UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment
No. )
Filed
by
the Registrant x
Filed
by
a Party other than the Registrant o
Check
the
appropriate box:
| o |
Preliminary
Proxy
Statement
|
o |
Confidential, for
use of the
Commission only (as permitted by Rule
14a-6(e)(2)) |
| x |
Definitive Proxy
Statement |
|
|
| o |
Definitive Additional
Materials |
|
|
| o |
Soliciting Material
Pursuant to
Rule 14a-11(c) or Rule 14a-12 |
|
|
METALLINE
MINING COMPANY
(Name
of
Registrant as Specified In Its Charter)
Merlin
Bingham, President
(Name
of
Person(s) Filing Proxy Statement)
Payment
of Filing Fee (Check the appropriate Box:)
|
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
O-11.
|
| |
(1)
|
Title
of each class of securities to which transaction
applies:
|
| |
(2)
|
Aggregate
number of securities to which transaction applies:
|
| |
(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule O-11:1
|
| |
(4)
|
Proposed
maximum aggregate value of
transaction:
|
|
o
|
Fee
paid previously with preliminary
materials.
|
|
1
|
Set
forth the amount on which the filing fee is calculated and state
how it
was determined.
|
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
O-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
|
| |
(1)
|
Amount
Previously Paid:
|
| |
(2)
|
Form,
Schedule or Registration Statement
No.:
|
August
25, 2006
To
Our
Shareholders:
You
are
cordially invited to a special meeting of Shareholders (the "Meeting") of
Metalline Mining Company (the "Company") to be held at the Coeur d’Alene Inn,
West 414 Appleway, Coeur d’Alene, Idaho on Monday, September 25, 2006 at
10:00 a.m. local time.
The
formal Notice of the Meeting and Proxy Statement describing the matters to
be
acted upon at the Meeting are contained in the following pages. Shareholders
also are entitled to vote on any other matters which properly come before the
Meeting.
Specifically,
the purpose of the Meeting is to amend the Company’s Articles of Incorporation
to authorize additional shares of the Company’s common stock (the “Amendment”).
Under Nevada corporate law, the Company must receive affirmative votes from
a
majority of the shares outstanding to amend the Articles of Incorporation.
The
Amendment, which was first presented at the Company’s annual meeting held on
July 7, 2006, also included authorization of preferred stock. Unlike common
stock, the authorization of preferred stock is a non-routine voting item for
brokers and brokers are not permitted to vote on non-routine items. Without
the
broker votes, the Company could not meet the votes required under Nevada
corporate law to amend the Articles of Incorporation. Therefore, it is necessary
to hold another Shareholders meeting to re-present this Amendment as a routine
voting item. With the broker votes now available, and the shareholders revote
in
favor of the amendment, the proposal will pass. We apologize for the
inconvenience of another Shareholders meeting and we appreciate the prompt
return of your proxy cards.
Enclosed
is a proxy which will enable you to vote your shares on the matters to be
considered at the Meeting even if you are unable to attend the Meeting. Please
mark the proxy to indicate your vote, date and sign the proxy and return it
in
the enclosed envelope as soon as possible for receipt prior to the
Meeting.
WHETHER
YOU OWN FEW OR MANY SHARES OF STOCK, PLEASE BE SURE YOU ARE REPRESENTED AT
THE
MEETING EITHER BY ATTENDING IN PERSON OR BY RETURNING YOUR PROXY AS SOON AS
POSSIBLE.
| |
|
|
| |
Sincerely,
|
|
|
|
| |
|
|
| |
Merlin Bingham, President |
| |
|
METALLINE
MINING COMPANY
Coeur
d’Alene, Idaho 83815
NOTICE
OF SPECIAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON SEPTEMBER 25, 2006
August
25, 2006
To
the
Shareholders of Metalline Mining Company:
A
Special
Meeting of Shareholders (the "Meeting") of Metalline Mining Company, a Nevada
corporation (the "Company"), will be held at the Coeur d’Alene Inn, West 414
Appleway, Coeur d’Alene, Idaho on Monday, September 25, 2006 at 10:00 a.m.
local time, for the purpose of considering and voting upon proposals
to:
1. Approve
an amendment to the Company's Articles of Incorporation authorizing the Company
to issue 160,000,000 shares of Common Stock, $0.01 par value.
2. Transact
such other business as may lawfully come before the Meeting or any
adjournment(s) thereof.
The
Board
of Directors is not aware of any other business to come before the Meeting.
Pursuant to the Company's Bylaws, the Board of Directors has fixed the close
of
business on Monday, August 21, 2006, as the record date for determination of
the
shareholders entitled to vote at the Meeting and any adjournments
thereof.
You
are
requested to complete and sign the enclosed proxy which is solicited by the
Board of Directors and to return it promptly in the enclosed envelope. The
proxy
will not be used if you attend the Meeting and vote in person.
EACH
SHAREHOLDER, WHETHER OR NOT HE PLANS TO ATTEND THE MEETING, IS REQUESTED TO
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. ANY PROXY
GIVEN BY THE SHAREHOLDER MAY BE REVOKED BY FILING WITH THE SECRETARY OF THE
COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE.
ANY
SHAREHOLDER PRESENT AT THE MEETING MAY REVOKE HIS OR HER PROXY AND VOTE IN
PERSON ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOU ARE A
SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED
ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE IN PERSON AT THE
MEETING.
| |
|
|
| |
BY
ORDER OF THE
BOARD OF DIRECTORS,
|
|
|
|
| |
|
|
| |
Merlin Bingham, President and Chairman
of the
Board |
| |
|
METALLINE
MINING COMPANY
1330
E. Margaret Avenue
Coeur
d’Alene, Idaho 83815
PROXY
STATEMENT
SPECIAL
MEETING OF SHAREHOLDERS
SEPTEMBER
25, 2006
August
25, 2006
To
Our
Shareholders:
This
proxy statement (the "Proxy Statement") is furnished in connection with the
solicitation by the Board of Directors of Metalline Mining Company (the
"Company") of proxies to be used at a Special Meeting of Shareholders (the
"Meeting") to be held at the Coeur d’Alene Inn, West 414 Appleway,
Coeur d’Alene, Idaho on Monday, September 25, 2006 at 10:00 a.m. local
time, and at any adjournments or postponements thereof. The Meeting is being
held for the purposes set forth in the accompanying Notice of Special Meeting
of
Shareholders. This Proxy Statement, the accompanying proxy card and the Notice
of Special Meeting of Shareholders (collectively, the "Proxy Materials") are
first being mailed to shareholders beginning on or about August 25,
2006.
GENERAL
INFORMATION
Solicitation
The
enclosed proxy is being solicited by the Company's Board of Directors. The
costs
of the solicitation will be borne by the Company. Proxies may be solicited
personally or by mail, telephone, facsimile or telegraph by directors and
officers of the Company, none of whom will receive any additional compensation
for such solicitations. The Company will reimburse banks, brokers, nominees,
custodians and fiduciaries for their reasonable out-of-pocket expenses incurred
in sending the proxy materials to beneficial owners of the shares.
Voting
Rights and Votes Required
Holders
of shares of Metalline Mining Company common stock (the "Common Stock"), at
the
close of business on Monday, August 21, 2006 (the "Record Date") are entitled
to
notice of, and to vote at, the Meeting. On the Record Date, 34,207,912 shares
of
Common Stock were outstanding. Holders of Common Stock are entitled to one
vote
per share.
The
presence, in person or by proxy, of holders of one-third of all of the shares
entitled to vote at the Meeting constitutes a quorum for the transaction of
business at the Meeting. In the event there are not sufficient votes for a
quorum or to approve any proposals at the time of the Meeting, the Meeting
may
be adjourned in order to permit further solicitation of proxies. Abstentions
will count towards quorum requirements.
The
affirmative vote of a majority of the shares outstanding and entitled to vote
on
the matter is required to approve Proposal One. As to this proposal, a
shareholder may: (i) vote "FOR" the proposal, (ii) vote "AGAINST" the proposal,
or (iii) "ABSTAIN" with respect to the proposals.
The
proposed corporate action on which the shareholders are being asked to vote
is
not a corporate action for which shareholders of a Nevada corporation have
the
right to dissent under the Nevada General Corporation Law.
Voting
and Revocability of Proxies
Shares
of
Common Stock represented by all properly executed proxies received at the
Company's transfer agent by Friday, September 22, 2006 will
be
voted as specified in the proxy. Unless contrary instructions are indicated
on
the proxy, the shares of Common Stock represented by such proxy will be voted
“FOR” adoption of the amendment to the Articles Incorporation of the Company.
Management and the Board of Directors of the Company know of no other matters
to
be brought before the Meeting other than as described herein. If any other
matters properly are presented to the shareholders for action at the Meeting
and
any adjournments or postponements thereof, the proxy holder named in the
enclosed proxy intends to vote in his discretion on all matters on which the
shares of Common Stock represented by such proxy are entitled to
vote.
The
giving of the enclosed proxy does not preclude the right to vote in person
should the shareholder giving the proxy so desire. A proxy may be revoked at
any
time prior to its exercise by (i) providing notice in writing to the Company's
corporate secretary that the proxy is revoked; (ii) presenting to the Company
a
later-dated proxy; or (iii) by attending the Meeting and voting in
person.
PROPOSAL
ONE
AMENDMENT
TO THE ARTICLES OF INCORPORATION
TO
INCREASE THE NUMBER OF
SHARES
OF AUTHORIZED COMMON STOCK
The
Board
of Directors of the Company has approved an amendment to the Company's Articles
of Incorporation to increase the number of shares of authorized Common Stock
from 50,000,000 shares to 160,000,000 shares.
The
amendment to Article 4, Capitalization, of the Articles of Incorporation will
read as follows:
No.
4
CAPITALIZATION
The
aggregate number of shares of all classes of capital stock which this
Corporation shall have authority to issue is 160,000,000 shares of Common Stock,
$0.01 par value per share.
Common
Stock.
The
holders of Common Stock shall have and possess all rights as shareholders of the
Corporation, including such rights as may be granted elsewhere by these Articles
of Incorporation. Dividends on the Common Stock may be declared by the Board
of
Directors and paid out of any funds legally available therefor at such times
and
in such amounts as the Board of Directors shall determine.
Background
and Discussion of Proposed Amendment
The
proposed increase in the authorized Common Stock has been recommended by the
Board of Directors to ensure that an adequate supply of authorized unissued
shares is available for general corporate needs. With respect to the Company's
authorized capital: (i) 34,207,912 shares of Common Stock were outstanding
on
August 21, 2006; (ii) an additional 5,000,000 shares of authorized Common Stock
have been reserved for issuance under the Company’s option plans if the increase
in authorized common stock is approved; (iii) approximately
15,657,068 shares
of
authorized common stock have been reserved for issuance upon exercise of
warrants and options. The additional authorized shares of Common Stock may
be
used for additional options and warrants, for raising additional capital for
the
operations of the Company or acquiring other businesses, and may also be used
for such purposes as future stock dividends or stock splits. There are currently
no plans or arrangements relating to the issuance of any of the additional
shares of Common Stock, other than pursuant to the exercise of options or
warrants. Such shares would be available for future issuance without further
action by the shareholders, unless required by the Company's Articles of
Incorporation or Bylaws or by applicable law.
Anti-Takeover
Effects.
The
issuance of additional shares of Common Stock by the Company may also
potentially have an anti-takeover effect by making it more difficult to obtain
stockholder approval of various actions, such as a merger or removal of
management. The increase in authorized shares of Common Stock has not been
proposed for an anti-takeover related purpose and the Board of Directors and
management have no knowledge of any current efforts to obtain control of the
Company or to effect large accumulations of its Common Stock.
Dilutive
Effects.
The
authorization and subsequent issuance of additional shares of Common Stock
may,
among other things, have a dilutive effect on earnings per share and on the
equity and voting power of existing holders of Common Stock. The actual effect
on the holders of Common Stock cannot be ascertained until the shares of Common
Stock are issued in the future. However, such effects might include dilution
of
the voting power and reduction of amounts available on liquidation.
Vote
Required and Recommendation of Board
Proposal
One requires the affirmative vote of a majority of the shares outstanding.
The
Board of Directors recommends that shareholders vote "FOR" the proposed
amendment to the Articles of Incorporation.
ANNUAL
REPORT TO SHAREHOLDERS
Included
with this Proxy Statement is the Company's 2005 Annual Report (as amended)
on
Form 10-KSB/A No. 1 for the year ended October 31, 2005 and its Form 10-QSB
for
the quarter ended April 30, 2006.
OTHER
MATTERS
Management
and the Board of Directors of the Company know of no matters to be brought
before the Meeting other than as set forth herein. However, if any such other
matters properly are presented to the shareholders for action at the Meeting
and
any adjournments or postponements thereof, it is the intention of the proxy
holder named in the enclosed proxy to vote in his discretion on all matters
on
which the shares represented by such proxy are entitled to vote.
| |
|
|
| |
BY
ORDER
OF THE BOARD OF DIRECTORS:
|
|
|
|
| |
|
|
| |
METALLINE MINING COMPANY |
| |
Merlin
Bingham, President |
PROXY
METALLINE
MINING COMPANY
1330
E. Margaret Avenue
Coeur
d’Alene, Idaho 83815
SPECIAL
MEETING OF SHAREHOLDERS - September 25, 2006
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned shareholder of Metalline Mining Company hereby constitutes and
appoints Merlin Bingham or Roger Kolvoord, or either of them, as attorneys
and
proxies to appear, attend and vote all of the shares of Common Stock and/or
standing in the name of the undersigned at the Special Meeting of Shareholders
to be held at the
Coeur
d’Alene Inn, West 414 Appleway, Coeur d’Alene, Idaho on September 25, 2006
at 10:00 AM local time,
and at
any adjournment or adjournments thereof, upon the following:
Proposal
One:
Approval of an amendment to the Company's Articles of Incorporation authorizing
the Company to issue 160,000,000 shares of Common Stock, $0.01 par
value.
For o Against
o Abstain
o
In
their
discretion, the Proxy is authorized to vote upon such other business as lawfully
may come before the Meeting. The undersigned hereby revokes any proxies as
to
said shares heretofore given by the undersigned and ratifies and confirms all
that said proxy lawfully may do by virtue hereof.
THE
SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED HEREON WITH RESPECT TO
THE
ABOVE PROPOSALS, BUT IF NO SPECIFICATION IS MADE THEY WILL BE VOTED
FOR
THE PROPOSAL LISTED ABOVE. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED
IN ACCORDANCE WITH THE DISCRETION OF THE PROXY ON ANY OTHER
BUSINESS.
Please
mark, date and sign exactly as your name appears hereon, including designation
as executor, Trustee, etc., if applicable, and return the Proxy in the enclosed
postage-paid envelope as promptly as possible. It is important to return this
Proxy properly signed in order to exercise your right to vote if you do not
attend the meeting and vote in person. A corporation must sign in its name
by
the President or other authorized officer. All
co-owners and each joint owner must sign.
| Date: _______________________ |
|
|
| |
|
_____________________________________
Signature(s)
|
| |
|
|
| |
|
Address
if different from that on envelope:
|
| |
|
|
| |
|
_____________________________________
Street
Address |
| |
|
|
| |
|
_____________________________________
City, State and Zip
Code |
Please
check if you intend to be present at the meeting: o