UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2011
Commission File Number 333-167277
(Translation of registrant’s name into English)
Suite 110, 3040 N. Campbell Avenue, Tucson, Arizona USA 85719
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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.
September 23, 2011
Item 3. News Release
State the date and method(s) of dissemination of the news release issued under section 7.1 of National Instrument 51-102.
The News Release dated September 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 has announced that it has filed a Notice of Alteration with the British Columbia Registrar of Companies to amend its Articles to authorize a class of preferred shares without par value. Following the amendment, the Company is authorized to issue an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.
The Company has also granted 2,125,000 incentive stock options under the Rolling Stock Option Plan to Company directors, officers, employees and consultants, each option of which is exercisable at $0.15 per share until September 22, 2021.
Item 5.1 Full Description of Material Change
Supplement the summary required under item 4 with sufficient disclosure to enable a reader to appreciate the significance and impact of the material change without having to refer to other material. Management is in the best position to determine what facts are significant and must disclose those facts in a meaningful manner. See also item 7.
Some examples of significant facts relating to the material change include: dates, parties, terms and conditions, description of any assets, liabilities or capital affected, purpose, financial or dollar values, reasons for the change, and a general comment on the probable impact on the issuer or its subsidiaries. Specific financial forecasts would not normally be required.
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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 restructuring transaction under which securities are to be changed, exchanged, issued or distributed. This item does not apply if, in respect of the transaction, your company sent an information circular to 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 your company has an interest in that entity, required by section 14.2 of Form 51-102F5. You may satisfy the requirement to include this disclosure by incorporating the information by reference to 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) of National 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 facts in the Report in sufficient detail to permit the applicable regulator or securities regulatory authority to determine whether to exercise its discretion to allow the omission of these significant facts.
Not Applicable.
Item 8. Executive Officer
Give the name and business telephone number of an executive officer of your company who is knowledgable about the material change and the Report, or the name of an officer through whom such 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
September 23, 2011
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3040 N. Campbell Avenue, Suite 110
Tucson, Arizona USA 85719
News Release
| September 23, 2011 | TSX.V SYMBOL – PL; OTCBB and OTCQB SYMBOL – PALTF |
Pan American Lithium Corp. Announces Amendment of Articles to Authorize Preferred Shares
TUCSON, Ariz., September 23, 2011 (GLOBE NEWSWIRE) -- Pan American Lithium Corp. (TSX-V:PL - News) (OTCBB/OTCQB:PALTF -News) (the "Company" or “Pan American"), a lithium exploration company with 11 lithium/potash brine projects in Chile, is pleased to announce today that it has filed a Notice of Alteration with the British Columbia Registrar of Companies to amend its Articles to authorize a class of preferred shares without par value. Following the amendment, the Company is authorized to issue an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. The preferred shares may be issued in series on such terms as determined by the directors of the Company in accordance with the special rights and restrictions as set out in Part 28 of the Articles of the Company.
The Company has also granted 2,125,000 incentive stock options under the Rolling Stock Option Plan to Company directors, officers, employees and consultants, each option of which is exercisable at $0.15 per share until September 22, 2021.
About Pan American:
In total, the Company has rights in eleven lithium and potash-bearing brine projects 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.
On Behalf of the Board,
PAN AMERICAN LITHIUM CORP.
/s/ Andrew Brodkey
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Andrew A. Brodkey
President and CEO
CONTACT: Jodi Henderson
Corporate Secretary
Tel: (520)989-0032
jhenderson@kriyah.com
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.
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