SC 13G/A 1 d6323098_13-g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.______4______)


Virginia Mines Inc.
(Name of Issuer)


Common Shares, No Par Value
(Title of Class of Securities)


927864 10 8
(CUSIP Number)


December 31, 2014
(Date of Event Which Requires 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)

__________

The information required in 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
927864 10 8
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Libra Advisors, LLC
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
New York
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
0
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
0
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
0
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
0.0%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
  

CUSIP No
927864 10 8
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Ranjan Tandon, LLC
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
3.
SEC USE ONLY
  
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
New York
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
0
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
0
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
0
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
0.0%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
  
     

CUSIP No
927864 10 8
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Libra Fund, L.P.
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
3.
SEC USE ONLY
  
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
0
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
0
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
0
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
0.0%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
  
     

CUSIP No
927864 10 8
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Ranjan Tandon
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
United States of America
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
0
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
0
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
0
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
0.0%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
  


 
927864 10 8
    

Item 1.
(a).
Name of Issuer:
  
       
   
Virginia Mines Inc.
  
       
 
(b).
Address of issuer's principal executive offices:
  
       
   
300 St. Paul Street, Suite 200, City of Québec, Québec, Canada G1K 7R1
  
       
Item 2.
(a)-(c).
Name of person filing, principal business address and citizenship:
  
       
   
Libra Advisors, LLC
767 Third Avenue, 21st Floor
New York, NY 10017
 New York limited liability company
  
       
   
Ranjan Tandon, LLC
767 Third Avenue, 21st Floor
New York, NY 10017
 New York limited liability company
  
       
   
Libra Fund, L.P.
767 Third Avenue, 21st Floor
New York, NY 10017
 Delaware limited partnership
  
 
 
Ranjan Tandon, Managing Member of Libra Advisors, LLC and Ranjan Tandon, LLC
767 Third Avenue, 21st Floor
New York, NY 10017
United States of America
       
 
(d).
Title of class of securities:
  
       
   
Common Shares, No Par Value
  
       
 
(e).
CUSIP No.:
  
       
   
927864 10 8
  
       
       




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);

 
(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 association 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);

 
(j)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 
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:
     
   
0 shares deemed beneficially owned by Libra Advisors, LLC;
0 shares deemed beneficially owned by Ranjan Tandon, LLC;
0 shares deemed beneficially owned by Libra Fund, L.P.;
0 shares deemed beneficially owned by Ranjan Tandon.

 
(b)
Percent of class:
     
   
0.0% deemed beneficially owned by Libra Advisors, LLC;
0.0% deemed beneficially owned by Ranjan Tandon, LLC;
0.0% deemed beneficially owned by Libra Fund, L.P.;
0.0% deemed beneficially owned by Ranjan Tandon.


 
(c)
Number of shares as to which the person has:
     

   
(i)
Sole power to vote or to direct the vote
  
 
     
 
Libra Advisors, LLC:  0
Ranjan Tandon, LLC:  0
Libra Fund, L.P.:  0
Ranjan Tandon:  0
 
  
   
(ii)
Shared power to vote or to direct the vote
  
 
     
 
Libra Advisors, LLC:  0
Ranjan Tandon, LLC:  0
Libra Fund, L.P.:   0
Ranjan Tandon:  0
 
  
   
(iii)
Sole power to dispose or to direct the disposition of
  
 
     
 
Libra Advisors, LLC:  0
Ranjan Tandon, LLC:  0
Libra Fund, L.P.:  0
Ranjan Tandon:  0
 
  
   
(iv)
Shared power to dispose or to direct the disposition of
  
 
     
 
Libra Advisors, LLC:  0
Ranjan Tandon, LLC:  0
Libra Fund, L.P.:   0
Ranjan Tandon:  0
  

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 [X].
 
   
   
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.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(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 or control person 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.
 
 
Not applicable
   

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 Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
 
Not applicable
   

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.
 
 
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, other than activities solely in connection with a nomination under §240.14a-11.

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.

 
January 13, 2015
 
(Date)
   
 
/s/ Libra Advisors, LLC*
 
(Signature)
   
 
By:  /s/ Ranjan Tandon
 
(Signature)
 
Ranjan Tandon/Managing Member
 
(Name/Title)


 
/s/ Ranjan Tandon, LLC*
 
(Signature)
   
 
By:  /s/ Ranjan Tandon
 
(Signature)
   
 
Ranjan Tandon/Managing Member
 
(Name/Title)
   
   
 
/s/ Libra Fund, L.P.*
 
(Signature)
   
 
By:  /s/ Ranjan Tandon
 
(Signature)
   
 
Ranjan Tandon/Managing Member of General Partner
 
(Name/Title)
   
   
 
By:  /s/ Ranjan Tandon
 
(Signature)
   
 
Ranjan Tandon
 
(Name/Title)

* The Reporting Persons disclaim beneficial ownership in the Common Shares, except to the extent of his or its pecuniary interest therein.
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 representative's 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 s.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).
Exhibit A


AGREEMENT

The undersigned agree that this Schedule 13G, Amendment No. 4, dated January 13, 2015 relating to the Common Shares, No Par Value of Virginia Mines Inc. shall be filed on behalf of the undersigned.


   
 
/s/ Libra Advisors, LLC
 
(Signature)
   
 
By:  /s/ Ranjan Tandon
 
(Signature)
   
 
Ranjan Tandon/Managing Member
 
(Name/Title)

 
/s/ Ranjan Tandon, LLC
 
(Signature)
 
By:  /s/ Ranjan Tandon
 
(Signature)
   
 
Ranjan Tandon/Managing Member
 
(Name/Title)
   
 
/s/ Libra Fund, L.P.
 
(Signature)
   
 
By:  /s/ Ranjan Tandon
 
(Signature)
   
 
 
Ranjan Tandon/Managing Member of General Partner
 
(Name/Title)
   
   
 
By:  /s/ Ranjan Tandon
 
(Signature)
   
 
Ranjan Tandon
 
(Name/Title)







SK 03784 0001 6323098