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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A - 16 OR 15D - 16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For July 22, 2003
PAN AMERICAN SILVER CORP.
1500 - 625 HOWE STREET
VANCOUVER, B.C.
V6C 2T6
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F X
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):___
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-___
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PAN AMERICAN SILVER CORP.
Date: July 22, 2003 By: /s/ Robert Pirooz
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Robert Pirooz
Vice President, Legal Affairs
This is the form of a material change report required under section 85(1) of the
Securities Act and section 151 of the Securities Rules.
BC FORM 53-901F
(PREVIOUSLY FORM 27)
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND SIMILAR PROVISIONS OF OTHER APPLICABLE LEGISLATION
ITEM 1. REPORTING ISSUER
Pan American Silver Corp. (the "COMPANY")
1500 - 625 Howe Street
Vancouver, BC V6E 2T6
ITEM 2. DATE OF MATERIAL CHANGE
July 21, 2003
ITEM 3. PRESS RELEASE
A press release was issued by the Company on July 21, 2003 at
Vancouver, British Columbia and distributed through the
facilities of Canada NewsWire.
ITEM 4. SUMMARY OF MATERIAL CHANGE
The Company announced that it entered into a bought deal
agreement to issue US$75 million aggregate principal amount of
5.25% convertible unsecured senior subordinated debentures due
July 31, 2009 (the "DEBENTURES") to a syndicate led by BMO
Nesbitt Burns Inc., and including CIBC World Markets Inc. and
Canaccord Capital Corporation (the "UNDERWRITERS"). In
addition, the Company granted the Underwriters an option
exercisable for up to 30 days after closing to purchase up to
an additional US$11.25 million principal amount of the
Debentures on the same terms and conditions. The Company is
offering the Debentures under its shelf prospectus in Canada
and its registration statement in the United States.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
On July 21, 2003, the Company announced that it entered into a
bought deal agreement to issue US$75 million aggregate
principal amount of 5.25% convertible unsecured senior
subordinated debentures due July 31, 2009 to a syndicate led
by BMO Nesbitt Burns Inc., and including CIBC World Markets
Inc. and Canaccord Capital Corporation. In addition, the
Company granted the Underwriters an option exercisable for up
to 30 days after closing to purchase up to an additional
US$11.25 million principal amount of the Debentures on the
same terms and conditions. The Company is offering the
Debentures under its shelf prospectus in Canada and its
registration statement in the United States.
The Debentures will bear interest at a rate of 5.25% per
annum, payable in cash or common shares and will be
convertible, at the option of the holder, at any time prior to
maturity or redemption into common shares of the Company at a
conversion price of US$9.57 per common share, which is equal
to a conversion rate of approximately 104.4932 common shares
per US$1,000 principal amount of Debentures. The Company may
not redeem the Debentures prior to July 31, 2006. Subsequent
to July 31, 2006 and prior to July 31, 2009, the Debentures
will be redeemable provided that the Company's common shares
are trading at not less than 125% of the conversion price. The
Company has applied to have the Debentures listed for trading
on the Toronto Stock Exchange. The transaction is expected to
close on or about July 30, 2003.
The Company intends to use the proceeds to fund development of
the Alamo Dorado project, future capital, development and
exploration programs, working capital requirements and for
other general corporate purposes.
ITEM 6. RELIANCE ON SECTION 85(2) OF THE ACT
This report is not being filed on a confidential basis.
ITEM 7. OMITTED INFORMATION
There are no significant facts required to be disclosed herein
which have been omitted.
ITEM 8. SENIOR OFFICERS
For further information, please contact:
Name: Robert Pirooz
Office: Vice President, Legal Affairs
Telephone: (604) 684-1175
ITEM 9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change
referred to herein.
DATED at Vancouver, British Columbia, this 22nd day of July,
2003.
(signed) Robert Pirooz
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Signature of a senior officer of the
reporting issuer
Robert Pirooz, Vice-President, Legal Affairs
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- 2 -
[PAN AMERICAN SILVER LOGO]
NEWS RELEASE
July 21, 2003
PAN AMERICAN SILVER ISSUES US$75 MILLION CONVERTIBLE UNSECURED
SENIOR SUBORDINATED DEBENTURES
(all figures in US dollars unless otherwise stated)
Vancouver, Canada - Pan American Silver Corp. ("Pan American") (NASDAQ: PAAS;
TSE: PAA) announced today that it has entered into a bought deal agreement to
issue US$75 million aggregate principal amount of 5.25% convertible unsecured
senior subordinated debentures due July 31, 2009 (the "Debentures") to a
syndicate led by BMO Nesbitt Burns Inc., and including CIBC World Markets Inc.
and Canaccord Capital Corporation ("the Underwriters"). In addition, the Company
has granted the Underwriters an option exercisable for up to 30 days after
closing to purchase up to an additional US$11.25 million principal amount of the
Debentures on the same terms and conditions. The Company is offering the
Debentures under its shelf prospectus in Canada and its registration statement
in the United States.
The Debentures will bear interest at a rate of 5.25% per annum, payable in cash
or common shares and will be convertible, at the option of the holder, at any
time prior to maturity or redemption into common shares of Pan American at a
conversion price of US$9.57 per common share, which is equal to a conversion
rate of approximately 104.4932 common shares per US$1,000 principal amount of
Debentures. Pan American may not redeem the Debentures prior to July 31, 2006.
Subsequent to July 31, 2006 and prior to July 31, 2009, the Debentures will be
redeemable provided that Pan American's common shares are trading at not less
than 125% of the conversion price. The Company has applied to have the
Debentures listed for trading on the Toronto Stock Exchange. The transaction is
expected to close on or about July 30, 2003.
Pan American intends to use the proceeds to fund development of the Alamo Dorado
project, future capital, development and exploration programs, working capital
requirements and for other general corporate purposes.
This news release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or same would be unlawful prior to the
registration or qualification under the securities laws of any such state.
Pan American will host a conference call on Thursday, July 31 at 11:00 am PDT
(2:00 pm EDT) to discuss the financing and the Company's future plans. North
American participants may access the call live toll free at 1 877 211-7911. To
listen to a playback of the call anytime before August 7th, please dial 1 800
408-3053 and enter the pass code 1459940. The conference call will also be
broadcast live and archived for later playback on the internet at www.q1234.com.
For Further Information Contact:
Brenda Radies, Vice-President Corporate Relations (604) 806-3158
Geoff Burns, President (604) 684-1175
- End -
1500-625 HOWE STREET, VANCOUVER, BC CANADA V6C 2T6 .
TEL 604.684.1175 FAX 604.684.0147
www.panamericansilver.com