ATEX Resources Inc. — Share Issue/Capital Change 1998

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

EAGLECREST EXPLORATIONS LTD.

1210 - 675 West Hastings Street

Vancouver, B.C.

V6B 1N2

February 27, 1998

The date of the press release issued pursuant to section 67(1) of the Act with respect to the material change disclosed in this report is February 27, 1998. The press release was issued in Vancouver, British Columbia through the facilities of the Vancouver Stock Exchange and through Canada Stockwatch.

A renegotiated private placement of 400,000 units, for an aggregate purchase price of $100,000.

The Company has renegotiated the private placement announced January 30, 1998 from a $100,000 convertible note to 400,000 units at $0.25 per unit. Each unit will consist of one common share and one non‑transferable share purchase warrant exercisable to purchase one additional common share of the Company for $0.25 until 4:00 p.m. on January 30, 1999 and thereafter for $0.2875 until 4:00 p.m. on January 30, 2000. The placee will remain the same. A finder's fee is payable in accordance with the policies of the Vancouver Stock Exchange. The private placement is subject to acceptance by the Vancouver Stock Exchange.

Not applicable

Not applicable

The following senior officer of the Company is knowledgeable about the material change disclosed in this report.

Victor Lahmer, President

Business Telephone No.:  (604) 682-1555

The undersigned, President of the Company, hereby certifies that the foregoing accurately discloses the material change referred to herein.

Executed at Vancouver, B.C. this 27th day of February, 1998.

VICTOR LAHMER (signed)