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Entry into a Material Definitive
Agreement, Unregistered Sale of Equi
ITEM 1.01. ENTRY INTO A MATERIAL AGREEMENT.
On March
3, 2011, Pan American Goldfields Ltd. (the "Company") issued a
press release announcing that it had executed an agreement with Compania Minera Alto Rio Salado
S.A., a private Argentine entity, for the acquisition of the 15,000 hectare
Cerro Delta project (the "Project") in northwest La Rioja Province,
Argentina. Under the terms of the agreement, the Company must pay $150,000
upon signing, and $200,000 on the first anniversary, $500,000 on the second
anniversary, $750,000 on the third anniversary, $1.2 million on the fourth
anniversary, and $2.2 million on the fifth anniversary of the signing, with a
final option payment of $5 million to purchase a 100% interest in the Project
payable on the sixth anniversary of the signing. A copy of this press release
is furnished herewith as Exhibit 99.1.
In
conjunction with the acquisition, the Company completed a private placement
of 5,000,000 million units at $0.20 per unit, for total proceeds of $1
million. Each unit consists of one share and one share purchase warrant. Each
warrant is exercisable for one share of common stock at an exercise price of
$0.30 for a period of two years from the closing date. The securities were
issued to (i) U.S. "accredited investors"
as defined in Regulation D promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), in reliance on the exemptions from
registration afforded by Section 4(2) of the Act and Rule 506 of Regulation D
promulgated thereunder, and in reliance on similar
exemptions under applicable state laws; and (ii) Canadian and non-U.S.
investors under Regulation S of the Act. The shares of common stock and
warrants underlying the units have not been registered under the Securities
Act and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the Securities
Act.
The
private placement subscription agreement with U.S. investors, the private
placement subscription agreement with Canadian and Non-U.S. investors and the
forms of warrants are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit
10.3 and Exhibit 10.4, respectively, and are incorporated herein by
reference. The foregoing description of the private placement subscription
agreements and forms of warrants do not purport to be complete and are
qualified in their entirety by reference to the full text of the private
placement subscription agreements and forms of warrants attached hereto.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The
information set forth in Item 1.01 is hereby incorporated into this Item 3.02
by reference.
NO OFFER
OR SOLICITATION
This Current Report on Form 8-K is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the offer or otherwise.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On March
3, 2011, the Company announced the appointment of Bruno Le Barber as a member
of the Board of Directors. Mr. Le Barber, age 37, is a co-founder of Vortex
Capital, its Managing Director and co-CIO of Vortex Capital Global Precious
Metals Fund Ltd. Prior to that time, Mr. Le Barber spent over three years at
Morgan Stanley in London in the GMTS (Global Market Trading Strategy) team.
He served as a Vice President and their role was advising internally
proprietary trading desk and a large base of Alternative Investment Funds, a
global macro team publishing macro-economic studies on a regular basis. Mr.
Le Barber also previously served as a global technical strategist and
pan-European institutional sales person with ABN Amro
in Paris for over two years. Mr. Le Barber began his career as an assistant
portfolio manager at Leven Gestion in Paris in
1997, where he took part in the investment committee and was involved in
stock selection. Mr. Le Barber holds a Business Degree from Bordeaux's Essica.
In
connection with his appointment, Mr. Le Barber will receive a monthly
director's fee of $2,000 and has entered into the Company's standard form of
indemnification agreement. Pursuant to this agreement, subject to the
exceptions and limitations provided therein, the Company has agreed to hold
harmless and indemnify Mr. Le Barber to the fullest extent permitted by law
against any and all liabilities and expenses in connection with any
proceeding to which such director was, is or becomes a party, arising out of
his services as an officer, director, employee, agent or fiduciary of the
Company or its subsidiaries. The foregoing description is qualified in its
entirety by the full text of the form of indemnification agreement, which is
filed as Exhibit 10.5 attached hereto and is incorporated by reference
herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Exhibit Description
10.1 Form of Private
Placement Subscription Agreement, dated March 3, 2011,
by and between the Company and the U.S.
investors named therein.
10.2 Form of Private
Placement Subscription Agreement, dated March 3, 2011,
by
and between the Company and the Canadian and Non-U.S. investors named
therein.
10.3 Form of Warrant,
by and between the Company and the U.S. subscribers
10.4 Form of Warrant,
by and between the Company and the Canadian and
Non-U.S. subscribers
10.5(1) Form of Director and Officer
Indemnification Agreement
99.1 Press Release,
dated March 3, 2011.
# Indicates
management contract or compensatory plan
(1) Incorporated by
reference to Registrant's Current Report on Form 8-K,
filed on July 6, 2010 (File No. 000-23561)
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