Unassociated Document


EXHIBIT 10.2


EXECUTION VERSION




VOTING AND SUPPORT AGREEMENT


(Directors and Executive Officers of Minefinders Corporation Ltd.)


 


January 22, 2012







Pan American Silver Corp.


1500 – 625 Howe Street


Vancouver, British Columbia


V6C 2T6







Dear Sirs/Mesdames:


 


Arrangement Transaction between Pan American Silver Corp. (“Pan American”)


and Minefinders Corporation Ltd. (“Minefinders”)


 


In consideration of Pan American entering into an arrangement agreement (the “Arrangement Agreement”) with Minefinders dated January 22, 2012 providing for a business combination involving Pan American, Minefinders and the shareholders and optionholders of Minefinders by way of an arrangement pursuant to Section 182 of the Business Corporations Act (Ontario) (the “Arrangement”), this agreement (the “Agreement”) sets out the terms on which each of the securityholders of Minefinders executing this agreement (each, a “Securityholder”) undertakes to take certain actions and do certain things to support the Arrangement.


 


The terms of the Arrangement are summarized in the Arrangement Agreement, a copy of which each Securityholder acknowledges having received.  Any capitalized term used and not otherwise defined herein or in the Schedules hereto shall, unless the context requires otherwise, have the meaning ascribed thereto in the Arrangement Agreement.


 



	
1.  

	
Representations and Warranties







 



	
1.1  

	
Representations and Warranties of each Securityholder. Each Securityholder hereby represents and warrants to Pan American as set forth below and acknowledges that Pan American is relying upon such representations and warranties in entering into this Agreement and the Arrangement Agreement:







 



	
(a)       

	
that the common shares in the capital of Minefinders (the “Shares”) and other securities issued by Minefinders (the “Other Securities”) set out next to such Securityholder’s name in Schedule A include all Shares and Other Securities held of record, beneficially owned by, or for which voting or dispositive power is granted to such Securityholder or any of his or her affiliates (which includes, for the purposes of this Agreement, any entity controlled by the Securityholder or an affiliate of any entity controlled by the Securityholder).  In respect of such Shares and Other Securities, such Securityholder or one of his or her affiliates is as of the date hereof, and will be immediately prior to the Effective Time, the legal and beneficial owner, with sole voting power and exclusive right of disposition and sole power to agree to all the matters set forth in this Agreement.  Each Securityholder and his or her affiliates has as of the date hereof, and will have immediately prior to the Effective Time, good and marketable title to its Shares and Other Securities, free and clear of any and all hypothecs, liens, pledges, mortgages, charges, restrictions, security interests, adverse claims and demands or rights of others of any nature or kind whatsoever (collectively, “Encumbrances”).  Other than the Shares and Other Securities listed in Schedule A, no equity or voting shares or securities of Minefinders convertible into equity or voting shares are beneficially owned or controlled by such Securityholder or any of his or her affiliates;







 


 




  





  











  






 


 



	
(b)       

	
such Securityholder has the legal capacity to execute and deliver this Agreement and to perform his or her obligations under this Agreement.  This Agreement has been duly executed and delivered by such Securityholder and this Agreement constitutes the legal, valid and binding obligation of such Securityholder, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally and general principles of equity;







 



	
(c)       

	
neither the authorization, execution or delivery of this Agreement by such Securityholder, the performance by such Securityholder of his or her obligations under this Agreement nor the completion of the Arrangement shall result (with or without notice or the passage of time) in a violation or breach, or constitute a default, require a permit, consent or approval to be obtained under, require a filing to be made under or give rise to any third party right of termination, cancellation, right of purchase or sale, of penalty or payment, modification or acceleration, under any provision of any Contract, license, permit or other instrument or obligation to which such Securityholder or any of his or her affiliates is a party or by which such Securityholder, any of his or her affiliates or any of their properties or assets (including the Shares and Other Securities ) is bound;







 



	
(d)       

	
that there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of such Securityholder, threatened against such Securityholder, any of his or her affiliates or any of their properties or assets that, individually or in the aggregate, could impair the ability of such Securityholder to perform his or her obligations under this Agreement or otherwise delay him or her in performing such obligations.  There is no judgment, decree or order against such Securityholder or any of his or her affiliates that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement, or that could impair the ability of such Securityholder to perform his or her obligations under this Agreement;







 



	
(e)       

	
no Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the exchange, acquisition or transfer from such Securityholder or any of his or her affiliates of any of the Shares or Other Securities, or any interest therein or right thereto, except Pan American pursuant to this Agreement; and







 



	
(f)       

	
neither such Securityholder nor any of his or her affiliates has previously granted or agreed to grant any proxy or other right to vote in respect of any of the Shares or Other Securities listed on Schedule A or entered into any voting trust, pooling or other agreement with respect to the right to vote, call meetings of shareholder or give consents or approvals of any kind as to such Shares or Other Securities except those which are no longer of any force or effect.







 



	
1.2  

	
Representations and Warranties of Pan American. Pan American hereby represents and warrants to each Securityholder as set forth below and acknowledges that each Securityholder is relying upon such representations and warranties in entering into this Agreement:







 



	
(a)       

   

	
Pan American is validly existing under the Business Corporations Act (British Columbia) and has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement and pursuant to the Arrangement Agreement. This Agreement has been duly executed and delivered by Pan American and constitutes a legal, valid and binding agreement enforceable against it in accordance with its terms.







 


 




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(b)       

	
neither the execution and delivery of this Agreement by Pan American nor the completion of the Arrangement nor compliance by Pan American with any of the provisions hereof will violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under (A) the statutes governing Pan American or (B) any material contract or other instrument or obligation to which Pan American or any of its subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Pan American or any of its subsidiaries is bound and, in each case, individually or in the aggregate, would materially adversely affect Pan American’s ability to perform its obligations under this Agreement.







 



	
(c)       

	
Subject to obtaining the Regulatory Approvals and other than in connection with or in compliance with the provisions of applicable corporate, competition and antitrust Laws and Securities Laws, (1) there is no legal impediment to the completion of the Arrangement by Pan American, and (2) no filing or registration with, or authorization, consent or approval of, any Governmental Entity is required of Pan American in connection with the completion of Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not prevent or materially delay the completion of the Arrangement by Pan American.







 



	
1.3  

	
Survival - For greater certainty, the representations and warranties of the parties hereto contained herein shall not survive the Expiry Date (as defined below), except as related to and in connection with the completion of the purchase and sale of the Owned Securities (as defined below) pursuant to Section 4 hereof.  Any investigation by a party hereto and its advisors shall not mitigate, diminish or affect the representations and warranties of another party to this Agreement.







 



	
2.  

	
Securityholders’ Obligations and Covenants







 



	
2.1  

	
No Transfers – Each Securityholder hereby represents and warrants to Pan American and covenants with Pan American that, except as contemplated in this Agreement, neither such Securityholder nor any of his or her affiliates shall: (i) sell, transfer, gift, assign or otherwise dispose of or exchange, and shall keep free and clear of all Encumbrances, any or all of its Shares or Other Securities and, any common shares or other securities of Minefinders otherwise obtained by it (the “Additional Securities”) or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition, derivative transaction or effective economic disposition through cash settlement), (ii) grant or enter into with any Person any agreement or option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the exchange, acquisition or transfer from the Securityholder or his or her affiliates of any of the Shares or Additional Securities, or any interest therein or right thereto; or (iii) grant any proxies or powers of attorney, or deposit any of its Shares, Minefinders Options or Additional Securities (collectively, the “Owned Securities”) into a voting trust or enter into a voting agreement, pooling agreement, understanding or arrangement with respect to such Owned Securities, without having first obtained the prior written consent of Pan American, which consent is within the sole discretion of Pan American and may be unreasonably withheld.







 


 





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2.2  

	
No Action to Reduce Likelihood of Success or Delay 







 



	
(a)        

	
Except as permitted by this Agreement, no Securityholder nor any of their affiliates shall take, or authorize, cause or permit, in its capacity as a securityholder of Minefinders, any investment banker, financial advisor, lawyer, accountant or other representative of him or her to take, any action of any kind, directly or indirectly, which may reduce the likelihood of success of, or delay or interfere with the completion of, the Arrangement, including but not limited to, any action to (i) make, solicit, assist, initiate, encourage or otherwise facilitate any inquires, proposals or offers from any other Person (including any of its officers or employees) relating to any Acquisition Proposal, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing, or (ii) engage in any discussions or negotiations regarding, or provide any confidential information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to make or complete any Acquisition Proposal.  Each Securityholder and their respective affiliates will cease immediately and cause to be terminated all existing discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to or result in, an Acquisition Proposal and will discontinue access to any of its confidential information and will as soon as possible request and enforce the return or destruction of all confidential information provided by it, if any.  Each Securityholder further agrees to notify Pan American immediately orally and then promptly (and in any event within 24 hours) in writing of becoming aware of any Acquisition Proposal, and provide orally and in writing the terms and other details of which it is aware, including the identity of any prospective offeror, of such Acquisition Proposal; and







 



	
(b)        

	
Neither the Securityholder nor any of his or her affiliates shall exercise any dissent rights in respect of the Arrangement and the Securityholder hereby waives and shall cause his or her affiliates to waive any rights of appraisal or rights of dissent from the Arrangement that the Securityholder or any of his or her affiliates may have, and the Securityholder hereby agrees and shall cause his or her affiliates, not to commence or participate in, and to take all actions necessary to opt out of, any class in any class action with respect to any claim, derivative or otherwise, against Minefinders or any of its subsidiaries (or any of their respective successors, including without limitation, Pan American) relating to the negotiation, execution and delivery of this Agreement or the Arrangement Agreement or the consummation of the Arrangement.







 



	
2.3  

	
Voting Rights – Each Securityholder hereby undertakes:







 



	
(a)        

	
subject to completion of a proxy as contemplated under this Agreement, to vote (or cause to be voted) all its Owned Securities at any meeting of the securityholders of Minefinders, including without limitation the Minefinders Meeting, and in any action by written consent of the securityholders of Minefinders: (i) in favour of the approval, consent, ratification and adoption of the Arrangement Resolution (and any actions required in furtherance thereof); (ii) against any action, including without limitation any Superior Proposal, that would impede, interfere or discourage the Arrangement, including, for greater certainty, against (A) any Acquisition Proposal, Superior Proposal or any transaction similar to an Acquisition Proposal or Superior Proposal whether or not







 





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initiated, proposed, recommended or supported by Minefinders, (B) any merger, consolidation, business combination, sale of assets, amalgamation, arrangement, reorganization or recapitalization of Minefinders, (C) any sale, lease or transfer of any significant part of the assets of Minefinders (D) any dissolution, liquidation or winding up of Minefinders, and (E) any material change in the capitalization of Minefinders, or the corporate structure or constating documents of Minefinders) (in each case where the relevant proposal does not have the express written consent of Pan American, which consent is within the sole discretion of Pan American and may be unreasonably withheld); and (iii) against any action that would result or could be reasonably expected to result in any breach of any representation, warranty or covenant of Minefinders in the Arrangement Agreement;







 





	
(b)        

	
for greater certainty, in connection with any matter referred to in Section 2.3(a), each Securityholder shall consult with Pan American prior to exercising (or causing to be exercised) any voting rights attached to the Shares, Other Securities or the Additional Securities and shall exercise or procure the exercise of such voting rights as Pan American shall instruct;







 



	
(c)        

	
upon the written request or direction of Pan American, each Securityholder and his or her affiliates shall execute and deliver, subject to Section 2.4, and not revoke an irrevocable form of proxy in respect of any such resolution(s), appointing such person or persons as Pan American may request or direct as proxy for such Securityholder or his or her affiliate, as appropriate, with full power of substitution, to attend, vote and otherwise act for and on behalf of such Securityholder or his or her affiliate, as appropriate, in respect of all Owned Securities of such Securityholder or such affiliate and in respect of all such matters which may come before a meeting of the securityholders of Minefinders relating to the Arrangement, including without limitation the Minefinders Meeting (other than any change in the terms of the Arrangement which would modify the consideration to be received by such Securityholder or his or her affiliates pursuant to the Arrangement or modify in a manner adverse to the interests of such Securityholder or his or her affiliates, the terms of the exchange of the Minefinders Shares) including any action that would impede, interfere or discourage the Arrangement, and in such circumstances, neither such Securityholder nor his or her affiliates shall be required to vote their Owned Securities as required by Section 2.3(a).







 



	
2.4  

	
Termination - The obligations and undertakings of the parties hereto, and any proxy granted under Article 2, shall terminate upon the earliest to occur of:







 



	
(a)         

	
the Effective Time;







 



	
(b)        

	
the termination of this Agreement in accordance with its terms hereof; or







 



	
(c)        

	
the termination of the Arrangement Agreement in accordance with its terms,







 


(such date being the “Expiry Date”) provided that each party shall be responsible and shall remain liable for any breach of this Agreement by such party occurring prior to any such termination.


 




	
2.5  

	
No Ownership Interest - Nothing contained in this Agreement shall be deemed to vest in Pan American any direct or indirect ownership or incidence of ownership of or with respect to any Owned Securities.  All rights, ownership and economic benefits of and relating to the Owned Securities shall remain vested in and belong to each Securityholder and his







 




 





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or her affiliates, respectively and Pan American shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Minefinders or exercise any power or authority to direct any Securityholder or his or her affiliates in the voting of any of the Owned Securities, except as otherwise provided herein, or in the performance of each Shareholder’s and their respective affiliates' duties or responsibilities as a shareholder of Minefinders.







 



	
2.6  

	
No Fettering of Discretion – To the extent that any Securityholder is an officer or director of Minefinders, nothing in this Agreement is intended to fetter such Securityholder’s discretion to act, when acting in his or her capacity as an officer or director of Minefinders, in a manner consistent with all fiduciary obligations imposed on such Securityholder in that capacity.  For greater certainty, the obligations of each Securityholder hereunder to support the Arrangement and not take any actions inconsistent with that support are intended to apply to such Securityholder only in his or her capacity as a holder of securities issued by Minefinders and not in such Securityholder’s capacity as an officer or director of Minefinders.







 



	
3.  

	
Other Covenants







 



	
3.1  

	
Disclosure – Each Securityholder agrees:







 



	
(a)        

	
to details of this Agreement being set out in the Minefinders Circular relating to the Minefinders Meeting and the Arrangement; and







 



	
(b)        

	
to this Agreement being publicly filed and/or available for inspection to the extent required by Law.







 



	
3.2  

	
Remedies – Each Securityholder acknowledges and agrees that the covenants and obligations under this Agreement are reasonable, necessary and fundamental to the protection of Pan American’s legitimate business interests, and such Securityholder acknowledges and agrees that any breach of this Agreement by such Securityholder would result in irreparable harm to Pan American and loss and damage to Pan American for which Pan American could not be adequately compensated by an award of monetary damages.  Accordingly, each Securityholder acknowledges and agrees that in the event of any breach or threatened breach of any provision of this Agreement by such Securityholder, Pan American shall, in addition to any and all remedies available to Pan American at law or in equity, be entitled as a matter of right to judicial relief by way of a restraining order, interim, interlocutory or permanent injunction, or order for specific performance as may be necessary to ensure that such Securityholder complies with and performs its obligations under this Agreement.







 



	
3.3  

	
Covenants of Pan American - Pan American hereby agrees to and shall consummate the Arrangement in accordance with the terms of the Arrangement Agreement.







 



	
4.  

	
Miscellaneous







 



	
4.1  

	
Interpretation - In this Agreement:







 



	
(a)        

	
Consent - Whenever a provision of this Agreement requires an approval or consent and such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.







 






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(b)        

	
Currency - Unless otherwise specified, all references to dollar amounts, money amounts or “$” are to lawful currency of Canada.







 



	
(c)        

	
Governing Law and Jurisdiction - This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of Ontario and the federal Laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising under and in relation to this Agreement and the Arrangement. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.







 



	
(d)        

	
Headings - Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.







 



	
(e)        

	
Including - Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.







 



	
(f)        

	
No Strict Construction - This Agreement has been negotiated by each party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement.







 



	
(g)        

	
Number and Gender - Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.







 



	
(h)        

	
Severability - If, in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.







 



	
(i)        

	
Statutory references - A reference to a statute includes all rules and regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation or rule which amends, supplements or supersedes any such statute or any such regulation or rule.







 



	
(j)        

	
Time - Time is of the essence in the performance of the parties’ respective obligations.







 



	
(k)        

	
Business Day – In this Agreement, a reference to “Business Day” shall refer to any day that is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia or Toronto, Ontario.







 



	
(l)        

	
Time Periods - In this Agreement, unless specified otherwise or the context otherwise requires:







 






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(i)  

	
a reference to a period of days is deemed to begin on the first day after the event that started the period and to end at 5:00 p.m. on the last day of the period, but if the last day of the period does not fall on a Business Day, the period ends at 5:00 p.m. on the next succeeding Business Day;







 



	
(ii)  

	
all references to specific dates mean 5:00 p.m. on the dates;







 



	
(iii)  

	
all references to specific times shall be references to Vancouver time; and







 



	
(iv)  

	
with respect to the calculation of any period of time, references to “from” mean “from and excluding” and references to “to” or “until” mean “to and including”.







 



	
(m)        

	
Subsidiaries - To the extent any representations, warranties, covenants or agreements contained herein relate, directly or indirectly, to an affiliate of any party, each such provision shall be construed as a covenant by such party to cause (to the fullest extent to which it is legally capable) such an affiliate to perform the required action.







 



	
(n)        

	
Counterparts - This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one agreement.  To evidence the fact that it has executed this Agreement, a party may send a copy of its executed counterpart to all other parties by Transmission (or electronically on pdf format) and the signature transmitted by Transmission (or electronically on pdf format) shall be deemed to be its original signature for all purposes.







 



	
4.2  

	
Entire Agreement







 


This Agreement, together with the agreements and other documents expressly referred to in, or required to be delivered pursuant to, this Agreement, constitutes the entire agreement between the parties and sets out all the covenants, promises, warranties, representations, conditions, understandings and agreements between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.  No reliance has been made upon, and there are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, between the parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any other document expressly referred to in, or required to be delivered pursuant to this Agreement.


 


There shall be no liability, either in tort or in contract otherwise, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, not reduced to writing as part of this Agreement or such other agreement or document.  The parties agree that each party to this Agreement will have no remedy in respect of any untrue statement made to it and upon which it relied in entering into this Agreement or such other agreement or document and that its only remedy can be for breach of contract under this Agreement or such other agreement or document.


 



	
4.3  

	
Notices







 


All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given and received on the day it is delivered, provided that it is delivered on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if notice is delivered after 5:00 p.m. local time or if such day is not a Business Day then the notice shall be deemed to have been given and received on the next Business Day. Notice shall be 


 


 






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sufficiently given if delivered (either in person, by courier service or other personal method of delivery), or if transmitted by facsimile or email to the parties hereto at the following addresses (or at such other addresses as shall be specified by any of the parties hereto by notice to the other given in accordance with these provisions):


 



	
(i)      

	
if to Pan American:







 


Pan American Silver Corp.


1500 – 625 Howe Street


Vancouver, British Columbia


V6C 2T6







Attention:                      Geoffrey A. Burns


Facsimile:                      (604) 684-0147


Email:                      gburns@panamericansilver.com







with a copy (which shall not constitute notice) to:


 


Borden Ladner Gervais LLP


1200 – 200 Burrard Street


Vancouver, British Columbia


V7X 1T2


 



	
  

	
Attention:

	
Fred R. Pletcher








	
  

	
Facsimile:

	
(604) 687-1415








	
  

	
Email:

	
fpletcher@blg.com







 



	
(ii)     

	
if to any Securityholder, to the address set out next to such Securityholder’s name in Schedule A.







 



	
4.4  

	
Further Assurances







 


The parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each party shall provide such further documents or instruments required by any other party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.


 



	
4.5  

	
Assignability







 


The provisions of this Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns, provided that no party may assign, delegate or otherwise transfer any of its or his rights, interests or obligations under this Agreement without the prior written consent of the other party, except that Pan American may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement to a Subsidiary, without reducing its own obligations hereunder, without the prior consent of any Securityholder.


 



	
4.6  

	
No Third Party Beneficiaries







 


This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, expressly or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 







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4.7  

	
Execution and Delivery







 


This Agreement may be executed by the parties in counterparts and may be executed and delivered by facsimile and all such counterparts and facsimiles shall together constitute one and the same agreement.


 


 


 


 


 


 


 







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IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of the date first written above.


 









	 	PAN AMERICAN SILVER CORP.
	 	 
	 	By:	Signed "Geoffrey A. Burns"   
	 	 	 
Geoffrey A. Burns


	 	 	 
President and Chief Executive Officer







 


 








  





  











  






 


 




	 	By:	 
Signed "Robert L. Leclerc"


	 	 	 
 
Robert L. Leclerc




	 	 	Address:	 
2327 Schaeffer Hills Drive


	 	 	 	 
Henderson, NV 89052-7080


U.S.A.







 


 





	 	By:	 
 
Signed "Mark H. Bailey"




	 	 	 
 
 
Mark H. Bailey






	 	 	Address:	 
2930 Hayward Drive


	 	 	 	 
 
Bellingham, WA 98226




U.S.A.







 


 





	 	By:	 
 
 
Signed "H. Leo King"






	 	 	 
 
 
 
H. Leo King








	 	 	Address:	 
4747 Marguerite Street


	 	 	 	 
 
 
Vancouver, BC V6J 4H1






Canada







 






	 	By:	 
 
 
 
Signed "James M. Dawson"








	 	 	 
 
 
 
 
James M. Dawson










	 	 	Address:	 
5560 Holt Avenue


	 	 	 	 
 
 
 
Richmond, BC V7C 5C8








Canada







 


 


 






Signature Page to Voting Agreement









  





  











  













	 	By:	 
 
 
 
 
Signed "W. Robert Gilroy"










	 	 	 
 
 
 
 
 
W. Robert Gilroy












	 	 	Address:	 
48280 Ryder Lake Road


	 	 	 	 
 
 
 
 
Chilliwack, BC V4Z 1E3










Canada







 









	 	By:	 
 
 
 
 
 
Signed "Laurence Morris"












	 	 	 
 
 
 
 
 
 
Laurence Morris














	 	 	Address:	 
2 Bellingham Drive


	 	 	 	 
 
 
 
 
 
Wigan, WN1 2NF












United Kingdom







 









	 	By:	 
 
 
 
 
 
 
Signed "Tench C. Page"














	 	 	 
 
 
 
 
 
 
 
Tench C. Page
















	 	 	Address:	 
2665 Bretina Court


	 	 	 	 
 
 
 
 
 
 
Reno, NV 89521














U.S.A.







 









	 	By:	 
 
 
 
 
 
 
 
Signed "Greg D. Smith"
















	 	 	 
 
 
 
 
 
 
 
 
Greg D. Smith


















	 	 	Address:	 
168 Sycamore Drive


	 	 	 	 
 
 
 
 
 
 
 
Port Moody, BC V3H 0C5
















Canada







 
















Signature Page to Voting Agreement









  





  











  








SCHEDULE A


OWNED SECURITIES


 


The following table sets out the number of Owned Securities held by each Securityholder as at the date hereof:


 



	
 


Name of 

Securityholder

	
 


Address of Securityholder

	
 


Number of Shares

	
Number and 

Description of Other 

Securities


	
Robert L. Leclerc

	
2327 Schaeffer Hills Drive


Henderson, NV 89052-7080


U.S.A.

	
180,000

	
Options exercisable for 210,000 common shares


	
Mark H. Bailey

	
2930 Hayward Drive


Bellingham, WA 98226


U.S.A.

	
572,053

	
Options exercisable for 380,000 common shares


	
H. Leo King

	
4747 Marguerite Street


Vancouver, BC V6J 4H1


Canada

	
83,000

	
Options exercisable for 210,000 common shares


	
James M. Dawson

	
5560 Holt Avenue


Richmond, BC V7C 5C8


Canada

	
Nil

	
Options exercisable for 210,000 common shares


	
W. Robert Gilroy

	
48280 Ryder Lake Road


Chilliwack, BC V4Z 1E3


Canada

	
Nil

	
Options exercisable for 70,000 common shares


	
Laurence Morris

	
2 Bellingham Drive


Wigan, WN1 2NF


United Kingdom

	
Nil

	
Options exercisable for 140,000 common shares


	
Tench C. Page

	
2665 Brentina Court


Reno, NV 89521


U.S.A.

	
683,901

	
Options exercisable for 320,000 common shares


	
Greg D. Smith

	
168 Sycamore Drive


Port Moody, BC V3H 0C5


Canada

	
Nil

	
Options exercisable for 270,000 common shares












 







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