sc13da108911002_06282012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

MAG Silver Corp.
(Name of Issuer)

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

55903Q104
(CUSIP Number)
 
MINING INVESTORS FOR SHAREHOLDER VALUE
c/o Jeffrey E. Eberwein
4 Lockwood Avenue
Old Greenwich, Connecticut 06870
(917) 576-9420
 
STEVEN WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 28, 2012
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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).
 
 
 

 
CUSIP NO. 55903Q104
 
1
NAME OF REPORTING PERSON
 
JEFFREY E. EBERWEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
100,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
100,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
100,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
2

 
CUSIP NO. 55903Q104
 
1
NAME OF REPORTING PERSON
 
CHARLES M. GILLMAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
3

 
CUSIP NO. 55903Q104
 
1
NAME OF REPORTING PERSON
 
MASON HILL PARTNERS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
493,800
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
493,800
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
493,800
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
4

 
CUSIP NO. 55903Q104
 
1
NAME OF REPORTING PERSON
 
EQUINOX PARTNERS, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,317,800
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,317,800
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,317,800
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.8%
14
TYPE OF REPORTING PERSON
 
PN

 
5

 
CUSIP NO. 55903Q104
 
1
NAME OF REPORTING PERSON
 
MASON HILL ADVISORS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,826,600
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,826,600
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,826,600
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
IA

 
6

 
CUSIP NO. 55903Q104
 
1
NAME OF REPORTING PERSON
 
EQUINOX ASSET MANAGEMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,811,600
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,811,600
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,811,600
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14
TYPE OF REPORTING PERSON
 
HC, OO

 
7

 
CUSIP NO. 55903Q104
 
1
NAME OF REPORTING PERSON
 
EQUINOX ILLIQUID FUND, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
15,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
15,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
8

 
CUSIP NO. 55903Q104
 
1
NAME OF REPORTING PERSON
 
EQUINOX ILLIQUID GENERAL PARTNER, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
15,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
15,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
9

 
CUSIP NO. 55903Q104
 
1
NAME OF REPORTING PERSON
 
SEAN M. FIELER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,826,600
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,826,600
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,826,600
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
IN

 
10

 
CUSIP NO. 55903Q104
 
1
NAME OF REPORTING PERSON
 
CCM OPPORTUNISTIC PARTNERS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
42,453
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
42,453
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,453
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
11

 
CUSIP NO. 55903Q104
 
1
NAME OF REPORTING PERSON
 
CCM OPPORTUNISTIC ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
42,453
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
42,453
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,453
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IA

 
12

 
CUSIP NO. 55903Q104
 
1
NAME OF REPORTING PERSON
 
ALFRED JOHN KNAPP, JR.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
176,503
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
176,503
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
176,503
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
13

 
CUSIP NO. 55903Q104
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended and restated to read as follows:
 
(a)           This statement is filed by:
 
 
(i)
Jeffrey E. Eberwein;
 
 
(ii)
Charles M. Gillman;
 
 
(iii)
Mason Hill Partners, LP, a Delaware limited partnership (“Mason Hill Partners”), with respect to the shares of Common Stock directly and beneficially owned by it;
 
 
(iv)
Equinox Partners, L.P., a Delaware limited partnership (“Equinox Partners”), with respect to the shares of Common Stock directly and beneficially owned by it;
 
 
(v)
Mason Hill Advisors LLC, a Delaware limited liability company (“Mason Hill”), as the investment adviser of Equinox Partners, Mason Hill Partners and Illiquid (as defined below);
 
 
(vi)
Equinox Asset Management LLC, a Delaware limited liability company (“EAM”), as the sole general partner of each of Equinox Partners and Mason Hill Partners;
 
 
(vii)
Equinox Illiquid Fund, LP, a Delaware limited partnership (“Illiquid”), with respect to the shares of Common Stock directly and beneficially owned by it;
 
 
(viii)
Equinox Illiquid General Partner, LP, a Delaware limited partnership (“Illiquid GP”), as the sole general partner of Illiquid;
 
 
(ix)
Sean M. Fieler, as the owner of a controlling interest in Mason Hill and the managing member of each of Mason Hill and EAM;
 
 
(x)
CCM Opportunistic Partners, LP, a Texas limited partnership (“CCM”), with respect to the shares of Common Stock directly and beneficially owned by it;
 
 
(xi)
CCM Opportunistic Advisors, LLC, a Texas limited liability company (“CCM Advisors”), as the investment manager of CCM; and
 
 
(xii)
Alfred John Knapp, Jr., with respect to the shares of Common Stock directly and beneficially owned by him and as the manager of CCM Advisors.
 
 
14

 
CUSIP NO. 55903Q104
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6, and is a member of a group formed by the Reporting Persons known as Mining Investors for Shareholder Value (“MISV”).  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The principal business address of Mr. Eberwein is 4 Lockwood Avenue, Old Greenwich, Connecticut 06870.  The principal business address of Mr. Gillman is 15 East 5th Street, Suite 3200, Tulsa, Oklahoma 74103.  The address of the principal offices of each of Mason Hill Partners, Equinox Partners, Mason Hill, EAM, Illiquid, Illiquid GP and Mr. Fieler is 623 Fifth Avenue, 27th Floor, New York, New York 10022.  The address of the principal offices of each of CCM and CCM Advisors is 1177 West Loop South, Suite 1310, Houston, Texas 77002.  The principal business address of Mr. Knapp is 919 Milam, Suite 1900, Houston, Texas 77002.
 
(c)           The principal occupation of Mr. Eberwein is a private investor.
 
The principal occupation of Mr. Gillman is providing portfolio management services to Nadel and Gussman, LLC, a management company that employs personnel for business entities related to family members of Herbert Gussman.
 
Each of Equinox Partners, Mason Hill Partners and Illiquid is a private investment fund.  The principal business of Mason Hill is serving as an investment adviser to certain affiliated funds, including Equinox Partners, Mason Hill Partners and Illiquid.  The principal business of EAM is serving as the sole general partner of each of Equinox Partners and Mason Hill Partners.   The principal business of Illiquid GP is serving as the sole general partner of Illiquid.  The principal occupation of Mr. Fieler is serving as the managing member of each of Mason Hill and EAM.
 
The principal business of CCM is investing in securities.  The principal business of CCM Advisors is serving as the investment manager of CCM.  The principal occupation of Mr. Knapp is serving as the manager of CCM Advisors.
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Messrs. Eberwein, Gillman, Fieler and Knapp are citizens of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The shares of Common Stock beneficially owned by Mr. Eberwein were purchased with personal funds in open market purchases and have an aggregate purchase price of $849,971, including brokerage commissions.
 
 
15

 
CUSIP NO. 55903Q104
 
The shares of Common Stock purchased by each of Mason Hill Partners, Equinox Partners and Illiquid were purchased with the working capital of such funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase price of the 4,826,600 shares of Common Stock beneficially owned in the aggregate by Mason Hill Partners, Equinox Partners and Illiquid is approximately $35,728,005, including brokerage commissions.
 
The shares of Common Stock purchased by CCM were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase price of the 42,453 shares of Common Stock beneficially owned by CCM is approximately $432,780, including brokerage commissions.
 
The shares of Common Stock beneficially owned by Mr. Knapp were purchased with personal funds in open market purchases and have an aggregate purchase price of $1,141,314, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
  
Item 4 is hereby amended to add the following:
 
The Reporting Persons, who have formed a group known as Mining Investors for Shareholder Value (“MISV”), purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
MISV may engage in communications with management and the Board of Directors (the “Board”) of the Issuer, engage in discussions with shareholders of the Issuer and others, and make proposals to the Issuer concerning business or strategic alternatives for the Issuer.

MISV is highly concerned about further dilution of shareholders’ effective ownership in the Minera Juanicipio Joint Venture (“Juanicipio JV”), which represents the vast majority of the Issuer’s net asset value.  Since the Juanicipio JV’s discovery of the significant Valdecañas vein over six years ago, the Issuer’s shares outstanding have increased by more than 50% due to, in MISV’s view, ill-advised equity offerings and excessive option grants to management and the Board.  Moreover, the vast majority of funds raised has been spent on exploration efforts outside of the Juanicipio JV and on high corporate overhead.  In the opinion of MISV, the value created by these exploration efforts has been minimal and certainly not worth the 50% increase in shares outstanding.  MISV firmly believes that incumbent management and the Board have destroyed net asset value per share and will continue to do so by pursuing the current strategy.

For more than two years, certain of the Reporting Persons have repeatedly stressed to both management and the Board the urgent need to limit dilution of shareholders’ ownership in the Juanicipio JV.  While management has not contested the substance of these concerns, their behavior has not changed in any meaningful way.  Based on past behavior, MISV believes management will continue to use the value of the Juanicipio JV to raise equity financing and fund exploration outside of the Juanicipio JV and, in so doing, will continue to dilute the value of the Juanicipio JV to the Issuer’s shareholders.  Furthermore, as the Issuer is not the majority owner and operator of the Juanicipio JV, the Issuer does not require the personnel or expense structure of a typical mining company. Accordingly, MISV strongly believes the Issuer should reduce its current high level of corporate overhead and option grants to management and the Board.  In evidence of excessive compensation, Institutional Shareholder Services Inc., a leading independent proxy advisory firm, recommended voting against the incumbents’ stock option proposal at the Issuer’s 2011 annual general meeting.

MISV calls on the Board to refrain from any further value-destructive dilution of shareholders and not to take any action that negatively impacts the Issuer’s corporate governance or is otherwise adverse to shareholders’ best interests, including, without limitation, lowering the threshold on the Issuer’s poison pill, altering the structure of the Board, delaying the annual general meeting of shareholders or adopting other anti-takeover or defensive measures.  MISV reminds the Board of their fiduciary duties and intends to hold the Board accountable for any actions that result in further erosion of shareholder value.
 
 
16

 
CUSIP NO. 55903Q104
 
No Reporting Person has any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with the completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board of the Issuer, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including seeking board representation) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of shares of Common Stock reported owned by each Reporting Person is based upon 55,667,139 shares of Common Stock outstanding as of May 14, 2012, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on May 16, 2012.
 
As of the close of business on June 29, 2012, Mr. Eberwein beneficially owned 100,000 shares of Common Stock.
 
As of the close of business on June 29, 2012, Mr. Gillman did not beneficially own any shares of Common Stock.
 
As of the close of business on June 29, 2012, Mason Hill Partners beneficially owned 493,800 shares of Common Stock, constituting less than 1% of the shares of Common Stock outstanding.  As of the close of business on June 29, 2012, Equinox Partners beneficially owned 4,317,800 shares of Common Stock, constituting approximately 7.8% of the shares of Common Stock outstanding.  EAM, as the sole general partner of each of Mason Hill Partners and Equinox Partners, may be deemed the beneficial owner of the 4,811,600 shares of Common Stock owned in the aggregate by Mason Hill Partners and Equinox Partners.  As of the close of business on June 29, 2012, Illiquid beneficially owned 15,000 shares of Common Stock, constituting less than 1% of the shares of Common Stock outstanding.  Illiquid GP, as the sole general partner of Illiquid, may be deemed the beneficial owner of the 15,000 shares of Common Stock owned by Illiquid.  Mason Hill, as the investment advisor of each of Mason Hill Partners, Equinox Partners and Illiquid, may be deemed the beneficial owner of the 4,826,600 shares of Common Stock owned in the aggregate by Mason Hill Partners, Equinox Partners and Illiquid.  Mr. Fieler, as the owner of a controlling interest in Mason Hill and the managing member of each of Mason Hill and EAM, may be deemed the beneficial owner of the 4,826,600 shares of Common Stock owned in the aggregate by Mason Hill Partners, Equinox Partners and Illiquid.
 
As of the close of business on June 29, 2012, CCM beneficially owned 42,453 shares of Common Stock, constituting less than 1% of the shares of Common Stock outstanding.  CCM Advisors, as the investment manager of CCM, may be deemed the beneficial owner of the 42,453 shares of Common Stock owned by CCM.  Mr. Knapp, as the manager of CCM Advisors, may be deemed the beneficial owner of the 42,453 shares of Common Stock owned by CCM in addition to the 134,050 shares of Common Stock owned by him individually.
 
An aggregate of 5,103,103 shares of Common Stock, constituting approximately 9.2% of the shares of Common Stock outstanding, are reported in this Schedule 13D.
 
(b)           Mr. Eberwein has the sole power to vote and dispose of the shares of Common Stock reported owned by him individually.  By virtue of its position with each of Mason Hill Partners, Equinox Partners and Illiquid, Mason Hill may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by Mason Hill Partners, Equinox Partners and Illiquid.  By virtue of its position with Mason Hill Partners and Equinox Partners, EAM may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by Mason Hill Partners and Equinox Partners.  By virtue of his position with each of Mason Hill and EAM, Mr. Fieler may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by Mason Hill Partners, Equinox Partners and Illiquid.  By virtue of its position with Illiquid, Illiquid GP may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by Illiquid.  By virtue of their respective positions with CCM, each of CCM Advisors and Mr. Knapp may be deemed to have the sole power to vote and dispose of the shares of Common Stock reported owned by CCM.  Mr. Knapp has the sole power to vote and dispose of the shares of Common Stock reported owned by him individually.
 
 
17

 
CUSIP NO. 55903Q104
 
Each Reporting Person, as a member of a “group” known as MISV with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the shares of Common Stock directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein.
 
(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On June 28, 2012, the Reporting Persons entered into a Joint Filing Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer and (b) the Reporting Persons agreed to form a group known as MISV for the purpose of (x) seeking the cessation of the dilution of the Issuer’s shareholders with respect to Minera Juanicipio, S.A. DE C.V., (y) seeking the exploration of strategic alternatives and the enhancement of long-term shareholder value at the Issuer and (z) taking all other action necessary or advisable to achieve the foregoing.  A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Joint Filing Agreement by and among Jeffrey Eberwein, Charles M. Gillman, Mason Hill Advisors LLC, Equinox Asset Management LLC, Equinox Partners, L.P., Mason Hill Partners, LP, Equinox Illiquid General Partner, LP, Equinox Illiquid Fund, LP, Sean M. Fieler, CCM Opportunistic Partners, LP, CCM Opportunistic Advisors, LLC and Alfred John Knapp, Jr., dated June 28, 2012.
 
 
18

 
CUSIP NO. 55903Q104
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  June 29, 2012
 
 
/s/ Jeffrey Eberwein
 
JEFFREY EBERWEIN


 
/s/ Charles M. Gillman
 
CHARLES M. GILLMAN


 
MASON HILL ADVISORS LLC
   
 
By:
/s/ Sean M. Fieler
   
Name:
Sean M. Fieler
   
Title:
Manager


 
EQUINOX ASSET MANAGEMENT LLC
   
 
By:
/s/ Sean M. Fieler
   
Name:
Sean M. Fieler
   
Title:
Manager


 
EQUINOX PARTNERS, L.P.
   
 
By:
Equinox Asset Management LLC,
   
General Partner
     
 
By:
/s/ Sean M. Fieler
   
Name:
Sean M. Fieler
   
Title:
Manager


 
MASON HILL PARTNERS, LP
   
 
By:
Equinox Asset Management LLC,
   
General Partner
     
 
By:
/s/ Sean M. Fieler
   
Name:
Sean M. Fieler
   
Title:
Manager
 
 
19

 
CUSIP NO. 55903Q104

 
EQUINOX ILLIQUID GENERAL PARTNER, LP
   
 
By:
/s/ Sean M. Fieler
   
Name:
Sean M. Fieler
   
Title:
Authorized Signatory


 
EQUINOX ILLIQUID FUND, LP
   
 
By:
Equinox Illiquid General Partner, LP,
   
General Partner
     
 
By:
/s/ Sean M. Fieler
   
Name:
Sean M. Fieler
   
Title:
Authorized Signatory


 
/s/ Sean M. Fieler
 
SEAN M. FIELER


 
CCM OPPORTUNISTIC PARTNERS, LP
   
 
By:
CCM Opportunistic Partners GP, LP,
   
General Partner
     
 
By:
CCM GP, LLC,
   
General Partner
     
     
 
By:
/s/ Alfred John Knapp, Jr.
   
Name:
Alfred John Knapp, Jr.
   
Title:
Manager


 
CCM OPPORTUNISTIC ADVISORS, LLC
   
 
By:
/s/ Alfred John Knapp, Jr.
   
Name:
Alfred John Knapp, Jr.
   
Title:
Manager


 
/s/ Alfred John Knapp, Jr.
 
ALFRED JOHN KNAPP, JR.
 
 
20

 
CUSIP NO. 55903Q104

SCHEDULE A
 
Transactions in the shares of Common Stock During the Past 60 Days
 
Shares of Common Stock
Purchased / (Sold)
Price Per
Share($)
Date of
Purchase / Sale
       
JEFFREY EBERWEIN
 
1000
 
8.8070
06/11/12
1000
 
8.6270
06/11/12
1000
 
8.7865
06/11/12
1000
 
8.8168
06/11/12
1000
 
8.6165
06/11/12
1000
 
8.6265
06/11/12
800
 
8.8087
06/11/12
200
 
8.7995
06/11/12
1000
 
8.5970
06/11/12
1000
 
8.6170
06/11/12
1000
 
8.6470
06/11/12
1000
 
8.6470
06/11/12
1000
 
8.7770
06/11/12
1000
 
8.7770
06/11/12
1000
 
8.8070
06/11/12
1000
 
8.6170
06/11/12
1000
 
8.8670
06/12/12
1000
 
8.9170
06/12/12
1000
 
8.9570
06/12/12
400
 
8.7675
06/12/12
2300
 
9.0099
06/13/12
900
 
9.0100
06/13/12
831
 
8.9883
06/13/12
169
 
8.9800
06/13/12
100
 
9.0798
06/13/12
100
 
9.0749
06/13/12
100
 
9.0090
06/13/12
1600
 
8.9544
06/13/12
1000
 
8.9070
06/13/12
1000
 
8.9170
06/13/12
1000
 
8.9770
06/13/12
1000
 
8.9770
06/13/12
1000
 
9.0070
06/13/12
1000
 
9.0270
06/13/12
500
 
8.9340
06/13/12
100
 
8.9699
06/13/12
1394
 
8.5100
06/15/12
1000
 
8.5000
06/15/12
1000
 
8.8070
06/15/12
894
 
8.5300
06/15/12
750
 
8.7200
06/15/12
 
 
 

 
CUSIP NO. 55903Q104
 
600
 
8.7799
06/15/12
300
 
8.7533
06/15/12
200
 
8.7199
06/15/12
106
 
8.5558
06/15/12
100
 
8.5299
06/15/12
100
 
8.7728
06/15/12
50
 
8.8498
06/15/12
6
 
9.6850
06/15/12
2500
 
8.5128
06/15/12
1000
 
8.7470
06/15/12
1000
 
8.7570
06/15/12
1000
 
8.7870
06/15/12
1000
 
8.8070
06/15/12
1000
 
8.8070
06/15/12
1670
 
8.5737
06/18/12
1000
 
8.1369
06/18/12
1000
 
8.1369
06/18/12
1000
 
8.1369
06/18/12
1000
 
8.1365
06/18/12
500
 
8.1300
06/18/12
400
 
8.1374
06/18/12
200
 
8.2000
06/18/12
30
 
8.4130
06/18/12
2000
 
8.1435
06/18/12
1000
 
8.1170
06/18/12
100
 
8.0499
06/18/12
1000
 
8.8369
06/19/12
898
 
8.8300
06/19/12
100
 
8.8299
06/19/12
2
 
12.3150
06/19/12
2000
 
8.8035
06/19/12
1000
 
8.8070
06/19/12
1000
 
8.8370
06/19/12
1000
 
8.8370
06/19/12
1000
 
8.8370
06/19/12
5800
 
8.5200
06/20/12
2600
 
8.5227
06/20/12
2200
 
8.5199
06/20/12
1200
 
8.5158
06/20/12
100
 
8.5180
06/20/12
100
 
8.5197
06/20/12
1000
 
8.0870
06/21/12
1000
 
8.0865
06/21/12
1000
 
7.9170
06/21/12
1000
 
7.8770
06/21/12
1000
 
7.8870
06/21/12
1000
 
7.8770
06/21/12
1000
 
7.8870
06/21/12
1000
 
7.9670
06/21/12
1000
 
8.2370
06/21/12
 
 
 

 
CUSIP NO. 55903Q104
 
1000
 
8.2570
06/21/12
1000
 
8.2670
06/21/12
1000
 
8.2970
06/21/12
1000
 
8.3370
06/21/12
1000
 
8.2570
06/21/12
1000
 
8.2770
06/21/12
2300
 
7.7900
06/25/12
2200
 
7.8500
06/25/12
300
 
7.8633
06/25/12
200
 
7.8150
06/25/12
2500
 
7.8428
06/25/12
2500
 
7.7827
06/25/12
       
EQUINOX PARTNERS, L.P.
       
97,900
 
8.1184
06/28/12
  7,000   8.6997 06/29/12