Great Pacific Enterprises Inc. — M&A Activity 1997

May 23, 1997

This is the form of a material change report required under Section 67(1) of the Securities Act.

FORM 27

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT

NOTE: This form is intended as a guideline. A letter or other document may be used if the substantive requirements of this form are complied with.

NOTE: Every report required to be filed under section 67(1) of the Act shall be sent to the Commission in an envelope addressed to the Commission and marked “Continuous Disclosure”.

NOTE: WHERE THIS REPORT IS FILED ON A CONFIDENTIAL BASIS PUT AT THE BEGINNING OF THE REPORT IN BLOCK CAPITALS “CONFIDENTIAL - SECTION 67”, AND EVERYTHING THAT IS REQUIRED TO BE FILED SHALL BE PLACED IN AN ENVELOPE ADDRESSED TO THE SECRETARY OF THE COMMISSION MARKED “CONFIDENTIAL”.

Item 1. Name and Address of Reporting Issuer

Great Pacific Enterprises Inc.

1600 -1055 West Hastings Street

Vancouver, BC

V6E 2H2

Item 2. Date of Material Change

May 21, 1997

Item 3. Date and Place of Issuance of Press Release

May 21, 1997, Vancouver, British Columbia

Item 4. Summary of Material Change

The board of directors have approved the terms of a going private transaction by Jim Pattison Industries Ltd., a company indirectly owned by Mr. Pattison which owns approximately 62% of the Issuer’s outstanding Common shares. Pursuant to the transaction all shareholders of the Issuer, other than Jim Pattison Industries Ltd., will receive $80 per Common share from either Jim Pattison Industries Ltd. or the Issuer at the shareholder’s election.

Item 5. Full Description of Material Change

The board of directors (with Messrs. Pattison and Geer not participating) has approved the terms of a going private transaction by Jim Pattison Industries Ltd., a company indirectly owned by Mr. Pattison which owns approximately 62% of the Issuer’s outstanding Common shares. Pursuant to the transaction all shareholders of the Issuer, other than Jim Pattison Industries Ltd., will receive $80 per common share from either Jim Pattison Industries Ltd. or the Issuer at the shareholder’s election.

The directors received from Gordon Capital Corporation a fairness opinion which states that in the opinion of Gordon Capital the transaction is fair from a financial point of view to minority shareholders of the Issuer. The price per share is the result of arm’s length negotiations between Jim Pattison Industries Ltd. and a shareholder which holds over 19.9% of the shares of the Issuer and has agreed with the price of $80 per share and to vote in favour of the transaction.

The proposed transaction remains subject to a number of conditions, principally receipt of required minority shareholder approval and court approval. Shareholder approval will be sought at the Extraordinary and Annual General Meeting of Shareholders to be held on June 27, 1997.

Item 6. Reliance on Section 67(2) of the Act

Not applicable

Item 7. Omitted Information

None

Item 8. Name & Business Telephone Number of Senior Officer to Contact

Nick Desmarais, Secretary (604) 488-5214

Item 9. Statement of Senior Officer

The undersigned, being a senior officer of the reporting issuer, hereby attests that the foregoing accurately discloses the material change referred to herein.

DATED at Vancouver, B.C., the 22nd day of May, 1997.

(Signature)

Nick Desmarais

(Name of senior officer - please print)

INSTRUCTIONS

Item 1- State the full name and address of the principal office in Canada of the reporting issuer.

Item 3- State the date and place(s) of the issuance of the press release issued pursuant to Section 67(1) of the Act.

Item 4- Provide a brief but accurate summary of the nature and substance of the material change.

Item 5- Supplement the summary required under Item 4 with the disclosure which should be sufficiently complete to enable a reader to appreciate the significance of the material change without reference to other material. Management is in the best position to determine what facts are significant and must disclose those facts in a meaningful manner. See also Item 7.

This description of the significant facts relating to the material change will therefore include some or all of the following: dates, parties, terms and conditions, description of any assets, liabilities or capital affected, purpose, financial or dollar values, reasons for the change, and a general comment on the probable impact on the reporting issuer or its subsidiaries. Specific financial forecasts would not normally be required to comply with this form.

The above list merely describes examples of some of the facts which may be significant. The list is not intended to be inclusive or exhaustive of the information required in any particular situation.

Item 6- If the report is being filed on a confidential basis in reliance on Section 67(2) of the Act, state the reasons for such reliance.

Refer to Section 67(3) of the Act concerning continuing obligations in respect of reports filed pursuant to this subsection.

Item 7- In certain circumstances where a material change has occurred and a material change report has been or is about to be filed but Section 67(3) of the Act will no longer or will not be relied upon, a reporting issuer may nevertheless believe one or more significant facts otherwise required to be disclosed in the material change report should remain confidential and not be disclosed or not be disclosed in full detail in the material change report.

State whether any information has been omitted on this basis and provide the reasons for any such omission in sufficient detail to permit the Commission to exercise its discretion pursuant to Section 151(3) of the Act.

The reasons for the omission may be contained in a separate letter filed as provided in Section 146 of the Regulation.

Item 8- To facilitate any necessary follow-up by the Commission, give the name and business telephone number of a senior officer of the reporting issuer who is knowledgeable about the material change and the report or an officer through whom such senior officer may be contacted by the Commission.