SUBMISSION TYPE: PRE 14A
PUBLIC DOCUMENT COUNT:
CONFORMED PERIOD OF REPORT:
FILED AS OF DATE:
COMPANY DATA:
COMPANY CONFORMED NAME: Metalline Mining Company
CENTRAL INDEX KEY:
STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000]
IRS NUMBER: 91-1766677
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: PRE 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27667
FILM NUMBER:
BUSINESS ADDRESS:
STREET 1: 1330 E. Margaret Avenue
STREET 2:
CITY: Coeur d'Alene
STATE: ID
ZIP: 83815
BUSINESS PHONE: 208 665 2002
MAIL ADDRESS:
STREET 1: 1330 E. Margaret Avenue
STREET 2:
CITY: Coeur d'Alene
STATE: ID
ZIP: 83815
FORMER COMPANY:
FORMER CONFORMED NAME: Cadgie Co.
DATE OF NAME CHANGE: 19961011
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934.
Filed by the Registrant [ x ]
Filed by Party other than the Registrant [ ]
[ x ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only [as permitted by Rule
14a-6(e)(2)]
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
METALLINE MINING COMPANY
(Exact name of Registrant as specified in its charter.)
Commission File number 000-27667
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-1:
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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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.
3. Filing Party:
4. Date Filed:
January 19, 2001
Dear Shareholders:
On behalf of the Board of Directors, you are cordially invited to attend
the Annual Meeting of Shareholders of METALLINE MINING COMPANY to be held at
the Coeur d'Alene Inn, 414 West Appleway, Coeur d'Alene, Idaho on Thursday,
March 1, 2001, in the Syringa Room commencing at 1:30 p.m., P.S.T. We look
forward to the opportunity of personally greeting those of you who are able
to attend.
At the meeting you are being asked to consider the election of three
directors, the adoption of a Qualified Stock Option Plan, authorizing a class
of Preferred Stock and the appointment of independent auditors.
The complete text of these proposals and the reasons the directors have
proposed their adoption are contained in this proxy statement. I urge you to
carefully study them.
FOR THE REASONS STATED THEREIN, YOU'RE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE "FOR" THESE PROPOSALS.
During the course of the meeting, management will report on the current
activities of METALLINE MINING COMPANY and comment on its future plans. A
discussion period is also planned so that Shareholders will have an
opportunity to ask questions and present their comments.
Under the provisions of the Bylaws, the Board of Directors has fixed the
close of business on January 5, 2001 as the record date for the determination
of Shareholders entitled to notice of and to vote at the meeting.
Please take a moment to sign, date and mail your proxy in the enclosed
envelope. Should you later decide to join us at the meeting, you may
withdraw your proxy at that time and vote in person.
Thank you for your interest and consideration.
Very truly yours,
/s/ Merlin Bingham
MERLIN BINGHAM
Chairman of the Board
METALLINE MINING COMPANY
Notice of Annual Meeting of Shareholders
To Shareholders:
The Annual Meeting of Shareholders of METALLINE MINING COMPANY the
("Company") will be held at the Coeur d'Alene Inn, 414 West Appleway, Coeur
d'Alene, Idaho on Thursday, March 1, 2001, in the Syringa Room commencing at
1:30 p.m., P.S.T., for the following purposes:
1. Election of three directors.
2. To authorize the adoption of a Qualified Stock Option Plan.
3. To consider and vote upon a proposal to amend the Articles of
Incorporation to authorize one million shares of Preferred Stock, $0.01 par
value per share, for possible issuance from time-to-time and in such series
and upon such terms as shall be determined by the Board of Directors.
4. Ratification of the appointment of Williams & Webster, Certified Public
Accountants, to audit the financial statements of the Company for the year
ending October 31, 2001; and,
5. To act upon such other matters as may properly come before the meeting
and any adjournment thereof.
Only Shareholders of record at the close of business on January 5, 2001,
will be entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors
/s/ Merlin Bingham
Merlin Bingham
President
Coeur d'Alene, Idaho
January 19, 2001
YOUR VOTE IS IMPORTANT
Please complete, date, sign and return
the enclosed proxy immediately.
METALLINE MINING COMPANY
1330 E. Margaret Avenue
Coeur d'Alene, ID 83815
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON March 1, 2001
AT 1:30 p.m. P.S.T.
INTRODUCTION
These Proxy materials are furnished in connection with the Solicitation
by the Board of Directors of METALLINE MINING COMPANY the "Company"), for use
at its Annual Meeting of Shareholders to be held on March 1, 2001, at 1:30
p.m., P.S.T., at the Coeur d'Alene Inn, 414 West Appleway, Coeur d'Alene,
Idaho (the "Annual Meeting"), and any adjournment thereof. Only Shareholders
of record, as of the close of business on January 5, 2001 will be entitled to
vote at the meeting or any adjournment thereof. This Proxy Statement and
form of Proxy are being sent to Shareholders on or about February 15, 2001.
PURPOSES OF ANNUAL MEETING
At the Annual Meeting, Shareholders entitled to vote will be asked to
consider and take action to elect three Directors; approve the Qualified
Stock Option Plan; amend the Articles of Incorporation to create a class of
Preferred Stock; and ratify the appointment of Williams & Webster, Certified
Public Accountants, as independent auditors to make an examination of
financial statements of the Company for the fiscal year ending October 31,
2001; and, such other business as may come before the meeting. See "Voting
at the Annual Meeting of Shareholders."
SOLICITATION OF PROXIES
These proxy materials are furnished in connection with the solicitation
of proxies by the Board of Directors and management of the Company to be used
at the Annual Meeting of Shareholders and at any adjournment or adjournments
thereof. Properly executed proxies received prior to the meeting will be
voted at the meeting. If a Shareholder specifies how the proxy is to be
voted on any business to come before the meeting, it will be voted in
accordance with such specifications. If no specification is made, it will be
voted in accordance with the recommendations of the Board of Directors and
management which are FOR the election of the directors named in the Proxy
Statement; FOR the approval of the Qualified Stock Option Plan; FOR the
authorization of a class of Preferred Stock; and, FOR ratification of the
appointment of Williams & Webster as the Company's principal independent
public accountants for 2001. The proxy may be revoked by you at any time
before it is voted at the meeting.
This Proxy Statement and accompanying form of proxy are first being sent
or given to Shareholders on or about February 15, 2001.
Shareholders of record at the close of business on January 5, 2001 are
entitled to notice of and to vote at the meeting. On January 5, 2001 there
were outstanding and entitled to vote 9,740,595 shares of Common Stock (each
of which is entitled to one vote). A majority of the votes cast by the
holders of Common Stock is required for the election of directors and a
majority of the votes cast by such holders is required for ratification of
the appointment of the principal independent public accountants.
REVOCATION OF PROXIES
Any Shareholder has the power to revoke his or her proxy at any time,
insofar as it has not been exercised, by the written notice of a subsequently
dated proxy, received by the Company prior to or at the Annual Meeting or by
oral revocation given by the Shareholder in person at the Annual Meeting or
any adjournment thereof.
PROXY COMMITTEE
Management of the Company has appointed a Proxy Committee consisting of
Merlin Bingham and Jim Czirr in whose names the proxies are solicited on
behalf of the Company.
VOTING AT THE ANNUAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company has fixed the close of business on
January 5, 2001, as the record date for determination of the Shareholders
entitled to notice of, and to vote at, the Annual Meeting (the "Record
Date"). As of the Record Date, there were issued and outstanding Nine
Million, Seven Hundred Forty Thousand, Five Hundred Ninety Five (9,740,595)
shares of Common Stock entitled to vote. A majority of such shares will
constitute a quorum for the transactions of business at the Annual Meeting.
The holders of record on the Record Date of the shares entitled to be voted
at the Annual Meeting are entitled to cast one vote per share on each matter
submitted to vote at the Annual Meeting.
IMPORTANT
Whether or not you plan to attend the Annual Meeting of Shareholders,
please complete, sign and date the accompanying proxy and mail it at once in
the enclosed envelope, which requires no additional postage if mailed in the
United States.
Your proxy will be revocable, either in writing or by voting in person at the
Annual Meeting, at any time prior to its exercise.
INFORMATION CONCERNING VOTING
As of the close of business on January 5, 2001, the Company has
authorized Fifty Million (50,000,000) shares of one class of Common Stock and
it has issued and outstanding Nine Million, Seven Hundred Forty Thousand,
Five Hundred Ninety Five (9,740,595) shares of one class of Common Stock.
Only holders of record of the Company's Common Stock at the close of business
on January 5, 2001 are entitled to notice and to vote on matters which come
before the Annual Meeting or any adjournment thereof.
On all matters requiring a shareholder vote, each shareholder is entitled to
one vote in person or by proxy at the Annual Meeting for each share of Common
Stock of the Company recorded in his/her name. Proposals Nos. 1 and 4 will
be decided by a majority vote of those shares voting and Proposals 2 and 3
will decided upon by a majority vote of the total outstanding shares eligible
to vote.
PROPOSAL 1
ELECTION OF DIRECTORS
Three directors are to be elected to hold office until the next Annual
Meeting of Shareholders and until their successors have been duly elected and
qualified. If the proxy is executed in such manner as not to withhold
authority for the election of any or all of the nominees for directors, then
the persons named in the proxy will vote the shares represented by the proxy
for the election of the following three nominees. If the proxy indicates
that the stockholder wishes to withhold a vote from one or more nominees for
directors, such instructions will be followed by the persons named in the
proxy. The three nominees are now members of the Board of Directors and were
elected by the Shareholders at the last annual shareholders meeting.
Management has no reason to believe that any of the nominees will not serve.
In the event that any nominee should not be available, and if the Board has
designated a substitute nominee, the persons named in the proxy will vote for
the substitute nominee designated by the Board of Directors.
Meetings and Committees of the Board
During the year ended October 31, 2000, the Board unanimously adopted
resolutions on five occasions, pursuant to applicable Nevada law. The action
taken by the Board on five occasions were without a meeting.
Currently, the Company does not have any Committees of the Board of
Directors.
NOMINEES
Merlin Bingham
Since October 17, 1996, Mr. Bingham has been President and Chairman of
the Board. Mr. Bingham has thirty-seven years of experience in exploration,
development, and mining operations. He has been an employee of Noranda,
Phelps Dodge, and Ranchers Exploration and has served as a consultant to
numerous other companies. Specific exploration consulting in Mexico includes
clients such as USMX, Nord-Pacific, Minera Nival, Minera Namiquipa, and
Kennecott Exploration S.A. de C.V. He received a B.S. degree in Mineralogy
from the University of Utah.
Daniel Gorski
Since October 17, 1996, Mr. Gorski has been Vice-President of Operations and
a Director of the Company. He has worked continuously in the mining industry
since 1968. Recent experience has been that of Mine Manager at the Tripp
Mine in Western Utah; Mine Geologist, Star Mine, Burke, Idaho; Mine Manager,
Frazadas Mine, Nayarit, Mexico; Contract Exploration Geologist, USMX, Inc.
He received a B.S. degree in Geology from Ross State College, Alpine, Texas
and a M.A. in Geology from the University of Texas in 1970. Mr. Gorski
served in the U.S. Army from 1960-66 and was discharged with the rank of
Sergeant.
James C. Czirr
Since July 2, 1998, Mr. Czirr has been a Director. Mr. Czirr is a
Director and Financial Consultant to the Company, and has 22 years experience
as a Financial and Public Relations Consultant in the areas of business
strategies, marketing, incentive programs, finance and capital formation and
has extensive experience in the brokerage business and in oil and gas limited
partnerships.
EXECUTIVE COMPENSATION
It is the Board's responsibility to review and set compensation levels
of the executive officers of the Company, evaluate the performance of
management and consider management appointments and related matters. All
decisions are decisions of the full Board. The Board considers the
performance of the Company and how compensation paid by the Company compares
to compensation generally in the mining industry and among similar companies.
In establishing executive compensation, the Board bases its decisions, in
part, on achievement and performance regarding broad-based objectives and
targets relating to the continued acquisition of favorable silver properties
and the progress of exploration and development of such properties, as well
as the Company's financial performance.
For Fiscal 2000, the Company's executive compensation policy consisted
of base salary. The policy factors which determine the setting of these
compensation elements are largely aimed at attracting and retaining
executives considered essential to the Company's long-term success. The
Company's executive compensation policy seeks to engender committed
leadership to favorably posture the Company for continued growth, stability
and strength of shareholder equity.
The table below sets forth all cash and cash equivalent remuneration
paid by the Company and its subsidiaries during the year ended October 31,
2000 to each of the Company's executive officers and to all executive
officers of the Company as a group:
Name and Title Cash Compensation
Merlin Bingham, $72,000 yearly
President
Daniel E. Gorski, $72,000 yearly
Vice President,
Wayne Schoonmaker $18,000 yearly
Secretary
The Company anticipates paying the same cash and cash equivalent
remuneration to the foregoing executive officers in 2001.
Further, the Board recognized the significant role of these individuals
in managing the Company's principal office in Coeur d'Alene and in raising
funds for the Company's exploration and development activities. Finally, the
Board of Directors took into account the reasonableness of these salaries in
comparison with Executive salaries within the mining region. On the basis of
the above factors, the Board determined that these salaries were proper and
fitting. No other officers received a salary during Fiscal 2000.
The Board believes that executive compensation during Fiscal 2000
substantially reflects the Company's compensation policy.
Compensation of Directors
Directors of the Company are reimbursed for travel expenses incurred in
serving on the Board of Directors. Directors receive $500 per meeting for
their services.
For the directors to be elected, Proposal No. 1, requires that a
majority of the votes be cast in favor of the each director.
The Board of Directors recommends the vote FOR Proposal No. 1, the
election of Merlin Bingham, Daniel E. Gorski, and Jim Czirr.
PROPOSAL 2
QUALIFIED STOCK OPTION PLAN
The Board of Directors of the Company has voted to propose and
recommends that shareholders vote to approve the adoption of the Qualified
Stock Option Plan. The purpose of the Plan is to attract and retain
qualified personnel. The Plan is administered by the Board of Directors of
the Company who determine, subject to the provisions of the Plan, to whom
options are granted and the number of shares of the Common Stock subject to
option. The exercise price of such options granted under the Plan must at
least equal 100% of the fair market value of the Common Stock on the date the
option is granted.
PROPOSAL 3
PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO AUTHORIZE A CLASS OF PREFERRED STOCK
The Board of Directors of the Company has voted to propose and
recommends that shareholders vote to amend Article 4 of the Articles of
Incorporation. This amendment would authorize for issuance a new class of
capital stock consisting of 1,000,000 shares of Preferred Stock, $0.01 par
value, (the "Preferred Stock") which would have such voting powers,
designations, preferences, and relative participating, optional, conversion
or other special rights, and such qualifications, limitations or restrictions
as the Board of Directors may designate for each series thereof issued from
time to time.
There are no shares of Preferred Stock of the Company currently
authorized. The proposed amendment would authorize the Board of Directors to
issue Preferred Stock, from time to time, in one or more series, with such
designation, voting powers, preferences, and relative, participating,
optional, conversion or other special rights, and such qualifications,
limitations and restrictions, as the Board of Directors may determine. These
would include, but not be limited to, (a) the distinctive designation of each
series and the number of shares that will constitute such series; (b) the
dividend rate for such series; (c) the price at which, and the terms and
conditions on which, the shares of such series may be redeemed, if such
shares are redeemable; (d) the purchase or sinking fund provisions, if any,
for the purchase or redemption of shares of such series; (e) any preferential
amount payable upon each share of such series in the event of the
liquidation, dissolution or winding up of the Company; (f) the voting rights,
if any, of shares of such series; (g) the terms and conditions, if any, upon
which shares of such series may be converted into shares of other classes or
series of shares of the Company's Capital Stock, or securities issued by
other issuers; and, (h) the relative rights of priority of each series as to
dividends and assets. For the reasons discussed below, the Board of
Directors recommends a vote "FOR this proposal.
The above summary description of the proposed amendment to Article 4 of
the Company's Articles of Incorporation is qualified in its entirety by
reference to the complete text of Article 4 of the Articles of Incorporation
contained in Exhibit A hereto.
The Board of Directors believes that the proposed authorization of
Preferred Stock is desirable to enhance the Company's flexibility in
connection with possible future actions, such as stock splits, stock
dividends, financings, corporate mergers, acquisitions or properties or
businesses, use in employee benefit plans or other corporate purposes.
Having such authorized shares available for issuance in the future would
allow shares of either Preferred Stock to be issued without the expense and
delay of a special shareholders' meeting. The shares of Preferred Stock
would be available for issuance without further action by the shareholders.
The Board of Directors recommends a vote "FOR" this proposal.
The Board of Directors believes that the authorization of a class of
Preferred Stock will benefit the Company by improving its flexibility to
consider and respond to future business opportunities and needs. The
Preferred Stock will be available for issuance from time-to-time in
connection with possible financings or the acquisitions of other mining
properties. The Preferred Stock may be issued from time-to-time without
action by the Company's stockholders to such persons and for such
consideration and on such terms as the Board of Directors determines. The
Company has no current plans to issue shares for any purpose.
An affirmative vote by the holders of a majority of the outstanding
shares of Common Stock entitled to vote at the meeting is required for the
adoption of this proposal to amend the Certificate of Incorporation.
The Board of Directors recommends a vote "FOR" the amendment to the
Articles of Incorporation to create a class of Preferred Stock.
PROPOSAL 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has to examine the consolidated financial
statements of the Company for the current year ending October 31, 2000 and to
perform other appropriate accounting services. Williams and Webster, P.S.
have performed auditing and accounting services for the Company since 1996.
A proposal will be presented at the meeting to ratify the appointment of
Williams & Webster, P.S., as the Company's independent public accountants.
One or more members of that firm are expected to be present at the Annual
Meeting to respond to questions and to make a statement if they desire to do
so. If stockholders do not ratify this appointment by the affirmative vote
of the shares present in person or represented by proxy at the meeting, other
independent public accountants will be considered by the Board of Directors.
Proposal 4, the ratification of the appointment of independent auditors,
requires that a majority of the votes cast must be in favor of the proposal.
The Board of Directors recommends a vote "FOR" ratification of the
appointment of Williams & Webster, P.S., as the Company's independent public
accountants.
PROPOSAL 5
OTHER MATTERS
Management knows of no other matters to be brought before the Annual
Meeting, but if other matters come before the meeting, it is the intention of
the persons named in the accompanying proxy to take such action as in their
judgment is in the best interest of the Company and Shareholders.
The Annual Report of the Company for the year ended October 31, 2000,
including financial statements, is enclosed.
Regardless of the number of shares you hold, it is important that your
stock be represented at the meeting in order that the presence of a quorum
can be secured. If you are unable to attend the meeting, you are urged to
date and sign your proxy and return it without delay in the enclosed
addressed envelope. The shares represented by each proxy so signed and
returned will be voted in accordance with the Shareholder's directions.
By Order of the Board of Directors
/s/ Merlin Bingham
Merlin Bingham
President
Appendix
January 19, 2001
P R O X Y
FOR THE ANNUAL MEETING
OF SHAREHOLDERS OF
METALLINE MINING COMPANY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned hereby constitutes
and appoints Merlin Bingham and Jim Czirr with the power of substitution,
attorneys and proxies to appear and vote at the Annual Meeting of
Shareholders of Metalline Mining Company, to be heldat the Coeur d'Alene Inn,
414 West Appleway, Coeur d'Alene, Idaho, at 1:30 p.m., P.S.T., and at any
adjournments thereof, with all the powers the undersigned would possess if
personally present, including authority to vote on the matters shown below in
the manner directed and upon any other matter which may properly come before
the meeting.
This proxy is solicited on behalf of the Board of Directors of
Metalline Mining Company. Except as specified to the contrary below, the
shares represented by this proxy will be voted for Proposals 1, 2, 3 and 4.
The undersigned hereby revokes any proxy previously given to vote such shares
at the meeting or at any adjournment.
PLEASE MARK THE FOLLOWING WITH AN "X."
1. [ ] ELECTION OF DIRECTORS [ ] WITHHOLD AUTHORITY
FOR all nominees listed to vote for all
below (except as marked nominees listed below
to the contrary below)
(INSTRUCTION: To withhold authority to vote for any
individual nominee strike a line through the nominee's
name in the list below.)
Merlin Bingham
Daniel E. Gorski
Jim Czirr
2. To authorize the adoption of a Qualified Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Amend the Company's Articles of Incorporation. The amendment will
create a class of Preferred Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Ratification of the appointment of Williams & Webster, P.S., as
the Company's independent public accountants for the fiscal year
ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE VOTE, DATE AND SIGN YOUR NAME(S) EXACTLY AS PRINTED ON
THIS PROXY, indicating, where applicable, official position or
representative capacity.
_______________________________________
Signature
_______________________________________
(Additional signature(s) if held jointly)
DATE: ______________________
PLEASE RETURN THIS PROXY IN THE POSTAGE PAID
SELF ADDRESSED ENVELOPE ENCLOSED.