Item
1.01 Entry into a Material Definitive Agreement
On December
4, 2009 Metalline Mining Company (“Metalline”) executed an Agreement and Plan of
Merger and Reorganization (the “Agreement”) with Dome Ventures Corporation
(“Dome”).
Upon the
closing of the transaction described in the Agreement Dome will be a wholly
owned subsidiary of Metalline. To effect the transaction Metalline
will acquire all of the outstanding shares of Dome by the issuance of 47,724,561
shares of common stock. The number of Metalline common shares to be
received by Dome’s shareholders will depend on the number of Dome shares
outstanding at the closing of the transaction. Additionally,
upon the effective date of the transaction all outstanding Dome warrants will be
exchanged for warrants to acquire Metalline common stock on equivalent
terms. The parties anticipate that the Metalline common stock issued
in the transaction will be listed on both the NYSE Amex and the TSX Venture
Exchange.
The
transaction is contingent on Metalline’s receipt of $2,990,000 in funding by
December 23, 2009. Further, the transaction is contingent on Dome
receiving funding of $13,010,000 by January 10, 2010, which will be held in
escrow pending the closing of the transaction. Moreover, both Dome and Metalline
must submit the proposed transaction to their respective stockholders for
approval, and accordingly completing the transaction is subject to both parties
receipt of their stockholders’ approval. As such, the Agreement
obligates Metalline to prepare and file with the Securities and Exchange
Commission a registration statement pursuant to which it will seek stockholder
approval of the transaction and register the shares of common stock to be issued
to Dome’s stockholders.
The Agreement
also sets forth a number of conditions precedent for the completion of the
transaction, and contains other standard provisions for transactions of this
nature, including transaction protection terms, standard representations,
warranties and covenants. There can be no assurance that Metalline will be able
to meet the conditions precedent to the transaction contemplated by the
Agreement. The parties expect to complete the transaction during the second
calendar quarter of 2010.
Where
You Can Find Additional Information
This report
is for informational purposes only and is neither an offer to sell nor a
solicitation of an offer to buy any securities. Any offer of Metalline
securities with respect to this transaction will be made only through a
registration statement and related materials. In connection with the
proposed merger, Metalline will file a registration statement, including a joint
proxy statement of Metalline and Dome, with the SEC. Investors are urged to read
the registration statement and joint proxy statement (including all amendments
and supplements to it) because they will contain important information.
Investors may obtain free copies of the registration statement and joint proxy
statement when they become available, as well as other filings containing
information about Metalline and Dome, without charge, at the SEC’s Internet site
(www.sec.gov). These documents may also be obtained by directing a request to
Metalline at 1330 E. Margaret Avenue, Coeur d'Alene, Idaho (telephone (208)
665-2002).
Metalline and
Dome and their respective directors and executive officers and other members of
management and employees are potential participants in the solicitation of
proxies from Metalline and Dome shareholders in respect of the proposed
merger.
Information
regarding Metalline’s directors and executive officers is available in
Metalline’s annual report on Form 10-K for the year ended October 31, 2008,
filed with the SEC on February 13, 2009. Additional information regarding the
interests of such potential participants in the proposed merger will be included
in the registration and joint proxy statement filed with the SEC in connection
with the proposed transaction.
Item
8.01 – Other Events
On December
4, 2009 Metalline issues a news release regarding the Agreement, a copy of which
is attached to this report as Exhibit 99.1 and incorporated
herein.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
99.1 Press
Release dated December 4, 2009.