Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-140361
and File Number 333-141874
Prospectus Supplement No. 2
To
Prospectus dated January 31, 2007
Prospectus Supplement No. 1 dated March 29, 2007
Pacific Copper Corp.
Common Stock
This Prospectus Supplement No. 2 supplements the Prospectus dated January 31, 2007, (the “Prospectus”) of Pacific Copper Corp. (“Pacific Copper” or the “Company”) relating to the offer and sale by the selling shareholders identified in the Prospectus of up to 13,305,487 shares of the Company’s common stock and Supplement No. 1 to the Prospectus dated March 29, 2007 (“Prospectus Supplement No. 1”) The Company filed a registration statement pursuant to Rule 462(b) on April 4, 2006 relating to the resale of an additional 2,000,000 shares of the Company’s common stock (the “462 Registration Statement”). This Prospectus Supplement No. 2 should be read in conjunction with the Prospectus, Prospectus Supplement No. 1 and the 462 Registration Statement and is qualified by reference to the Prospectus, Prospectus Supplement No. 1 and the 462 Registration Statement, except to the extent that the information in this Prospectus Supplement No. 2 supersedes the information contained in the Prospectus, Prospectus Supplement No. 1 or the 462 Registration Statement.
This Prospectus Supplement No. 2 relates to two agreements the Company has entered into. On April 19, 2007 Pacific Copper Corp. (“Pacific Copper” or the “Company”) executed an agreement dated as of April 11, 2007 (the “Peru Agreement”) with David Hackman on behalf of a corporation to be formed in Peru which, prior to closing, will own certain mineral claims located in Peru. The corporation to be formed in Peru is referred to herein as “Peru Co.” Provided that the closing conditions contained in the Peru Agreement are satisfied and the assets contemplated in the Peru Agreement are held by Peru Co., Pacific Copper would acquire all of the outstanding shares of Peru Co. in exchange for 4,850,000 common shares of Pacific Copper. Peru Co. would then become a wholly owned subsidiary of Pacific Copper. The parties contemplate that a closing would take place on or about June 11, 2007. In order to facilitate the formation of Peru Co. upon execution of the Peru Agreement, the Company paid $25,000 to cover expenses relating to formation of Peru Co. and consummation of the Peru Agreement.
The shares of Pacific Copper to be received by the shareholders of Peru Co. upon consummation of the Peru Agreement are referred to as the “Peru Exchange Shares.” The Peru Exchange Shares will be issued pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Act”), and will be restricted upon issuance. The Company has undertaken to register the re-sale of the Peru Exchange Shares pursuant to the Act. The Peru Exchange Shares also will be subject to a lock-up agreement with the Company providing that they may not be sold by their holders until one year has passed following the closing of the Peru Agreement.
Also on April 19, 2007 the Company executed an agreement dated as of April 11, 2007 (the “Chile Agreement”) with Harold Gardner on behalf of a corporation to be formed in Chile which, prior to closing, will own certain mineral claims located in Chile. The corporation to be formed in Chile is referred to herein as “Chile Co.” Provided that the closing conditions contained in the Chile Agreement are satisfied and the assets contemplated in the Chile Agreement are held by Chile Co., Pacific Copper would acquire all of the outstanding shares of Chile Co. in exchange for 6,150,000 common shares of Pacific Copper. Chile Co. would then become a wholly owned subsidiary of Pacific Copper. The parties contemplate that a closing would take place on or about June 11, 2007. In order to facilitate the formation of Chile Co. upon execution of the Chile Agreement, the Company paid $25,000 to cover expenses relating to formation of Chile Co. and consummation of the Chile Agreement.
The shares of Pacific Copper to be received by the shareholders of Chile Co. upon consummation of the Chile Agreement are referred to as the “Chile Exchange Shares.” The Chile Exchange Shares will be issued pursuant to an exemption from registration under the Act, and will be restricted upon issuance. The Company has undertaken to register the re-sale of the Chile Exchange Shares pursuant to the Act. The Chile Exchange Shares also will be subject to a lock-up agreement with the Company providing that they may not be sold by their holders until one year has passed following the closing of the Chile Agreement.
The claims to be held by Chile Co. and Peru Co. have the geological potential for large open-pit copper deposits. No exploration of these claims has been conducted by the Company and only limited information is available regarding the claims. The claims are at an early exploration stage. Pacific Copper does not consider the claims held by Chili Co. or the Claims held by Peru Co. to be significant to its business as of the date hereof.
Pacific Copper has agreed that if the Peru Agreement is consummated, it will appoint David Hackman and Eduardo Esteffan to its Board of Directors. In addition, the Company has agreed that if the Chile Agreement is consummated Harold Gardner will be appointed to its Board of Directors and be named the Company’s Chief Executive Officer and Chief Operating Officer.
Mr. Gardner has over twenty five years of experience in the mining and mineral exploration industry in both the United States and South America. He is currently a director and/or officer of several mining companies based in Chile, Peru, and Mexico. He is also an investment and mining consultant to several privately held U.S. companies: Taggart Industries, a Nevada based investment fund; Chile Gold Ltd., a private consortium of investors headquartered in Colorado; and ZZYZZX Ltd., a California based investment trust. Taggart Industries, Chile Gold Ltd. and ZZYZZX Ltd. all have invested in mineral projects in South America. Mr. Gardner is also a principal of Chilean and Peruvian companies that provides comprehensive exploration and development services in both countries. Mr. Gardner is a United States citizen. He speaks Spanish fluently and is 51 years old.
The purchase of our stock involves a high degree of risk. See “Risk Factors” beginning on page 5 of our Prospectus for a discussion of factors you should carefully consider before purchasing the shares offered by the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disproved of these securities or determined of the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 2 is April 25, 2007.
