SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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

Strathmore Minerals Corp.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

862920

(CUSIP Number of Class of Securities)

Susan Garrod

12 Castle Street

St. Helier, Jersey

Channel Islands

JE2 3RT

With copies to:

D’Arcy Nordick

Stikeman Elliott LLP

5300 Commerce Court West

199 Bay Street

Toronto, ON, M5L 1B9

Fax:  416-947-0866

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 19, 2010

(Date of Event which Requires Filing Statement on Schedule 13D)

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 o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 purposes 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).

(Continued on following pages)

CUSIP No.   862920
	(1)	Name of Reporting Person Pala Investments Holdings Limited S.S. or I.R.S. Identification No. of Above Person
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	(3)	SEC Use Only
	(4)	Source of Funds WC (see Item 3)
	(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	(6)	Citizenship or Place of Organization Jersey, Channel Islands
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 10,909,091(1)
			(8)	Shared Voting Power -0-
			(9)	Sole Dispositive Power 10,909,091(1)
			(10)	Shared Dispositive Power -0-
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 10,909,091(1)
	(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	(13)	Percent of Class Represented by Amount in Row (11) 12.81%(2)
	(14)	Type of Reporting Person CO

(1) This total includes the common shares of Strathmore Minerals Corp. issuable upon exercise of the Warrants to purchase common shares of Strathmore Minerals Corp. held by the Reporting Persons.

(2) This percentage is calculated on a partially diluted basis based on 72,458,911common shares of Strathmore Minerals Corp. outstanding as of November 30, 2009, as represented in the Subscription Agreement, plus 12,727,362 common shares issued pursuant to the private placement of Strathmore Minerals Corp on January 19, 2009, including the common shares issuable upon exercise of the Warrants owned by the Reporting Persons.

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CUSIP No.   862920
	(1)	Name of Reporting Person Vladimir Iorich S.S. or I.R.S. Identification No. of Above Person
	(2)	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	(3)	SEC Use Only
	(4)	Source of Funds AF (see Item 3)
	(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	(6)	Citizenship or Place of Organization Germany
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power 10,909,091(1)
			(8)	Shared Voting Power -0-
			(9)	Sole Dispositive Power 10,909,091(1)
			(10)	Shared Dispositive Power -0-
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 10,909,091(1)
	(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	(13)	Percent of Class Represented by Amount in Row (11) 12.81%(2)
	(14)	Type of Reporting Person IN

(1) This total includes the common shares of Strathmore Minerals Corp. issuable upon exercise of the Warrants to purchase common shares of Strathmore Minerals Corp. held by the Reporting Persons.

(2) This percentage is calculated on a partially diluted basis based on 72,458,911common shares of Strathmore Minerals Corp. outstanding as of November 30, 2009, as represented in the Subscription Agreement, plus 12,727,362 common shares issued pursuant to the private placement of Strathmore Minerals Corp on January 19, 2009, including the common shares issuable upon exercise of the Warrants owned by the Reporting Persons.

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Item 1.    Security and Issuer.

This statement on Schedule 13D (the “Statement”) relates to the common shares (“Common Shares”) of Strathmore Minerals Corp. (the “Company”), a corporation incorporated under the laws of British Columbia, Canada.  The Company’s principal excutive offices are located at Suite 700, 1620 Dickson Avenue, Kelowna, BC, V1Y 9Y2.

Item 2.    Identity and Background

(a) This Statement is being filed jointly pursuant to Rule 13d-(1)(k) by:

(i) Pala Investments Holdings Limited, a corporation incorporated under the laws of Jersey, Channel Islands (“Pala”); and

(ii) Vladimir Iorich (“Iorich”).

Pala and Iorich are hereinafter collectively referred to as the “Reporting Persons”. Any disclosures made herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. A copy of the joint filing agreement among the Reporting Persons is attached as Exhibit 1.

(b) The business address of Pala is 12 Castle Street, St. Helier, Jersey JE2 3RT. The business address of Iorich is Dammstrasse 19, Zug, Switzerland 6300.

(c) Pala is a U.S.$1.0 billion wealth-strategy investment company with a particular focus on mining and resource companies in both developed and emerging markets. Iorich is the indirect owner of Pala.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a 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 a finding of any violation with respect to such laws.

(f) The Citizenship of Iorich is Switzerland.

Information with respect to Pala’s directors and executive officers is set forth in Annex A to this Statement and is incorporated herein by reference.

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Item 3.    Source and Amount of Funds or Other Consideration.

The Common Shares reported in this Statement (not including the 3,636,364 Common Share issuable upon the exercise of Common Share purchase warrants of the Company (the “Warrants”) also acquired by Pala) reported in this Statement, over which Pala has sole voting and dispositive power, were acquired by Pala at an aggregate cost of Cdn$3,999,999.85. The funds were provided by working capital of Pala.

Item 4.    Purpose of Transaction

Pala acquired the Common Shares and Warrants of the Company for investment purposes. The Reporting Persons may acquire additional Common Shares and/or Warrants of the Company, whether through prospectus offerings, on the open market, through private transactions or through other forms of acquisition, subject to market conditions.  In addition, the Reporting Persons may seek at any time to dispose all or a portion of the Common Shares and/or Warrants, through open market transactions, negotiated transactions or otherwise.

Pala currently has no plan or proposal with respect to the Company which relates to or could result in any of the matters listed in items 4(a)-(j) of Schedule 13D. The Reporting Persons continue to consider and evaluate strategic alternatives, including entering into transactions which may relate to or result in one or more events listed in items 4(a)-(j) of Schedule 13D. The Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate.

Item 5.    Interest in Securities of the Issuer

(a) As of January 19, 2010, Pala owned 7,272,727 Common Shares, representing approximately 8.92% of the outstanding Common Shares.  As of January 19, 2010, Pala also owned 3,636,364 Warrants to purchase 3,636,364 Common Shares of the Company within two years of the date hereof for CDN$0.75 per Common Share.

(b) Pala has the sole power to direct the voting and disposition of 10,909,091 Common Shares, including the Common Shares issuable upon exercise of the Common Share purchase warrants owned by Pala. By virtue of his position as the indirect owner of Pala, Iorich may be deemed to beneficially own the 10,909,091 Common Shares of the Company beneficially owned by Pala.

(c) Except as disclosed in this Item 5 of this Schedule 13D, neither Pala nor Iorich, nor, to the best knowledge of Pala and Iorich, any of the directors or executive officers of Pala has effected any transaction in the Company’s Common Shares in the 60 days prior to the filing of this Schedule 13D.

(d) Not applicable.

(e) Not applicable.

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Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Common Shares and Warrants were purchased by Pala pursuant to a subscription agreement between Pala and the Company (the “Subscription Agreement”).  Pursuant to the Subscription Agreement Pala purchased 7,272,727 Common Shares and 3,636,364 Warrants to purchase Common Shares aggregate cost of Cdn$3,999,999.85.  Each Warrant entitles Pala to purchase one Common Share for a two year period for CDN$0.75.

Item 7.    Material to be Filed as Exhibits

Exhibit 99.1	Joint Filing Agreement dated as of January 19, 2010.
Exhibit 99.2	Subscription Agreement dated as of January 19, 2010.
Exhibit 99.3	Press release dated January 21, 2010.

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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: January 19, 2010.

PALA INVESTMENTS HOLDINGS LIMITED
By:	(signed) “Susan Garrod”
Name: Susan Garrod
Title: Executive Director
By:	(signed) “Vladimir Iorich”
Name: Vladimir Iorich

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Annex A

Information with respect to Pala’s directors and executive officers is set forth in Annex A to this Statement and is incorporated herein by reference.

Directors and Executive Officers of Pala

Name	Office Held at Pala	Common Shares Beneficially Owned
Susan Garrod	Director	Nil
David Hopkins	Director	Nil
Keith Mackenzie	Director	Nil

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EXHIBIT INDEX

Exhibit 99.1	Joint Filing Agreement dated as of January 19, 2010.
Exhibit 99.2	Subscription Agreement dated as of January 19, 2010.
Exhibit 99.3	Press release dated January 21, 2010.

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EX-99.1

Exhibit 99.1

Joint Filing Agreement

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Shares of Strathmore Minerals Corp. dated January 15, 2010, is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: January 19, 2010.
	PALA INVESTMENTS HOLDINGS LIMITED
	By:	(signed) “Susan Garrod”
	Name:	Susan Garrod
	Title:	Executive Director
	By:	(signed) “Vladimir Iorich”
	Name:	Vladimir Iorich

EX-99.2

Exhibit 99.2

SUBSCRIPTION AGREEMENT

To: STRATHMORE MINERALS CORP. (the “Corporation”)

Subscription:

The Subscriber (defined below) hereby irrevocably subscribes for and agrees to purchase from the Corporation that number units of the Corporation (“Units”) set out below at a price of CDN $0.55 per Unit (collectively, the “Subscription”). Each Unit is comprised of one common share of the Corporation (“Share”) and one-half of one common share purchase warrant of the Corporation (“Warrant”). Each whole Warrant shall entitle the holder thereof to purchase one common share of the Corporation (“Warrant Share”) at an exercise price of CDN $0.75 at any time during the 24 month period following Closing (the “Exercise Period”). The Subscriber agrees to be bound by the Terms and Conditions comprising pages 3 through 8 of this Subscription Agreement.

Subscriber Information: (PRINT ALL INFORMATION OTHER THAN SIGNATURE.)

Name:	Pala Investments Holdings Limited	Number of Units subscribed for:
	(the “Subscriber”)
Signature:
	/s/ Susan Garrod
Name and Title of Signatory where Subscriber not an individual:		X CDN $0.55 =
Susan Garrod  Executive Director		CDN	$4,000,000.00
			(the “Subscription Amount”)
Subscriber’s Complete Address: 12 Castle Street St Helier, Jersey JEZ 3RT		Please complete if purchasing agent for aprincipal (beneficial purchaser) (the “Disclosed Principal”) and not purchasing as a trust company, trust corporation or portfolio manager for accounts fully manager by it:
Telephone Number: +44 1534 639815
e-mail:		(Name of Disclosed Principal)
rluke@pala.com
		Address of Disclosed Principal:
Registration # : 94738
(Social Insurance/Social Security Number,Corporate Tax Account Number or Tax Shelter ID Number)
		Account Reference:

The Subscriber owns, directly or indirectly, the following number of shares of the Corporation (excluding Shares and Warrant Shares):

None

The Subscriber is o or is not x an insider of the Corporation or member of the pro group.

(Please check as is applicable).

1

Securities Certificate Registration Information:	Securities Certificate Delivery Instructions:
Pala Investments Holdings Limited
Name to appear on Register
	(Name)
	(Account Reference, if applicable)
(Account Reference, if applicable)
	Address (including Postal or Zip Code)
Address (including Postal or Zip Code)
	Contact Name: Marc Archambault
	Telephone Number: +41 21 310 2424
	marc.archambault@rbccm.com

The Subscriber further agrees and acknowledges that, in entering into this Subscription Agreement the Corporation is relying upon, and is entitled to rely upon, the representations and warranties of the Subscriber contained in Subscription Agreement, which representations and warranties shall be true and correct both as of the date of execution of this Subscription Agreement by the Subscriber and as of the Closing of the purchase and sale of Units hereunder.

Acceptance:

The Corporation hereby accepts the Subscription set forth above, on the Terms and Conditions contained in this Subscription Agreement, as of on the 19 day Jan 2010.

STRATHMORE MINERALS CORP.
Per:	/s/ [ILLEGIBLE]
Title:	President

TO SUBSCRIBE, SUBSCRIBER MUST RETURN TO THE CORPORATION WITHIN 48 HOURS PRIOR TO CLOSING:

1.Executed Subscription Agreement. (Complete, sign and return pages 1 and 2 of this Subscription Agreement).

2.SCHEDULE A - ACCREDITED INVESTOR DECLARATION (Complete, sign and return pages 8 and 9 of this Subscription Agreement).

3.If US resident, SCHEDULE B- UNITED STATES ACCREDITED INVESTOR QUESTIONNAIRE. (Complete, sign and return pages 10 and 11 of this Subscription Agreement);

4.Certified cheque or bank draft drawn on a Canadian or U.S. bank in the full Subscription Amount payable to STRATHMORE MINERALS CORP.

5.TSX Venture Exchange Form 5C if applicable.

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SCHEDULE A - ACCREDITED INVESTOR DECLARATION

(This Schedule A comprises two pages.)

The undersigned (the “Subscriber”) hereby represents, warrants and declares to Strathmore Minerals Corp. that the Subscriber is a resident of the jurisdiction set out below under “Address” and is an “accredited investor”, as such term is defined in National Instrument 45-106 — Prospectus and Registration Exemptions (“NI 45-106”) by virtue of the Subscriber being:

[Initial each item applicable to Subscriber.]

o(a)a Canadian financial institution (as defined under NI 45-106), or an authorized foreign bank listed in Schedule III of the Bank Act (Canada);

o(b)the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

o(c)a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

o(d)a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

o(e)an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada, as a representative of a person referred to in paragraph (d);

o(f)the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;

o(g)a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

o(h)any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

o(i)a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;

o(j)an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;

o(k)an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

o(l)an individual who, either alone or with a spouse, has net assets of at least $5,000,000;

x(m)a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements;

o(n)an investment fund that distributes or has distributed its securities only to:

(i)a person that is or was an accredited investor at the time of the distribution,

(ii)a person that acquires or acquired securities in the circumstances referred to in Sections 2.10 — Minimum Amount Investment and 2.19 — Additional Investment in Investment Funds of NI 45-106, or;

(iii)a person described in paragraph (i) or (ii) that acquires or acquired securities under Section 2.18 — Investment Fund Reinvestments of NI 45-106;

o(o)an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator, or in Québec, the securities regulatory authority, has issued a receipt;

o(p)a trust company or trust corporation registered or authorized to carry on business

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under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

o(q)a person acting on behalf of a fully managed account managed by that person, if that person:

(i)is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and

(ii)in Ontario, is purchasing a security that is not a security of an investment fund;

o(r)a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

o(s)an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (d) or paragraph (i) in form and function;

o(t)a person in respect of which all of the owners of interests, direct, indirect, or beneficial, except the voting securities required by law to be owned by directors, are persons that are Accredited Investors;

x(u)an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or

o(v)a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as

(i)an accredited investor, or

(ii)an exempt purchaser in Alberta or British Columbia.

IN WITNESS WHEREOF, the undersigned has executed this Declaration and made the representations and warranties contained herein as of the                             day of                                          , 200         .

If a Corporation, Partnership or Other Entity:	If an Individual:
Pala Investments Holdings Limited
Name of Entity	Signature
Corporation
Type of Entity	Print or Type Name
/s/ Susan Garrod
Signature of Person Signing	Address
Susan Garrod        Director
Print or Type Name and Title of Person Signing	Address

As used in this Schedule, the term “person” includes:

(a)an individual,

(b)a corporation,

(c)a partnership, trust fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(d)an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.

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EX-99.3

Exhibit 99.3

PALA INVESTS IN STRATHMORE MINERALS CORP.

TORONTO, ONTARIO – January 21, 2010 – Pala Investments Holdings Limited (“PIHL”) announced today that it purchased common share units (“Share Units”) of Strathmore Minerals Corp. (“Strathmore”) by way of private placement. Each Share Unit consists of one common share (each a “Share”) and one half of a common share purchase warrant (each two one half warrants, a “Warrant”).  Each Warrant entitles the holder thereof to purchase one Share for a two year period for CDN$0.75. PIHL acquired 7,272,727 Share Units consisting of 7,272,727 Shares and 3,636,364 Warrants, representing approximately 8.92% of the total number of Shares of Strathmore on a non-diluted basis.

After giving effect to the acquisitions referred to above, PIHL owns and controls a total of 7,272,727Shares and 3,636,364Warrants of Strathmore, representing 12.81% of the Shares of Strathmore on a partially-diluted basis.

The transactions referred to above took place by way of private placement and not through the facilities of any stock exchange or any other marketplace. The consideration for each Share Unit was CDN$0.55.

PIHL has purchased these securities for investment purposes and may increase or decrease the investment in these securities depending upon future market conditions.

PIHL’s address is 12 Castle Street, St. Helier, Jersey JE2 3RT. For further information please refer to the Early Warning Report posted on SEDAR or contact Colin Murray at 011 41 41 560 9070.

About Pala

Pala Investments Holdings Limited is a US$1.0 billion multi-strategy investment company focused on mining and natural resource companies in both developed and emerging markets. Pala Investments’ exclusive investment advisor, Pala Investments AG, has extensive experience within the mining and natural resource sectors. Pala Investments seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative financing solutions. For more information, visit www.pala.com.

Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to Pala’s future intentions regarding the securities of Strathmore that it owns. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and

are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Pala is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.