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


SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __________)*

Minefinders Corporation Ltd.

Common Stock
602900102

December 31, 2009

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 remainder of this cover page shall be
filled out for a reporting persons
initial filing on this form with
respect to the subject class of
securities, and for any subsequent
amendment containing information which
would alter the disclosures provided in a
prior cover page.

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).

Persons who respond to the collection of
information contained in this form are not
required to respond unless the form
displays a currently valid OMB control
number.

SEC 1745 (3-06) Page 1 of 6 pages




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
       4,855,055
...........................................
...........................................
...........

6. Shares Beneficially by Shared Voting
Power
       0
...........................................
..........................................

7. Reporting Sole Dispositive Power
       5,046,805
...........................................

8. Person With Shared Dispositive Power
       0
...........................................
..........................................

9. Aggregate Amount Beneficially Owned by
Each Reporting Person
       5,046,805
...........................................
................................

10. Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See
Instructions).............................
...............

11. Percent of Class Represented by Amount
in Row (9)
       7.6731
...........................................
...........................................

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.

Page 3 of 6 pages




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);

Page 4 of 6 pages




(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.

(a) Amount beneficially owned:
       5,046,805

(b)Percent of class:
       7.6731

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

(i) Sole power to vote or to direct the
vote:
       4,855,055
(ii) Shared power to vote or to direct the
vote

(iii) Sole power to dispose or to direct
the disposition of:
        5,046,805

(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-(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):

Page 5 of 6 pages




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.

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, 2010

Signature

Name/Title:	Michael J. Gibson, CFO

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)

Page 6 of 6 pages