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 the month of November 2006
Commission File No.:0-30308
SOUTHWESTERN RESOURCES CORP.
Suite #1650, 701 West Georgia Street, Vancouver, British Columbia, Canada, V7Y 1C6
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F X
Please note that pursuant to Rule 12g3-2(d)(l), this registrant, being registered under Section 12 is not eligible for exemption under Rule 12g3-2(b). Accordingly, the following two questions are not relevant to this registrant and are therefore left blank.
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 ___
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
EXHIBIT LIST
99.1 Third Quarter Report 2006
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.
SOUTHWESTERN RESOURCES CORP.
“Thomas W. Beattie”
By:
Thomas W. Beattie
Vice President, Corporate Affairs
Date:
December 8, 2006
NOTE: If any of the Company’s securities of a listed class are held by the Company itself or by any subsidiary of the Company (which securities are herein referred to as “internally-held securities”), such internally-held securities must not be counted as “issued and outstanding.”
Internally-held securities may result from the Company not cancelling shares acquired pursuant to an issuer bid or as a consequence of a subsidiary of the Company retaining or obtaining shares of the Company through a merger, amalgamation, arrangement or reorganization involving the Company.
Options Exercised: (SUBTRACT) Shares issued on exercise must also be subtracted in the table entitled “Shares Reserved” below
| Date or Exercise | Name of Optionee | Date of Grant | Exercise Price | # of Options Exercised |
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Share Appreciation Rights or Market Growth Feature (“SAR”) in tandem with Stock Options.
| Date of Exercise / Canc. | Name of Optionee | Date of | # Options Canc. | # Shares Issued* |
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*Shares may, or may not be issued however “Shares Reserved” (for Stock Option Plan) may require a deduction in accordance with TSE acceptance of the Plan. Please ensure all applicable changes are noted.
Options Cancelled/Terminated: (SUBTRACT) If an option is cancelled prior to its natural expiry date, for reasons other than termination of employment or natural expiry, the entry should be noted with a * and an explanation provided below.
| Date of | Name of Optionee | Date of | Expiry | Exercise Price | Number |
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*Does Not Include The 300,000 Options Issued To Mr. Jauristo As An Inducement.
All information reported in this Form is for the month ofNovember 2006
Filed on behalf of the Company by: | |
NAME | Susy Horna |
PHONE / EMAIL | (604) 669 2525 - susyh@swgold.com |
DATE | December 7, 2006 |
FORM 51-102F3
Material Change Report
ITEM 1.
REPORTING ISSUER
SOUTHWESTERN RESOURCES CORP. (the “Issuer”)
Suite 1650, 701 West Georgia Street
Vancouver, British Columbia, V7Y 1C6
ITEM 2.
DATE OF MATERIAL CHANGE
November 8, 2006.
ITEM 3.
PRESS RELEASE
Issued November 8, 2006 and distributed through the facilities of CCN Matthews.
ITEM 4.
SUMMARY OF MATERIAL CHANGE
The Issuer (“Southwestern”) announces that Zincore Metals Inc. (“Zincore”), formed as a wholly owned subsidiary in 2005 to maximize the value of Southwestern’s zinc assets in Peru, has closed its IPO and will commence trading today on the Toronto Stock Exchange under the symbol ZNC.
ITEM 5.
FULL DESCRIPTION OF MATERIAL CHANGE
See attached News Release.
ITEM 6.
RELIANCE ON SUBSECTION 7.1(3) OF NATIONAL INSTRUMENT 51-102
Not applicable. This report is not being filed on a confidential basis
ITEM 7.
OMITTED INFORMATION
No information has been omitted on the basis that it is confidential information.
ITEM 8.
EXECUTIVE OFFICER
Contact:
Thomas W. Beattie, VP Corporate Affairs
Telephone:
(604) 669 2525
DATED at Vancouver, B.C., this 8th day of November 2006.
![[southwestern6k121206002.gif]](https://capedge.com/proxy/6-K/0001137171-06-002226/logo.gif){kind=logo}
SOUTHWESTERN RESOURCES CORP.
NEWS RELEASE
This news release, required by applicable Canadian laws, is not for distribution to U.S. newswire services or for dissemination in the U.S., and does not constitute an offer of the securities described herein. |
ZINCORE METALS CLOSES IPO AND COMMENCES TRADING ON THE TSX
November 8, 2006
Vancouver, B.C. –Southwestern Resources Corp. (SWG-TSX) (“Southwestern”) announces that Zincore Metals Inc. (“Zincore”), formed as a wholly owned subsidiary in 2005 to maximize the value of Southwestern’s zinc assets in Peru, has closed its IPO and will commence trading today on the Toronto Stock Exchange under the symbol ZNC.
“By transferring our zinc assets in Peru into a pure zinc company, Southwestern can now focus on our core gold and copper properties,” said Southwestern’s President and CEO, John Paterson. “Southwestern will remain the largest shareholder in Zincore and will benefit from its growth and value creation.”
The Zincore IPO was priced at $0.50 per share and consisted of 38 million shares. The offering was underwritten by a syndicate led by Canaccord Capital Corporation, and including Raymond James Ltd. and Octagon Capital Corporation. Zincore has granted the underwriters a 30-day option to purchase an additional two million shares at the IPO price to cover over-allotments.
Net proceeds of $17.8 million from the IPO will be used by Zincore for exploration, drilling and technical work on the Accha-Yanque project and its other zinc properties, as well as general and administrative costs and general working capital.
Zincore’s portfolio of assets includes the advanced Accha-Yanque property in southern Peru, a 30-kilometre long belt that contains historic and current resources and numerous other occurrences of zinc oxide mineralization. Zincore also has seven earlier stage zinc properties, all in southern Peru. In addition, the company has signed a letter of intent with Brett Resources Inc. (“Brett”) to earn, subject to conditions, up to an 80% interest in Brett’s Cerro Condorini zinc property in southern Peru.
Southwestern holds 38.6 million shares in Zincore (a 51.74% interest prior to any exercise of the over-allotment option). As disclosed in Zincore’s prospectus, Southwestern’s shareholdings in Zincore are subject to escrow provisions, and 34 million of such shares are also subject to a two-year lock-up agreement. Southwestern does not presently intend to increase its shareholdings in Zincore. A copy of the early warning report being filed by Southwestern may be obtained by contacting Sonya Reiss, Corporate Counsel, at (604) 669-2525.
About Southwestern
Southwestern is a Vancouver-based mineral exploration company focused on grass roots discoveries of gold and copper in southern Peru and the acquisition of early- to advanced-stage gold projects in China. At the end of June 2006, Southwestern had working capital of $52.3 million, total assets of more than $100 million, and no long-term debt. Southwestern is a reporting issuer in British Columbia, Alberta, Manitoba, and Ontario and trades on the Toronto Stock Exchange under the symbolSWG.
About Zincore
Zincore’s strategy is to become a leading, low-cost zinc producer with the immediate objective of advancing its Accha-Yanque zinc oxide project toward a development decision through a disciplined process of exploration, drilling and resource definition, and technical studies. The company holds a portfolio of other zinc exploration properties in southern Peru and intends to pursue additional zinc opportunities elsewhere in Latin America and China.
Forward-looking Statements
Statements in this release that are forward looking are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and elsewhere in Southwestern's periodic filings with Canadian securities regulators and in the prospectus of Zincore in connection with the offering which is filed on SEDAR. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. Southwestern and Zincore do not assume the obligation to update any forward-looking statements.
For more information please contact:
Southwestern Resources Corp. | Zincore Metals Inc. |
Meghan Brown | Greg Martin |
Manager, Investor Relations | Vice President and CFO |
(604) 669-2525 | (604) 669-6611 |
investorrelations@swgold.com | investorrelations@zincoremetals.com |
FORM 51-102F3
Material Change Report
ITEM 1.
REPORTING ISSUER
SOUTHWESTERN RESOURCES CORP. (the “Issuer”)
Suite 1650, 701 West Georgia Street
Vancouver, British Columbia, V7Y 1C6
ITEM 2.
DATE OF MATERIAL CHANGE
November 30, 2006.
ITEM 3.
PRESS RELEASE
Issued November 30, 2006 and distributed through the facilities of CCN Matthews.
ITEM 4.
SUMMARY OF MATERIAL CHANGE
The Issuer (“Southwestern”) announces that the latest drilling has encountered high grade gold mineralization at the Boka 1 South Zone and has expanded the zone to the north. Highlights of the drill results include intersections of 13.4 metres of 7.3 grams per tonne gold, 22.0 metres of 3.1 grams per tonne gold and 14.0 metres of 4.9 grams per tonne gold in hole B06-204, 14.3 metres of 18.9 grams per tonne gold in hole B06-207, 17.4 metres of 4.9 grams per tonne gold and 26.9 metres of 4.3 grams per tonne gold in hole B06-208.
ITEM 5.
FULL DESCRIPTION OF MATERIAL CHANGE
See attached News Release.
ITEM 6.
RELIANCE ON SUBSECTION 7.1(3) OF NATIONAL INSTRUMENT 51-102
Not applicable. This report is not being filed on a confidential basis
ITEM 7.
OMITTED INFORMATION
No information has been omitted on the basis that it is confidential information.
ITEM 8.
EXECUTIVE OFFICER
Contact:
Thomas W. Beattie, VP Corporate Affairs
Telephone:
(604) 669 2525
DATED at Vancouver, B.C., this 30th day of November 2006.
SOUTHWESTERN RESOURCES CORP.
NEWS RELEASE
LATEST DRILLING ENCOUNTERS HIGH GRADE GOLD AND EXPANDS BOKA 1 SOUTH, BOKA GOLD PROJECT, YUNNAN
November 30, 2006
Vancouver, BC –Southwestern Resources Corp. (SWG-TSX) (“the Company”) is pleased to announce that the latest drilling has encountered high grade gold mineralization at the Boka 1 South Zone and has expanded the zone to the north. Highlights of the drill results include intersections of13.4 metres of 7.3 grams per tonne gold, 22.0 metres of 3.1 grams per tonne gold and 14.0 metres of 4.9 grams per tonne gold in hole B06-204, 14.3 metres of 18.9 grams per tonne gold in hole B06-207, 17.4 metres of 4.9 grams per tonne gold and 26.9 metres of 4.3 grams per tonne gold in hole B06-208.
B06-204 and B06-208 are located on a new section at Boka 1 South, 50 metres north of previous drilling. Gold mineralization was also intersected in hole B06-212 located on a drill section a further 50 metres north of holes B06-204 and B06-208. Results of this drilling confirm a 100 metre extension of the Boka 1 South Zone in a northerly direction and the zone remains open. In addition, a previously unknown gold zone was intersected at 342 metres downhole in B06-204. High-grade gold mineralization was also intersected in hole B06-207 and included a4.10 metre interval grading 63.1 grams per tonne gold. Five diamond drill rigs are currently operating at Boka 1.
Southwestern’s President, John Paterson, states: “We are very pleased that we have confirmed extensions to the north within the Boka 1 South Zone and plan to further extend our drill grid in this area.”
The Boka Project is comprised of 157 kilometres of exploration concessions and mining leases in Yunnan Province, and is accessible by 265 kilometres of paved road north of the capital city of Kunming. The pre-feasibility study at Boka 1 is focusing on geological modeling and resource estimation, mining and metallurgy, environmental and social impact studies. The pre-feasibility study is being carried out under the direction of Ausenco Limited and is anticipated to be completed by the second quarter of 2007.
For drill hole locations, please see the Company’s website atwww.swgold.com.
Details of the latest drilling are listed in the following table:
| Intersection | Core Interval* (metres) | GOLD Assay (grams/tonne) | |
Hole No. | From (metres) | To (metres) | ||
B06-199 | 20.70 | 30.20 | 9.50 | 3.50 |
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B06-202 | No significant results | |||
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B06-203 | 71.00 | 81.00 | 10.00 | 2.70 |
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B06-204 | 35.10 | 48.50 | 13.40 | 7.30 |
including | 35.10 | 37.00 | 1.90 | 30.70 |
| 54.50 | 76.50 | 22.00 | 3.10 |
| 342.00 | 356.00 | 14.00 | 4.90 |
including | 342.00 | 350.00 | 8.00 | 7.50 |
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B06-205 | 59.50 | 63.50 | 4.00 | 5.10 |
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B06-206 | 35.50 | 37.50 | 2.00 | 1.80 |
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B06-207 | 23.00 | 39.00 | 16.00 | 6.70 |
including | 33.00 | 37.00 | 4.00 | 21.90 |
| 61.30 | 75.60 | 14.30 | 18.90 |
including | 65.50 | 69.60 | 4.10 | 63.10 |
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B06-208 | 82.60 | 100.00 | 17.40 | 4.90 |
| 114.00 | 124.00 | 10.00 | 1.70 |
| 151.50 | 178.40 | 26.90 | 4.20 |
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B06-209 | 169.60 | 180.00 | 11.40 | 2.40 |
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B06-211 | 71.00 | 82.00 | 11.00 | 2.80 |
| 91.00 | 96.10 | 5.10 | 3.20 |
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B06-212 | 75.70 | 79.70 | 4.00 | 1.40 |
| 204.10 | 232.55 | 28.45 | 1.90 |
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B06-213 | 10.30 | 22.10 | 11.80 | 3.40 |
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B06-214 | 135.80 | 142.70 | 6.90 | 2.30 |
| 162.20 | 174.40 | 12.20 | 1.90 |
| 208.10 | 220.00 | 11.90 | 2.40 |
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B06-215 | 281.35 | 283.75 | 2.40 | 3.10 |
*True widths are not known at this time.
Zone 19
Follow-up of an extensive gold in soil anomaly resulted in the discovery of the Zone 19 gold mineralization which is located within brecciated silicified carbonaceous shale. Zone 19 is located 1.3 kilometres to the southwest of the Boka 1 South Zone. Several trenches and two adits were completed to determine grades and thickness prior to drill testing.
Results of the trench and adit sampling have shown that Zone 19 is comprised of two main breccias situated on a west facing slope and separated by approximately 100 metres of unaltered rock. The two zones vary in thickness from 10 metres to 20 metres and extend in a north-south direction for 900 metres. Assay results from the trenching show quite variable gold grades with 1.5 metre to 2.00 metre individual channel samples ranging between 0.1 gram per tonne gold to 38.7 grams per tonne gold. Within tunnel PD-1, a composite channel of nine metres graded 8.6 grams per tonne gold. A composite channel in tunnel PD-2 over an interval of 3.8 metres graded 1.0 grams per tonne gold.
The Company plans to drill test Zone 19 in early 2007.
About Southwestern
Southwestern Resources is a Vancouver-based mineral exploration company engaged in the identification, acquisition, evaluation and exploration of gold, silver and base metals mineral properties in China and Peru. At the end of September 2006, the Company had working capital of $47.2 million, total assets of over $100 million, and no debt. Southwestern Resources is a reporting issuer in British Columbia, Alberta, Manitoba, and Ontario and trades on the Toronto Stock Exchange under the symbol SWG.
Quality Control
Southwestern has implemented a quality control program to ensure best practice in lithogeochemical sampling and analysis of soil, rock chips, trench, tunnel and drill core samples.
All drill core samples (approximately two metre, half-core composites) are shipped directly in security sealed bags to the SGS-China Laboratories preparation facility in Kunming. The entire composite is prepped to –10 mesh and a 500 gram split is sent to the SGS-CSTC Standards Technical Services Ltd. facility in Tianjan for conventional fire assay using a 50 gram charge. Other elements are analyzed using ICP methods at the SGS Canada Inc. facilities in Mississauga, Ontario.
Exploration samples (rock chip, soil, trench and tunnel) are shipped directly in security sealed bags to the assay laboratory of the Northwest Non-Ferrous Geology Research Institute (ISO 9002) located in Xian, Shanxi Province, China and are digested in an aqua regia acid digestion and analyzed for gold and various other elements using atomic absorption.
The Company submits its own standards as a measure of the accuracy of the analysis. Field duplicates and pulp duplicates are routinely analyzed for precision. Routine assay checks from drill core are made at ALS Chemex in Vancouver, B.C. Sample results are received in batches and not as assays for an entire drill hole.
John Zhang, Project Manager for Southwestern in China, is carrying out the exploration program. John Paterson, President, Southwestern Resources Corp. and a member of AUSIMM is the Project’s qualified person as defined under National Instrument 43-101.
Forward-looking Statements
Statements in this release that are forward-looking are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and elsewhere in the Company's periodic filings with Canadian securities regulators. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The Company does not assume the obligation to update any forward-looking statement.
For more information please contact:
Meghan Brown, Manager Investor Relations
Tel. (604) 669-2525 / Fax (604) 688-5175
E-mail:info@swgold.com
www.swgold.com
To: | Advisory Affairs Toronto Stock Exchange 130 King Street West Toronto, Ontario M5X 1J2 | Fax: Telephone: Email: | 416-947-4547 416-947-4616 advisoryaffairs@tsx.ca |
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Sent by: | Southwestern Resources Corp. |
| Susy H. Horna |
| (604)669 2525 |
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| Company Name |
| Contact Name: |
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RE: NORMAL COURSE ISSUER BID MONTHLY REPORT
Transactions for | November 2006 |
| 366,900 | |
| Month |
| Total to date for this NCIB | |
Bid Details: | ||||
Listed Company: | Southwestern Resources Corp. | |||
Duration of Bid: | One year | |||
Class of Shares | Common Shares | |||
Date of Purchase (trade date) | # of Shares Purchased | Average Price |
November 14, 2006 | 41,200 | $8.032 |
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Total for Month: | 41,200 |
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Notes:
1.
Please use separate form for each class of shares
2.
Please use separate form for previously unreported or misreported purchases, if any.