UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
(Check one)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2005 Commission file number 001-34436
MIRAMAR MINING CORPORATION
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(Exact name of Registrant as specified in its charter)
Not applicable British Columbia, Canada Not Applicable
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(Translation of Registrant's (Province of other (I.R.S. employer
name into English jurisdiction of incorporation Identification
(if applicable) or organization) Number (if
applicable))
1040
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(Primary Standard Industrial Classification Code Number (if applicable))
Suite 300 - 899 Harbourside Drive, North Vancouver,
British Columbia, Canada V7P 3S1
(604) 985-2572
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(Address and telephone number of Registrant's principal executive offices)
CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011
(212) 894-8940
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Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States
Securities registered or to be registered pursuant to Section 12(b) of the
Act.
Title of each class Name of each exchange on which registered
Common shares American Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the
Act.
None
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act.
None
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(Title of Class)
For annual reports, indicate by check mark the information filed with this
Form:
[X] Annual information form [X] Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the
annual report.
As at December 31, 2005, 186,301,430 Common Shares without par value were
issued and outstanding. As at March 25, 2006 there were 187,404,627 Common
Shares without par value issued and outstanding.
Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number
assigned to the Registrant in connection with such Rule.
[ ] Yes:82-____________ [X] No
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
[X]Yes [ ] No
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Explanatory Note: Miramar Mining Corporation (the "Company" or the "Registrant")
is filing this Amendment No. 1 to its Annual Report on Form 40-F for the year
ended December 31, 2005 ("Original Filing"), solely for the purposes of dating
the certifications of the Chief Executive Officer and the Chief Financial
Officer pursuant to Rule 13a-14(a) of the Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes Oxley Act of 2002. This Amendment does
not amend or restate any information contained in the Original Filing and does
not purport to update any recent events or developments to the date of the
Original Filing.
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EXHIBITS
99.1(1) Code of Conduct for Chief Executive Officer and Senior Accounting
Officers
99.2(2) Audit and Risk Management Committee Charter
99.3 Certifications by the Chief Executive Officer of the Company pursuant
to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
99.4 Certifications by the Chief Financial Officer of the Company pursuant
to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
99.5 Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.6 Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.7(2) Consent of KPMG LLP
99.8(2) Consent of John Wakeford, P. Geol.
99.9(2) Consent of Steffen Robertson and Kirsten Consulting
99.10(2) Consent of Roscoe Postle Associates Inc.
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(1) Previously filed on May 19, 2004 on the issuer's annual report on Form 40-F
for the year ended December 31, 2003.
(2) Previously filed on April 3, 2006 with the issuer's Annual Report on Form
40-F for the year ended December 31, 2005.
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Signatures
Pursuant to the requirements of the Exchange Act, the Registrant certifies that
it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly
authorized.
Registrant
MIRAMAR MINING CORPORATION
By /s/ David Long
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David Long, Corporate Secretary
Date: January 24, 2006
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