Exhibit 10.1


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

            November 8, 2002

ITEM 3.     PRESS RELEASE

            A press release was issued by the Company on November 8, 2002 at
            Vancouver, British Columbia and distributed through the facilities
            of Canada NewsWire.

ITEM 4.     SUMMARY OF MATERIAL CHANGE

            The Company announced that it has entered into two agreements with
            Volcan Compania Minera S.A.A. ("VOLCAN") regarding two large
            silver-bearing stockpiles located adjacent to Volcan's Cerro de
            Pasco operation in central Peru. The first agreement grants the
            Company the right to acquire a 60% interest in the stockpiles by
            spending US$2 million on the project over a three-year period. The
            second agreement grants the Company the right to mine and sell
            600,000 tonnes of the richest silver stockpiles to a nearby smelter,
            which will use them as flux in its smelting operation. A ten-year
            contract has been negotiated with the smelter and stockpiles sales
            are expected to average approximately 46,000 tonnes per year
            resulting in an annual silver production of approximately 500,000
            ounces at an estimated total production cost of less than US$2 per
            ounce. The purchase price will be US$4 million, payable in common
            shares of the Company valued at current market prices, plus a
            one-third production bonus to Volcan after the Company has recovered
            its acquisition costs, operating costs, deemed taxes and interest on
            the acquisition cost.



ITEM 5.     FULL DESCRIPTION OF MATERIAL CHANGE

            The Company announced that it has entered into two agreements with
            Volcan, a major Peruvian mining company regarding two large
            silver-bearing stockpiles located adjacent to Volcan's Cerro de
            Pasco operation in central Peru, about 36 km from the Company's
            Huaron mine.

            The first agreement grants the Company the right to acquire a 60
            percent interest in the stockpiles by spending US$2 million on the
            project over a three-year period. In the twelve months following
            this period, the Company can increase its interest to 100 percent by
            paying Volcan US$3 million and granting Volcan a seven percent
            royalty on commercial production from the stockpiles. The first
            phase of the Company's work will be a detailed definition drilling
            program to confirm historic resources estimated by Volcan to be 26
            million tonnes of stockpiles grading 227 g/t silver (a contained
            silver resource of more than 180 million ounces). The second phase
            will comprise detailed metallurgical studies and economic evaluation
            designed to determine the economics of commercial extraction.
            Historic studies indicate that a silver price in excess of US$6.50
            would be required to profitably recover the contained silver. The
            Company's work will investigate this in detail and seek to improve
            project economics.

            The second agreement grants the Company the right to mine and sell
            600,000 tonnes of the richest silver stockpiles to a nearby smelter,
            which will use them as flux in its smelting operation. A ten-year
            contract has been negotiated with the smelter and stockpile sales
            are expected to average approximately 46,000 tonnes per year
            resulting in annual silver production of approximately 500,000
            ounces at an estimated total production cost of less than US$2 per
            ounce. The purchase price will be US$4.0 million, payable in the
            Company's common shares valued at current prices, plus a one-third
            production bonus to Volcan after the Company has recovered its
            acquisition costs, operating costs, deemed taxes and interest on the
            acquisition cost.


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:         Gordon Jang
            Office:       Controller and Corporate Secretary
            Telephone:    (604) 684-1175


                                     - 2 -




ITEM 9.     STATEMENT OF SENIOR OFFICER

            The foregoing accurately discloses the material change referred to
            herein.


            DATED at Vancouver, British Columbia, this ___ day of November,
            2002.




                           /s/ Gordon Jang
                           -----------------------------------------------------
                           Signature of a senior officer of the reporting issuer

                           Gordon Jang, Controller and Corporate Secretary


                                     - 3 -