Item 2.01. Completion
of Acquisition or Disposition of Assets.
On April 16,
2010, pursuant to the terms and conditions of the Agreement and Plan of Merger
and Reorganization, dated December 4, 2009 (the “Merger Agreement”), among
Metalline Mining Company (the “Company” or “Metalline”), Dome Ventures
Corporation (“Dome”) and Metalline Mining Delaware, Inc., a wholly owned
subsidiary of Metalline (“Merger Sub”), Merger Sub merged with and into Dome as
the surviving corporation. As a result, Dome became a wholly owned
subsidiary of Metalline.
As a result
of the Merger, each outstanding share of Dome common stock on the closing date
was converted into the right to receive 0.968818 shares of Metalline common
stock. At the closing date this represented approximately $60,132,947
in value to the Dome shareholders.
Dome’s principal
business activities are the acquisition and exploration of mineral properties
domiciled in Gabon, Africa. The material terms of the Merger
Agreement were described in a Current Report on Form 8-K dated December 4, 2009,
as well as in various reports filed by Metalline since that
date.
Prior to the
letter of intent executed between Metalline and Dome in November 2009, there was
no material relationship between Metalline and Dome. However, in
December 2009, and pursuant to the terms of the Merger Agreement, certain
affiliates of Dome participated in a private placement conducted by Metalline
that closed on December 22, 2009.
Item
3.02. Unregistered Sales of Equity Securities.
On April 16,
2010, Metalline issued three warrants to purchase an aggregate of 2,228,281
shares of Metalline common stock. These warrants were issued to three
former holders of warrants to acquire Dome common stock in accordance with the
Merger Agreement. Each of the warrants is exercisable at $0.41 per
share. Two of the warrants expire on June 26, 2010, and the third
expires on June 16, 2010. The warrants were issued in reliance on the
exemptions from registration provided by Section 4(2) under the Securities Act
of 1933, Rule 506 of Regulation D promulgated thereunder, and Regulation
S. No commissions or other remuneration were paid for this
issuance.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As further
described in Item 5.07 below, effective upon closing the Merger Metalline’s
Board of Directors was expanded from five to seven members. Two of
the new members to the Board of Directors (being Brian Edgar and Murray Hitzman)
were nominated to serve on the Board by Dome pursuant to the terms of the Merger
Agreement, and then elected at a meeting of stockholders held on April 15, 2010;
however their terms as directors began on April 16, 2010 upon closing of the
Merger. Metalline’s Board of Directors now consists of the slate of
seven directors elected at the meeting of stockholders held on April 15, 2010
and named in Item 5.07 below.
2
Effective
April 16, 2010 Mr. Edgar was appointed as the Executive Chairman of the Board of
Directors. On that date, Metalline and Mr. Edgar agreed to the
materials terms of his compensation but have not yet executed an agreement
memorializing those terms. Mr. Edgar will receive $7,500 per month in
his capacity as Executive Chairman. If Mr. Edgar is terminated from
his position of Executive Chairman without cause or if he is terminated from
that position within twelve months of a change of control event he will be
entitled to a payment equal to twelve months of his base
compensation.
Mr. Edgar
(60) has broad experience working in junior and mid-size level natural resource
companies. He has served as Dome’s President and Chief Executive Officer
since February of 2005. Further, Mr. Edgar has served on Dome’s Board
of Directors since 1998. Mr. Edgar currently serves as a director of
several other publicly traded companies, including BlackPearl Resources Inc.,
Denison Mines Corp., Lucara Diamond Corp., Lundin Mining Corporation, Red Back
Mining Inc. and ShaMaran Petroleum Corp., all of which trade on the Toronto
Stock Exchange or the TSX Venture Exchange. Prior to establishing
Rand Edgar Capital Corp. (succeeded by Rand Edgar Investment Corp.), Mr. Edgar
practiced corporate/securities law in Vancouver, British Columbia, Canada for
sixteen years.
Except as
follows Mr. Edgar has not engaged in any transaction with Metalline, nor are
there any proposed transactions between Metalline and Mr. Edgar: (i)
In December 2009 Mr. Edgar participated in a private placement conducted by
Metalline and purchased 1,000,000 shares of Metalline common stock for aggregate
consideration of $460,000; and (ii) Dome engaged the services of Rand Edgar
Investment Corp (“REIC”) commencing March 2001 for $10,000 US per month for
advisory services relating to general corporate development, financial matters,
raising additional capital, corporate maintenance, administrative services and
provisions of office space. REIC is owned in part by Mr.
Edgar. This agreement is effective until July 31, 2012.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Amendment to Articles of
Incorporation
On April 15,
2010 Metalline’s stockholders approved an amendment to the Company’s Articles of
Incorporation increasing its authorized capital to 300 million shares of common
stock. On April 16, 2010 Metalline filed a Certificate of Amendment
with the Nevada Secretary of State to effect the amendment.
Amendment to
Bylaws
Effective
April 16, 2010, Metalline’s Board of Directors amended one provision in the
Company’s Bylaws regarding stockholder proposals for annual or special meetings
of stockholders. As amended, Section 3.9 of the Bylaws now provides
that for business to be properly brought before an annual or special meeting of
stockholders by a stockholder, the stockholder must have given Metalline timely
notice of his or her intent to present such proposal in accordance with the time
periods prescribed in Rule 14a-8 promulgated under the Securities Exchange Act
of 1934. Previously, Section 3.9 prescribed time frames which were
not consistent with Rule 14a-8. Only the second paragraph of Section
3.9 was amended by the Board of Directors on April 16, 2010. Section
3.9 as amended is filed as Exhibit 3.1.2 to this Current Report on Form
8-K.
3
Item
5.07. Submission of Matters to a Vote of Security Holders
On April 15,
2010 Metalline held a special meeting in lieu of an annual meeting of
stockholders (the “Meeting”). At the Meeting, five proposals were
submitted to the stockholders for approval as set forth in the Company’s
definitive proxy statement/prospectus dated March 10, 2010. As
of the record date, March 9, 2010, a total of 55,366,829 shares of Metalline
common stock were outstanding and entitled to vote. In total,
41,132,744 shares of Metalline common stock were present in person or
represented by proxy at the Meeting, which represented approximately 74% of the
shares outstanding and entitled to vote as of the record date.
At the meeting, the
shareholders approved all of the proposals submitted and also elected the slate
of seven persons to the Metalline Board of Directors. The votes on
the proposals were cast as set forth below:
1.
|
|
Proposal
No. 1 -Issuance of
Metalline common stock to effect the Merger with
Dome.
|
For
|
Against
|
Abstain
|
32,456,860
|
247,532
|
23,500
|
2.
|
|
Proposal
No. 2 - Approval of the Amendment to Metalline’s Articles of Incorporation
to increase its authorized capital to 300,000,000 shares of common
stock.
|
For
|
Against
|
Abstain
|
32,329,670
|
377,122
|
37,100
|
3.
|
|
Proposal
No. 3 - Approval of the Metalline 2010 Stock Option and Stock Bonus
Plan.
|
For
|
Against
|
Abstain
|
27,341,895
|
5,344,434
|
73,556
|
4.
|
|
Proposal No. 4 - Election of
Directors. The election of Mr. Edgar and Mr. Hitzman was
effective upon the closing of the Merger
Transaction. Metalline’s Board of Directors now consists of the
seven persons elected at the
Meeting.
|
Name
|
For
|
Withheld
|
Merlin
Bingham
|
29,944,898
|
3,229,944
|
Wesley
Pomeroy
|
28,604,331
|
4,119,611
|
Robert
Kramer
|
32,440,450
|
283,492
|
Gregory
Hahn
|
32,325,350
|
398,592
|
Duncan
Hsia
|
29,331,733
|
3,292,209
|
Brian
Edgar
|
32,163,331
|
460,611
|
Murray
Hitzman
|
32,439,975
|
283,467
|
4
5.
|
|
Proposal
No. 5 - Ratification and Approval of Hein & Associates LLP as
Metalline’s independent registered public accounting
firm.
|
For
|
Against
|
Abstain
|
40,865,336
|
156,308
|
111,100
|
Item
8.01 Other Events
Committees of the Board of
Directors
Effective
April 16, 2010, the Audit, Corporate Governance and Nominating, and Compensation
Committees of Metalline’s Board of Directors comprised the following
persons:
Corporate Governance and Nominating
Committee
Robert Kramer
(Chair)
Wesley
Pomeroy
Duncan
Hsia