SC 13D 1 sc13d_minco.txt MINCO MINING & METALS CORPORATION ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 _______________________ MINCO MINING & METALS CORPORATION (Name of Issuer) COMMON STOCK WITHOUT PAR VALUE (Title of Class of Securities) 60253L (CUSIP Number) PETER C. ROZEE TECK COMINCO LIMITED SUITE 600 -- 200 BURRARD STREET VANCOUVER, B.C. V6C 3L9 CANADA TEL. NO.: (604) 687-1117 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) _______________________ DECEMBER 8, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). ================================================================================ --------------------------------- -------------- Common Stock: CUSIP NO. 60253L Page 2 of 5 --------------------------------- -------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Teck Cominco Limited -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada -------------------------------------------------------------------------------- 7 SOLE VOTING POWER (See Item 5) 2,546,429 shares of Common Stock 460,714 warrants to purchase 460,714 shares of Common Stock --------------------------------------------------------- 8 SHARED VOTING POWER (See Item 5) NUMBER OF SHARES -0- BENEFICIALLY OWNED --------------------------------------------------------- BY EACH REPORTING 9 SOLE DISPOSITIVE POWER (See Item 5) PERSON 2,546,429 shares of Common Stock WITH 460,714 warrants to purchase 460,714 shares of Common Stock --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER (See Item 5) -0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 2,546,429 shares of Common Stock 460,714 warrants to purchase 460,714 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.04% of issued and outstanding shares of Common Stock -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- --------------------------------- -------------- Common Stock: CUSIP NO. 60253L Page 3 of 5 --------------------------------- -------------- SCHEDULE 13D ITEM 1. SECURITY AND ISSUER The class of securities is common stock and warrants to purchase common stock, without par value, and the issuer is Minco Mining & Metals Corporation, located at 1980--1055 W. Hastings Street, Vancouver, B.C., Canada. ITEM 2. IDENTITY AND BACKGROUND The identity of the security holder is Teck Cominco Limited, a mining company, with principal executive offices at 600--200 Burrard Street, Vancouver, B.C., Canada, which was incorporated under the laws of Canada. During the last five years, neither Teck Cominco Limited nor any of its subsidiaries has been convicted of a criminal proceeding. During the last five years, neither Teck Cominco Limited nor any of its subsidiaries has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which a judgment, decree, or final order has been issued enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The amount of funds used to make the purchase of shares of common stock and warrants to purchase common stock was $2,895,000 and the source of funds was from working capital and was not borrowed or otherwise obtained. The shares of common stock were acquired at various times by Private Placement and Subscription Agreements. As of December 8, 2003 we held 2,546,429 shares of common stock and 460,714 warrants to purchase 460,714 shares of common stock. --------------------------------- -------------- Common Stock: CUSIP NO. 60253L Page 4 of 5 --------------------------------- -------------- ITEM 4. PURPOSE OF TRANSACTION The purpose of the transaction was solely for investment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The aggregate number of shares of common stock held is 2,546,429 and 460,714 warrants to purchase 460,714 shares of common stock, which represents 10.04% of the issued and outstanding shares of Minco Mining & Metals Corporation's common stock, according to recent share counts provided by Minco Mining & Metals Corporation. Teck Cominco Limited has the sole power to vote and dispose of these securities. There have been no transactions of these securities by Teck Cominco Limited during the past 60 days, other than as described above in Item 3. See "Item 3. Source and Amount of Funds or Other Consideration". No other person has the power to direct the receipt of dividends or any proceeds of dispositions of these securities. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER There are no contracts, arrangements, understandings or relationships with respect to any securities of Minco Mining & Metals Corporation held by Teck Cominco Limited. --------------------------------- -------------- Common Stock: CUSIP NO. 60253L Page 5 of 5 --------------------------------- -------------- SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: March 31, 2004 Teck Cominco Limited By: /s/ Peter C. Rozee ----------------------------------- Name: Peter C. Rozee Title: Vice President, Commercial & Legal Affairs