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 July 10, 2008
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 X Form 40-F ___
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):
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: July 10, 2008
CHANGE IN OUTSTANDING AND RESERVED SECURITIES |
| ISSUED AND OUTSTANDING SHARE SUMMARY* | # of Shares | Balance |
| Issued and Outstanding – Opening Balance* |
| 44,922,936 |
ADD: | Stock Options Exercised |
|
|
| Share Purchase Plan |
|
|
| Dividend Reinvestment Plan |
|
|
| Exercise Warrants |
|
|
| Private Placement |
|
|
| Conversion |
|
|
| Other Issuance (provide description) |
|
|
SUBTRACT: | Issuer Bid Purchase(see attachment) |
|
|
| Redemption |
|
|
| Other Cancellation (provide description) |
|
|
| Closing Issued and Outstanding Share Balance* |
| 44,922,936 |
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.
| RESERVED FOR SHARE COPENSATION ARRANGEMENTS | # of Shares | Balance |
A. | Share Purchase Plans and / or Agreement(s) |
| N/A |
| NAME OF PROGRAM: |
|
|
| Opening Reserve for Share Purchase Plan / Agreement |
|
|
| Additional Shares Listed Pursuant to the Plan (ADD) |
|
|
| Shares Issued from Treasury (SUBTRACT) |
|
|
| Closing Reserve for Share Purchase Plan |
|
|
|
|
|
|
B. | Dividend Reinvestment Plan (DRIP) - for shareholders | # of Shares | Balance |
| NAME OF PROGRAM: |
| N/A |
| Opening Reserve for Dividend Reinvestment Plan |
|
|
| Additional Shares Listed Pursuant to the Plan (ADD) |
|
|
| Shares Issued (SUBTRACT) |
|
|
| Closing Reserve for Dividend Reinvestment Plan |
|
|
| RESERVED FOR SHARE COMPENSATION ARRANGEMENTS |
|
C. | Stock Option Plan and / or Agreement(s) |
|
| NAME OF PROGRAM: |
|
| Stock Options Outstanding - Opening Balance | 3,387,000 |
Options Granted: (ADD)
| Date of Grant | Name of Optionee | Expiry Date | Exercise Price | # of Options Granted |
|
|
|
|
|
|
|
|
|
| SUBTOTAL |
|
Options Exercised: (SUBTRACT) Shares issued on exercise must also be subtracted in the table entitled “Shares Reserved” below
| Date of Exercise | Name of Optionee | Date of Grant | Exercise Price | Number |
|
|
|
| SUBTOTAL | 0 |
Share Appreciation Rights or Market Growth Feature (“SAR”) in tandem with Stock Options.
| Date of Grant | Name of Optionee | Expiry Date | Exercise Price | # of Options Granted |
|
|
|
| SUBTOTAL | 0 |
*Shares may, or may not be issued however "Shares Reserved" (for Stock Option Plan) may require a deduction in accordance with TSX 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 Canc. / Term | Name of Optionee | Date of Grant | Expiry Date | Exercise Price | Number |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SUBTOTAL inducement |
|
|
| 3,387,000 |
| RESERVED BUT NOT YET GRANTED(AS PER COMPANY) |
|
|
D. | Shares Reserved (from Stock Option Plan) |
|
|
| NAME OF PROGRAM: Stock Option Plan | # of Shares | Balance |
| Opening Share Reserve Balance at beginning of period |
|
|
| Additional shares Listed Pursuant to the Plan (ADD) |
|
|
| Stock Options Granted (SUBTRACT) |
|
|
| Stock Appreciation Rights (SUBTRACT) |
|
|
| Closing Share Reserve Balance at end of period |
| 0 |
All information reported in this Form is for the month ofJune 2008.
Filed on behalf of the Company by: |
(please enter name and direct phone or email) |
NAME | Susy Horna |
PHONE / EMAIL | 604-669-2525 / susyh@swgold.com |
DATE | July 4, 2008 |
SOUTHWESTERN RESOURCES CORP.
NEWS RELEASE
SOUTHWESTERN INCREASES INTEREST IN MAXY GOLD CORP.
July 10, 2008
Vancouver, B.C. -Southwestern Resources Corp.(SWG-TSX), in accordance with regulatory requirements, announces it has acquired 1,000,000 shares of Maxy Gold Corp. (“Maxy”) upon the completion of the sale to Maxy of 15 gold and base metal mineral exploration properties covering a total of 135,369 hectares in Peru.1
Prior to acquiring the above noted shares, Southwestern held 2,909,600 shares or 8.7% of Maxy’s outstanding shares. Southwestern now holds 3,909,600, or 11.3%, of the 34,461,860 issued and outstanding shares of Maxy, which trades on the TSX Venture Exchange.
Southwestern has acquired the shares for investment purposes. Southwestern reviews its investments on a continuing basis and such holdings may be increased or decreased in the future.
ABOUT SOUTHWESTERN
Southwestern is a Vancouver-based mineral exploration company engaged in the identification, acquisition, evaluation and exploration of gold, silver and base metals mineral properties. The Company has a large portfolio of projects in Peru, including the Liam, Millo, Antay and Pacapausa projects in southern Peru. Southwestern is a reporting issuer in British Columbia, Alberta, Manitoba, and Ontario and trades on the Toronto Stock Exchange under the symbol SWG.
Forward-looking Statements
Statements in this news release that are forward-looking statements are based on the current expectations, beliefs, assumptions, estimates and forecasts about the Company's business and the industry and markets in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements due to a number of factors, including but not limited to, the Company's access to additional capital to fund future activities, the loss of mineral properties or the inability to obtain mining licenses, the inherently risky nature of the Company's activities and its lack of experience in bringing an exploration property into production, its ability to repatriate any earnings, foreign exchange fluctuations, the political stability and economic uncertainty of those areas in which the Company carries on operations and the lack of infrastructure in those areas, title risks, the risks and uncertainties associated with joint ventures and the Company's reliance on third parties, statutory and regulatory compliance, the adequacy and availability of insurance coverage, the Company's dependence upon employees and consultants and fluctuations in mineral prices and other risks detailed in the Company's filings with the Canadian Securities Authorities. These risks, as well as others, could cause actual results and events to vary significantly. The Company expressly disclaims any intent or obligation to update these forward-looking statements, unless the Company specifically states otherwise.
For more information please contact:
Timo Jauristo, Interim President & CEO
or
David Black, Chair of the Board
Southwestern Resources Corp.
Suite 1650, 701 West Georgia Street
Vancouver, BC V7Y 1C6, Canada
Tel. (604) 669-2525
1For details of the sale of these properties to Maxy, please refer to the news release dated 17 March 2008, www.swgold.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
July 9, 2008
ITEM 3.
PRESS RELEASE
Issued July 10, 2008 and distributed through the facilities of Marketwire.
ITEM 4.
SUMMARY OF MATERIAL CHANGE
The Issuer (“Southwestern”) in accordance with regulatory requirements, announces it has acquired 1,000,000 shares of Maxy Gold Corp. (“Maxy”) upon the completion of the sale to Maxy of 15 gold and base metal mineral exploration properties covering a total of 135,369 hectares in Peru.
Prior to acquiring the above noted shares, Southwestern held 2,909,600 shares or 8.7% of Maxy’s outstanding shares. Southwestern now holds 3,909,600, or 11.3%, of the 34,461,860 issued and outstanding shares of Maxy, which trades on the TSX Venture Exchange.
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 10th day of July, 2008
SOUTHWESTERN RESOURCES CORP.
NEWS RELEASE
July 10, 2008
Vancouver, B.C. -Southwestern Resources Corp.(SWG-TSX), in accordance with regulatory requirements, announces it has acquired 1,000,000 shares of Maxy Gold Corp. (“Maxy”) upon the completion of the sale to Maxy of 15 gold and base metal mineral exploration properties covering a total of 135,369 hectares in Peru.1
Prior to acquiring the above noted shares, Southwestern held 2,909,600 shares or 8.7% of Maxy’s outstanding shares. Southwestern now holds 3,909,600, or 11.3%, of the 34,461,860 issued and outstanding shares of Maxy, which trades on the TSX Venture Exchange.
Southwestern has acquired the shares for investment purposes. Southwestern reviews its investments on a continuing basis and such holdings may be increased or decreased in the future.
ABOUT SOUTHWESTERN
Southwestern is a Vancouver-based mineral exploration company engaged in the identification, acquisition, evaluation and exploration of gold, silver and base metals mineral properties. The Company has a large portfolio of projects in Peru, including the Liam, Millo, Antay and Pacapausa projects in southern Peru. Southwestern is a reporting issuer in British Columbia, Alberta, Manitoba, and Ontario and trades on the Toronto Stock Exchange under the symbol SWG.
Forward-looking Statements
Statements in this news release that are forward-looking statements are based on the current expectations, beliefs, assumptions, estimates and forecasts about the Company's business and the industry and markets in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements due to a number of factors, including but not limited to, the Company's access to additional capital to fund future activities, the loss of mineral properties or the inability to obtain mining licenses, the inherently risky nature of the Company's activities and its lack of experience in bringing an exploration property into production, its ability to repatriate any earnings, foreign exchange fluctuations, the political stability and economic uncertainty of those areas in which the Company carries on operations and the lack of infrastructure in those areas, title risks, the risks and uncertainties associated with joint ventures and the Company's reliance on third parties, statutory and regulatory compliance, the adequacy and availability of insurance coverage, the Company's dependence upon employees and consultants and fluctuations in mineral prices and other risks detailed in the Company's filings with the Canadian Securities Authorities. These risks, as well as others, could cause actual results and events to vary significantly. The Company expressly disclaims any intent or obligation to update these forward-looking statements, unless the Company specifically states otherwise.
For more information please contact:
Timo Jauristo, Interim President & CEO
or
David Black, Chair of the Board
Southwestern Resources Corp.
Suite 1650, 701 West Georgia Street
Vancouver, BC V7Y 1C6, Canada
Tel. (604) 669-2525
1For details of the sale of these properties to Maxy, please refer to the news release dated 17 March 2008, www.swgold.com
EARLY WARNING REPORT PURSUANT TO NATIONAL INSTRUMENT 62-103
AND
SECTION 101 OF THE SECURITIES ACT (ONTARIO)
SECTION 111 OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 141 OF THE SECURITIES ACT (ALBERTA)
SECTION 92 OF THE SECURITIES ACT (MANITOBA)
1.
Name and address of the offeror
Southwestern Resources Corp.
Suite 1650, 701 West Georgia Street
Vancouver, B.C. V7Y 1C6
2.
The designation and number of securities and the offeror’s securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release and whether it was ownership or control that was acquired.
On July 9, 2008 the offeror acquired ownership of 1,000,000 common shares of Maxy Gold Corp. (“Maxy”). This acquisition resulted in the offeror directly owning 11.3% of the issued and outstanding shares of Maxy.
3.
The designation and number of securities and the offeror’s
securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to obligation to file the news release
The offeror now directly owns 3,909,6000 common shares representing 11.3% of the total current issued and outstanding common shares of Maxy.
4.
Designation and number of securities and the percentage of outstanding securities of the class of securities referred to in paragraph (3) over which
(i)
the offeror, either alone or together with any joint actors, has ownership and control
See Item 2. above.
(ii)
the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor
See Item 2 above and Item 7 below.
(iii)
the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership
Not applicable.
5.
Name of the market in which the transaction or occurrence that gave rise to
the news release took place
The common shares of Maxy were acquired pursuant to a private agreement.
6.
Purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer
The offeror has acquired the shares for investment purposes. The investment will be reviewed on a continuing basis and such holdings may be increased or decreased in the future.
7.
General nature and the material terms of any agreement, other than lending
arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities
Pursuant to an agreement dated June 11, 2008 the offeror sold 15 gold and base metal mineral exploration properties covering a total of 135,369 hectares in Peru to Maxy. Maxy paid C$200,000 cash and issued to the offeror 1,000,000 common shares of Maxy. Southwestern will retain a 2% net smelter royalty payable on any commercial production from two of the properties.
8.
Names of any joint actors in connection with the disclosure required by this report.
Not applicable.
9.
In the case of a transaction or occurrence that did not take place on a stock
exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror.
Not applicable.
10.
If applicable, a description of any change in any material fact set out in a
previous report by entity under the early warning requirements or Part 4 of
National Instrument 62-103 in respect of the reporting issuer’s securities.
Not applicable.
DATED at Vancouver, B.C. this 10th day of July 2008
Southwestern Resources Corp.
By:
“Thomas W. Beattie”
Thomas W. Beattie
Vice President, Corporate Affairs