FORM 53-901F

MATERIAL CHANGE REPORT

Section 85(1) of the Securities Ac t, British Columbia (the "British Columbia Act") Section 118(1) of the Securities Ac t, Alberta (the “Alberta Act”)

1. Reporting Issuer

The full name of the Issuer is TINKA RESOURCES LIMITED (the "Issuer"). The address and telephone number of the principal office in Canada of the Issuer is as follows:

1305 - 1090 West Georgia Street Vancouver, British Columbia V6E 3V7 Phone: (604) 685-9316

2. Date of Material Change

February 19, 2003

3. Press Release

The press release was released on February 19, 2003 through various approved public media and filed with the TSX Venture Exchange and the British Columbia and Alberta Securities Commissions.

4. Summary of Material Change(s)

See attached press release for details.

5. Full Description of Material Change

See attached press release for details.

6. Reliance on Section 85(2) of the British Columbia Act and Section 118(2) of the Alberta Act

Not Applicable

7. Omitted Information

Not Applicable

• 2 -

8. Officer

The following officer of the Issuer is knowledgeable about the material change and may be contacted by the Commission at the following telephone number:

Nick DeMare President & Director Phone: (604) 685-9316

9. Statement of Officer

The foregoing accurately discloses the material change referred to herein.

DATED at Vancouver, British Columbia, this 19^th day of February, 2003.

"Nick DeMare" Nick DeMare, President & Director

TINKA RESOURCES LIMITED

1305 – 1090 WEST GEORGIA STREET VANCOUVER, B.C. V6E 3V7 Tel: (604) 685 9316 Fax (604) 683 1585 Website: www.tinkaresources.com TSX Venture Symbol: TK.V

News Release

February 19, 2003

ACQUISITION OF THE TINKA COPPER-GOLD PROSPECT IN SOUTHERN PERU

The Company has finalized a Heads of Agreement (“HOA”) with Tumi Resources Limited and an independent Peruvian national (the “Vendor”) over the Tinka Prospect, located in southern coastal Peru. Under the terms of the HOA, the Company will be granted an option to earn a 70% interest in the Tinka Prospect, comprising 2 claims (1,200 hectares), by expending US$2.5million and issuing 500,000 common shares of the Company over a three year period. To keep the HOA in good standing the Company will commit to a minimum expenditure of US$130,000 in Year 1, including a drill program, and minimum expenditures of US$130,000 in Year 2 and US$150,000 in Year 3. On completion of the earn-in, the Vendor will retain a 1% NSR over the project area. The NSR can be acquired at any time for US$750,000.

The Tinka Prospect is located approximately 300 kilometres south of Lima, Peru and approximately 35 kilometres east of Ica and lies within the well known Peruvian coastal copper belt. Locally to Tinka, the belt contains strata bound replacement copper deposits and volcanic massive sulphide deposits. Further to the south, the belt contains the Toquepala, Cuajone, Quellaveco and Cerro Verde porphyry copper mines. Although no drilling has been undertaken within the Tinka Prospect area, significant surface exploration work programs have been undertaken over a period of 30 years, including road construction, two programs of Induced Polarization ("IP"), geological mapping and a trenching program in which 434 chip samples were taken from the weathered surface profile and analyzed.

The Tinka Prospect area is underlain by rocks of the coastal batholith where a complex suite of intrusive rocks has intruded andesitic to rhyolitic volcanics and sediments. Of economic significance is that the rocks within the claim areas have undergone intense deformation and alteration as evidenced by stockwork fracturing and argillic and quartz-sericite alteration. The results of the IP surveys conducted in 1972 and 1997 defined a very large, continuous IP anomaly extending approximately 3,200 metres northsouth by 1,400 metres east-west. The rock chip samples were collected from trenches and road-cuts within the area of the IP anomaly. A cumulative log probability plot of the copper and gold results indicates that anomalous copper values are those greater than about 750 ppm (86th percentile) and anomalous gold values are those greater than about 250 ppb (97th percentile). This represents 60 and 11 samples, respectively. The samples were analyzed by ITS/Bondar Clegg in Canada.

Tinka Resources Limited News Release

February 19, 2003 Page 2

The IP and geochemical responses from within the area may be indicative of an underlying high grade massive sulphide deposit such as the known Raul and Condestable deposits located to the south. However the alteration halo and geophysical response does not exclude the possibility that the area is underlain by a porphyry copper-gold complex. The Company considers that the option over the Tinka copper/gold prospect is an important acquisition as the large anomalous area as defined by IP and geochemistry is an immediate drill target. The Company intends to undertake an initial drill program within the area as soon as possible as sufficient work has been undertaken to accurately position drill hole sites.

ON BEHALF OF THE BOARD

/signed/ Nick DeMare

Nick DeMare, President

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.