-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SQlocCuwCZAzJvsqzEhoFdAvRxuc/CZ4jVrxTcDePztIevfG1WjIuLC5RAiy4+Q+ /IaMsqUseRhEKEIOPzsuMw== 0001085037-08-000061.txt : 20080115 0001085037-08-000061.hdr.sgml : 20080115 20080115135159 ACCESSION NUMBER: 0001085037-08-000061 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080115 FILED AS OF DATE: 20080115 DATE AS OF CHANGE: 20080115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAN AMERICAN GOLD CORP CENTRAL INDEX KEY: 0001205059 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50112 FILM NUMBER: 08530724 BUSINESS ADDRESS: STREET 1: 605-475 HOWE STREET CITY: VANCOUVER BC STATE: A1 ZIP: V6C 2B3 BUSINESS PHONE: 6046890188 MAIL ADDRESS: STREET 1: 605-475 HOWE STREET CITY: VANCOUVER BC STATE: A1 ZIP: V6C 2B3 FORMER COMPANY: FORMER CONFORMED NAME: TRI LATERAL VENTURE CORP DATE OF NAME CHANGE: 20021109 6-K 1 form6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2008

Commission File Number 000-50112

Pan American Gold Corporation

(Translation of registrant's name into English)

Suite 501, 1540 West 2nd Avenue, Vancouver, British Columbia V6J 1H2

(Address of principal executive office)

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  x Form 40-F  o

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)  o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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)  o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes   o No  x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82 - o

 

 

 



 

 

 

 

 

 

Pan American Gold Corporation

(an Exploration Stage Company)

Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2007 and 2006

 

(Notice of No Auditor Review)

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

Pan American Gold Corporation

(an Exploration Stage Company)

Interim Consolidated Balance Sheet

(Unaudited – prepared by management)

September 30, 2007

 

 

September 30, 2007

December 31, 2006

 

(Unaudited)

(Audited)

 

 

 

Assets

Current

 

 

Cash

$              3,721

$           120,689

Other receivable

22,918

9,721

 

 

 

 

26,639

130,410

Resource properties

13,270

176,707

 

 

 

 

$            39,909

$           307,117

 

 

 

 

 

 

Liabilities

Current

 

 

Accounts payable

$            30,548

$             65,685

Loans payable

62,600

70,229

 

 

 

 

93,148

135,914

 

 

 

Stockholders’ Equity (Deficiency)

 

 

 

Capital stock

8,831,624

8,509,552

Contributed surplus

204,878

223,323

Deficit

(9,089,741)

(8,561,672)

 

 

 

 

(53,239)

171,203

 

 

 

 

$           39,909

$            307,117

 

 

 



 

 

Pan American Gold Corporation

(an Exploration Stage Company)

Interim Consolidated Statements of Operations and Deficit

(Unaudited – prepared by management)

For the Three and Nine Months Ended September 30, 2007 and 2006

 

 

For the Three Months Ended

For the Nine Months Ended

 

September 30, 2007

September 30, 2006

September 30, 2007

September 30, 2006

 

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

 

 

 

 

 

Expenses

 

 

 

 

Consulting

$          71,096

$         9,938

$          127,922

$           35,875

Accounting

18,391

4,500

18,891

27,530

Management fees

16,179

10,378

57,285

20,364

Legal

17,029

18,092

33,125

56,152

Investor relations

20

16,819

27,580

33,655

Transfer agent and filing fees

10,476

26,360

13,811

34,418

Rent, office and administration

186

1,494

56,194

6,494

Travel

-

3,354

7,539

5,082

Interest and bank charges

221

397

1,178

1,190

 

 

 

 

 

 

133.598

91,332

343,525

220,760

Other Income (Expenses)

 

 

 

 

Foreign exchange

10,864

(306)

21,295

(14,527)

Write-off of resource properties

-

-

(206,682)

(11,574)

Interest on promissory note

-

-

-

(61,255)

Gain on disposal of partnership interest

-

-

-

278,860

Interest income

131

2,287

843

2,418

 

 

 

 

 

Net loss for the period

122,603

89,351

528,069

26,838

 

 

 

 

 

Deficit, beginning of period

8,967,138

8,208,875

8,561,672

8,271,388

 

 

 

 

 

Deficit, end of period

$    9,089,741

$    8,298,226

$       9,089,741

$       8,298,226

 

 

 

 

 

Basic and diluted loss per share

$             0.00

$             0.00

$                0.01

$                0.00

 

 

 

 

 

Weighted average common shares outstanding

36,552,126

35,127,117

36,022,557

34,916,128

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

Pan American Gold Corporation

(an Exploration Stage Company)

Interim Consolidated Statements of Cash Flows

(Unaudited – prepared by management)

For the Three and Nine Months Ended September 30, 2007 and 2006

 

 

For the Three Months Ended

For the Nine Months Ended

 

September 30, 2007

September 30, 2006

September 30, 2007

September 30, 2006

 

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

 

 

 

 

 

Operating activities

 

 

 

 

Net loss

$       (122,603)

$        (89,351)

$      (528,069)

$         (26,837)

Adjustment for:

 

 

 

 

Stock based compensation expense

71,096

-

127,922

-

Interest on promissory note

-

-

-

61,255

Unrealized foreign exchange gain

(10,862)

-

(21,295)

-

Write off of mineral property

-

-

206,682

11,574

Gain on disposal of partnership interest

-

-

-

(278,860)

 

Changes in non-cash working capital balances:

 

 

 

 

 

 

 

 

 

(Increase) Decrease in other receivables

(2,105)

15,979

(13,197)

7,453

Increase (Decrease) in accounts payable

(3,736)

(1,743)

(21,471)

(51,312)

 

 

 

 

 

 

(68,210)

(75,115)

(249,428)

(276,727)

 

 

 

 

 

Financing activity

 

 

 

 

 

 

 

 

 

Increase in loans payable

(10,696)

95

-

70,230

Proceeds from private placement

79,775

-

175,705

578,700

Increase in share subscriptions

-

-

-

77,665

 

 

 

 

 

 

69,079

95

175,705

726,595

 

 

 

 

 

Investing activity

 

 

 

 

 

 

 

 

 

Shares returned to treasury

-

-

-

-

(Decrease) Increase in resource properties

 

-

 

(54,584)

 

(43,245)

 

(111,673)

 

 

 

 

 

 

-

(54,584)

(43,245)

(111,673)

 

 

 

 

 

Increase (decrease) in cash

(869)

(129,604)

(116,968)

388,195

Cash, beginning of period

2,852

471,492

120,689

3,693

 

 

 

 

 

Cash, end of period

$              3,721

$        341,888

$              3,721

$           341,888

 

 

 



 

 

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Unaudited – prepared by management)

For the Three and Nine Months Ended September 30, 2007 and 2006

 

Note 1 – Interim Reporting

 

While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. These interim financial statements follow the same accounting policies and methods in their application as the Company’s annual financial statements. It is suggested that these interim financial statements be read in conjunction with the Company's annual financial statements at December 31, 2006.

 

Note 2 – Share Capital

 

Authorized:

 

Unlimited common shares

Unlimited non-voting convertible redeemable non-cumulative 6% preference shares

 

Issued and Outstanding:

 

 

Number

$

Balance, December 31, 2006

35,227,116

8,509,552

Shares issued pursuant to private placement

814,140

95,930

Shares issued pursuant to private placement

1,000,000

51,860

Exercise of options

540,000

27,915

Transferred from contributed surplus

-

146,367

 

 

 

Balance, September 30, 2007

37,581,256

8,831,624

 

 

Warrants:

 

Exercise Price

Balance,

December 31, 2006

Issued

Expired

Balance,

September 30, 2007

Expiry Date

US $0.80

1,000,000

-

1,000,000

-

April 10, 2007

US $0.20

-

814,140

-

814,140

March 5, 2009

US $0.05

-

1,000,000

-

1,000,000

August 24, 2009

 

As at September 30, 2007 there were 1,814,140 warrants outstanding.

 

 



 

 

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Unaudited – prepared by management)

For the Three and Nine Months Ended September 30, 2007 and 2006

 

Note 2 – Share Capital (continued)

 

Stock options:

 

Exercise Price

Balance,

December 31, 2006

 

 

Issued

 

 

Cancelled

 

 

Exercised

Balance,

June 30, 2007

Expiry Date

US $0.35

1,200,000

-

1,200,000

-

-

October 18, 2011

US $0.05*

-

1,200,000

400,000

540,00

260,000

October 18, 2011

US $0.05

-

1,200,000

-

-

1,200,000

September 5, 2012

 

At September 30, 2007, there were 1,460,000 exercisable options outstanding.

 

(*) The options were re-priced from $0.20 to $0.05 on March 5, 2007.

 

Contributed Surplus

$

 

 

Balance, December 31, 2006

223,323

Stock options granted

127,922

Transferred to share capital

(146,367)

 

 

Balance, September 30, 2007

204,878

 

 

Note 3 – Writedown of Resource Property

 

During the first quarter, the company abandoned it’s interest in the Huicicila (Miravalles) in Nayarit State, Mexico. As a result, the value of the mineral property has been written down to $nil.

 

Note 4 – Related Party Transactions

 

During the nine months ended September 30, 2007, the incurred the following expenses with management, directors or companies with a common director:

 

 

Nine months ended September 30,

 

2007

2006

 

Consulting and management fees

 

$     62,385

 

$    35,875

 

The expenses were measured at the exchange amount, which is the amount agreed upon by the transacting parties and are on terms and conditions similar to non-related entities.

 

 

 



 

 

 

Pan American Gold Corporation

(an Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Unaudited – prepared by management)

For the Three and Nine Months Ended September 30, 2007 and 2006

 

Note 5 – Subsequent Events

 

Subsequent to September 30, 2007, 185,000 options were exercised for net proceeds of $9,250US.

 

 

 



 

 

PAN AMERICAN GOLD CORPORATION

FORM 51-102F1

MANAGEMENT’S DISCUSSION AND ANALYSIS

November 27, 2007

The following discussion and analysis of our financial condition and results of operations for the quarter ended September 30, 2007 and September 30, 2006 should be read in conjunction with our audited consolidated financial statements and related notes dated December 31, 2006 and the interim unaudited financial statements ended March 31, 2007 and June 30, 2007. Our financial statements were prepared in accordance with generally accepted accounting principles in Canada. All dollar amounts included in the following discussion are expressed in Canadian dollars unless otherwise noted.

Our company’s Chief Executive Officer and Chief Financial Officer are responsible for maintaining our disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures operated effectively as of September 30, 2007.

Notice Regarding Forward-Looking Statements

This discussion and analysis of our financial condition and results of operations contains “forward-looking statements” within the meaning of applicable Canadian securities legislation that reflect our current expectations, forecasts and assumptions.

Generally, forward looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words or phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. Readers are advised to consider such forward-looking statements in light of the risks set forth in our filings that are available on the SEDAR website at www.sedar.com. We do not undertake to update any forward-looking statements that are included herein.

Nature of Business

Our company was incorporated under the laws of the Province of Ontario (specifically under the Ontario Business Corporations Act) on April 24, 1967 under the name “Jolly Jumper Products of America Limited”. On September 25, 1987, our name was changed to “Sun Valley Hot Springs Ranch Inc.” Our name changed to “Tri-Valley Free Trade Inc.” on March 26, 1991 and to “Tri-Valley Investments Corporation” on June 19, 1995. On October 2, 1998, our name changed to “Tri-Lateral Venture Corporation” and, on May 6, 2004, our name was changed to our present legal and commercial name “Pan American Gold Corporation”. We are a reporting issuer under the securities

 

 



 

laws of the Province of Ontario. We are a foreign private issuer with a class of securities registered under Section 12(g) of the United States Securities Exchange Act of 1934, as amended. Our common shares are quoted on the OTC Bulletin Board under the symbol “PNAMF”.

We are in the business of acquiring, exploring and developing (when appropriate) natural resource properties. We own the Lennie property, a gold exploration project located in the Red Lake gold camp in Ontario, Canada.

We do not have defined mineral resources or reserves on any of our exploration properties. Discovering new mineral deposits is dependent on a number of factors including the experience of exploration personnel involved, the location of the property, and most important, stable funding of exploration programs. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors including country of location, size, grade, and proximity to infrastructure, as well as metal prices. The prices of most metals, including gold, have increased significantly over the past two years, improving the probability of success that a new discovery will be economic, as well as the improving access to capital to finance on-going activities.

Overview of Operations

Option of Nayarit State, Mexico Gold Property

On May 15, 2006, we entered into a letter agreement whereby we can earn a 100% interest in the Huicicila gold and silver property located in Nayarit State, Mexico. A due diligence review was completed. On July 6, 2006, we incorporated a wholly-owned Mexican company, Compania Minera P.A.M., S.A. de C.V. A definitive option agreement was executed through this subsidiary on October 3, 2006. The Company completed phase one of the exploration program. Earlier in the year, the Company abandoned the property as a result of inability to complete payment obligations to the property owner. The abandonment was reflected in the Company’s first and second quarter financial statements.

Private Placements

The company completed a private placement in the current quarter whereby 1,000,000 units were sold at a price of $0.05US per unit. Each unit consists of a share and a share purchase warrant exercisable at $0.05US per warrant.

Management Changes

There were no changes in management during the quarter.

General Activities

We have maintained our Red Lake property and have had discussions with resource companies over the past year with respect to optioning an interest in the property for an exploration commitment.

We continue to review additional prospective resource properties and pursue additional financing.

 

 



 

 

Selected Annual Information

 

2006

2005

2004

Total Revenue

Nil

Nil

Nil

Income (loss) before discontinued operations and extraordinary items

 

Total

$ (290,284)

$ (428,078)

$ (982,572)

Per share

$ (0.01)

$ (0.01)

$ (0.03)

Income (loss) after discontinued operations and extraordinary items

 

Total

(290,284)

(428,078)

(982,572)

Per share

$ (0.01)

$ (0.01)

$ (0.03)

Total Assets

307,117

3,250,702

3,428,573

Long Term Liabilities

Nil

3,134,515

2,923,968

Dividends

Nil

Nil

Nil

In 2004, we conducted significant exploration activities until a shortage of available funds necessitated a reduction in activity in 2005. In 2002 and 2003, we were relatively inactive while we restructured our operations. During 2005, we continued to look for new properties and to secure financing. In April 2006, we closed a US$500,000 private placement financing. This capital was used to advance the Huicicila property in Mexico and to review additional prospective resource projects. Subsequently, due to lack of available financing, we abandoned the property.

Results of Operations

At September 30, 2007, we had working capital deficiency of $66,509 compared with working capital deficiency of $5,504 at December 31, 2006. We will require additional financing during the next twelve month period to provide adequate funds for general working capital, to review additional prospective resource properties and to carry out exploration activities on our property, which, if not raised, could require curtailment of activities in the future.

Our net loss for the three month period ended September 30, 2007 totaled $122,603 as compared to a net loss of $89,351 for the same period in 2006. This was mostly due to a general and administrative expenses totalling $133,598. Our expenses increased to $81,909 for the three months ended September 30, 2007 as compared to $91,332 from the comparative period in 2006. Notable increases were incurred for consulting fees.

 

 

 

 



 

 

The following is a summary of our financial results for the eight most recently completed quarters:

 

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q4

 

Sept 30

June 30

March 31

Dec 31

Sept 30

June 30

March 31

Dec 31

 

2007

2007

2007

2006

2006

2006

2006

2005

Total revenues

$-

$-

$-

$-

$-

$-

$-

$-

Net income (loss)

(122,603)

(64,905)

(340,661)

(263,447)

(89,350)

139,266

(76,753)

(51,515)

Per share

$(0.00)

$(0.00)

$(0.01)

$(0.01)

$ 0.00

$(0.00)

$(0.00)

$(0.00)

Per share, fully diluted

 

$(0.00)

 

$(0.00)

 

$(0.01)

 

$(0.01)

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

Liquidity

We had total assets of $39,909 as at September 30, 2007, which consisted of cash of $3,721 and other receivables of $22,918. We had no long-term liabilities as at September 30, 2007.

At September 30, 2007, we had working capital deficiency of $66,509. We will require additional funds to continue operations during the next twelve month period. We intend to raise required funds through debt issues or private placement financings of our equity securities. However, we can offer no assurance that we will be successful in raising such funds on terms favourable to us when required.

We intend to focus on reviewing and acquiring additional prospective resource properties during the fourth quarter of 2007 and the first quarter of 2008.

Capital Resources

We do not own any producing mineral properties. Capital required to operate must come from debt or equity financings or from other sources such as joint venture partners.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Transactions with Related Parties

During the three months ended September 30, 2007, our company entered into the following related party transactions:

 

 

 



 

 

 

1.

Our company paid a total of $16,159 in consulting fee during the quarter ended September 30, 2007 to LF Ventures Inc., a company controlled by a director of our company, as compared to $10,378 for consulting fees during the quarter ended September 30, 2006.

 

2.

Our company incurred $5,100 in consulting fees during the quarter ended September 30, 2007 to the CFO of the company, as compared to nil during the quarter ended September 30, 2006

Critical Accounting Estimates

We have adopted depreciation policies, which, in the opinion of management, are reflective of the estimated useful lives and abandonment cost, if any, of our assets. We have not currently recorded any amounts in respect of abandonment, as none of these costs have been identified at present.

In addition, we are capitalizing costs related to the development and furtherance of development properties. The recovery of those costs will be dependant on our ability to discover and develop economic reserves and then develop the projects in an economic fashion. Management believes that costs capitalized in respect of these projects are not impaired and no adjustments to carrying values are required at this time.

We use the Black Scholes valuation model in calculating stock based compensation expenses. The model requires that estimates be made of volatility; interest rates and the ensuing results could vary significantly if changes are made in these assumptions.

Financial Instruments and Other Instruments

Our financial instruments consist of cash, other receivables, accounts payable and accrued expenses, and loans payable. The Company has one loan payable outstanding which is non-interest bearing in the amount of $62,600. A second loan outstanding in the amount of $10,806 that bore interest at 12% per annum was repaid during the quarter. The outstanding loan has no specific terms of repayment and is unsecured.

It is management’s opinion that our company is not exposed to significant interest, currency or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where separately disclosed.

Internal Controls

There has been no change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Outstanding Share Data

As of November 25, 2007, there were 37,766,256 fully paid and non-assessable shares of our common stock issued and outstanding. In addition, we had 1,260,000 options issued and outstanding as of September 30, 2007. We also had 814,140 share purchase warrants issued and outstanding as of September 30, 2007.

 

 

 

 



 

 

Additional Disclosure for Venture Issuers without Significant Revenue

 

Nine Month Period Ended September 30, 2007

Nine Month Period Ended September 30, 2006

Capitalized or expensed Exploration and Development Costs

$ 43,245

$100,594

Expensed Research and Development Costs

Nil

Nil

General and Administrative Expenses

$ 343,525

$220,759

Material Costs

Nil

Nil

Capitalized or Expensed Exploration and Development Costs

For the Huicicila (Miravalles) property, we expensed $206,682 during the nine month period ended September 30, 2007 and $100,099 during the same period for 2006. The cumulative capitalized investment of $206,682 was written off during the period ended June 30, 2007.

Additional Information

Additional information relating to our company is available for viewing on the SEDAR website at www.sedar.com.

 

 

 



 

 

 

Form 52-109F2 Certification of Interim Filings

I, Steve Bajic, Chief Executive Officer of Pan American Gold Corporation, certify that:

1.         I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Pan American Gold Corporation, (the issuer) for the interim period ending September 30, 2007;

2.         Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.         Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.         The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a)       designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b)       designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5.         I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: November 29, 2007

/s/ Steve Bajic___________

Steve Bajic

Chief Executive Officer

 

 

 



 

 

Form 52-109F2 Certification of Interim Filings

I, Martin Bajic, Chief Financial Officer of Pan American Gold Corporation, certify that:

1.         I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Pan American Gold Corporation, (the issuer) for the interim period ending September 30, 2007;

2.         Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.         Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.         The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a)       designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b)       designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5.         I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: November 29, 2007

/s/ Martin Bajic___________

Martin Bajic

Chief Financial Officer

 

 

 



 

 

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 Gold Corporation

 

/s/ Steve Bajic

Steve Bajic,

President and Director

Date: January 15, 2008

 

 

 

CW1624467.1

 

 

 

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