FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1. | Name and Address of Company |
| State the full name of your company and the address of its principal office in Canada. | |
| Pan American Lithium Corp. (the “Company”) | |
| Suite 110, 3040 N. Campbell Avenue | |
| Tucson, Arizona USA 85719 | |
| Item 2. | Date of Material Change |
| State the date of the material change. | |
| June 21, 2011 | |
| Item 3. | News Release |
| State the date and method(s) of dissemination of the news release issued under section 7.1 ofNational Instrument 51-102. | |
| The News Release dated June 23, 2011 was disseminated by Globe Newswire. | |
| Item 4. | Summary of Material Change |
| Provide a brief but accurate summary of the nature and substance of the material change. | |
The Company had announced that it has selected CEOcast, Inc. (“CEOcast”) to lead its investor relations program. In this role, CEOcast will assist the Company in increasing exposure to the investment community, including individual investors, brokers and micro-cap institutional investors. | |
CEOcast is an arm's length company to Pan American that, to the Company's knowledge, does not hold any share in the Company. CEOcast is principally controlled by James Fallon, a New York resident. Pursuant to the terms of the agreement dated June 21, 2011 and subject to approval from the TSX Venture Exchange, the Company has agreed to retain the services of CEOcast for a period of twelve months that commenced June 21, 2011. In consideration for the services, the Company has agreed to pay CEOcast a monthly cash fee of US$10,000, with US$20,000 being payable on the signing of the agreement (for the first and last month payments) and subsequent US$10,000 payments being due on the twentieth day of each remaining month for the term of the agreement. |
| Item 5.1 | Full Description of Material Change |
Supplement the summary required under item 4 with sufficient disclosure to enable a reader toappreciate the significance and impact of the material change without having to refer to othermaterial. Management is in the best position to determine what facts are significant and mustdisclose those facts in a meaningful manner. See also item 7. | |
Some examples of significant facts relating to the material change include: dates, parties, termsand conditions, description of any assets, liabilities or capital affected, purpose, financial ordollar values, reasons for the change, and a general comment on the probable impact on theissuer or its subsidiaries. Specific financial forecasts would not normally be required. | |
Other additional disclosure may be appropriate depending on the particular situation. | |
See attached News Release. | |
| Item 5.2 | Disclosure for Restructuring Transactions |
This item applies to a material change report filed in respect of the closing of a restructuringtransaction under which securities are to be changed, exchanged, issued or distributed. Thisitem does not apply if, in respect of the transaction, your company sent an information circularto its security holders or filed a prospectus or a securities exchange takeover bid circular. | |
Include the disclosure for each entity that resulted from the restructuring transaction, if yourcompany has an interest in that entity, required by section 14.2 of Form 51-102F5. You maysatisfy the requirement to include this disclosure by incorporating the information by referenceto another document. | |
Not Applicable. | |
| Item 6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
If this report is being filed on a confidential basis in reliance on subsection 7.1(2) or (3) ofNational Instrument 51-102, state the reasons for such reliance. | |
Not Applicable. | |
| Item 7. | Omitted Information |
State whether any information has been omitted on this basis that it is confidential information. | |
In a separate letter to the applicable regulator or securities regulatory authority marked“Confidential” provide the reasons for your company’s omission of confidential significant factsin the Report in sufficient detail to permit the applicable regulator or securities regulatoryauthority to determine whether to exercise its discretion to allow the omission of thesesignificant facts. | |
Not Applicable. |
| Item 8. | Executive Officer |
Give the name and business telephone number of an executive officer of your company who isknowledgable about the material change and the Report, or the name of an officer through whomsuch executive officer may be contacted. | |
| |
Please contact Andrew Brodkey, President and Chief Executive Officer of the Company, at (520) 989-0022. | |
| |
| Item 9. | Date of Report |
| June 24, 2011 |
3040 N. Campbell Avenue, Suite 110
Tucson, Arizona USA 85719
News Release
| June 23, 2011 | TSX.V SYMBOL – PL; OTCBB and OTCQB SYMBOL -- |
| PALTF |
Pan American Lithium Corp. Appoints New York IR Firm
TUCSON, Ariz., June 23, 2011 (GLOBE NEWSWIRE) -- Pan American Lithium Corp. (TSX-V:PL ) (OTCBB:PALTF)(the “Company”) announced today that it has selected CEOcast, Inc. (“CEOcast”) to lead its investor relations program. In this role, CEOcast will assist the Company in increasing exposure to the investment community, including individual investors, brokers and micro-cap institutional investors.
“As our company enters the next exciting phase, we believe that the addition of CEOcast to our IR team is an important step toward our new fully integrated IR strategy,” said Pan American CEO Andrew Brodkey. “We believe that through this agreement we will reach our goals, which are to increase trading volume as well as achieving a fair market value representation for Pan American shares while increasing the investment community’s awareness of our company.”
CEOcast is a leading New York-based investor relations firm that is highly proactive and has developed proprietary databases affording clients unique access to high net-worth and micro-cap institutional investors. CEOcast's activities are designed to drive liquidity and awareness of a public company's stock. The firm's principals and employees have decades of experience in the investor relations area, utilizing proven strategies and proprietary distribution methods to help increase awareness of its clients. CEOcast achieves this through the extensive use of road shows, media exposure, the Internet, direct mail and conference calls with both the retail and institutional investment community.
The Company has signed an agreement with CEOcast, whereby the Company will retain the services of CEOcast for a one year period. The Company has the right to terminate the agreement on its six month anniversary. In consideration for the services, the Company has agreed to pay CEOcast a monthly cash fee of US$10,000 for the term of the agreement.
About the Company
In total, the Company has rights in eleven lithium-bearing salars in Chile's Atacama Region III covering cumulatively more than 20,000 hectares. The Company also has an option to acquire an indirect interest in the Cierro Prieto geothermal lithium brine project in Baja California Norte, Mexico. The Laguna Verde surface brine lake project is the most advanced of the Company's portfolio of 11 lithium and potassium bearing brines projects in Chile, and has previously been the subject of a National Instrument 43-101 compliant inferred resource estimate which reported over 512,000 tonnes of lithium carbonate equivalent and over 4.2 million tonnes of potash contained in the surface lake alone.
On Behalf of the Board,
PAN AMERICAN LITHIUM CORP.
/s/ Andrew Brodkey
Andrew A. Brodkey
President and CEO
For further information contact:
George McIntyre
CEOcast, Inc.
Tel: (212) 732-4300
gmcintyre@ceocast.com
This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company, such as the statements that the Company believes that through this agreement it will reach its goals, which are to increase trading volume as well as achieving a fair market value representation for Pan American shares while increasing the investment community’s awareness of the Company. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) inability of the Company to complete its business plan; (ii) a decrease in demand for and price of lithium or potassium; and (iii) general uncertainties with respect to mineral exploration in general. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.