”), will provide PFN with an undivided 100% interest in the joint venture project. |
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| | Under the terms of the agreement, Anglo Platinum will exchange its 50% interest in the unincorporated Joint Venture, for a 12% interest in PFN, based on the issued and outstanding common shares of PFN as of November 30, 2010 (67,643.008). The aggregate purchase price for the 50% interest in the River Valley PGM project is: |
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| | (a) 8,117,161 fully paid and non-assessable Common Shares; and
(b) Three year warrants exercisable to purchase 3,000,000 Common Shares at a price of Cdn$0.30 per share. |
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| | PFN will issue the shares in the Company to Kaymin Resources Ltd. (“Kaymin”), a wholly owned subsidiary of Anglo Platinum Limited in exchange for Kaymin’s 50% interest in the joint venture. The all-share transaction is expected to close upon the acceptance by the TSX. |
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| | See the full news release dated January 31, 2011, attached hereto. |
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| Item 6: | Reliance on subsection 7.1(2) of National Instrument 51-102: |
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| | If this Report is being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102, state the reasons for such reliance. |
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| | Not Applicable. |
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| Item 7: | Omitted Information |
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| | Not Applicable |
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| Item 8: | Executive Officer |
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| | Linda Holmes, Corporate Secretary
Telephone: 250-404-0310 Facsimile: 604-685-6550 |
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| Item 9: | Date of Report |
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| | January 31, 2011 |
