Miramar Mining Inc.: Schedule 13G - Prepared by TNT Filings Inc.

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

MIRAMAR MINING CORPORATION
(Name of Issuer)
 
COMMON SHARES
(Title of Class of Securities)
 
60466E
(CUSIP Number)
 
April 19, 2006
(Date of Event Which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ] Rule 13d-1(b)
[
X] Rule 13d-1(c)
 
] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 5 pages


CUSIP No. 60466E        
           
1. Names of Reporting Persons.        
   I.R.S. Identification Nos. of above persons (entities only).  
   DUNDEE PRECIOUS METALS INC.
           
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A          
(b)          
           
3. SEC Use Only        
           
4. Citizenship or Place of Organization: Canada 
           
           
Number of 5. Sole Voting Power  11,917,545  
Shares          
Beneficially 6. Shared Voting Power   0    
Owned by          
Each 7. Sole Dispositive Power 11,917,545  
Reporting          
Person With 8. Shared Dispositive Power 0    
           
9. Aggregate Amount Beneficially Owned by Each Reporting Person   11,917,545  
 
           
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
           
           
11. Percent of Class Represented by Amount in Row (9)     6.33%  
           
           
12. Type of Reporting Person (See Instructions)       CO    
    
           

Page 2 of 5 pages


 

Item 1. (a) Name of Issuer
                   Miramar Mining Corporation

Item 1. (b) Address of Issuer's Principal Executive Offices
                  
889 Harbourside Drive, Suite 300, North Vancouver, BC V7P 3S1 Canada

Item 2. (a) Name of Person Filing
 
                
 Dundee Precious Metals Inc.

Item 2. (b) Address of Principal Business Office or, if none, Residence
                 
 Suite 3060, Royal Bank Plaza
                   South Tower
                   200 Bay Street, P.O. Box 30
                   Toronto, Ontario
                   M5J 2J1

Item 2. (c) Citizenship
                   Canada

Item 2. (d) Title of Class of Securities
                   Common Stock

Item 2. (e) CUSIP Number
                   60466E

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940
      (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12
      U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment company under section
      3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Page 3 of 5 pages


 

Item 4. Ownership.

(a) Amount beneficially owned:  See item 9 above.
(b) Percent of class:  See item 11 above.
(c) Number of shares as to which the person has:
                       (i) Sole power to vote or to direct the vote  
                      
(ii) Shared power to vote or to direct the vote
                      
(iii) Sole power to dispose or to direct the disposition of
                      
(iv) Shared power to dispose or to direct the disposition of 
                              See items 5 - 8 above
             

Item 5. Ownership of Five Percent or Less of a Class
          
   Not applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
            
Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
            
Not applicable.

Item 8. Identification and Classification of Members of the Group
            
Not applicable

Item 9. Notice of Dissolution of Group
            
Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 4 of 5 pages


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 24, 2006

 By: /s/ Lori Beak  
  Lori E. Beak
  Vice President and
  Corporate Secretary
  Dundee Precious Metals Inc.
   
   

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Page 5 of 5 pages