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                                                                    Exhibit 10.1


This is the form of a material change report required under section 85(1) of the
Securities Act and section 151 of the Securities Rules.

                                 BC FORM 53-901F
                              (PREVIOUSLY FORM 27)
                                 SECURITIES ACT
                          MATERIAL CHANGE REPORT UNDER
             SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
             AND SIMILAR PROVISIONS OF OTHER APPLICABLE LEGISLATION


ITEM 1.           REPORTING ISSUER

                  Pan American Silver Corp. (the "COMPANY")
                  1500 - 625 Howe Street
                  Vancouver, BC  V6E 2T6

ITEM 2.           DATE OF MATERIAL CHANGE
                  November 18, 2002

ITEM 3.           PRESS RELEASE

                  A press release was issued by the Company on November 18, 2002
                  at Vancouver, British Columbia and distributed through the
                  facilities of Canada NewsWire.

ITEM 4.           SUMMARY OF MATERIAL CHANGE

                  The Company announced its third quarter financial and
                  operations results for the quarter ended September 30, 2002.
                  All amounts are expressed in U.S. dollars. The Company
                  reported a third quarter net loss (before a write down) of
                  $2.26 million ($0.05 loss per share) compared to a net loss
                  (before an unusual gain) of $2.80 million ($0.07 loss per
                  share) for the third quarter of 2001. During the third
                  quarter, the Company wrote down its investment in the
                  Quiruvilca mine by $15.13 million. Management determined that
                  the recovery of its investment in Quiruvilca was unlikely
                  unless realized metal prices were significantly higher than
                  those of the recent past. The net loss, including the
                  Quiruvilca write down, was $17.39 million ($0.40 per share)
                  for the third quarter compared to net income of $0.70 million
                  ($0.02 per share) after a $3.50 million unusual gain on the
                  sale of land for the third quarter of 2001.

ITEM 5.           FULL DESCRIPTION OF MATERIAL CHANGE

                  HIGHLIGHTS

                  -        Gained overwhelming shareholder approval for
                           acquisition of Corner Bay Silver.

                  -        Began construction of full-scale operation at La
                           Colorada silver mine in Mexico, which will quadruple
                           the mine's silver production in mid-2003.


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                  -   Wrote down carrying value of Quiruvilca mine due to
                      lack of profitability at current metal prices.

                  -   Began expansion of Huaron mine in Peru due to
                      exploration success, which will result in a 10
                      percent production increase starting in 2003.

                  FINANCIAL (all amounts are expressed in US dollars)

                  The Company reported a third quarter net loss (before a write
                  down) of $2.26 million ($0.05 loss per share) compared to a
                  net loss (before an unusual gain) of $2.80 million ($0.07 loss
                  per share) for the third quarter of 2001. During the third
                  quarter, the Company wrote down its investment in the
                  Quiruvilca mine by $15.13 million. Management determined that
                  the recovery of its investment in Quiruvilca was unlikely
                  unless realized metal prices were significantly higher than
                  those of the recent past. The net loss, including the
                  Quiruvilca write down, was $17.39 million ($0.40 per share)
                  for the third quarter compared to net income of $0.70 million
                  ($0.02 per share) after a $3.50 million unusual gain on the
                  sale of land for the third quarter of 2001.

                  Revenue for the quarter was $11.20 million or 19 percent less
                  than revenue for the third quarter of 2001. This decrease is
                  principally due to the timing of zinc, lead and copper
                  concentrate shipments from the Quiruvilca and Huaron mines.

                  Consolidated silver production was 1,750,467 ounces for the
                  third quarter (2001 - 2,140,802 ounces). Production of zinc
                  and copper were all higher for the third quarter when compared
                  to 2001. Silver production was lower at La Colorada because
                  milling operations were temporarily suspended in order to
                  focus on preparation for the mine expansion and at Quiruvilca
                  because of lower production levels and lower silver grade.
                  Base metal production was higher because of higher base metal
                  grades. The La Colorada mine is now back in operation.

                  For the nine months ended September 2002 consolidated silver
                  production was 5,755,367 ounces or 19 per cent higher than for
                  the first three quarters of 2001 due to three quarters of full
                  production from Huaron more than offsetting the decrease in
                  production at Quiruvilca and La Colorada.

                  During the third quarter operating activities generated cash
                  flow of $1.17 million. Investing activities, virtually all of
                  which consisted of plant and equipment expenditures at La
                  Colorada, consumed $3.22 million and financing activities
                  consumed $1.00 million including loan repayments of $0.60
                  million. Working capital, including cash of $17.96 million,
                  amounted to $13.70 million at September 30, 2002.

                  CORNER BAY SILVER ACQUISITION

                  In early September shareholders of both the Company and Corner
                  Bay voted in favour of the Company acquiring Corner Bay.
                  Closing of the merger has been delayed while efforts have been
                  made to secure a source of water for a potential mining
                  operation. A water rights agreement with a local agricultural
                  cooperative has been entered into and is in the process of
                  being ratified and approved by a regional water users
                  association and necessary Mexican authorities. The Company and
                  Corner Bay have extended the date for




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                  procurement of water from November 15 to December 17 and it is
                  hoped the merger can then be completed. This will result in
                  the Company acquiring 100 percent of the Alamo Dorado silver
                  deposit. It is expected that Alamo Dorado will produce in
                  excess of 6 million ounces per year for at least 8 years at a
                  total cash cost of $3.25. Construction could commence soon
                  after completion of the La Colorada expansion project now
                  underway.

                  HUARON MINE, PERU

                  The Huaron mine continued to operate well during the quarter,
                  producing 1,101,005 ounces of silver and 5,285 tonnes of zinc
                  at a total cash cost of $4.17 per ounce of silver net of
                  by-product credits. As a result of exploration success to date
                  in 2002, the mine has begun an expansion project that will
                  increase production nearly 10 percent by late-2003. This cost
                  is being funded from operating cash flow and expensed as part
                  of the cash cost of production reported from the mine. Huaron
                  has outperformed the Company's expectations for 2002 and has
                  contributed $2.85 million in cash flow in the year to date,
                  despite very low metal prices.

                  QUIRUVILCA MINE, PERU

                  The Quiruvilca mine continues to struggle under existing low
                  metal prices. During the quarter, the mine produced 594,463
                  ounces of silver and 4,622 tonnes of zinc at a total cash cost
                  of $5.20 per ounce of silver net of by-product credits. Since
                  the third quarter of 2001 operating costs per tonne have
                  decreased from $43.36 to $38.46, however revenue during the
                  same period has decreased from $38.09 to $32.42 due to lower
                  metal prices and a drop in silver grades as the more
                  silver-rich veins in the upper parts of the mine are exhausted
                  and production comes from the deeper, zinc-rich veins. Despite
                  extraordinary efforts by the Company's employees to reduce all
                  possible costs, Quiruvilca simply cannot make money at current
                  metal prices. All options continue to be examined to remedy
                  this situation. Quiruvilca has operated continuously since
                  1925, and so closure (either temporary or permanent) would be
                  very costly in financial and social terms. Higher metal prices
                  will allow the mine to contribute to the Company's cash flow,
                  as it did most recently in 2000, but it is impossible to
                  predict when this will occur. Using current metal prices, the
                  mine will not return its carrying value, and as a prudent
                  accounting policy, $15.13 million of the mine's book value was
                  written down during the quarter.

                  LA COLORADA MINE, MEXICO

                  The third quarter was a transition period at the La Colorada
                  mine as construction began on the mine expansion that will
                  quadruple silver production to 3.8 million ounces annually
                  beginning in mid-2003. This work required the small-scale
                  existing operation to close for six weeks during the quarter.
                  Production resumed in mid-September. During the quarter,
                  54,999 ounces of silver were produced. So far, construction is
                  on schedule and budget. The construction team is complete, the
                  oxide mill equipment is on site and being assembled and most
                  of the new underground equipment has been delivered.



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                  SAN VICENTE MINE, BOLIVIA

                  Small-scale operation by EMUSA, the Bolivian company that
                  operates this mine under a short term toll-mining agreement
                  with the Company, continued during the quarter with production
                  of 350,000 ounces of silver and a cash flow contribution to
                  the Company of about $0.10 million. In light of the successful
                  operation to date that has been possible using EMUSA's nearby
                  milling facility, the Company is discussing with EMUSA other
                  options that would increase silver production from San Vicente
                  to the benefit of both companies and the Bolivian state mining
                  company COMIBOL.

                  EXPLORATION

                  The Company was active during the quarter in four exploration
                  programs, three of which continue. Near La Colorada, a small
                  drilling program was carried out without significant results.
                  At Huaron, drilling was successful in increasing reserves in
                  the wide zones discovered in late 2001 that have contributed
                  to the mine's successful operation this year. At Manantial
                  Espejo in Argentina, drilling began in the 6,000 meter program
                  designed to move the project forward to the pre-feasibility
                  stage in 2003, and initial results have been very promising.
                  Finally, in Mexico, surface exploration concluded at the
                  Ocotlan project and drilling has now begun on the most
                  attractive targets.

                  SILVER MARKETS

                  Silver prices deteriorated in the third quarter, along with
                  most other metal prices. Zinc dropped to a new record low in
                  real dollar terms. These price declines are due to a drop in
                  industrial demand that began in mid-2000 and no accompanying
                  change in supply. Silver is widely used in the electronics and
                  high-tech sectors where demand remains very weak. Little
                  speculative buying was apparent during the quarter, in
                  contrast to earlier in 2002. However, strong physical buying
                  is reported at current silver prices, mine supply of silver is
                  likely to decrease in 2002 for the first time in six years,
                  and it is believed that Chinese sales of silver inventories
                  have been curtailed for the time being. While some reports
                  argue that silver prices are being manipulated downward by
                  bullion traders, we believe silver prices can be well
                  explained by demand and supply fundamentals, which provide a
                  solid base to current prices and good support for a higher
                  price trend in the near future.

ITEM 6.           RELIANCE ON SECTION 85(2) OF THE ACT

                  This report is not being filed on a confidential basis.

ITEM 7.           OMITTED INFORMATION

                  There are no significant facts required to be disclosed herein
                  which have been omitted.


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ITEM 8.           SENIOR OFFICERS

                  For Further information, please contact:

                  Name:             Gordon Jang
                  Office:           Controller and Corporate Secretary
                  Telephone:        (604) 684-1175

ITEM 9.           STATEMENT OF SENIOR OFFICER

                  The foregoing accurately discloses the material change
                  referred to herein.




                  DATED at Vancouver, British Columbia, this 21st day of
                  November, 2002.




                                 /s/ Gordon Jang
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                                 Signature of a senior officer  of the
                                 reporting issuer

                                 Gordon Jang, Controller and Corporate Secretary
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