CUSIP No. 602900102
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
Beutel, Goodman & Company Ltd.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
3. SEC Use Only:
4. Citizenship or Place of Organization:
Ontario, Canada
5. Number of Sole Voting Power:
5,125,955
6. Shares Beneficially by Shared Voting Power:
0
7. Reporting Sole Dispositive Power:
5,238,305
8. Person With Shared Dispositive Power:
0
9. Aggregate Amount Beneficially Owned
by Each Reporting Person:
5,238,305
10. Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9):
6.31%
12. Type of Reporting Person (See Instructions)
1A
Page 2 of 6 pages
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(l) Names and I.R.S. Identification Numbers of Reporting
Persons Furnish the full legal name of each person for whom
the report is filed i.e., each person required to sign the
schedule itself including each member of a group. Do not include
the name of a person required to be identified in the report
but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification
numbers, although disclosure of such numbers is voluntary,
not mandatory (see SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13G below).
(2) If any of the shares beneficially owned by a reporting person
are held as a member of a group and that membership is expressly
affirmed, please check row 2(a). If the reporting person disclaims
membership in a group or describes a relationship with other persons
but does not affirm the existence of a group, please check row 2(b)
[unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which
case it may not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization Furnish citizenship if
the named reporting person is a natural person. Otherwise, furnish
place of organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting
Person, Etc. Rows (5) through (9) inclusive, and (11) are to be
completed in accordance with the provisions of Item 4 of Schedule 13G.
All percentages are to be rounded off to the nearest tenth (one
place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in
row (9) does not include shares as to which beneficial ownership is
disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4] under the
Securities Exchange Act of 1934. (12) Type of Reporting Person
Please classify each reporting person according to the following
breakdown (see Item 3 of Schedule 13G) and place the appropriate
symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may
only be used where the cover page item or items provide all the disclosure
required by the schedule item. Moreover, such a use of a cover page item
will result in the item becoming a part of the schedule and accordingly
being considered as filed for purposes of Section 18 of the Securities
Exchange Act or otherwise subject to the liabilities of that section of
the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms
prescribed in the Commissions regulations and meet existing Securities
Exchange Act rules as to such matters as clarity and size (Securities
Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is
authorized to solicit the information required to be supplied by this
schedule by certain security holders of certain
issuers.
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Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of
which is voluntary. The information will be used for the primary
purpose of determining and disclosing the holdings of certain
beneficial owners of certain equity securities. This statement will
be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can
use it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory organizations
for investigatory purposes or in connection with litigation
involving the Federal securities laws or other civil, criminal or
regulatory statutes or provisions. I.R.S. identification numbers,
if furnished, will assist the Commission in identifying security
holders and, therefore, in promptly processing statements of
beneficial ownership of securities.
Failure to disclose the information requested by this schedule,
except for I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the
Federal securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14
following the calendar year covered by the statement or within the time
specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant
to Rule 13d-1(c) shall be filed within the time specified in Rules
13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule
13d-1(d) shall be filed not later than February 14 following the
calendar year covered by the statement pursuant to Rules 13d-1(d)
and 13d-2(b).
B. Information contained in a form which is required to be filed by
rules under section 13(f) (15 U.S.C. 78m(f)) for the same
calendar year as that covered by a statement on this schedule may
be incorporated by reference in response to any of the items
of this schedule. If such information is incorporated by reference
in this schedule, copies of the relevant pages of such form
shall be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included
but the text of the items is to be omitted. The answers to the
items shall be so prepared as to indicate clearly the coverage
of the items without referring to the text of the items. Answer
every item. If an item is inapplicable or the answer is in the
negative, so state.
Item 1.
(a) Name of Issuer:
Minefinders Corporation Ltd.
(b) Address of Issuers Principal Executive Offices:
Ste. 2288 - 1177 W. Hastings St.,
Vancouver, B.C. V6E 2K3 Canada
Item 2.
(a) Name of Person Filing
Beutel, Goodman & Company Ltd.
(b) Address of Principal Business Office or, if none, Residence
20 Eglinton Ave. W., Toronto, Ontario, M4R 1K8, Canada
(c) Citizenship
Canadian incorporated company
(d) Title of Class of Securities
Common stock
(e) CUSIP Number
602900102
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); X
(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 associations 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);
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(j) Group, in accordance with 240.13d-1(b)(1)(ii)(J).
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 as at December 31, 2011.
(a) Amount beneficially owned:
5,238,305
(b)Percent of class:
6.31
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 5,125,955
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition
of 5,238,305
(iv) Shared power to dispose or to direct the disposition
of 0.
All of the shares reported in the statement are owned by
investment advisory clients of Beutel Goodman. In its role as
investment adviser, Beutel Goodman has voting power with
respect to these shares indicated above.
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 ...
Instruction: Dissolution of a group requires a response to this item.
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 five 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.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the
Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(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 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.
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 240.13d-1(c) or 240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
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.
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to 240.13d-1(b):
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By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and 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.
(b) The following certification shall be included if the statement
is filed pursuant to 240.13d-1(c): 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: January 12, 2012
Signature ___________________
Name/Title: Michael J. Gibson,
Managing Director,
Operations and Chief Compliance Officer
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 representatives 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
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)
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