pan_ex4-8.htm


    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.

     

    
      
         

      

      
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    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.

     

    
      
         

      

      
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    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.

     

     

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