UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 



     

FORM
8-A

 

FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 



    Jaguar Mining Inc.

    (Exact name of registrant as specified in its charter)

 

 



    Ontario, Canada
    98-6396253

    (State of incorporation or organization)
    (I.R.S. Employer Identification No.)

 


    Rua Levindo Lopes 323 – Funcionários
     

    CEP 30140-170 – Belo Horizonte – MG – Brazil
     

    (31) 3232-7100
     

    (Address of principal executive offices)
    (Zip Code)

 

Securities to be registered pursuant to
Section 12(b) of the Act:

 



    
        
Title
        of each Class to be so Registered
        
 
     
    
        
Name of
        each Exchange

        on which each Class is to be Registered
        
 

    Common Share Purchase Rights
     
    New York Stock Exchange

 

 

If this form relates to the registration
of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c),
check the following box. 

x

 

If this form relates to the registration
of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d),
check the following box. 

¨

 

Securities Act registration statement file
number to which this form relates:

 

Not Applicable

 

Securities to be registered pursuant to
Section 12(g) of the Act:

 

None

  


    
 
    
 
    
 

INFORMATION
REQUIRED IN REGISTRATION STATEMENT

 


Item 1.Description of Registrant’s Securities to be
Registered.


 

On March 21, 2012,
the board of directors (the "Board") of Jaguar Mining Inc. (the "Company") adopted a shareholder rights plan,
the terms and conditions of which are set out in a shareholder rights plan agreement, dated March 21, 2012 (the "Shareholder
Rights Plan"). In connection with the adoption of the Shareholder Rights Plan, the Board authorized the issuance of one common
share purchase right (a "Right") in respect of each outstanding common share of the Company ("Share") as of
the close of business on March 21, 2012 (the "Record Time"). One right will also be issued in respect of each share issued
thereafter.

 

The Rights are in all
respects subject to and governed by the provisions of the Shareholder Rights Plan, a copy of which is filed as Exhibit 4.1 hereto
and incorporated herein by reference. Capitalized terms used and not otherwise defined herein shall have the meaning attributed
to such terms in the Shareholder Rights Plan.

 

Exercise of Rights

 

The Rights will separate
from, and will be transferable and traded separately from, the Shares and will be exercisable at the close of business on the second
trading day after the earliest of: (a) the earlier of (i) the first date of public announcement by the Company or a person of facts
indicating that any person has become an Acquiring Person (as defined in the Shareholder Rights Plan) and (ii) the date that the
Company first becomes aware of any facts indicating that any person has become an Acquiring Person; (b) the date of the commencement
of, or first public announcement of the intent of any person (other than the Company or any subsidiary of the Company), to make,
a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid); and (c) the date upon which a Permitted Bid or Competing
Permitted Bid ceases to be such, or such later date as the Board may determine (in any such case, the "Separation Time").

 

Flip-in Event 

 

A transaction in which
a person becomes an Acquiring Person, subject to customary exceptions, will be a "Flip-in Event". Any Rights held by
an Acquiring Person, any persons acting jointly or in concert with the Acquiring Person and certain affiliated persons and transferees
will become void upon the occurrence of a Flip-in Event. After the Separation Time, but prior to the occurrence of a Flip-In-Event,
each Right may be exercised to purchase one Share at the exercise price provided for in the Shareholder Rights Plan. Until adjusted
in accordance with the terms of the Shareholder Rights Plan, the exercise price of a Right will be equal to Cdn.$25.00. Two trading
days after the occurrence of the Flip-in Event, each Right (other than those held by the Acquiring Person, any persons acting jointly
or in concert with the Acquiring Person and certain affiliated persons and transferees) entitles the holder to purchase that number
of Shares which have a market value equal to two times the exercise price of the Rights.

 




    
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Following a Flip-in
Event, the Board may, at its sole option (subject to any necessary stock exchange consent) authorize the Company to, in return
for any Rights not then voided, issue or deliver, debt, equity or other securities or assets (or a combination thereof) having
a value equal to the value of the Right, in full and final settlement of all rights attaching to the Rights.

 

The exercise price
payable and the number of securities issuable upon the exercise of the Rights are subject to adjustment from time to time upon
the occurrence of certain corporate events affecting the Shares.

 

Permitted Bid Requirements

 

The requirements for
a Permitted Bid include the following:

 


·the take-over must be made by way of a take-over bid circular;


 


·the take-over bid must be made to all shareholders;

 


·Shares may be deposited under the take-over bid any time between the date of the bid and the date
Shares are taken up and paid for, and any Shares deposited under the take-over bid may be withdrawn until taken up and paid for;

 


·Shares tendered pursuant to the take-over bid may not be taken up before the expiry of the 60-day
period and only if at such time more than 50% of the Shares held by Independent Shareholders (as defined in the Shareholder Rights
Plan) have been tendered to the take-over bid and not withdrawn; and

 


·if, on the date on which Shares may be taken up and paid for by the bidder, more than 50% of the
Shares held by Independent Shareholders shall have been tendered to the take-over bid, the bidder must make a public announcement
to that effect and the take-over bid must remain open for deposits of Shares for an additional 10 business days from the date of
such public announcement.

 

The Shareholder Rights
Plan allows for a Competing Permitted Bid to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy
all the requirements of a Permitted Bid except that it may expire on the same date as the Permitted Bid, subject to the requirement
that it remain open until the later of 35 days (or such longer period as is prescribed by the Securities Act (Ontario))
after the date the Competing Bid was made and 60 days after the date on which the earliest Permitted Bid which preceded the Competing
Permitted Bid was made (and then only if, at such date, more than 50% of the Shares held by Independent Shareholders have been
tendered to the take-over bid and not withdrawn).

 

Acquiring Person

 

In general, an "Acquiring
Person" is a person who is the Beneficial Owner of 20% or more of the outstanding Shares. Excluded from the definition of
"Acquiring Person" are the Company and its subsidiaries and, generally, any person who becomes a Beneficial Owner of
20% or more of the outstanding Shares as a result of one or more, or any combination of, a Corporate Acquisition, an Exempt Acquisition,
a Permitted Bid, a Competing Permitted Bid, a Pro Rata Acquisition and a Convertible Security Acquisition.

 




    
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Certificates and Transferability

 

Prior to the Separation
Time, the Rights will be evidenced by a legend on certificates for the Shares issued from and after the Record Time (as defined
in the Shareholder Rights Plan) and are not to be transferable separately from the Shares. From and after the Separation Time,
the Rights will be evidenced by Rights certificates, which will be transferable and traded separately from the Shares.

 

Redemption

 

The Rights may be redeemed
by the Board at any time prior to the occurrence of a Flip-in Event at a redemption price of $0.00001 per Right. However, the Rights
will be automatically redeemed in the event of a successful Permitted Bid or Competing Permitted Bid or a bid for which the Board
has waived the operation of the Shareholder Rights Plan.

 

Waiver

 

Prior to the occurrence
of a Flip-in Event, the Board may waive the application of the "flip-in" provisions of the Shareholder Rights Plan to
any prospective Flip-in Event, which would occur by reason of a take-over bid made by a take-over bid circular to all shareholders.
If the Board waives the Shareholder Rights Plan with respect to a particular bid (the "first bid") it will be
deemed to have waived the Shareholder Rights Plan with respect of any other take-over bid made by take-over bid circular prior
to the expiry of the first bid. The Board also may waive the "flip-in" provisions of the Shareholder Rights Plan in respect
of any Flip-in Event provided that the Board has determined that the Acquiring Person became an Acquiring Person through inadvertence
and has reduced its Beneficial Ownership to such a level that it is no longer an Acquiring Person.

 

Amendment

 

The Board, without
the approval of the holders of Rights or Shares, may supplement or amend the Shareholder Rights Plan in order to make any changes
it may deem necessary or desirable (whether or not such action would materially adversely affect the interests of the holders of
Rights or Shares).

 

Term

 

The Shareholder Rights
Plan, and all outstanding Rights, shall terminate and be void on the earlier of: (a) 5:00 p.m. (Toronto time) on July 19, 2012;
and (b) such earlier date or time as may be determined by the Board in its sole discretion.

 




    
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Item 2.Exhibits


 


ExhibitDescription


 


4.1Shareholder Rights Plan Agreement dated as of March 21, 2012, between Jaguar Mining Inc. and Computershare
Investor Services Inc., as Rights Agent

 




    
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SIGNATURE

 

Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

  



    Date: March 21, 2012
    JAGUAR MINING INC.

     
     

     
    By:
    (Signed) James M. Roller

     
     
    Name:
    James M. Roller

     
     
    Title:
    Chief Financial Officer and Treasurer



 




    
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EXHIBIT
INDEX

 


ExhibitDescription


 


4.1Shareholder Rights Plan Agreement dated as of March 21,
2012, between Jaguar Mining Inc. and Computershare Investor Services Inc., as Rights Agent