X0203 3 2010-07-26 0 0001046672 PAN AMERICAN GOLDFIELDS LTD MXOM 0001402368 Maedel Neil LOT 10, PORT NEW PROVIDENCE NASSAU C5 00000 BAHAMAS 1 0 0 0 Common Stock 1550000 I By Andean Invest Limited Warrant to Purchase Common Stock 0.3 2010-12-24 2011-12-24 Common Stock 1550000 I By Andean Invest Limited Warrant to Purchase Common Stock 0.25 Common Stock 1000000 D Reporting Person is the Manager of Andean Invest Limited ("Andean") and may be deemed to have voting and investment control over the securities of the Issuer held directly by Andean. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interests therein. The shares subject to the warrant shall vest in equal quarterly installments over a two year period, contingent upon Reporting Person's continued service as a director of the Issuer during such vesting period. /s/ Neil Maedel 2010-07-28