UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

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 this 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).

¹ This calculation is based on 33,760,280 common shares, without par value, of Virginia Mines Inc. (the “Issuer”) outstanding as of October 10, 2014 as reported in the Issuer’s Management Discussion & Analysis for the period ended August 31, 2014.

¹See Footnote 1.

¹See Footnote 1.

¹See Footnote 1.

¹See Footnote 1.

¹See Footnote 1.

¹See Footnote 1.

Item 1.

(a) Name of Issuer

The issuer is Virginia Mines Inc., a company incorporated in Quebec, Canada (the “Issuer”).

(b) Address of Issuer’s Principal Executive Offices:

300 St. Paul Street, Suite 200, City of Québec, Québec, Canada G1K 7R1

Item 2.

(a) Name of Persons Filing

The persons filing this Amendment No. 1 to the Statement on Schedule 13G are Mason Hill Advisors LLC, a Delaware limited liability company (“Mason Hill”), Equinox Asset Management LLC, a Delaware limited liability company (“EAM”), Equinox Partners, L.P., a Delaware limited partnership (“Equinox Partners”), Mason Hill Partners, LP, a Delaware Limited Partnership (“Mason Hill Partners”), Equinox Illiquid General Partner, LP, a Delaware limited partnership (“Illiquid GP”), Equinox Illiquid Fund, LP, a Delaware limited partnership (“Illiquid”), and Sean M. Fieler (together with Mason Hill, EAM, Equinox Partners, Mason Hill Partners and Illiquid GP, the “Reporting Persons”).      

Mason Hill’s principal business is serving as an investment adviser to certain affiliated funds, including Equinox Partners, Mason Hill Partners and Illiquid.

EAM’s principal business is serving as the sole general partner of each of Equinox Partners and Mason Hill Partners.

Illiquid GP’s principal business is serving as the sole general partner of Illiquid.

Each of Equinox Partners, Mason Hill Partners and Illiquid (collectively, the “Funds”) is a private investment fund.

Mr. Fieler owns a controlling interest in Mason Hill and is the managing member of each of Mason Hill and EAM.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which was attached as Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on October 10, 2013, pursuant to which the Reporting Persons have agreed to file the Statement and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.

(b) Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of the Reporting Persons is 623 Fifth Avenue, 27th Floor, New York, New York 10022.

(c) Citizenship

Mr. Fieler is a United States citizen.  Each of the other Reporting Persons is organized under the laws of the State of Delaware.

(d) Title of Class of Securities

Common shares, without par value (“Common Shares”).

(e) CUSIP Number

927864108

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 Exchange Act;

(b)

¨

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

¨

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

¨

Investment company registered under Section 8 of the Investment Company Act;

(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 association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

¨

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Based on the foregoing, the 3,050,000 Common Shares (the “Subject Shares”) beneficially owned by the Reporting Persons represent approximately 9.03% of the Common Shares outstanding. This calculation is based on 33,760,280 common shares, without par value, of Virginia Mines Inc. (the “Issuer”) outstanding as of October 10, 2014 as reported in the Issuer’s Management Discussion & Analysis for the period ended August 31, 2014.

Mason Hill, as the investment adviser to the Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of Equinox Partners and Mason Hill Partners, EAM may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the 2,741,105 Common Shares held for the account of Equinox Partners and the 273,297 Common Shares held for the account of Mason Hill Partners. As the general partner of Illiquid, Illiquid GP may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the 35,598 Common Shares held for the account of Illiquid. By virtue of Sean M. Fieler’s position as the managing member of Mason Hill and the fact that he owns a controlling interest in Mason Hill, Mr. Fieler may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, he may be deemed to be the beneficial owner of the Subject Shares.

A.  Mason Hill Advisors LLC

(a) Amount beneficially owned

As of December 31, 2014, Mason Hill may be deemed to beneficially own 3,050,000 Common Shares.

(b) Percent of class

The number of Common Shares that Mason Hill may be deemed to beneficially own is 9.03% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 3,050,000

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 3,050,000

B.  Equinox Asset Management LLC

(a) Amount beneficially owned

As of December 31, 2014, EAM may be deemed to beneficially own 3,014,402 Common Shares.

(b) Percent of class

The number of Common Shares that EAM may be deemed to beneficially own is 8.93% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 3,014,402

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 3,014,402

C.  Equinox Partners, L.P.

(a) Amount beneficially owned

As of December 31, 2014, Equinox Partners may be deemed to beneficially own 2,741,105 Common Shares.

(b) Percent of class

The number of Common Shares that Equinox Partners may be deemed to beneficially own is 8.12% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,741,105

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,741,105

D.  Mason Hill Partners, LP

(a) Amount beneficially owned

As of December 31, 2014, Mason Hill Partners may be deemed to beneficially own 273,297 Common Shares.

(b) Percent of class

The number of Common Shares that Mason Hill Partners may be deemed to beneficially own is 0.81% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 273,297

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 273,297

E.  Equinox Illiquid General Partner, LP

(a) Amount beneficially owned

As of December 31, 2014, Illiquid GP may be deemed to beneficially own 35,598 Common Shares.

(b) Percent of class

The number of Common Shares that Illiquid GP may be deemed to beneficially own is 0.11% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 35,598

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 35,598

F.  Equinox Illiquid Fund, LP

(a) Amount beneficially owned

As of December 31, 2014, Illiquid may be deemed to beneficially own 35,598 Common Shares.

(b) Percent of class

The number of Common Shares that Illiquid may be deemed to beneficially own is 0.11% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 35,598

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 35,598

G.  Sean M. Fieler

(a) Amount beneficially owned

As of December 31, 2014, Mr. Fieler may be deemed to beneficially own 3,050,000 Common Shares.

(b) Percent of class

The number of Common Shares that Mr. Fieler may be deemed to beneficially own is 9.03% of the Common Stock outstanding.

(c) Number of shares as to which the person has

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 3,050,000

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 3,050,000

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

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 or Control Person

See information in Item 2 above.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Each of the Reporting Persons hereby makes the following 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.

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.

Date:  February 9, 2015