Filed by sedaredgar.com - Pan American Gold Corporation - Exhibit 4.14






THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SHARES UNDERLYING THE OPTIONS MUST NOT TRADE THE SHARES BEFORE THAT DAY THAT
IS FOUR MONTHS AND ONE DAY FROM THE DATE OF GRANT.

STOCK OPTION AND SUBSCRIPTION AGREEMENT

THIS STOCK OPTION AND SUBSCRIPTION AGREEMENT is entered into as
of the 5th day of September, 2007 (the “Date of Grant”).

BETWEEN:

PAN AMERICAN GOLD CORPORATION, a
company with a business 
office at 501-1540 West 2nd Avenue,
Vancouver, BC V6J 1H2 (the “Company”)

AND:

_______________, with a business
address at __________________
(the “Optionee”).

RECITALS

WHEREAS:

A.      The Optionee is a director of
the Company;

B.      The Board of Directors of the
Company (the “Board”) has approved and adopted the 2006 Stock Option Plan (the
“Plan”), pursuant to which the Board is authorized to grant to employees and
other selected persons stock options to purchase common shares of the Company;
and

C.      The Board has authorized the
grant to the Optionee of stock options to purchase a total of _______________
common shares of the Company.




2

THEREFORE in consideration of the covenants and agreements set
forth herein and for other good and valuable consideration (the receipt and
sufficiency whereof is hereby acknowledged), it is hereby agreed by and between
the parties as follows: 

1.1          
In this Agreement, the following terms shall have the following meanings:

	 	(a) 	
      “Common Stock” means the shares of common stock of
      the Company;

	 	 	 
	 	(b) 	
      “Exercise Payment” means the amount of money equal
      to the Exercise Price multiplied by the number of Optioned Shares
      specified in the Notice of Exercise;

	 	 	 
	 	(c) 	
      “Exercise Price” means $0.05;

	 	 	 
	 	(d) 	
      “Expiry Date” means September 5, 2012;

	 	 	 
	 	(e) 	
      “Notice of Exercise” means a notice in writing
      addressed to the Company at its address first recited (or such other
      address of the Company as may from time to time be notified to the
      Optionee in writing), substantially in the form attached as Exhibit A,
      which notice shall specify therein the number of Optioned Shares in
      respect of which the Options are being exercised;

	 	 	 
	 	(f) 	
      “Options” means the irrevocable right and option
      to purchase, from time to time, all, or any part of the Optioned Shares
      granted to the Optionee by the Company pursuant to Section 1.3 of this
      Agreement;

	 	 	 
	 	(g) 	
      “Optioned Shares” means the shares of Common
      Stock, subject to the Options;

	 	 	 
	 	(h) 	
      “Securities” means, collectively, the Options and
      the Optioned Shares;

	 	 	 
	 	(i) 	
      “Shareholders” means holders of record of the
      shares of Common Stock;

	 	 	 
	 	(j) 	
      “U.S. Person” shall have the meaning ascribed
      thereto in Regulation S under the 1933 Act, and for the purpose of the
      Agreement includes any person in the United States; and

	 	 	 
	 	(k) 	
      “Vested Options” means the Options that have
      vested in accordance with Section 1.4 of this
Agreement.



1.2          
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Plan.

1.3          
The Company agrees to offer to the Optionee the option to purchase, upon the
terms and conditions set forth herein and in the Plan, Options to purchase a
total of five hundred thousand (100,000) Optioned Shares at the Exercise Price.


1.4          
The Options may be exercised after vesting and only in accordance with the
following schedule:

	 	(i) 	
      on the Date of Grant, 25% of the options shall vest and
      shall become exercisable;

	 	 	 
	 	(ii) 	
      three months after the Date of Grant, the Option shall
      vest and shall become exercisable with respect to an additional 25% of the
      Common Stock to which it pertains;







3

	 	(iii) 	
      six months after the Date of Grant, an additional 25% of
      the options shall vest and shall become exercisable; and

	 	 	 
	 	(iv) 	
      nine months after the Date of Grant, an additional 25% of
      the options shall vest and shall become
exercisable.



1.5          
The Options shall, at 5:00 p.m. (Vancouver time) on the Expiry Date, forthwith
expire and be of no further force or effect whatsoever.

1.6          
Vested Options shall terminate, to the extent not previously exercised, upon the
occurrence of the first of the following events:

(a) five (5) years from the Date of
Grant.

(b) The date of an Optionee’s
termination of employment or contractual relationship with the Company or any
Related Company (as defined in the Plan) for cause (as determined in the sole
discretion of the Plan Administrator, acting reasonably) or the date of
resignation by an Optionee from the Optionee’s employment or contractual
relationship with the Company or any Related Company.

(c) The expiration of one (1) year from
the date of the death of the Optionee, or the expiration of one (1) year from
termination of an Optionee’s employment or contractual relationship by reason of
Disability (as defined in Section 5(g) of the Plan).

(d) The expiration of three (3) months
from the date of an Optionee’s termination of employment or contractual
relationship with the Company or any Related Company for any reason whatsoever
other than cause, death or Disability.

Each unvested Option granted pursuant hereto shall terminate
immediately upon termination of or resignation from the Optionee’s employment or
contractual relationship with the Company for any reason whatsoever unless
vesting is accelerated in accordance with Section 5.1(f) of the Plan.

1.7          
Subject to compliance with any applicable securities laws, the Options shall be
exercisable, in full or in part, at any time after vesting, until termination;
provided, however, that any Optionee who is subject to the reporting and
liability provisions of Section 16 of the Securities Exchange Act of 1934
with respect to the Common Stock shall be precluded from selling, transferring
or otherwise disposing of any Common Stock underlying any Options during the six
(6) months immediately following the grant of that Option. If less than all of
the shares included in the vested portion of any Options are purchased, the
remainder may be purchased at any subsequent time prior to the Expiry Date. No
portion of any Options for less than fifty (50) shares (as adjusted pursuant to
Section 5.1(m) of the Plan) may be exercised; provided, that if the vested
portion of any Options is less than fifty (50) shares, it may be exercised with
respect to all shares for which it is vested. Only whole shares may be issued
pursuant to the exercise of any Options, and to the extent that any Options
covers less than one (1) share, it is unexercisable.

Each exercise of the Options shall be by means of delivery of a
Notice of Exercise (which must substantially be in the form attached as Exhibit
A) to the Secretary of the Company at its principal executive office, specifying
the number of shares of Common Stock to be purchased and accompanied by payment
in cash by certified check or cashier’s check in the amount of the full exercise
price for the Common Stock to be purchased. In addition to payment in cash by
certified check or cashier’s check, an Optionee or transferee of the Options may
pay for all or any portion of the aggregate exercise price by complying with one
or more of the following alternatives:




4

(a) by delivering a properly executed
Notice of Exercise together with irrevocable instructions to a broker promptly
to sell or margin a sufficient portion of the Common Stock and deliver directly
to the Company the amount of sale or margin loan proceeds to pay the exercise
price; or

(b) by complying with any other payment
mechanism approved by the Plan Administrator at the time of exercise.

It is a condition precedent to the issuance of Optioned Shares
that the Optionee execute and/or deliver to the Company all documents and
withholding taxes required in accordance with Section 5.1 of the Plan.

1.8          
Nothing in this Agreement shall obligate the Optionee to purchase any Optioned
Shares except those Optioned Shares in respect of which the Optionee shall have
exercised the Options in the manner provided in this Agreement.

1.9          
The terms of the Options are subject to the provisions of the Plan, as the same
may from time to time be amended, and any inconsistencies between this Agreement
and the Plan, as the same may be from time to time amended, shall be governed by
the provisions of the Plan, a copy of which has been delivered to the Optionee,
and which is available for inspection at the principal offices of the
Company.

2.        
    Acknowledgements of the Optionee

2.1          
The Optionee acknowledges and agrees that:

	 	(a) 	
      none of the Options or the Optioned Shares have been
      registered under the 1933 Act or under any state securities or “blue sky”
      laws of any state of the United States, and, unless so registered, may not
      be offered or sold in the United States or, directly or indirectly, to
      U.S. Persons, except in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act and in each case only in
      accordance with applicable state securities laws;

	 	 	 
	 	(b) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933
Act;

	 	 	 
	 	(c) 	
      the Optionee has received and carefully read this
      Agreement and the public information which has been publicly filed with
      the Securities and Exchange Commission (the “SEC”) in the United States
      and with the applicable provincial securities commissions in Canada in
      compliance or intended compliance with applicable securities legislation
      (collectively, the “Company Information”);

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the
      Company, and such decision is based entirely upon a review of the Company
      Information (the receipt of which is hereby acknowledged);

	 	 	 
	 	(e) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(f) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 
	 	(g) 	
      there are risks associated with an investment in the
      Securities;







5

	 	(h) 	
      the Company has advised the Optionee that the Company is
      relying on an exemption from the requirements to provide the Optionee with
      a prospectus and to sell the Securities through a person registered to
      sell securities under the Securities Act (British Columbia) and
      (Ontario) (the “Provincial Acts”) and, as a consequence of acquiring the
      Securities pursuant to this exemption, certain protections, rights and
      remedies provided by the Provincial Acts, including statutory rights of
      rescission or damages, will not be available to the Optionee;

	 	 	 
	 	(i) 	
      the Optionee has not acquired the Securities as a result
      of, and will not itself engage in, any “directed selling efforts” (as
      defined in Regulation S under the 1933 Act) in the United States in
      respect of the Securities which would include any activities undertaken
      for the purpose of, or that could reasonably be expected to have the
      effect of, conditioning the market in the United States for the resale of
      the Securities; provided, however, that the Optionee may sell or otherwise
      dispose of the Securities pursuant to registration thereof under the 1933
      Act and any applicable state and provincial securities laws or under an
      exemption from such registration requirements;

	 	 	 
	 	(j) 	
      the Optionee and the Optionee’s advisor(s) (if
      applicable) have had a reasonable opportunity to ask questions of and
      receive answers from the Company in connection with the distribution of
      the Securities hereunder, and to obtain additional information, to the
      extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information about the
    Company;

	 	 	 
	 	(k) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Optionee during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Optionee, the Optionee’s attorney
      and/or advisor(s) (if applicable);

	 	 	 
	 	(l) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Optionee contained in
      this Agreement;

	 	 	 
	 	(m) 	
      the Optionee will indemnify and hold harmless the Company
      and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including any and all fees, costs
      and expenses whatsoever reasonably incurred in investigating, preparing or
      defending against any claim, lawsuit, administrative proceeding or
      investigation whether commenced or threatened) arising out of or based
      upon any representation or warranty of the Optionee contained herein or in
      any document furnished by the Optionee to the Company in connection
      herewith being untrue in any material respect or any breach or failure by
      the Optionee to comply with any covenant or agreement made by the Optionee
      to the Company in connection therewith;

	 	 	 
	 	(n) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Optionee that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system; except that currently
      certain market makers make market in the common shares of the Company on
      the OTC Bulletin Board service of the National Association of Securities
      Dealers, Inc.;

	 	 	 
	 	(o) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Optionee’s
      ability to resell the Securities under the Provincial Acts and
      Multilateral Instrument 45-102 adopted by the British Columbia and Ontario
      Securities Commissions;












6

	 	
(p) 		
the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available
exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;
	
	 	 	 	 
	 	
(q) 		
the statutory and regulatory basis for the exemption claimed for the offer of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the
registration provisions of the 1933 Act or any applicable state and provincial securities laws;
	
	 	 	 	 
	 	
(r) 		
the Optionee has been advised to consult the Optionee’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is
solely responsible (and the Company is not in any way responsible) for compliance with:
	
	 	 	 	 
			
(i) 		
any applicable laws of the jurisdiction in which the Optionee is resident in connection with the distribution of the Securities hereunder, and
	
	 	 	 	 
			
(ii) 		
applicable resale restrictions; and
	
	 	 	 	 
	 	
(s) 		
this Agreement is not enforceable by the Optionee unless it has been accepted by the Company.
	



3. Representations, Warranties and Covenants of the Optionee


3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:

	 	
(a) 		
the Optionee is a director, officer or employee of the Company;
	
	 	 	 
	 	
(b) 		
the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
	
	 	 	 
	 	
(c) 		
the Optionee has received and carefully read this Agreement;
	
	 	 	 
	 	
(d) 		
the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
	
	 	 	 
	 	
(e) 		
the Optionee is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
	
	 	 	 
	 	
(f) 		
the Optionee is not a U.S. Person;
	
	 	 	 
	 	
(g) 		
the Optionee is resident in the jurisdiction set out on page 1 of this Agreement;
	
	 	 	 
	 	
(h) 		
the acquisition of the Securities by the Optionee as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Optionee;
	
	 	 	 
	 	
(i) 		
the Optionee is acquiring the Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United
States or to U.S. Persons;
	








7

	 	(j) 	
      the Optionee is outside the United States when receiving
      and executing this Agreement and is acquiring the Securities as principal
      for the Optionee’s own account, for investment purposes only, and not with
      a view to, or for, resale, distribution or fractionalisation thereof, in
      whole or in part, and no other person has a direct or indirect beneficial
      interest in such Securities;

	 	 	 
	 	(k) 	
      the Optionee is not an underwriter of, or dealer in, the
      common shares of the Company, nor is the Optionee participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Securities;

	 	 	 
	 	(l) 	
      the Optionee (i) has adequate net worth and means of
      providing for his/her/its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;

	 	 	 
	 	(m) 	
      the Optionee is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(n) 	
      the Optionee has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the
    Company;

	 	 	 
	 	(o) 	
      the Optionee understands and agrees that the Company and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement, and agrees
      that if any of such acknowledgements, representations and agreements are
      no longer accurate or have been breached, the Optionee shall promptly
      notify the Company;

	 	 	 
	 	(p) 	
      the Optionee acknowledges that the Optionee has not
      acquired the Securities as a result of, and will not itself engage in, any
      “directed selling efforts” (as defined in Regulation S under the 1933 Act)
      in the United States in respect of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of the Securities; provided, however, that the
      Optionee may sell or otherwise dispose of the Securities pursuant to
      registration of the Securities pursuant to the 1933 Act and any applicable
      state and provincial securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(q) 	
      the Optionee has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Optionee’s decision to invest in the Securities and the Company;

	 	 	 
	 	(r) 	
      the Optionee understands and agrees that none of the
      Options or the Optioned Securities have been or will be registered under
      the 1933 Act, or under any state securities or “blue sky” laws of any
      state of the United States, and, unless so registered, may not be offered
      or sold except in accordance with the provisions of Regulation S, pursuant
      to an effective registration statement under the 1933 Act, or pursuant to
      an exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act and in each case only in accordance with
      applicable state securities laws;







8

	 	(s) 	
      it understands and agrees that the Company will refuse to
      register any transfer of the Optioned Securities not made in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act or pursuant to an available exemption from,
      or in a transaction not subject to, the registration requirements of the
      1933 Act;

	 	 	 	 
	 	(t) 	
      the Optionee is not aware of any advertisement of any of
      the Securities and is not acquiring the Securities as a result of any form
      of general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;

	 	 	 	 
	 	(u) 	
      no person has made to the Optionee any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities; or

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities;
      and

	 	 	 	 
	 	(v) 	
      if the Optionee is a consultant of the Company, the
      Optionee has entered into a written consulting agreement with the Company
      or a related entity of the Company and spends or will spend a significant
      amount of time and attention on the affairs and business of the Company or
      such related entity.



4.         
   Acknowledgement and Waiver

4.1          
The Optionee has acknowledged that the decision to purchase the Securities was
solely made on the basis of publicly available information contained in the
Company Information. The Optionee hereby waives, to the fullest extent permitted
by law, any rights of withdrawal, rescission or compensation for damages to
which the Optionee might be entitled in connection with the distribution of any
of the Securities.

5.            
Provincial Resale Restriction

5.1          
The Optionee acknowledges that the Securities are subject to resale restrictions
in British Columbia and Ontario and may not be traded in such jurisdictions
except as permitted by the Provincial Acts and the rules made thereunder.

5.2          
Pursuant to Multilateral Instrument 45-102, as adopted by the securities
commissions of British Columbia and Ontario, a subsequent trade in the
Securities will be a distribution subject to the prospectus and registration
requirements of applicable Canadian securities legislation (including the
Provincial Acts) unless certain conditions are met, which conditions include a
hold period (the “Canadian Hold Period”) that shall have elapsed from the date
on which the Securities were issued to the Optionee and, during the currency of
the Canadian Hold Period, any certificate representing the Securities is to be
imprinted with a restrictive legend (the “Canadian Legend”).

6.            
Legending of Subject Securities

6.1          
The Optionee hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Securities will bear a
US legend in substantially the following form:

	  	 	  
		
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
      AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
      DEFINED HEREIN) 
	






9

	  	 	  
		
      PURSUANT TO REGULATION S UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE
      SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
      ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
      MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
      STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE
      WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO
      AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
      TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
      IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN
      ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT
      BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED
      STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
      1933 ACT. 
	


6.2          
The Optionee acknowledges and agrees that the Securities will be subject to
resale restrictions and that the Company may be required to legend the
certificates representing the Securities with those restrictions. In this
regard, the Subscriber acknowledges that such resale restrictions generally
provide that the Subscriber must hold and not sell, transfer, trade or in any
manner dispose of the Securities before the date that is 4 months and a day
after the date of distribution and that the Securities shall bear the following
Canadian legend:

	 	 	 
		
      UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
      HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THAT
      DAY THAT IS FOUR MONTHS AND ONE DAY FROM THE CLOSING DATE].
    
	


6.3          
The Optionee hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.

7.            
Costs

7.1          
The Optionee acknowledges and agrees that all costs and expenses incurred by the
Optionee (including any fees and disbursements of any special counsel retained
by the Optionee) relating to the acquisition of the Securities shall be borne by
the Optionee.

8.            
Governing Law

8.1          
This Agreement is exclusively governed by the laws of the Province of British
Columbia and the federal laws of Canada applicable therein. The Optionee
irrevocably attorns to the exclusive jurisdiction of the courts of the Province
of British Columbia.

9.            
Survival

9.1          
This Agreement, including without limitation the representations, warranties and
covenants contained herein, shall survive and continue in full force and effect
and be binding upon the parties hereto notwithstanding the completion of the
purchase of the shares underlying the Options by the Optionee pursuant
hereto.

10.           
 Assignment

10.1          
This Agreement is not transferable or assignable.




10

11.            
Counterparts and Electronic Means

11.1          
This Agreement may be executed in several counterparts, each of which will be
deemed to be an original and all of which will together constitute one and the
same instrument. Delivery of an executed copy of this Agreement by electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy will be deemed to be execution and delivery of this
Agreement as of the date first above written.

12.            
Severability

12.1          
The invalidity or unenforceability of any particular provision of this Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Agreement.

13.            
Entire Agreement

13.1          
Except as expressly provided in this Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Agreement is the only agreement between the Optionee and the Company with
respect to the Options, and this Agreement and the Plan supersede all prior and
contemporaneous oral and written statements and representations and contain the
entire agreement between the parties with respect to the Options.

14.            
Effectiveness

14.1          
This Agreement shall be deemed to be effective following the delivery by the
Optionee to the Company of two fully executed copies of this Agreement.

IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the date first above written.

PAN AMERICAN GOLD CORPORATION

	By: 		 
	 	Authorized Signatory 	 



	Signed by
      ______________________________  in the presence 	) 	 
	of: 	) 	 
	 	) 	 
	 	) 	 
	Signature 	) 	 
	 	) 	 
	Print Name 	) 	 
	 	) 	 
	Address 	) 	 
	 	) 	 
	 	) 	 
	 	) 	 
	Occupation 	) 	 






EXHIBIT A

	TO: 	Pan American Gold Corporation 
		 501-1540 West 2nd
      Avenue  
	 	Vancouver, BC V6J
    1H2  


Notice of Exercise

     This Notice of Election to
Exercise shall constitute proper notice pursuant to Section 5.1(h) of Pan
American Gold Corporation’s (the “Company”) 2006 Stock Option Plan (the “Plan”)
and Section 1.7 of that certain Stock Option Agreement (the “Agreement") dated
as of September 5, 2007, between the Company and the undersigned. The
undersigned hereby elects to exercise Optionee’s option to purchase
____________________ shares of the common stock of the Company at a price of
$0.05 per share, for aggregate consideration of $____________, on the terms and
conditions set forth in the Agreement and the Plan. Such aggregate
consideration, in the form specified in Section 1.7 of the Agreement,
accompanies this notice.

The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows:

	 	 	 
	  Registration
      Information: 	 	 
      Delivery Instructions: 
	 	 	 
	 	 	 
	  Name to
      appear on certificates 	 	 
      Name 
	 	 	 
	 	 	 
	  Address 	 	 
      Address 
	 	 	 
	 	 	 
	  	 	  
	 	 	 
	  	 	 
      Telephone Number 
	 	 	 


DATED at ____________________________________, the _______day
of______________, _______.

	 	 	 
	 	 	(Name of Optionee – Please type or print)

	 	 	 
	 	 	 
	 	 	(Signature and, if applicable, Office) 
	 	 	 
	 	 	 
	 	 	(Address of Optionee) 
	 	 	 
	 	 	 
	 	 	(City, State, and Zip Code of Optionee) 
	 	 	 
	 	 	 
	 	 	(Fax Number)