FORM 51-102F3

(Previously Form 53-901F)

Material Change Report

Item 1: Name and Address of Company

Pacific North West Capital Corp.

2303 West 41^st Avenue

Vancouver, BC,  V6M 2A3

Item 2: Date of Material Change:

June 4, 2009

Item 3: News Release:

A news release dated and issued on June 4, 2009 was disseminated through Canada News Wire

Item 4: Summary of Material Change:

PFN Announces Geochemical Study and Re-assay Program,  River Valley Platinum Group Metal (PGM) Project

Item 5: Full Description of Material Change:

Geochemical study underway to:

·

document five element PGM concentrations

·

determine controls on metal distribution

·

establish genetic model for origins of mineralization

June 4, 2009, Vancouver, BC – Pacific North West Capital Corp. (TSX: PFN; OTCBB: PAWEF; Frankfurt: P7J) is pleased to announce the initiation of a detailed geochemical study of PGM mineralization in the River Valley intrusion near Sudbury, Ontario.  The program is designed to better constrain the genetic model for the origins of the mineralization, to establish the geochemical characteristics of high grade zones as an aid to future exploration, and to document five element PGM concentrations (including, iridium, rhodium and ruthenium) to provide better estimates of the value of the mineralization.

An initial batch of 47 pulps from River Valley drill core samples was submitted to Genalysis Laboratory Services Pty Ltd. for nickel sulphide (NiS) collection fire assay analysis of platinum, palladium, osmium, iridium, rhodium, ruthenium, and gold concentrations in 2008. Genalysis Laboratory Services is an ISO/IEC 17025 (2005) accredited analytical laboratory located in Perth, Australia. The goal of this work was primarily to compare rhodium assay results by the NiS collection fire assay method with those obtained over the course of the project using the lead (Pb) collection fire assay technique. Typically, the NiS method provides more accurate results for the elements osmium, iridium, rhodium and ruthenium.

The concentrations of platinum and palladium in the samples analyzed by the NiS collection method at Genalysis are statistically equivalent to the concentrations of these elements as reported in the original XRAL Laboratories (a division of SGS Canada Inc.) Pb collection fire assay analyses (see accompanying table). The correlations between Pt and Pd in the two data sets are excellent. Statistical analysis of the more limited rhodium assay data (15 samples) indicates that the concentrations determined by the NiS collection method are, on average, approximately 30% higher than the original rhodium assays. The concentration data for samples for which rhodium analyses from both laboratories are available are tabulated below. The correlation between the two sets of rhodium results is also excellent, suggesting that sample heterogeneity is not the source of the concentration differences.  

Based on these results, PFN embarked on a more comprehensive evaluation of five element (platinum, palladium, rhodium, iridium, ruthenium) PGM concentrations of the River Valley mineralization through support of a scientific study being conducted by Dr. Reid Keays of Monash University, Australia. Dr. Keays is an expert in the geochemistry of nickel-copper-PGM deposits, and the processes leading to their formation. A total of 337 core samples were collected from five drill holes from the River Valley project area. The holes were selected to provide a sample set that encompasses a wide range of PGM concentrations, rock types, degrees of alteration, and geographic locations. The samples also represent stratigraphic sections through the mineralization; from footwall through the mineralized breccia unit and into the overlying layered series lithologies.

In addition to NiS collection fire assay for a five element PGM suite, the samples will undergo research quality analyses for a wide range of elements, including the large ion lithophile elements, the rare earth elements, high field strength elements, sulphur and selenium. Density measurements will also be completed on the core samples. Dr. Keays is supervising the analytical work, and has submitted the samples to the Ontario Ministry of Northern Development and Mines’ Geoscience Laboratories, an ISO 9002 (2009) accredited analytical laboratory located in Sudbury, Ontario.

 

 

The PGM assay data and density measurements will be used to refine economic modelling of the deposit, and to better quantify the total value of the River Valley mineralization. The geochemical data will be used to examine trends in geochemical parameters moving across the mineralized zone, and to establish the geochemical characteristics of different mineralization types. The goals of this work are to determine the processes that led to the mineralization, to document the controls on metal distribution, and to establish a genetic model for the origins of the mineralization.  This work will greatly enhance the knowledge base for the River Valley mineralization, and provide practical guidance for future exploration targeting higher grade zones within the deposit.

About the River Valley Project

The River Valley project is a 50/50 joint venture between PFN and the world’s largest PGM producer, Anglo Platinum Limited. Anglo Platinum can increase its ownership interest to 60% by completing a positive feasibility study, and to 65% by advancing the project through to production. To date, Anglo Platinum has expended approximately $22.5 million on the project. A 43-101-compliant resource estimate by Geosim Services Inc. (see PFN press release dated March 27 2006) outlined measured and indicated resources of 30.5 million tonnes grading 0.06 grams per tonne (g/t) gold, 0.34 g/t platinum and 0.97 g/t palladium, and inferred resources of 2.39 million tonnes grading 0.05 g/t gold 0.31 g/t platinum and 0.87 g/t palladium. The resource estimates used a cut-off grade of 0.7 g/t (platinum+palladium).  The other four PGM (osmium, iridium, ruthenium and rhodium) were not included in any of the resource calculations due to insufficient assay data.

 

Comparison of original assay results and check assay results for selected River Valley drill core samples that underwent prior testing for rhodium concentrations between 2000 and 2006.  All concentrations are reported in parts per billion (ppb; 1000 ppb = 1 gram per tonne (g/t)). The XRAL results were obtained by the lead collection fire assay method, while the Genalysis results were obtained using the nickel sulphide collection fire assay method.

 

The qualified person for this press release is Jonathan Findlay, Ph.D., P.Geo., Vice President of Exploration for Pacific North West Capital Corp.

Item 6: Reliance on subsection 7.1(2) or (3) 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.

Not Applicable

Item 7: Omitted Information

Not Applicable

Item 8: Executive Officer

Charlotte Brown, Corporate Secretary

Telephone:  604-685-1870      Facsimile:  604-685-6550

Item 9: Statement of Senior Officer

Dated at the City of Vancouver, in the Province of British Columbia this 4^th day of June 2009.