Pathfinder Resources Ltd. — Capital/Financing Update 1999

May 28, 1999

form 27

securities act

material change report under section 85(1) of the act

Item 1 Reporting Issuer:

Pathfinder Resources Ltd.
1550, 409 Granville Street
Vancouver, B.C.
V6C 1T2

Item 2 Date of Material Change:

May 27, 1999

Item 3 Press Release:

Date Place of Issue

May 27, 1999 See distribution sheet marked Schedule "A" attached.

(*Delivery to news services does not guarantee publication or broadcast.)

Item 4 Summary of Material Change:

The Company has negotiated a non brokered private placement of up to 1,000,000 units at a price of $0.16 per unit for gross proceeds to the Company of $160,000.

Item 5 Full Description of Material Changes:

Reference is made to Item 4 above and to the Company's News Release #99-2, a copy of which is attached hereto as Schedule "B".

Item 6 Reliance on Section 85(2) of the Act:

Not applicable.

Item 7 Omitted Information:

There is no material information which has been omitted from the report in reliance upon Section 85(3) of the Securities Act.

Item 8 Senior Officers:

Contact: Victor A. Tanaka
President

(604) 687-2153

Item 9 Statement of Senior Officer:

The foregoing accurately discloses the material change referred to herein.

DATED at the City of Vancouver, in the Province of British Columbia, this 27th day of May, 1999.

PATHFINDER RESOURCES LTD.

“VICTOR A. TANAKA”

Victor A. Tanaka
President

cc: Vancouver Stock Exchange
Maynard Brown

Form27

SCHEDULE A

Media:

George Cross Newsletter George Cross

Market News Publishing Inc. News Desk

Vancouver Stockwatch John Woods

	Pathfinder Resources Ltd. Suite 1550, 409 Granville Street Vancouver, B.C. V6C 1T2 Telephone: (604) 687-2153 Facsimile: (604) 669-8336	March 23, 1999 VSE Symbol: PHR Shares Issued: 8,444,424 News Release # 99-01

BRITISH COLUMBIA COPPER-GOLD PROPERTY ACQUIRED

Pathfinder Resources Ltd. has finalized an option agreement to earn a 100% interest in a 72 unit, 1800 hectare property in the Telegraph Creek area of northwest British Columbia. The Property was acquired as an exploration target for copper-gold bearing skarn and porphyry type deposits. According to a prospector’s 1989 notes, mineralization on the claims occurs in a diorite intrusive and related skarn zone as well as a broad silicified zone; his chip sample over the width of the silicified zone at the contact with the diorite assayed 4.8% copper, 0.9 g/t gold and 67.1 g/t silver over 24 metres. The highest grade grab samples from the skarn zone assayed 30.6% copper and 16.5 g/t gold, while the best grade from a chip sample of the diorite ran 1.9% copper and 110 ppb gold over 3 metres

The Company intends to systematically map and sample the Property as early as possible this summer to establish targets for drilling later in the season.

Subject to VSE approval, considerations for the option to earn a 100% interest in the property are: a $13,000 cash payment, issuance of 200,000 Pathfinder shares in four 50,000 share installments commencing December 1, 1999, and a 2% NSR capped at $1 million.

Victor A. Tanaka

President.

For further information contact:	Investor Relations
	Pathfinder Resources Ltd.
	Telephone: (604) 687-2153
	Fax: (604) 669-8336

The Vancouver Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.