Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Metalline
Mining Company
(Exact
name of registrant as specified in its charter)
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Nevada
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91-1766677
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1330
E. Margaret Ave., Coeur d'Alene, ID 83815
(Address
of principal executive offices)
Metalline
Mining Company 2006 Stock Option Plan
(full
title of the plan)
Merlin
Bingham, President
1330
E. Margaret Ave.
Coeur
d'Alene, ID 83815
(208)
665-2002
(Name,
address and telephone number, including area code, of agent for
service)
Copy
to:
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Theresa
Mehringer, Esq.
Burns
Figa & Will, P.C.
6400
S. Fiddlers Green Circle, Suite 1000
Greenwood
Village, Colorado 80111
(303)
796-2626
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CALCULATION
OF REGISTRATION FEE
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Title
of Securities to be Registered
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Amount
to Be Registered (1)
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Proposed
Maximum Offering Price Per Share (2)
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Proposed
Maximum Aggregate Offering Price (2)
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Amount
of Registration Fee (2)
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Common
Stock, $.01 par value per share, under the:
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|
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|
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|
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Metalline
Mining Company 2006 Stock Option Plan
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5,000,000
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$
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3.09
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$
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15,450,000
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$
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1,653
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Total
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5,000,000
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$
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3.09
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$
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15,450,000
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$
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1,653
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(1)
This
Registration Statement covers 5,000,000 shares of common stock, $0.01 par value
per share, of Metalline Mining Company (the “Common Stock”) issued or issuable
pursuant to the Metalline Mining Company 2006 Stock Option Plan (the “Plan”). In
addition, pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement covers an indeterminable number of additional shares
of Common Stock as may hereafter be offered or issued pursuant to the Plan,
as
necessary to adjust the number of shares reserved for issuance pursuant to
the
Plan as the result of any future stock split, stock dividend or similar
adjustment of the outstanding common stock.
(2)
Estimated
solely for the purpose of calculating the registration fee pursuant to
Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"). The calculation of the registration fee is based upon a
per
share price of $3.09 which was the closing price of Metalline Mining Company
common stock on February 5, 2007, as reported for such date on the American
Stock Exchange.
EXPLANATORY
NOTE
The
5,000,000 shares of common stock, $0.01 par value per share (the “Common Stock”)
of Metalline Mining Company, a Nevada corporation (the “Company”), being
registered pursuant to this Form S-8 are shares of Common Stock issued or
issuable to participants under the 2006 Stock Option Plan (the “Plan”).
This
Registration Statement contains two parts. The first part contains a prospectus
prepared in accordance with the requirements of Part I of Form S-3 (in
accordance with Section C of the General Instructions to the Form S-8) which
covers reoffers and resales of “restricted securities” and/or “control
securities” (as such terms are defined in Section C of the General Instructions
to Form S-8) of the Company. This Reoffer prospectus relates to up to 72,000
shares of Common Stock that have been issued to employees, officers, directors,
and advisors of the Company pursuant to the Plan. The second part of this
Registration Statement contains information required in the Registration
Statement pursuant to Part II of Form S-8. The Form S-8 portion of this
Registration Statement will be used for offers of shares of Common Stock of
Metalline Mining Company issued pursuant to the Plan. The Plan Information
specified by Part I of Form S-8 is not being filed with the Securities and
Exchange Commission but will be delivered to all participants in the Plan
pursuant to Securities Act Rule 428(b)(1).
PART
I
REOFFER
PROSPECTUS
METALLINE
MINING COMPANY
72,000
SHARES OF COMMON STOCK
(par
value $0.01 per share)
This
Prospectus may be used by certain persons (the “Selling Stockholders”) who may
be deemed to be affiliates of Metalline Mining Company, a Nevada corporation
(the “Company” or the “Registrant”), to sell a maximum of 72,000 shares
of
our Common Stock (the “Common Stock”), $0.01 par value per share (the “Shares”)
which have been acquired by the Selling Stockholders pursuant to the Metalline
Mining Company 2006 Stock Option Plan (the “Plan”).
The
Shares may be offered from time to time by any or all of the Selling
Stockholders (and their donees and pledgees) through ordinary brokerage
transactions, in negotiated transactions or in other transactions, at such
prices as he or she may determine, which may relate to market prices prevailing
at the time of sale or be a negotiated price. All brokers' commissions or
discounts will be paid by the Selling Stockholders. However, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 under
the
Securities Act of 1933, as amended (the “Securities Act”), may be sold under
Rule 144 rather than pursuant to this Prospectus. See “Plan of Distribution.” We
will receive none of the proceeds of this offering. All expenses incurred in
connection with the preparation and filing of this Prospectus and the related
Registration Statement are being paid by us.
See
"Risk Factors" on page 4 hereof for a discussion of certain factors that should
be carefully considered by prospective purchasers.
Our
common stock is traded on the American Stock Exchange, or AMEX, under the symbol
“MMG”. On February 5, 2007, the last reported sale price of our common stock on
AMEX was $3.09 per share.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this Prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
The
date
of this prospectus is February 9, 2007.
TABLE
OF CONTENTS
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PROSPECTUS
SUMMARY
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3
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NOTE
OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
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3
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RISK
FACTORS
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4
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USE
OF PROCEEDS
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9
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SELLING
SECURITY HOLDERS
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9
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THE
PLAN OF DISTRIBUTION
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10
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DESCRIPTION
OF SECURITIES
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11
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MATERIAL
CHANGES
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12
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DOCUMENTS
INCORPORATED BY REFERENCE
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11
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SEC
POSITION ON INDEMNIFICATION
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12
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No
dealer, salesperson or other person has been authorized to give any information
or to make any representation not contained in this Prospectus and, if given
or
made, such information or representation must not be relied upon as having
been
authorized by the Company. This Prospectus does not constitute an offer to
sell
or a solicitation of an offer to buy any of the securities offered hereby in
any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there have
been no changes in the affairs of the Company since the date
hereof.
PROSPECTUS
SUMMARY
The
following summary highlights selected information contained in this Prospectus.
This summary does not contain all the information you should consider before
investing in the securities. Before making an investment decision, you should
read the entire prospectus carefully.
Metalline
Mining Company
Metalline
Mining Company (the "Company") is an exploration stage company, formed under
the
laws of the state of Nevada on August 20, 1993, to engage in the business of
mining. The Company currently owns twelve concessions, which are located in
the
municipality of Sierra Mojada, Coahuila, Mexico (the “Property”). The Company's
objective is to define sufficient mineral reserves on the Property to justify
the development of a mechanized mining operation (the "Project"). The Company
conducts its operations in Mexico through its wholly owned Mexican subsidiaries,
Minera Metalin S.A. de C.V. (“Minera”) and Contratistas de Sierra Mojada S.A. de
C.V.
The
Offering
Common
stock offered by selling stockholders includes up to 72,000 shares of common
stock issued pursuant to the 2006 Stock Option Plan.
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The
72,000 common shares represent less than 1% of our outstanding common
stock.
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Use
of proceeds. We will not receive any proceeds from the sale of the
common
stock.
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| · |
American
Stock Exchange Symbol: MMG
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The
above
information regarding common stock to be outstanding after the offering is
based
on 34,207,912 shares of common stock outstanding as of February 5, 2007 and
assumes the sale of common stock by the Plan participants.
Note
of Caution Regarding Forward-Looking Statements
This
Prospectus includes certain statements that may be deemed to be "forward-looking
statements." All statements, other than statements of historical facts, included
in this Prospectus that address activities, events or developments that our
management expects, believes or anticipates will or may occur in the future
are
forward-looking statements. Such forward-looking statements include discussion
of such matters as:
| · |
The
amount and nature of future capital, development and exploration
expenditures;
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| · |
The
timing of exploration activities;
and
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Business
strategies and development of our business
plan.
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Forward-looking
statements also typically include words such as "anticipate", "estimate",
"expect", "potential", "could" or similar words suggesting future outcomes.
These statements are based on certain assumptions and analyses made by us in
light of our experience and our perception of historical trends, current
conditions, expected future developments and other factors we believe are
appropriate in the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, including such factors as the volatility
and level of oil and natural gas prices, currency exchange rate fluctuations,
uncertainties in cash flow, expected acquisition benefits, exploration drilling
and operating risks, competition, litigation, environmental matters, the
potential impact of government regulations, and other matters discussed under
the caption "Risk Factors," many of which are beyond our control. Readers are
cautioned that forward-looking statements are not guarantees of future
performance and that actual results or developments may differ materially from
those expressed or implied in the forward-looking statements.
Cautionary
Note
The
Company is an exploration stage company and does not currently have any known
reserves and cannot be expected to have reserves unless and until a feasibility
study is completed for the Sierra Mojada concessions that shows proven and
probable reserves. There can be no assurance that the Company's concessions
contain proven and probable reserves and investors may lose their entire
investment in the Company.
Set
forth
below and elsewhere in this Prospectus and in other documents we file with
the
Securities and Exchange Commission are risks and uncertainties that could cause
actual results to differ materially from the results contemplated by the
forward-looking statements contained in this Prospectus.
Risk
Factors
This
investment has a high degree of risk. Before you invest you should carefully
consider the risks and uncertainties described below and the other information
in this Prospectus. If any of the following risks actually occur, our business,
operating results and financial condition could be harmed and the value of
our
stock could go down. This means you could lose all or a part of your
investment.
RISKS
RELATED TO OUR BUSINESS:
Exploration
Stage Mining Company With No History of Operation
The
Company is in its exploration stage, has very limited operating history, and
is
subject to all the risks inherent in a new business enterprise. The likelihood
of success of the Company must be considered in light of the problems, expenses,
difficulties, complication, and delays frequently encountered in connection
with
a new business, and the competitive and regulatory environment in which the
Company will operate.
Due
to Our History of Operating Losses, We are Uncertain That We Will Be Able to
Maintain Sufficient Cash to Accomplish Our Business Objectives
During
the fiscal years ended October 31, 2006 and 2005 we suffered net losses of
$11,193,037 and $3,302,161, respectively. At October 31, 2006 there was
stockholders' equity of $11,122,129 and a working capital of $6,175,396. There
is no assurance that we can generate net income, increase revenues or
successfully explore and exploit our properties.
See
the
"Plan of Operation" below for a description of management's plans in regard
to
this issue. The financial statements do not include any adjustments relating
to
the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should we be unsuccessful
in implementing these plans.
No
Commercially Mineable Ore Body; Resources and Reserves
No
commercially mineable ore body has been delineated on the properties, nor have
any reserves been identified. The Company is an exploration stage company and
does not currently have any known reserves and cannot be expected to have
reserves unless and until a feasibility study is completed for the Sierra Mojada
concessions that shows proven and probable reserves. There can be no assurance
that the Company's concessions will ever contain reserves and investors may
lose
their entire investment in the Company.
We
have
not yet established any reserves. There are numerous uncertainties inherent
in
estimating quantities of zinc reserves, including many factors beyond our
control, and no assurance can be given that the recovery of zinc will be
realized. In general, estimates of recoverable zinc resources are based upon
a
number of factors and assumptions made as of the date on which the resource
estimates were determined, such as geological and engineering estimates which
have inherent uncertainties and the assumed effects of regulation by
governmental agencies and estimates of future commodity prices and operating
costs, all of which may vary considerably from actual results. All such
estimates are, to some degree, uncertain and classifications of resources are
only attempts to define the degree of uncertainty involved. For these reasons,
estimates of the recoverable zinc, the classification of such resources based
on
risk of recovery, prepared by different engineers or by the same engineers
at
different times, may vary substantially. No estimates of commerciality or
recoverable zinc resources can be made at this time, if ever.
Our
Business Plan is Highly Speculative and its Success Depends on Mineral
Development in the Sierra Mojada Concessions
Our
business plan is focused primarily on developing and operating a mine in the
Company’s Sierra Mojada concessions and to identify reserves, as described
herein. Exploitation of mineralization and determining whether the
mineralization might be extracted profitably is highly speculative and it may
take a number of years until production is possible, during which time the
economic viability of the project may change. Substantial expenditures are
required to establish reserves, extract metals from ores and, in the case of
new
properties, to construct mining and processing facilities. We are subject to
all
of the risks inherent in mineral development (as described in more detail
below), including identification of commercial projects, operation and revenue
uncertainties, market sizes, profitability, market demand, and commodity price
fluctuations. Further, the economic feasibility of any development project
is
based upon, among other things, estimates of the size and grade of reserves,
proximity to infrastructures and other resources (such as water and power),
production rates, capital and operating costs, and metals prices. Development
projects are also subject to the completion of favorable feasibility studies,
issuance of necessary permits and the ability to raise further capital to fund
activities. There can be no assurance that we will be successful in overcoming
these risks.
Risks
Inherent in the Mining Industry
The
Company is subject to all of the risks inherent in the mining industry
including, without limitation, the following:
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·
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competition
from a large number of companies, many of which are significantly
larger
than the Company, in the acquisition, exploration, and development
of
mining properties;
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·
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the
Company, the concession holder, might not be able raise enough money
to
pay the fees, taxes and perform labor necessary to maintain the
concessions in good force
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·
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exploration
for minerals is highly speculative and involves substantial risks,
even
when conducted on properties known to contain significant quantities
of
mineralization, and most exploration projects do not result in the
discovery of commercially mineable deposits of ore;
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·
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the
probability of an individual prospect ever having reserves that meet
the
requirements of Securities Act Industry Guide 7 is extremely remote,
and
in all probability the properties do not contain any reserves, and
any
funds spent on exploration will probably be lost;
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·
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operations
are subject to a variety of existing laws and regulations relating
to
exploration and development, permitting procedures, safety precautions,
property reclamation, employee health and safety, air quality standards,
pollution and other environmental protection controls and the Company
may
not be able to comply with these regulations and controls;
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·
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a
large number of factors beyond the control of the Company, including
fluctuations in metal prices, inflation, and other economic conditions,
will affect the economic feasibility of mining;
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·
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mining
activities are subject to substantial operating hazards some of which
are
not insurable or may not be insured due to economic considerations;
and
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·
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the
availability of water, which is essential to mining and milling
operations.
|
THE
BUSINESS OF MINERAL EXPLORATION IS SUBJECT TO MANY RISKS:
Nature
of Zinc Exploration and Development
Zinc
exploration and development is very competitive and involves many risks that
even a combination of experience, knowledge and careful evaluation may not
be
able to overcome. As with any natural resource property, there can be no
assurance that commercial deposits of zinc will be produced from our
concessions. Furthermore, the marketability of any discovered resource will
be
affected by numerous factors beyond our control. These factors include, but
are
not limited to, market fluctuations of prices, proximity and capacity of water
and processing equipment, equipment availability and government regulations
(including, without limitation, regulations relating to prices, taxes,
royalties, land tenure, allowable production, importing and exporting of zinc
and environmental protection). The extent of these factors cannot be accurately
predicted, but the combination of these factors may result in us not receiving
an adequate return on invested capital.
Fluctuating
Price for Metals
The
Company's operations will be greatly influenced by the prices of commodities,
including silver, copper, lead, zinc, and other metals. These prices fluctuate
widely and are affected by numerous factors beyond the Company's control,
including interest rates, expectations for inflation, speculation, currency
values, in particular the strength of the United States dollar, global and
regional demand, political and economic conditions and production costs in
major
metal producing regions of the world.
Mining
Concessions
The
Company holds mining concessions in Mexico. The Company holds title to the
concessions that it owns subject to its obligation to maintain the concessions
by conducting work on the concessions, recording evidence of the work with
the
Mexican Ministry of Mines and paying a semi-annual fee to the Mexican
government. Ownership of the concessions provides the Company with exclusive
exploration and exploitation rights of all minerals located on the concessions,
but does not include the surface rights to the real property. Therefore, the
Company will need to negotiate the necessary agreements, as needed, with the
appropriate surface landowners if the Company determines that a mining operation
is feasible for the concessions. The Company currently anticipates that it
will
build mining infrastructure needed on land in part owned by the Company and
in
part owned by the local municipality. Initial communications with the
municipality officials indicate that they will be willing to negotiate the
necessary agreements, but there can be no assurance that an agreement that
is
satisfactory to the Company will be reached.
Title
to Our Mineral Properties May be Challenged
Our
policy is to seek to confirm the validity of our rights to title to, or contract
rights with respect to, each mineral property in which we have a material
interest. However, we cannot guarantee that title to our properties will not
be
challenged. Title insurance generally is not available, and our ability to
ensure that we have obtained secure claim to individual mineral properties
or
mining concessions may be severely constrained. We have not conducted surveys
of
all of the claims in which we hold direct or indirect interests and, therefore,
the precise area and location of these claims may be in doubt. Accordingly,
our
mineral properties may be subject to prior unregistered agreements, transfers
or
claims, and title may be affected by, among other things, undetected defects.
In
addition, we may be unable to operate our properties as permitted or to enforce
our rights with respect to our properties. We annually check the official land
records in Mexico City to determine if there are annotations indicating the
existence of a legal challenge against the validity of any of our concessions.
As of October 2006, there were no such annotations, nor are we aware of any
challenges from the government or from third parties.
Our
Activities are in Mexico, which is Subject to Political and Economic
Instability
We
currently conduct exploration activities in Mexico. Although the country is
considered economically stable, it has from time to time experienced economic
or
political instability. We may be materially adversely affected by risks
associated with conducting operations in this country, including:
| · |
political
instability and violence;
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| · |
war
and civil disturbance;
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| · |
expropriation
or nationalization;
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| · |
changing
fiscal regimes;
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| · |
fluctuations
in currency exchange rates;
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| · |
high
rates of inflation;
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| · |
underdeveloped
industrial and economic infrastructure; and
|
| · |
unenforceability
of contractual rights.
|
Changes
in mining or investment policies or shifts in the prevailing political climate
in any of the countries in which we conduct exploration and development
activities could adversely affect our business. Our operations may be affected
in varying degrees by government regulations with respect to, among other
things:
| · |
production
restrictions;
|
| · |
export
and import controls;
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| · |
income
and other taxes;
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| · |
environmental
legislation;
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| · |
foreign
ownership restrictions;
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| · |
welfare
benefit policies;
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| · |
land
claims of local residents;
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We
cannot
accurately predict the effect of these factors. In addition, legislation in
the
United States regulating foreign trade, investment and taxation could have
a
material adverse effect on our financial condition, results of operations and
cash flows. In management’s judgment, these risks are very much less than the
equivalent risks would be for a project of a similar nature conducted in the
United States.
Environmental
Controls
Compliance
with statutory environmental quality requirements may necessitate significant
capital outlays, may materially affect the earning power of the Company, or
may
cause material changes in the Company's intended activities. No assurance can
be
given that environmental standards imposed by either federal or state
governments will not be changed or become more stringent, thereby possibly
materially adversely affecting the proposed activities of the Company. In
addition, if we are unable to fund fully the cost of remediation of any
environmental condition, we may be required to suspend operations or enter
into
interim compliance measures pending completion of the required remediation.
Availability
of Water; Shortages of Supplies and Materials.
Water
is
essential in all phases of the exploration and development of mineral
properties. It is used in such processes as exploration, drilling, leaching,
placer mining, dredging, testing, and hydraulic mining. Mining and ore
processing requires large volumes of water. Both the lack of available water
and
the cost of acquisition may make an otherwise viable project economically
impossible to complete. In addition, the mineral industry has experienced from
time to time shortages of certain supplies and materials necessary in the
exploration for and evaluation of mineral deposits. The prices at which such
supplies and materials are available have also greatly increased. There is
a
possibility that planned operations may be subject to delays due to such
shortages and that further price escalations will increase the Company’s costs
of such supplies and materials.
Operational
Hazards; Uninsured Risks
The
mining business is subject to risks and hazards, including environmental
hazards, industrial accidents, the encountering of unusual or unexpected
geological formations, cave-ins, flooding, earthquakes and periodic
interruptions due to inclement or hazardous weather conditions. These
occurrences could result in damage to, or destruction of, mineral properties
or
production facilities, personal injury or death, environmental damage, reduced
production and delays in mining, asset write-downs, monetary losses and possible
legal liability. The Company may not be insured against all losses or
liabilities, which may arise from operations, either because such insurance
is
unavailable or because the Company has elected not to purchase such insurance
due to high premium costs or other reasons. Although the Company maintains
insurance in an amount that we consider to be adequate, liabilities might exceed
policy limits, in which event we could incur significant costs that could
adversely affect our results of operation. The realization of any significant
liabilities in connection with our mining activities as described above could
negatively affect our results of operations and the price of our common
stock.
Capital
Requirements and Liquidity; Need for Subsequent Funding
Although
the Company has no immediate need for additional funds in order to finance
its
proposed business operations for the next 12 to 18 months, the Company's
operations after completion of the feasibility study will depend upon the
availability of cash flow, if any, from its operations or its ability to raise
additional funds through equity or debt financing. There is no assurance that
the Company will be able to obtain additional funding when needed, or that
such
funding, if available, can be obtained on terms acceptable to the Company.
If
the Company cannot obtain needed funds for implementing its mine plan after
completion of the feasibility study, it may be forced to curtail or cease its
activities. Equity financing, if available, may result in substantial dilution
to existing stockholders.
THE
LOSS
OF CURRENT MANAGEMENT MAY MAKE IT DIFFICULT FOR US TO OPERATE:
Need
for Additional Key Personnel; Reliance on Officers and
Directors
At
the
present, the Company employs four full-time and one part-time employee in the
United States, and relies on the personal efforts of its officers and directors.
The success of the Company's proposed business will depend, in part, upon the
ability to attract and retain qualified employees. The Company believes that
it
will be able to attract competent employees, but no assurance can be given
that
the Company will be successful in this regard. If the Company is unable to
engage and retain the necessary personnel, its business would be materially
and
adversely affected.
Indemnification
of Officers and Directors for Securities Liabilities
The
Bylaws of the Company provide that the Company may indemnify any director,
officer, agent, and/or employee as to those liabilities and on those terms
and
conditions as are specified in the Nevada Business Corporation Act. Further,
the
Company may purchase and maintain insurance on behalf of any such persons
whether or not the corporation would have the power to indemnify such person
against the liability insured against. The foregoing could result in substantial
expenditures by the Company and prevent any recovery from such officers,
directors, agents, and employees for losses incurred by the Company as a result
of their actions. Further, the Company has been advised that in the opinion
of
the Securities and Exchange Commission, indemnification is against public policy
as expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable.
RISKS
RELATING TO OUR COMMON STOCK:
No
Dividends Anticipated
At
the
present time the Company does not anticipate paying dividends, cash or
otherwise, on its common stock in the foreseeable future. Future dividends
will
depend on earnings, if any, of the Company, its financial requirements and
other
factors. There can be no assurance that the Company will pay
dividends.
Our
Stock Price Can Be Extremely Volatile
The
trading price of our Common Stock has been and could continue to be subject
to
wide fluctuations in response to announcements of our business developments
and
drill results, progress reports on our feasibility study, the metals markets
in
general, and other events or factors. In addition, stock markets have
experienced extreme price volatility in recent years. This volatility has had
a
substantial effect on the market prices of companies, at times for reasons
unrelated to their operating performance. Such broad market fluctuations may
adversely affect the price of our Common Stock.
USE
OF PROCEEDS
All
net
proceeds from the disposition of the shares of common stock covered by this
Prospectus will go to the Selling Stockholders. We will not receive any proceeds
from the disposition of the common stock by the selling stockholders.
SELLING
SECURITY HOLDERS
This
Prospectus relates to Shares that are being registered for reoffers and resales
by Selling Stockholders who have been granted Shares pursuant to the Plan.
The
Selling Stockholders may resell any or all of the Shares at any time they choose
while this Prospectus is effective.
The
information in the table below sets forth, for each Selling Stockholder, based
upon information available to us as of February 5, 2007, the number of shares
of
our common stock beneficially owned before and after the sale of the Shares,
the
maximum number of Shares to be sold and the percentage of the outstanding shares
of our common stock owned after the sale of the Shares. We have not been
informed whether any Selling Stockholders intend to sell any Shares. The
inclusion of Shares in the table below does not constitute a commitment to
sell
any Shares.
|
Name
of Seller
|
|
Relationship
to the Company
|
|
Number
of Shares Beneficially Owned (1)
|
|
Total
Shares to be Sold (2)
|
|
Number
of Shares to be Beneficially Owned after the
Offering
|
|
Percentage
of Common Stock Beneficially Owned After the
Offering
|
|
|
Robert
Kramer
|
|
|
Director
|
|
|
538,250
|
(3)
|
|
21,000
|
|
|
517,250
|
|
|
1.5
|
%
|
|
Wesley
Pomeroy
|
|
|
Director
|
|
|
601,000
|
(4)
|
|
51,000
|
|
|
550,000
|
|
|
1.7
|
%
|
(1) Based
on
34,207,912 Shares of Common Stock outstanding as of February 5, 2007. As used
in
this table, a beneficial owner of a security includes any person who, directly
or indirectly, through contract, arrangement, understanding, relationship or
otherwise has or shares (a) the power to vote, or direct the voting of, such
security or (b) investment power which includes the power to dispose, or to
direct the disposition of, such security. In addition, a person is deemed to
be
the beneficial owner of a security if that person has the right to acquire
beneficial ownership of such security within sixty days.
(2) Represents
the maximum number of Shares issued under the Plan that could be sold under
this
Prospectus if the holder sold all of his Shares granted under the Plan. Does
not
constitute a commitment to sell any or all of the stated number of Shares.
The
number of Shares to be sold shall be determined from time to time by each
Selling Stockholder in his discretion.
(3) The
amount of securities reported as beneficially owned includes warrants to acquire
17,250 shares of Common Stock at $1.25 until February 20, 2011. Also includes
options to purchase 500,000 shares of Common Stock granted on May 1, 2006,
3,000
shares of Common Stock granted on October 24, 2006 pursuant to the Plan, 9,000
shares of Common Stock granted on October 31, 2006 pursuant to the Plan, and
9,000 shares of Common Stock granted on January 31, 2007 pursuant to the Plan.
(4) The
amount of securities reported as beneficially owned includes 150,000 warrants
exercisable at $1.25 per share expiring on February 20, 2011. Also includes
options to purchase 250,000 shares of Common Stock granted on May 1, 2006,
33,000 shares of Common Stock granted on October 24, 2006 pursuant to the Plan,
9,000 shares of Common Stock granted on October 31, 2006 pursuant to the Plan,
and 9,000 shares of Common Stock granted on January 31, 2007 pursuant to the
Plan.
PLAN
OF DISTRIBUTION
Each
Selling Stockholder of our common stock and any of their pledgees, assignees
and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on the trading market or any other stock exchange, market or
trading facility on which the shares are traded or in private transactions.
These sales may be at fixed or negotiated prices. A Selling Stockholder may
use
any one or more of the following methods when selling shares:
| · |
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
| · |
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
| · |
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
| · |
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
| · |
privately
negotiated transactions;
|
| · |
settlement
of short sales entered into after the date of this prospectus;
|
| · |
broker-dealers
may agree with the Selling Stockholders to sell a specified number
of such
shares at a stipulated price per
share;
|
| · |
a
combination of any such methods of
sale;
|
| · |
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise; or
|
| · |
any
other method permitted pursuant to applicable law.
|
The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act of 1933, as amended (the "Securities Act"), if available, rather than under
this Prospectus.
Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. Each
Selling Stockholder does not expect these commissions and discounts relating
to
its sales of shares to exceed what is customary in the types of transactions
involved.
The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the Shares may be deemed to be "underwriters" within the meaning of
the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Each Selling Stockholder has informed us
that it does not have any agreement or understanding, directly or indirectly,
with any person to distribute the Common Stock.
We
are
required to pay certain fees and expenses incurred by our company incident
to
the registration of the shares. We have agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
The
resale shares will be sold only through registered or licensed brokers or
dealers if required under applicable state or provincial securities laws. In
addition, in certain states or provinces, the resale shares may not be sold
unless they have been registered or qualified for sale in the applicable state
or an exemption from the registration or qualification requirement is available
and is complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged
in
the distribution of the resale shares may not simultaneously engage in market
making activities with respect to our common stock for a period of two business
days prior to the commencement of the distribution. In addition, the Selling
Stockholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including Regulation M, which may limit
the timing of purchases and sales of shares of our common stock by the Selling
Stockholders or any other person.
DESCRIPTION
OF SECURITIES TO BE REGISTERED
The
following summary description of our securities is not complete and is qualified
in its entirety by reference to our Articles of Incorporation and
Bylaws.
Our
authorized capital stock consists of 160,000,000 shares of $0.01 par value
common stock and no preferred stock. As of February 5, 2007, there were
34,207,912 shares of common stock issued and outstanding that are held of record
by approximately 258 shareholders.
Each
holder of record of shares of our common stock is entitled to one vote for
each
share held on all matters properly submitted to the shareholders for their
vote.
Cumulative voting in the election of directors is not authorized by the Articles
of Incorporation.
Holders
of outstanding shares of our common stock are entitled to those dividends
declared by the Board of Directors out of legally available funds, and, in
the
event of our liquidation, dissolution or winding up of our affairs, holders
are
entitled to receive ratably our net assets available to the shareholders.
Holders of our outstanding common stock have no preemptive, conversion or
redemption rights. All of the issued and outstanding shares of our common stock
are, and all unissued shares of our common stock, when offered and sold will
be,
duly authorized, validly issued, fully paid and nonassessable. To the extent
that additional shares of our common stock may be issued in the future, the
relative interests of the then existing shareholders may be diluted.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC
allows us to “incorporate by reference” into this Prospectus certain information
that we file with it. This means that we can disclose important information
to
you by referring you to another document that we filed separately with the
SEC.
The information incorporated by reference is deemed to be part of this
prospectus, except for any information superseded by information in this
prospectus. You should read the information incorporated by reference because
it
is an important part of this prospectus.
We
incorporate by reference the following documents that we previously filed with
the SEC pursuant to the Securities Exchange Act:
| · |
Our
Annual Report on Form 10-KSB, for the fiscal year ended October 31,
2006
(filed January 31, 2007).
|
| · |
All
other reports filed that we have filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year ended
October
31, 2006 covered by our Annual Report on Form 10-KSB.
|
| · |
Our
Registration Statement on Form 10-SB filed October 15, 1999, registering
our common stock under the Securities Exchange Act of 1934, as amended
by
Form 8-A filed on November 2, 2006 and Form 8-A/A filed on November
8,
2006.
|
All
of
such documents are on file with the SEC. In addition, all documents filed by
the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of
the Exchange Act subsequent to the date of this Registration Statement and
prior
to the filing of a post-effective amendment which indicates that all the
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing
of
such documents with the Commission. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein modifies or replaces such statement.
Any statements so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
We
hereby
undertake to provide without charge to each person, including any beneficial
owner of the Common Stock, to whom this Prospectus is delivered, on written
or
oral request of any such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents).
Written or oral requests for such copies should be directed to Merlin Bingham,
c/o Metalline Mining Company, 1330 E. Margaret Ave., Coeur d'Alene, ID 83815,
(208) 665-2002.
Additionally,
the documents are available electronically in the EDGAR database on the web
site
maintained by the SEC. You can find this information at http://www.sec.gov.
You may
also read and copy any materials we have filed with the SEC at the SEC’s public
reference room at 100 F Street, NE, Washington, DC 20549. You may obtain
information on the operation of the public reference room by calling the SEC
at
1-800-SEC-0330.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
FOR
SECURITIES ACT LIABILITY
Our
Bylaws, as amended, provide to the fullest extent permitted by Nevada law,
our
directors or officers shall not be personally liable to us or our shareholders
for damages for breach of such director's or officer's fiduciary duty. The
effect of this provision of our Bylaws, as amended, is to eliminate our right
and our shareholders (through shareholders' derivative suits on behalf of our
company) to recover damages against a director or officer for breach of the
fiduciary duty of care as a director or officer (including breaches resulting
from negligent or grossly negligent behavior), except under certain situations
defined by statute. We believe that the indemnification provisions in its
Bylaws, as amended, are necessary to attract and retain qualified persons as
directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of us pursuant
to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In
the event that a claim for indemnification against such liabilities (other
than
the payment by us of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action,
suit
or proceeding) is asserted by such director, officer or controlling person
in
connection with the securities being registered, we will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a
court of appropriate jurisdiction the question whether such indemnification
by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
PART
II
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
following documents filed with the Securities and Exchange Commission by the
registrant, Metalline Mining Company, a Nevada corporation (the "Company"),
are
hereby incorporated by reference in this Registration Statement:
(a) Our
Annual Report on Form 10-KSB for the fiscal year ended October 31, 2006 (filed
January 31, 2007).
(b) The
description of the Company’s common stock contained in our Registration
Statement on Form 10-SB filed October 15, 1999, registering our common stock
under the Securities Exchange Act of 1934, as amended by Form 8-A filed on
November 2, 2006 and Form 8-A/A filed on November 8, 2006.
(c) All
other
reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
on
Form 10-KSB referred to in (a) above.
All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of
a
post-effective amendment which indicates that the securities offered hereby
have
been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
date
of filing of such documents.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Our
Bylaws require us to indemnify our officers, directors, employees and agents
against certain liabilities incurred by them in those capacities if they acted
in good faith and reasonably believed their conduct was in our best interests
or
not opposed to it. We are also required to indemnify a person who is or
was a director, officer, employee or agent of ours and who was successful,
on
the merits or otherwise, in defense of any proceeding to which he was a party,
against reasonable expenses, which include attorneys’ fees, incurred by him or
her in connection with the proceeding.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the Company
under
the provisions discussed in the previous paragraph, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid
by a
director, officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
EXHIBITS
|
Exhibit
Number
|
|
Description
|
|
4.1
|
|
Metalline
Mining Company 2006 Stock Option Plan(1)
|
| |
|
|
|
5.1
|
|
Opinion
of Burns, Figa & Will, P.C. regarding the legality of the common stock
being registered
|
| |
|
|
|
23.1
|
|
Consent
of Williams & Webster, P.S. Independent Registered Public Accounting
Firm
|
| |
|
|
|
23.2
|
|
Consent
of Burns, Figa & Will, P.C. (included in opinion filed as
Exhibit 5.1)
|
| |
|
|
|
24.1
|
|
Power
of Attorney (see signature page)
|
| |
|
|
(1)
Incorporated by reference from Form 10-KSB, filed on January 31,
2007.
UNDERTAKINGS
A. The
undersigned Registrant hereby undertakes:
(1) To
file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change
to
such information in this Registration Statement;
provided,
however,
that
paragraphs (1)(i) and (1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That,
for
the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
B. The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefits plan's annual report pursuant
to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Coeur
d’Alene, Idaho on
February 9, 2007.
| |
|
|
| |
METALLINE
MINING COMPANY
|
|
|
|
|
|
By: |
/s/
Merlin Bingham |
| |
Merlin
Bingham, President and Director
(Principal
Executive Officer)
|
| |
|
|
| |
|
|
|
|
By: |
/s/
Wayne L. Schoonmaker |
| |
Wayne
L. Schoonmaker,
Principal
Accounting Officer
|
POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Merlin Bingham as true and lawful attorney-in-fact
and
agent with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities to sign the Registration
Statement filed herewith and any or all amendments to said Registration
Statement (including post-effective amendments and Registration Statements
filed
pursuant to Rule 462 and otherwise), and to file the same, with all exhibits
thereto, and other documents in connection therewith, the Securities and
Exchange Commission granting unto said attorney-in-fact and agents the full
power and authority to do and perform each and every act and thing requisite
and
necessary to be done in and about the foregoing, as to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
said
attorney-in-fact and agents or any of them, or his substitute, may lawfully
do
or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
|
/s/
Merlin Bingham
|
|
President
and Director
|
|
February
9, 2007
|
| Merlin
Bingham |
|
|
|
|
| |
|
|
|
|
|
/s/
Wayne L. Schoonmaker
|
|
Secretary
and Treasurer
|
|
February
9, 2007
|
|
Wayne
L. Schoonmaker
|
|
|
|
|
| |
|
|
|
|
|
/s/
Roger Kolvoord
|
|
Executive
Vice President and Director
|
|
February
9, 2007
|
|
Roger
Kolvoord
|
|
|
|
|
| |
|
|
|
|
|
/s/
Wesley Pomeroy
|
|
Director
|
|
February
9, 2007
|
|
Wesley
Pomeroy
|
|
|
|
|
| |
|
|
|
|
|
/s/
Robert Kramer
|
|
Director
|
|
February
9, 2007
|
|
Robert
Kramer
|
|
|
|
|
INDEX
TO EXHIBITS
|
Exhibit
Number
|
|
Description
|
|
4.1
|
|
Metalline
Mining Company 2006 Stock Option Plan(1)
|
| |
|
|
|
5.1
|
|
Opinion
of Burns, Figa & Will, P.C. regarding the legality of the common stock
being registered
|
| |
|
|
|
23.1
|
|
Consent
of Williams & Webster P.S., Independent Registered Public Accounting
Firm
|
| |
|
|
|
23.2
|
|
Consent
of Burns, Figa & Will, P.C. (included in opinion filed as
Exhibit 5.1)
|
| |
|
|
|
24.1
|
|
Power
of Attorney (see signature page)
|
| |
|
|
(1)
Incorporated by reference from Form 10-KSB, filed on January 31,
2007.