Notice of EGM

Pathfinder Properties PLC
10 December 2004


FOR IMMEDIATE RELEASE                                           10 DECEMBER 2004

                           PATHFINDER PROPERTIES PLC

                        PROPOSED RELATED PARTY DISPOSAL

                    NOTICE OF EXTRAORDINARY GENERAL MEETING


The Proposals

To enable the Group to move forward and develop Phase 1 of the Group's River
Quay development, it has been proposed by Messrs G. Lee and E. Azouz that they
purchase Phases 3 and 4 at the Knight Frank valuation of £5,200,000.This will
allow the Group to reduce its outstanding debt on River Quay and thereby give it
sufficient funds, together with the banking facilities the Group has been
offered, to begin the development of Phase 1. At present, Phases 3 and 4 do not
have planning consent.

This transaction will enable the Company to move forward with a large
development in the Manchester area, and is an excellent platform for the Company
to be in a position, the Directors believe, to increase further shareholder
value.

Information on River Quay, Manchester

River Quay is a large cleared site on the border of Manchester City Centre. From
a planning viewpoint, the site has been divided into 4 phases. Phase 1 has
planning permission for 199 residential apartments, 9,500 sq ft of commercial
space and 150 car parking spaces. Phase 2 has planning permission for 191
residential apartments, 9,500 sq ft of commercial space and 191 car parking
spaces. Planning permission has not been granted in respect of Phases 3 and 4.

The four phases are summarised as follows:

Phase     Residential                 Commercial                     Car Parks
      1   12,990m(2) (139,771ft(2))   2,015m(2) (21,682ft(2))              150
      2   12,605m(2) (135,814ft(2))   2,170m(2) (23,344ft(2))              191
      3   11,617m(2) (125,000ft(2))   697m(2) (7,500ft(2))                 150
      4   11,617m(2) (125,000ft(2))   929m(2) (10,00ft(2))                 150

  TOTAL   48,846m(2) (525,585ft(2))   5,811m(2) (62,526ft(2))              641

The Group has so for invested some £10 million in River Quay and the total cost
of developing the site is some £50 million for Phases 1 and 2 and a further £43
million for Phases 3 and 4. The Group is clearly unable to raise these amounts
on sensible terms and therefore some form of part disposal of the site is
necessary to provide the necessary funding. The Board has ruled out a complete
disposal, as this would deprive the Group from any potential development profits
from the site.


Valuation of River Quay

As referred to above, the Board has instructed Knight Frank LLP to prepare a
valuation of the site. Knight Frank LLP have reported that the market value of
the unencumbered freehold interest in the site on the bases of detailed planning
consents for Phases 1 and 2 and ' hope value' for residential development with
an element of commercial on Phases 3 and 4 is as follows:

Phase 1 - £4,750,000
Phase 2 - £5,600,000
Phase 3 - £2,300,000
Phase 4 - £2,900,000
__________
Total £15,550,000

Related Party Transaction

Due to the size and nature of the Proposals in relation to the Company, it is a
'Related Party Transaction' under the Rules of the London Stock Exchange plc
governing AIM ('the AIM Rules'). Kerrington Limited, a company controlled by Mr
G. Lee, Director owns 8,867,219 Ordinary Shares in the Company and Sunnyview
Limited a company owned by Messrs. E. and J. Azouz, Directors owns 8,467,219
Ordinary Shares in the Company, representing 11.03 per cent and 10.58 per cent
respectively of the Company's issued share capital. In accordance with the AIM
Rules, John Davies, as the independent Director having consulted with the
Company's Nominated Adviser, the Company's Beaumont Cornish Limited, considers
that the terms of the transaction are fair and reasonable insofar as the
Company's Shareholders are concerned.

Notice of Extraordinary General Meeting ('EGM')

The EGM has been convened for 12 noon on 11 January 2005 at 1001 Finchley Road,
London NW11 7HB at which an Ordinary Resolution will be proposed to approve the
Proposals, pursuant to Section 1 320-322 of the Companies Act 1985.

A circular containing the information as set out above has been posted to
Shareholders, and is available, free of charge, at 1001 Finchley Road, London
NW11 7HB.


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