British Columbia
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Not Applicable
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(Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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Riccardo Leofanti, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street, Suite 1750, P.O. Box 258
Toronto, Ontario, Canada M5K 1J5
(416) 777-4700
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Graeme Martindale, Esq.
Borden Ladner Gervais LLP
1200 Waterfront Centre, 200 Burrard Street
P.O. Box 48600 Vancouver, British Columbia, Canada V7X 1T2 (604) 687-5744
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Emerging growth company ☐
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Title of Securities To Be
Registered(1) |
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Amount To Be
Registered |
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Proposed Maximum
Offering Price Per Share (2) |
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Proposed Maximum
Aggregate Offering Price |
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Amount of
Registration Fee |
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|||
Common Shares
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7,209
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$73.70
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$531,329.45
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$64.40
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Common Shares
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168,450
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$49.45
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$8,330,531.02
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$1,009.66
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Common Shares
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3,604
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$36.75
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$132,431.58
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$16.05
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Common Shares
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3,844
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$52.67
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$202,452.33
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$24.54
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Common Shares
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228,765
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$39.04
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$8,931,410.19
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$1,082.49
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Common Shares
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7,209
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$41.03
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$295,820.38
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$35.85
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Common Shares
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10,813
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$66.92
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$723,620.21
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$87.70
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Common Shares
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6,488
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$49.80
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$323,070.21
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$39.16
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Common Shares
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3,604
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$40.15
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$144,694.27
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$17.54
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Common Shares
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245,106
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$31.54
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$7,730,554.02
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$936.94
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Common Shares
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3,604
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$35.26
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$127,078.60
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$15.40
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Common Shares
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17,301
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$21.95
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$379,816.92
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$46.03
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Common Shares
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2,811
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$20.31
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$57,088.71
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$6.92
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Common Shares
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110,802
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$21.01
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$2,327,530.75
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$282.10
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Common Shares
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3,554
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$15.55
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$55,264.90
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$6.70
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Total
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823,164
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$30,292,693.54
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$3,671.47
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(1) |
The Common Shares being registered relate to past option grants of Tahoe Resources Inc. under the Tahoe Amended and Restated Share Option and Incentive Share Plan,
with option exercise prices as indicated.
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(2) |
In accordance with Rule 457(h)(1), the maximum offering price is the option exercise price (initially expressed in Canadian dollars), converted to U.S. dollars using a
factor of CAD$1.00 = US$0.7578, as reported by the Bank of Canada daily exchange rate for United States dollars on February 21, 2019.
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(a) |
Annual report on Form 40-F of the Registrant for the fiscal year ended December 31, 2017, filed with the Commission on March 23, 2018;
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(b) |
All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Registrant since December 31,
2017;
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(c) |
The Registrant’s Reports on Form 6-K furnished to the Commission on May 10, 2018, August 9, 2018 and November 7, 2018 (with respect to Exhibits 99.1 and 99.2);
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(d) |
The Registrant’s Reports on Form 6-K furnished to the Commission on April 11, 2018 and December 6, 2018 (with respect to Exhibit 99.2); and
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(e) |
The description of the Registrant’s common shares, included in the Annual Report on Form 40-F, filed with the Commission on March 30, 2007.
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(a) |
at the time the agreement to give indemnity was made the corporation was prohibited from agreeing to grant it by its memorandum or articles;
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(b) |
at the time the indemnity or payment is made the corporation is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;
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(c) |
if, in relation to the subject matter of the proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the corporation
or the associated corporation; or
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(d) |
in the case of an eligible proceeding other than a civil proceeding, the eligible party did not have reasonable grounds for believing his or her conduct in respect of
which the proceeding was brought was lawful.
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(a) |
order a corporation to indemnify an eligible party against any liability incurred in respect of an eligible proceeding;
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(b) |
order a corporation to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;
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(c) |
order the enforcement of, or a payment under, an agreement of indemnity entered into by a corporation;
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(d) |
order payment of some or all expenses incurred by any eligible person in obtaining a court order under Section 164 of the BCBCA; or
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(e) |
make any other order that the court deems appropriate.
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Exhibit No.
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Description
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4.1*
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Specimen Common Share certificate.
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4.2*
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Articles of Incorporation of the Registrant.
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23.1
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Consent of Borden Ladner Gervais, LLP (included in Exhibit 5.1 to this Registration Statement).
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24.1
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Power of Attorney (included on page 8 of this Registration Statement).
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PAN AMERICAN SILVER CORP.
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By:
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/s/ Michael Steinmann
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Name:
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Michael Steinmann
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Title:
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President and Chief Executive Officer
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Signature
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Title
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/s/ Michael Steinmann
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Michael Steinmann
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President and Chief Executive Officer, Director
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(Principal Executive Officer)
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/s/ A. Robert Doyle
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A. Robert Doyle
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Chief Financial Officer
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(Principal Financial Officer)
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/s/ Ross J. Beaty
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Ross J. Beaty
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Chairman of the Board of Directors
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/s/ Michael Carroll
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Michael Carroll
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Director
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/s/ Neil de Gelder
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Neil de Gelder
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Director
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/s/ David C. Press
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David C. Press
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Director
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/s/ Walter T. Segsworth
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Walter T. Segsworth
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Director
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/s/ Gillian D. Winckler
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Gillian D. Winckler
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Director
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PAN AMERICAN MINERALS INC.
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(Authorized U.S. Representative)
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By:
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/s/ Michael Steinmann
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Name: Michael Steinmann
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Title: President
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Exhibit No.
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Description
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4.1*
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Specimen Common Share certificate.
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4.2*
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Articles of Incorporation of the Registrant.
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23.1
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Consent of Borden Ladner Gervais, LLP (included in Exhibit 5.1 to this Registration Statement).
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24.1
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Power of Attorney (included on page 8 of this Registration Statement).
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Yours truly,
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Borden Ladner Gervais LLP
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To:
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United States Securities and Exchange Commission
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Re:
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Expert Consent for Registration Statement on Form S-8
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1.
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“Manantial-Espejo Project Canadian Standard NI 43-101, Santa Cruz Province, Argentina” dated March 2006 relating to the Manantial Espejo
property;
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2.
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“Feasibility Study Volume I – NI 43-101 Technical Report for Alamo Dorado Project, Alamos, Sonora, Mexico” dated March 31, 2005 relating to
the Alamo Dorado property;
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3.
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“Technical Report for the San Vincente Property, Potosi Bolivia” dated effective December 31, 2014 relating to the San Vincente property;
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4.
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“Pan American Silver Corp. Navidad Project, Chubut Province, Argentina: Preliminary Assessment” dated January 14, 2011 relating to the
Navidad property;
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5.
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“Technical Report – Preliminary Economic Analysis for the Expansion of the La Colorada Mine, Zacatecas, Mexico” dated effective December 31,
2013 relating to the La Colorada property;
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6.
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“Technical Report for the Dolores Property, Chihuahua, Mexico” dated effective December 31, 2016 relating to the Dolores property;
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7.
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“Technical Report for the Huaron Property, Pasco, Peru” dated effective June 30, 2014 relating to the Huaron property;
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8.
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“Technical Report for the Morococha Property, Yauli, Peru” dated effective June 30, 2014 relating to the Morococha property; and
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9.
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“Technical Report for the Joaquin Property, Santa Cruz, Argentina - Pre-feasibility Study” dated effective November 30, 2017 relating to the
Joaquin property.
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/s/ Martin Wafforn
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Martin Wafforn, P. Eng.
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To:
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United States Securities and Exchange Commission
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Re:
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Expert Consent for Registration Statement on Form S-8
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1.
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“Manantial-Espejo Project Canadian Standard NI 43-101, Santa Cruz Province, Argentina” dated March 2006 relating to the Manantial Espejo
property;
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2.
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“Feasibility Study Volume I – NI 43-101 Technical Report for Alamo Dorado Project, Alamos, Sonora, Mexico” dated March 31, 2005 relating to
the Alamo Dorado property;
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3.
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“Technical Report for the San Vincente Property, Potosi Bolivia” dated effective December 31, 2014 relating to the San Vincente property;
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4.
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“Pan American Silver Corp. Navidad Project, Chubut Province, Argentina: Preliminary Assessment” dated January 14, 2011 related to the
Navidad property;
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5.
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“Technical Report – Preliminary Economic Analysis for the Expansion of the La Colorada Mine, Zacatecas, Mexico” dated effective December 31,
2013 relating to the La Colorada property;
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6.
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“Technical Report for the Huaron Property, Pasco, Peru” dated effective June 30, 2014 relating to the Huaron property; and
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7.
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“Technical Report for the Morococha Property, Yauli, Peru” dated effective June 30, 2014 relating to the Morococha property.
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/s/ Michael Steinmann
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Michael Steinmann, P. Geo.
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To:
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United States Securities and Exchange Commission
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Re:
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Expert Consent for Registration Statement on Form S-8
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/s/ Pamela De Mark
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Pamela De Mark,
P. Geo., BAppSc (App Geo, Hons), MAusIMM
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To:
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United States Securities and Exchange Commission
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Re:
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Expert Consent for Registration Statement on Form S-8
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1.
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“Technical Report for the Dolores Property, Chihuahua, Mexico” dated effective December 31, 2016 relating to the Dolores property;
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2.
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“Technical Report for the Huaron Property, Pasco, Peru” dated effective June 30, 2014 relating to the Huaron property;
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3.
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“Technical Report for the Morococha Property, Yauli, Peru” dated effective June 30, 2014 relating to the Morococha property;
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4.
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“Technical Report for the San Vincente Property, Potosi Bolivia” dated effective December 31, 2014 relating to the San Vincente property;
and
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5.
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“Technical Report for the Joaquin Property, Santa Cruz, Argentina - Pre-feasibility Study” dated effective November 30, 2017 relating to the
Joaquin property.
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/s/ Americo Delgado
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Americo Delgado, P. Eng.
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To:
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United States Securities and Exchange Commission
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Re:
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Expert Consent for Registration Statement on Form S-8
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1.
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“Technical Report for the Joaquin Property, Santa Cruz, Argentina - Pre-feasibility Study dated effective November 30, 2017 relating to the
Joaquin property; and
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2.
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“Technical Report for the Dolores Property, Chihuahua, Mexico” and dated effective December 31, 2016 relating to the Dolores property.
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/s/ “Christopher Emerson”
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Christopher Emerson, FAusIMM.
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