Exhibit 4.8


 


Form 51-102F3


 


Material
Change Report


 


1.                                      Name and
Address of Company


 


Pan American Silver Corp. (the “Company”)


1500 — 625 Howe Street


Vancouver, British Columbia, V6C 2T6


 


2.                                      Date of
Material Change


 


February 5, 2009


 


3.                                      News Release


 


News releases dated February 4, 2009 and February 5,
2009 were issued through Marketwire and were filed with regulatory authorities
in Canada.


 


4.                                      Summary of
Material Change


 


On February 4, 2009 the Company announced its
intention to make a public offering of common shares to the public, and filed a
preliminary shelf prospectus supplement in connection with this
announcement.  On February 5, 2009
the Company announced that the offering would consist of 5,540,000 common
shares at a price of US$16.25 per common share, and filed a shelf prospectus
supplement in connection with this announcement.  The underwriters to the offering were granted
an over-allotment option exercisable within 30 days of the filing of the final
prospectus supplement on February 5, 2009, with a maximum of 831,000
additional common shares at a price of US$16.25 per common share.


 


5.                                      Full
Description of Material Change


 


See attached
Schedule “A” and Schedule “B”.


 


6.                                      Reliance on
subsection 7.1(2) or (3) of National Instrument 51-102


 


Not applicable.


 


7.                                      Omitted
Information


 


No significant facts otherwise required to be
disclosed in this report have been omitted.


 


8.                                      Executive
Officer


 


The following executive officer of the Company is
knowledgeable about the material change and may be contacted by any of the
Securities Commissions in respect to the change:


 


Robert Pirooz


General Counsel, Corporate Secretary and Director


604-684-1175


 


9.                                    Date of Report


 


February 6, 2009


 

















 


SCHEDULE “A”


 





 


PAN AMERICAN SILVER ANNOUNCES PUBLIC OFFERING OF
COMMON SHARES


 


Vancouver, B.C. — February 4,
2009 — Pan American Silver Corp. (NASDAQ: PAAS; TSX: PAA)
(the “Company”) announced today that it has filed a preliminary
prospectus supplement to its existing base shelf prospectus with the securities
regulatory authorities in each of the provinces and territories of Canada and
has made a similar filing with the SEC in connection with a public offering of
its common shares to raise gross proceeds of US$90 million (the “Offering”).


 


The Company will also grant to the underwriters
of the Offering an option, exercisable for a period of 30 days following the
filing of a final prospectus supplement, to purchase additional common shares
for consideration of up to US$13.5 million.


 


The Company
expects to use the net proceeds of this Offering to fund acquisitions, development programs
on acquired mineral properties, working capital requirements and for other
general corporate purposes.


 


Goldman Sachs
Canada Inc. and CIBC World Markets Inc. will act as co-lead managers and joint
book runners of the Offering.


 


A copy of the preliminary
prospectus supplement and the base shelf prospectus may be obtained from your
Goldman Sachs sales person or Goldman, Sachs & Co., 85 Broad Street,
New York, NY 10004 Attention:  Prospectus
Department (212-902-1171 or toll-free 866-471-2526, facsimile 212-902-9316) or
by emailing prospectus-ny@ny.email.gs.com.


 


Copies of these
documents may also be obtained from CIBC World Markets Corp., 425 Lexington
Avenue, 5th Floor, New York, New York, 10017, by fax at
212-667-6303 or by email at useprospectus@us.cibc.com.  You may also obtain a copy of these documents
in Canada from CIBC World Markets Inc., by fax 416-594-7242 or request a copy
by telephone at 416-594-7270.


 


This press
release shall not constitute an offer to sell or a solicitation of an offer to
buy common shares nor shall there be any sale of such securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.


 


About Pan American Silver


 


Pan American Silver’s mission is to be the
world’s largest and lowest cost primary silver mining company by increasing its
low cost silver production and silver reserves. 
The Company has eight operating mines in Mexico, Peru, Bolivia and
Argentina.


 


2

















 


Information Contact


 


Kettina Cordero


Coordinator,
Investor Relations


(604) 684-1175


info@panamericansilver.com


 


CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION


 


THIS
NEWS RELEASE CONTAINS “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE
UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND
“FORWARD-LOOKING INFORMATION” WITHIN THE MEANING OF APPLICABLE CANADIAN SECURITIES
LEGISLATION.  SUCH FORWARD-LOOKING
STATEMENTS AND INFORMATION INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS AS TO
THE TERMS AND CONDITIONS OF THE OFFERING, THE PROSPECTS OF ITS COMPLETION AND
THE USE OF PROCEEDS FROM SUCH OFFERING. 
THE COMPANY DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION TO,
UPDATE SUCH FORWARD-LOOKING STATEMENTS OR INFORMATION, OTHER THAN AS REQUIRED
BY APPLICABLE LAW.


 


FORWARD-LOOKING
STATEMENTS OR INFORMATION INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS, LEVEL OF ACTIVITY,
PERFORMANCE OR ACHIEVEMENTS OF PAN AMERICAN AND ITS OPERATIONS TO BE MATERIALLY
DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH STATEMENTS.  SUCH FACTORS INCLUDE, AMONG OTHERS:  FLUCTUATIONS IN THE SPOT AND FORWARD PRICE OF
SILVER, GOLD, BASE METALS OR CERTAIN OTHER COMMODITIES (SUCH AS NATURAL GAS,
FUEL OIL AND ELECTRICITY); FLUCTUATIONS IN THE CURRENCY MARKETS (SUCH AS THE
PERUVIAN SOLE, MEXICAN PESO ARGENTINE PESO AND BOLIVIAN BOLIVIANO VERSUS THE U.S.
DOLLAR); CHANGES IN NATIONAL AND LOCAL GOVERNMENT, LEGISLATION, TAXATION,
CONTROLS, REGULATIONS AND POLITICAL OR ECONOMIC DEVELOPMENTS IN CANADA, PERU,
MEXICO, ARGENTINA, BOLIVIA, THE UNITED STATES OR OTHER COUNTRIES IN WHICH THE
COMPANY MAY CARRY ON BUSINESS IN THE FUTURE; OPERATING OR TECHNICAL
DIFFICULTIES IN CONNECTION WITH MINING OR DEVELOPMENT ACTIVITIES; RISKS AND
HAZARDS ASSOCIATED WITH THE BUSINESS OF MINERAL EXPLORATION, DEVELOPMENT AND
MINING (INCLUDING ENVIRONMENTAL HAZARDS, INDUSTRIAL ACCIDENTS, UNUSUAL OR
UNEXPECTED GEOLOGICAL FORMATIONS, PRESSURES, CAVE-INS AND FLOODING); INADEQUATE
INSURANCE, OR INABILITY TO OBTAIN INSURANCE, TO COVER THESE RISKS AND HAZARDS;
EMPLOYEE RELATIONS; AVAILABILITY AND INCREASING COSTS ASSOCIATED WITH MINING
INPUTS AND LABOR; THE SPECULATIVE NATURE OF MINERAL EXPLORATION AND
DEVELOPMENT, INCLUDING THE RISKS OF OBTAINING NECESSARY LICENSES AND PERMITS;
DIMINISHING QUANTITIES OR GRADES OF MINERAL RESERVES AS PROPERTIES ARE MINED;
BUSINESS OPPORTUNITIES THAT MAY BE PRESENTED TO, OR PURSUED BY, THE
COMPANY; THE COMPANY’S ABILITY TO SUCCESSFULLY INTEGRATE ACQUISITIONS; AND
CHALLENGES TO THE COMPANY’S TITLE TO PROPERTIES; AS WELL AS THOSE FACTORS
DESCRIBED IN THE SECTION “RISK RELATED TO PAN AMERICAN’S BUSINESS”
CONTAINED IN THE COMPANY’S MOST RECENT FORM 40F/ANNUAL INFORMATION FORM FILED
WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES.  ALTHOUGH THE COMPANY HAS ATTEMPTED TO
IDENTIFY IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE CONTAINED IN FORWARD-LOOKING STATEMENTS OR INFORMATION, THERE MAY BE
OTHER FACTORS THAT CAUSE RESULTS TO BE MATERIALLY DIFFERENT FROM THOSE
ANTICIPATED, DESCRIBED, ESTIMATED, ASSESSED OR INTENDED.  THERE CAN BE NO ASSURANCE THAT ANY
FORWARD-LOOKING STATEMENTS OR INFORMATION WILL PROVE TO BE ACCURATE AS ACTUAL
RESULTS AND FUTURE EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN
SUCH STATEMENTS OR INFORMATION. 
ACCORDINGLY, READERS SHOULD NOT PLACE UNDUE RELIANCE ON FORWARD-LOOKING
STATEMENTS OR INFORMATION.


 


3

















 


SCHEDULE “B”


 





 


PAN
AMERICAN SILVER ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON SHARES


 


Vancouver, B.C. — February 5,
2009 — Pan American Silver Corp. (NASDAQ: PAAS; TSX: PAA)
(the “Company”) announced today that it has priced its previously
announced public offering of common shares (the “Offering”).  Pursuant to the Offering, the Company will
issue 5,540,000 common shares at a price of US$16.25 per share, for aggregate
proceeds of approximately US$90 million.  The Company will file a final
prospectus supplement to its existing base shelf prospectus with the securities
regulatory authorities in each of the provinces and territories of Canada and
will make a similar filing with the SEC (the “Offering”).  Closing of the Offering is scheduled for February 12,
2009.


 


The Company has also granted to the
underwriters of the Offering an option, exercisable for a period of 30 days
following the filing of the final prospectus supplement, to purchase up to an
additional 831,000 common shares at a price of US$16.25 per share.


 


The Company
expects to use the net proceeds of this Offering to fund acquisitions, development programs
on acquired mineral properties, working capital requirements and for other general
corporate purposes.


 


Golman Sachs Canada Inc. and CIBC World
Markets Inc. are acting as co-lead managers and joint book runners of the
Offering and UBS Securities Canada Inc., Merrill Lynch Canada Inc., RBC
Dominion Securities Inc., National Bank Financial Inc., Raymond James Ltd.,
Salman Partners Inc. and Canaccord Capital Corporation are acting as
co-managers of the Offering.


 


A copy of the final
prospectus supplement and the base shelf prospectus may be obtained from your
Goldman Sachs sales person or Goldman, Sachs & Co., 85 Broad Street,
New York, NY 10004 Attention:  Prospectus
Department (212-902-1171 or toll-free 866-471-2526, facsimile 212-902-9316) or
by emailing prospectus-ny@ny.email.gs.com.


 


Copies of these
documents may also be obtained from CIBC World Markets Corp., 425 Lexington
Avenue, 5th Floor, New York, New York, 10017, by fax at
212-667-6303 or by email at useprospectus@us.cibc.com.  You may also obtain a copy of these documents
in Canada from CIBC World Markets Inc., by fax 416-594-7242 or request a copy
by telephone at 416-594-7270.


 


This press
release shall not constitute an offer to sell or a solicitation of an offer to
buy common shares nor shall there be any sale of such securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.


 


About Pan American Silver


 


Pan American Silver’s mission is to be the
world’s largest and lowest cost primary silver mining company by increasing its
low cost silver production and silver reserves. 
The Company has eight operating mines in Mexico, Peru, Bolivia and
Argentina.


 


4

















 


Information Contact


 


Kettina Cordero


Coordinator,
Investor Relations


(604) 684-1175


info@panamericansilver.com


 


CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION


 


THIS
NEWS RELEASE CONTAINS “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE
UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND
“FORWARD-LOOKING INFORMATION” WITHIN THE MEANING OF APPLICABLE CANADIAN
SECURITIES LEGISLATION.  SUCH
FORWARD-LOOKING STATEMENTS AND INFORMATION INCLUDE, BUT ARE NOT LIMITED TO,
STATEMENTS AS TO THE PROSPECTS OF THE OFFERING’S COMPLETION AND THE USE OF
PROCEEDS FROM SUCH OFFERING.  THE COMPANY
DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION TO, UPDATE SUCH
FORWARD-LOOKING STATEMENTS OR INFORMATION, OTHER THAN AS REQUIRED BY APPLICABLE
LAW.


 


FORWARD-LOOKING
STATEMENTS OR INFORMATION INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS, LEVEL OF ACTIVITY,
PERFORMANCE OR ACHIEVEMENTS OF PAN AMERICAN AND ITS OPERATIONS TO BE MATERIALLY
DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH STATEMENTS.  SUCH FACTORS INCLUDE, AMONG OTHERS:  FLUCTUATIONS IN THE SPOT AND FORWARD PRICE OF
SILVER, GOLD, BASE METALS OR CERTAIN OTHER COMMODITIES (SUCH AS NATURAL GAS,
FUEL OIL AND ELECTRICITY); FLUCTUATIONS IN THE CURRENCY MARKETS (SUCH AS THE
PERUVIAN SOLE, MEXICAN PESO ARGENTINE PESO AND BOLIVIAN BOLIVIANO VERSUS THE
U.S. DOLLAR); CHANGES IN NATIONAL AND LOCAL GOVERNMENT, LEGISLATION, TAXATION,
CONTROLS, REGULATIONS AND POLITICAL OR ECONOMIC DEVELOPMENTS IN CANADA, PERU,
MEXICO, ARGENTINA, BOLIVIA, THE UNITED STATES OR OTHER COUNTRIES IN WHICH THE
COMPANY MAY CARRY ON BUSINESS IN THE FUTURE; OPERATING OR TECHNICAL
DIFFICULTIES IN CONNECTION WITH MINING OR DEVELOPMENT ACTIVITIES; RISKS AND
HAZARDS ASSOCIATED WITH THE BUSINESS OF MINERAL EXPLORATION, DEVELOPMENT AND
MINING (INCLUDING ENVIRONMENTAL HAZARDS, INDUSTRIAL ACCIDENTS, UNUSUAL OR
UNEXPECTED GEOLOGICAL FORMATIONS, PRESSURES, CAVE-INS AND FLOODING); INADEQUATE
INSURANCE, OR INABILITY TO OBTAIN INSURANCE, TO COVER THESE RISKS AND HAZARDS;
EMPLOYEE RELATIONS; AVAILABILITY AND INCREASING COSTS ASSOCIATED WITH MINING
INPUTS AND LABOR; THE SPECULATIVE NATURE OF MINERAL EXPLORATION AND
DEVELOPMENT, INCLUDING THE RISKS OF OBTAINING NECESSARY LICENSES AND PERMITS;
DIMINISHING QUANTITIES OR GRADES OF MINERAL RESERVES AS PROPERTIES ARE MINED;
BUSINESS OPPORTUNITIES THAT MAY BE PRESENTED TO, OR PURSUED BY, THE
COMPANY; THE COMPANY’S ABILITY TO SUCCESSFULLY INTEGRATE ACQUISITIONS; AND
CHALLENGES TO THE COMPANY’S TITLE TO PROPERTIES; AS WELL AS THOSE FACTORS
DESCRIBED IN THE SECTION “RISK RELATED TO PAN AMERICAN’S BUSINESS”
CONTAINED IN THE COMPANY’S MOST RECENT FORM 40F/ANNUAL INFORMATION FORM FILED
WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES.  ALTHOUGH THE COMPANY HAS ATTEMPTED TO
IDENTIFY IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE CONTAINED IN FORWARD-LOOKING STATEMENTS OR INFORMATION, THERE MAY BE
OTHER FACTORS THAT CAUSE RESULTS TO BE MATERIALLY DIFFERENT FROM THOSE
ANTICIPATED, DESCRIBED, ESTIMATED, ASSESSED OR INTENDED.  THERE CAN BE NO ASSURANCE THAT ANY
FORWARD-LOOKING STATEMENTS OR INFORMATION WILL PROVE TO BE ACCURATE AS ACTUAL
RESULTS AND FUTURE EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN
SUCH STATEMENTS OR INFORMATION. 
ACCORDINGLY, READERS SHOULD NOT PLACE UNDUE RELIANCE ON FORWARD-LOOKING
STATEMENTS OR INFORMATION.


 


5