-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KmfEnomHsLh/h2XCiDPNYiX1xzaRkEfUmbbwTyP/KqJ5KiUV5oM/nvJX+/VZof/f KRR46GhdA236KHFJFYoMWA== 0000919574-11-001615.txt : 20110215 0000919574-11-001615.hdr.sgml : 20110215 20110215172049 ACCESSION NUMBER: 0000919574-11-001615 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110215 DATE AS OF CHANGE: 20110215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIRANDA GOLD CORP CENTRAL INDEX KEY: 0000942149 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83177 FILM NUMBER: 11615189 BUSINESS ADDRESS: STREET 1: UNIT 1 ? 15782 MARINE DRIVE CITY: WHITE ROCK STATE: A1 ZIP: V4B 1E6 BUSINESS PHONE: 604-536-2711 MAIL ADDRESS: STREET 1: UNIT 1 ? 15782 MARINE DRIVE CITY: WHITE ROCK STATE: A1 ZIP: V4B 1E6 FORMER COMPANY: FORMER CONFORMED NAME: MIRANDA DIAMOND CORP DATE OF NAME CHANGE: 20030113 FORMER COMPANY: FORMER CONFORMED NAME: MIRANDA INDUSTRIES INC DATE OF NAME CHANGE: 19950320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPROTT INC. CENTRAL INDEX KEY: 0001512920 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ROYAL BANK PLAZA, SOUTH TOWER STREET 2: 200 BAY STREET, SUITE 2700 CITY: TORONTO STATE: A6 ZIP: M5J 2J1 BUSINESS PHONE: 416-943-4065 MAIL ADDRESS: STREET 1: ROYAL BANK PLAZA, SOUTH TOWER STREET 2: 200 BAY STREET, SUITE 2700 CITY: TORONTO STATE: A6 ZIP: M5J 2J1 SC 13G 1 d1171953_13g.htm d1171953_13g.htm

 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

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


Miranda Gold Corp.
(Name of Issuer)


Common Shares without par value
(Title of Class of Securities)


604673103
(CUSIP Number)


February 4, 2011
(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).


 
 

 


CUSIP No.
604673103
 
 
 
 
 
 
 
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Sprott Inc.
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)  [_]
 
 
(b)  [X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Canada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 
5.
SOLE VOTING POWER
 
 
 
 
 
2,773,700
 
 
 
 
6.
SHARED VOTING POWER
 
 
 
 
 
0
 
 
 
 
7.
SOLE DISPOSITIVE POWER
 
 
 
 
 
2,773,700
 
 
 
 
8.
SHARED DISPOSITIVE POWER
 
 
 
 
 
0
 
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
2,773,700
 
 
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[_]
 
 
 
 
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
 
 
5.3%
 
 
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
 
 
CO
 

 
 

 

 
CUSIP No.
604673103
 

Item 1.
(a).
Name of Issuer:
 
 
 
 
 
Miranda Gold Corp.

 
(b).
Address of issuer's principal executive offices:
 
 
 
 
 
Unit 1 – 15782 Marine Drive
White Rock, British Columbia, Canada
V4B 1E6


Item 2.
(a).
Name of person filing:
 
 
 
 
 
Sprott Inc.

 
(b).
Address or principal business office or, if none, residence:
 
 
 
 
 
Sprott Inc.
Suite 2700, South Tower
Royal Bank Plaza
Toronto, ON Canada
M5J 2J1

 
(c).
Citizenship:
 
 
 
 
 
Sprott Inc. – Canada

 
(d).
Title of class of securities:
 
 
 
 
 
Common Shares without par value

 
(e).
CUSIP No.:
 
 
 
 
 
604673103

Item 3.
 
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-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 § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);


 
 

 

 
(g)
[_]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association 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)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
 
 
 
 
Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
 
 
 
 
 
Sprott Inc. – 2,773,700

 
(b)
Percent of class:
 
 
 
 
 
Sprott Inc. – 5.3%

 
(c)
Number of shares as to which Sprott Inc. has:
 
 
 
 
 
(i)
Sole power to vote or to direct the vote
2,773,700
,
 
 
 
 
 
 
 
(ii)
Shared power to vote or to direct the vote
0
,
 
 
 
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of
2,773,700
,
 
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of
0
.
 
 
 
 
 
 
 
 
 
 

 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
 
 
 
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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
 
 
N/A
 
 


 
 

 


Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
 
These shares are held in accounts managed by subsidiaries of Sprott Inc., none of which beneficially own more than five percent of the class.
 
 

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
 
Not applicable
 
 

Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
 
 
Not applicable
 
 

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
 
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.


 
 

 



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.



 
 
February 15, 2011
 
 
 
(Date)
 
 
 
 
SPROTT INC.
 
 
 
By:
 /s/ Kirstin McTaggart
 
 
 
Kirstin McTaggart
 
 
Authorized Person
 
 
 
 


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.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

SK 03883 0003 1171953


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