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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MIRAMAR MINING CORPORATION
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
60466E100
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(CUSIP Number)
November 22, 2005
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(Date of Event Which Required 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)
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CUSIP No. 60466E100 13G Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
NEWMONT MINING CORPORATION
84-1611629
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED BY 37,000,000
EACH REPORTING ------ ------------------------------------------------
PERSON WITH: 6 SHARED VOTING POWER
0
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7 SOLE DISPOSITIVE POWER
37,000,000
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,000,000 (1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.7% (2)
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(1) Includes 18,500,000 common shares and 18,500,000 common shares issuable
upon the exercise of warrants.
(2) Calculated based on the 217,634,803 common shares represented to be
outstanding by the Issuer as of May 7, 2007 as reported in its current
report on Form 6-K filed with the SEC on May 15, 2007.
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CUSIP No. 60466E100 13G Page 3 of 6 Pages
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ITEM 1(a). NAME OF ISSUER:
Miramar Mining Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Suite 300-899 Harbourside Drive, North Vancouver, British
Columbia, Canada V7P 3S1
ITEM 2(a). NAME OF PERSON FILING:
Newmont Mining Corporation
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1700 Lincoln Street, Denver, Colorado 80203
ITEM 2(c). CITIZENSHIP:
Delaware
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
60466E100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 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;
(b) [ ] Bank as defined in section 3(a)(6) of the Act;
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act;
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940;
(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) (Note: See
Item 7);
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CUSIP No. 60466E100 13G Page 4 of 6 Pages
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(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 of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [X]
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: See Item 9 of cover page.
(b) Percent of class: See Item 11 of cover page.
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: See Item 5 of
cover page.
(ii) shared power to vote or to direct the vote: See Item 6 of
cover page.
(iii) sole power to dispose or to direct the disposition of: See
Item 7 of cover page.
(iv) shared power to dispose or to direct the disposition of: See
Item 8 of cover page.
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CUSIP No. 60466E100 13G Page 5 of 6 Pages
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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 [ ].
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.
Newmont Mining Corporation of Canada Limited. See Exhibit A
attached hereto.
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.
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CUSIP No. 60466E100 13G Page 6 of 6 Pages
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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: June 1, 2007
NEWMONT MINING CORPORATION
By: /s/ Sharon E. Thomas
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Name: Sharon E. Thomas
Title: Vice President and Secretary
EXHIBIT A
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Newmont Mining Corporation of Canada Limited
PLACE OF ORGANIZATION:
Federal Corporation of Canada
Ontario Corporation No. 1563217
I.R.S. IDENTIFICATION NUMBER:
98-0367707