FORM 51-102F3
Material Change Report
Item 1: Name and Address of Company
| | Pacific North West Capital Corp.
650-555 West 12th Avenue
Vancouver, B.C. V5Z 3X7 |
Item 2: Date of Material Change:
Item 3: News Release:
| | News release dated & issued on February 27, 2014 was disseminated through Market News. |
Item 4: Summary of Material Change:
| | The Company announced that it intends to complete a non‐brokered flow-through and non flow‐through private placement of up to a combined 10,000,000 units for gross proceeds up to $500,000. |
| | Each non flow-through unit (“NFT Unit”) will consist of one common share at a price of $0.05 per NFT Unit and one‐half of one non-transferable share purchase warrant (“Warrant”). Each Warrant will entitle the holder thereof to purchase one additional common share of the Company for a period of 36 months from the closing date at a price of $0.10 per share during the first year, $0.20 per share during the second year and $0.30 per share during the third year. |
| | Each flow‐through unit (“FT Unit”) will consist of one common share at a price of $0.05 per FT Unit and one-half of one non flow‐through, nontransferable share purchase warrant (“Warrant”). Each Warrant will entitle the holder thereof to purchase one additional non flow‐through common share of the Company for a period of 36 months from the closing date at a price of $0.10 per share during the first year, $0.20 per share during the second year and $0.30 per share during the third year. |
| | The proceeds from the private placement received from the sale of the FT units will be used for the further development and exploration of the River Valley PGM Project and exploration of two large adjacent properties for Canada’s next PGM district, located in the Sudbury region of Ontario. The proceeds from the sale of NFT Units will be used to search for a strategic joint venture partner to share our vision and commitment in exploration and development of River Valley, for the evaluation of additional platinum group metals projects in North America, and working capital. |
| | The shares to be issued with respect to the Offering will be subject to a four‐month hold period in accordance with applicable Canadian Securities Laws. Completion of the Offering and any finder’s fees payable is subject to regulatory approvals. |
Item 5: Full Description of Material Change:
| | Please see the full news release dated February 27, 2014, which is available at www.sedar.com. |
Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102:
| | 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. |
Item 7: Omitted Information
Item 8: Executive Officer
| | Coreena Hansen, Corporate Secretary
Telephone: 604-648-1420 Facsimile: 604-604-685-8045 |
Item 9: Date of Report
