pan_ex4-10.htm


    Exhibit
4.10

     

    Form
51-102F3

     

    Material
Change Report

     

    
      	
              1.

            	
              Name
      and Address of Company

            
	 	 
	 
      	
              Pan
      American Silver Corp. (“Pan American” or the
      “Company”)

            
	 
      	
              1500
      – 625 Howe Street

            
	 
      	
              Vancouver,
      British Columbia, V6C 2T6

            
	 	 
	
              2.

            	
              Date
      of Material Change

            
	 	 
	 
      	
              December
      7, 2009

            
	 	 
	
              3.

            	
              News
      Release

            
	 	 
	 
      	
              A
      news release dated December 7, 2009 was issued through Marketwire and was
      filed with regulatory authorities in Canada and published on SEDAR on
      December 8, 2009.

            
	 	 
	
              4.

            	
              Summary
      of Material Change

            
	 	 
	 
      	
              On
      December 7, 2009, the Company announced that it has been advised by
      Kingsdale Shareholder Services Inc. that 67,216,956 common shares of
      Aquiline Resources Inc. (TSX:AQI) have been deposited to Pan American’s
      offer to acquire all of the issued and outstanding Aquiline Shares,
      representing approximately 81.8% of the Aquiline Shares issued and
      outstanding as of December 7, 2009 calculated on a Diluted
      Basis.

            
	 	 
	
              5.

            	
              Full
      Description of Material Change

            
	 	 
	 
      	
              On
      December 7, 2009, the Company announced that it has been advised by
      Kingsdale Shareholder Services Inc. (the “Depositary”) that 67,216,956
      common shares (the “Aquiline Shares”) of Aquiline Resources Inc.
      (“Aquiline”) (TSX:AQI) have been deposited to Pan American’s offer to
      acquire all of the issued and outstanding Aquiline Shares (the “Share
      Offer”), representing approximately 81.8% of the Aquiline Shares issued
      and outstanding as of December 7, 2009 calculated on a Diluted Basis (as
      defined below).  In addition, Pan American has been advised by
      the Depositary that none of Aquiline’s February 2008 series of common
      share purchase warrants, none of Aquiline’s May 2008 series of common
      share purchase warrants and 1,925,000 of Aquiline’s October 2008 series of
      common share purchase warrants (the “October 2008 Warrants) (all warrants
      together, the “Aquiline Warrants”, and together with the Aquiline Shares
      and the Aquiline convertible debenture, the “Aquiline Securities”) have
      been deposited to Pan American’s offers to acquire each outstanding series
      of Aquiline Warrants and the Aquiline convertible debenture (together, the
      “Convertible Security Offers”, and together with the Share Offer, the
      “Offers”).  Furthermore, Pan American has been advised by
      Aquiline that all of Aquiline’s November 2008 series of common share
      purchase warrants have been exercised for Aquiline
  Shares.

            
	 	 
	 
      	
              All
      of the conditions to the Offers have been satisfied and, accordingly, Pan
      American has taken up all Aquiline Securities deposited to the Offers as
      of December 7, 2009.

            
	 	 
	 
      	
              Together
      with the Aquiline Shares and Aquiline common share purchase warrants owned
      by Pan American prior to the making of the Offers, Pan American, following
      the take up of Aquiline Securities deposited to the Offers to date, owns
      72,291,956 Aquiline Shares (assuming the exercise by Pan American of all
      of the convertible securities of Aquiline owned by it or taken up by it to
      date under the Convertible Security Offers), representing approximately
      88.0 % of the Aquiline Shares on a Diluted Basis (as defined
      below).

            
	 	 
	 
      	
              Pan
      American also announced that it has extended the expiration date of its
      Offers to 9:00 pm Eastern Standard Time on Tuesday, December 22, 2009 in
      order to permit Aquiline Securityholders that have not tendered their
      Aquiline Securities an opportunity to do
so.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 
      	
              For
      the purposes of this press release, “Diluted Basis” means the total number
      of Aquiline Shares outstanding as of December 7, 2009, together with all
      Aquiline Shares issuable on exercise of the October 2008 Warrants which
      remain outstanding.

            
	 	 
	 
      	
              About
      the Offers

            
	 	 
	 
      	
              The
      board of directors of Aquiline has unanimously determined that the Share
      Offer is fair to Aquiline shareholders and in the best interest of
      Aquiline and unanimously recommends that Aquiline shareholders accept the
      Share Offer and deposit their Aquiline Shares to the Share
      Offer.  The board of directors of Aquiline is making no
      recommendation as to whether any holders of Aquiline Warrants and the
      Convertible Debenture should accept or reject any of the Convertible
      Security Offers.

            
	 	 
	 
      	
              BMO
      Capital Markets, financial advisor to Aquiline, has previously delivered a
      fairness opinion to the board of directors of Aquiline in connection with
      the Share Offer.  Cormark Securities Inc. has also previously
      delivered a fairness opinion to the board of directors of Aquiline in
      connection with the Share Offer.  Pan American’s exclusive
      financial advisor for this transaction is Goldman, Sachs &
      Co.  Based on the closing price of Pan American common shares on
      the TSX on October 13th, 2009, being the last trading day prior to
      announcement of the Offers (and assuming a value of $0.81 for each 0.1 of
      a five year Pan American Warrant (a "Five Year Pan American Warrant")),
      the implied value of the Share Offer is $7.47 per Aquiline Share, which
      represents a premium of approximately 36.6% over the closing price of
      Aquiline Shares on the TSX on the same date, and a 62.0% premium to
      Aquiline’s 10-day volume weighted average price.  Upon
      successful completion of the transaction, Aquiline shareholders will own
      approximately 19% of the enlarged Pan American.

            
	 	 
	 
      	
              The
      Share Offer was made on the basis of 0.2495 of a Pan American common
      share, plus 0.1 of a Five Year Pan American Warrant for each Aquiline
      Share.  Each whole Five Year Pan American Warrant will entitle
      the holder to acquire one Pan American common share at a price of $35.00
      per Pan American common share for a period of five years after the date on
      which Pan American first pays for Aquiline Shares tendered to the Share
      Offer.  The consideration offered pursuant to the Convertible
      Security Offers will consist of replacement Pan American securities,
      exercisable to acquire Pan American common shares, with similar terms to
      the respective Aquiline securities, subject to an adjustment based on a
      0.2495 exchange ratio.

            
	 	 
	 
      	
              The
      details of the Offers are contained in the take-over bid
      circular.  The take-over bid circular and related documents have
      been filed on SEDAR and EDGAR, and Aquiline’s directors' circular has been
      filed on SEDAR.

            
	 	 
	 
      	
              Aquiline
      Securityholders may obtain a copy of the take-over bid circular, letters
      of transmittal and notice of guaranteed delivery at the SEDAR web site at
      www.sedar.com, at the EDGAR web site at www.sec.gov, at the Pan American
      web site at www.panamericansilver.com and from the information agent,
      Kingsdale Shareholder Services Inc. (“Kingsdale”), who may be contacted
      toll-free at 1-888-518-6824.  Copies of the directors' circular
      may be obtained at the SEDAR web site at www.sedar.com and at Aquiline's
      web site at www.aquiline.com.  The Depositary for the Offers is
      Kingsdale.  Inquiries should be directed to the Depositary
      toll-free at 1-888-518-6824 or
      contactus@kingsdaleshareholders.com.

            
	 	 
	 
      	
              About
      Pan American

            
	 	 
	 
      	
              Pan
      American’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,
      Argentina and Bolivia.

            
	 	 
	 
      	
              About
      Aquiline

            
	 	 
	 
      	
              Aquiline
      is an exploration and development company advancing one of the world’s
      largest undeveloped silver deposits (Navidad), as well as a gold/silver
      deposit (Calcatreu), both of which are situated in southern Argentina, as
      well as a gold deposit in Peru (Pico
Machay).

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 
      	
              Additional
      Information About The Transaction And Where To Find It

            
	 	 
	 
      	
              In
      connection with the proposed transaction, Pan American has filed a
      registration statement on Form F-80 with the United States Securities and
      Exchange Commission (the “SEC”), including the take-over bid circular
      (which constitutes the “prospectus” for U.S. federal securities law
      purposes), letters of transmittal, notice of guaranteed delivery and other
      information relating to the Offers, including a notice of variation and
      extension to be filed on an Amendment No. 1 to the Form
      F-80.  Investors and security holders are urged to read these
      documents and any other relevant documents filed by Pan American with the
      SEC, as well as any amendments or supplements to these documents because
      they will contain important information. Investors and security holders
      may obtain these documents free of charge at the SEC's website at
      www.sec.gov. In addition, the documents filed with the SEC by Pan American
      may be obtained free of charge by directing such request to: Kingsdale
      Shareholder Services at 1-888-518-6824 or from Pan American's website at
      www.panamericansilver.com.  Investors and security holders are
      urged to read these documents before making any investment decision with
      respect to the proposed transaction.  Security holders who have
      questions about the Offers can also contact Kingsdale. Kingsdale has been
      retained by Pan American to act as Information Agent for the
      Offers.

            
	 	 
	 
      	
              This
      communication shall not constitute an offer to sell or the solicitation of
      an offer to buy, nor shall there be any sale of 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. No offering of securities shall be made except by means
      of a prospectus meeting the requirements of Section 10 of the Securities
      Act of 1933, as amended.

            
	 	 
	 
      	
              Cautionary Note
      Regarding Forward-Looking Information

            
	 	 
	 
      	
              Certain
      of the statements and information in this material change report
      constitute “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 provincial
      securities laws relating to Pan American, Aquiline and their respective
      operations. All statements, other than statements of historical fact, are
      forward looking statements. When used in this material change report, the
      words “will”, “believe”, “estimate”, “expect”, “goal”, “implied”, “may”,
      and other similar words and expressions, identify forward-looking
      statements or information. These forward looking statements or information
      relate to, among other things: the satisfaction or waiver of the
      conditions precedent of the Support Agreement, the directors and senior
      officers of Aquiline entering into lock-up agreements with Pan American,
      the timing of the expected launch of the formal take-over bids, and the
      timing and prospects for security holder acceptance of the offers and the
      implementation thereof.  These statements reflect the current
      views of Pan American and Aquiline, respectively, with respect to future
      events and are necessarily based upon a number of assumptions and
      estimates that, while considered reasonable by each of Pan American and
      Aquiline, respectively, are inherently subject to significant business,
      economic, competitive, political and social uncertainties and
      contingencies. Many factors, both known and unknown, could cause actual
      results, performance or achievements to be materially different from the
      results, performance or achievements that are or may be expressed or
      implied by such forward looking statements contained in this material
      change report and both Pan American and Aquiline, respectively, has made
      assumptions based on or related to many of these factors. Such factors
      include without limitation: the fluctuations in spot and forward markets
      for silver, gold, base metals and certain other commodities (such as
      natural gas, fuel oil and electricity); fluctuations in currency markets
      (such as the Argentine peso, Peruvian sol, Mexican peso and Bolivian
      boliviano versus the U.S. dollar); risks related to the technological and
      operational nature of Pan American and Aquiline’s businesses,
      respectively; changes in national and local government, permitting,
      legislation, taxation, controls or regulations and political or economic
      developments in Canada, the United States, Argentina, Mexico, Peru,
      Bolivia or other countries where Pan American and Aquiline may carry on
      business in the future; risks and hazards associated with the business of
      mineral exploration, development and mining (including environmental
      hazards, industrial accidents, unusual or unexpected geological or
      structural 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; global

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 
      	
              financial
      conditions; business opportunities that may be presented to, or pursued by
      Pan American or Aquiline; Pan American’s ability to complete and
      successfully integrate acquisitions; challenges to Pan American’s or
      Aquiline’s title to properties; litigation; the actual results of current
      exploration activities, conclusions of economic evaluations, and changes
      in project parameters to deal with unanticipated economic or other
      factors; discrepancies between actual and estimated production, price
      volatility, increased competition in the mining industry for properties,
      equipment, qualified personnel, and their costs; and those factors
      identified under the caption “Risks Related to Pan American’s Business” in
      Pan American’s most recent Form 40-F and annual information form filed
      with the United States Securities and Exchange Commission and Canadian
      provincial securities regulatory authorities and those factors identified
      under the caption “Description of Business - Risk Factors” in Aquiline’s
      annual information form filed with certain Canadian provincial securities
      regulatory authorities and elsewhere in Aquiline documents filed from time
      to time with applicable regulatory authorities. Investors are cautioned
      against attributing undue certainty or reliance on forward-looking
      statements. Although Pan American and Aquiline, respectively, have
      attempted to identify important factors that could cause actual results to
      differ materially, there may be other factors that cause results not to be
      as anticipated, estimated, described or intended. Pan American and
      Aquiline do not intend, and do not assume any obligation, to update these
      forward-looking statements or information to reflect changes in
      assumptions or changes in circumstances or any other events affecting such
      statements or information, other than as required by applicable
      law.

            
	 	 
	
              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

            
	 	 
	 
      	
              December
      9, 2009