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 February 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):
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ONTARIO
FORM 51-102F3
MATERIAL CHANGE REPORT
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Item 1. |
Name and Address of Company |
State the full name of your company and the address of its principal office in Canada:
Pan American Gold Corporation (the “Company”)
501-1540 West 2nd Avenue
Vancouver, BC V6J 1H2
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Item 2. |
Date of Material Change |
February 15, 2008
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Item 3. |
News Release |
State the date and method(s) of dissemination of the news release issued under section 7.1 of National Instrument 51-102.
News Release dated February 15, 2008 was disseminated via Businesswire.com. on February 15, 2008.
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Item 4. |
Summary of Material Change |
Provide a brief but accurate summary of the nature and substance of the material change.
The Company announced the resignation of Denny Roman as a director of the Company and the appointment of Brent Petterson as a director of the Company.
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Item 5. |
Full Description of Material Change |
Supplement the summary required under item 4 with sufficient disclosure to enable a reader to appreciate the significance and impact of the material change without refer to other material. Management is in the best position to determine what facts are significant and must disclose those facts in a meaningful manner. See also item 7.
Some examples of significant facts relating to the material change include: dates, parties, terms and conditions, description of any assets, liabilities or capital affected, purpose, financial or dollar values, reasons for the change, and a general comment on the probable impact on the reporting issuer or its subsidiaries. Specific financial forecasts would not normally be required.
Other additional disclosure may be appropriate depending on the particular situation.
See attached Schedule “A”.
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Item 6. |
Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
If this report is being filed on a confidential basis in reliance of subsection 7.1(2) or (3) of National Instrument 51-102, state the reasons for such reliance.
Not Applicable.
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Item 7. |
Omitted Information |
State whether any information has been omitted on this basis that it is confidential information.
In a separate letter to the applicable regulator or securities regulatory authority marked “Confidential” provide the reasons for your company’s omission of confidential significant facts in the Report in sufficient detail to permit the applicable regulator or securities regulatory authority to determine whether to exercise its discretion to allow the omission of these significant facts.
Not Applicable.
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Item 8. |
Executive Officer |
Give the name and business telephone number of an executive officer of your company who is knowledgable about the material change and the Report, or the name of an officer through whom such executive officer may be contacted.
Steve Bajic
President and Director
604.738.3882
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Item 9. |
Date of Report |
February 18, 2008.
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Schedule “A”
Pan American Gold Corporation
Suite 501 – 1540 West 2nd Avenue
Vancouver, BC V6J 1H2
February 15, 2008
FOR IMMEDIATE RELEASE:
Resignation and Appointment of Directors
Vancouver, BC - Pan American Gold Corporation (OTC BB: PNAMF) (the “Company”) announces that Denny Roman has resigned as a director of the Company. The Company has appointed Brent Petterson as a director in place of Denny Roman.
Mr. Petterson is a certified general accountant. He has fifteen years experience in financial reporting matters associated with public companies. He is currently on the board of directors of Garibaldi Resources Corp. and is the Chief Financial Officer of Pacific Coast Nickel Corp.
Pan American Gold Corporation is a Canadian-based mineral exploration company quoted on the OTC Bulletin Board (Symbol: PNAMF). Pan American is focused on enhancing shareholder value by identifying, exploring, and developing world-class resource projects with a current focus on properties in Mexico and Canada.
For more information, please contact:
Investor Relations
604-288-8376
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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 Gold Corporation
/s/ Steve Bajic
Steve Bajic,
President and Director
Date: February 19, 2008
CW1687688.1