Item 1.01 Entry
into a Material Definitive Agreement.
Effective as of July 1, 2010, Metalline
Mining Company (the “Company”) entered into an oral agreement with Gregory Hahn
pursuant to which he will serve as the Company’s interim Chief Executive Officer
and President. The parties expect to memorialize the terms of the
oral agreement at a later date.
Mr. Hahn and the Company expect Mr.
Hahn to serve as the interim Chief Executive Officer and President for up to six
months as the Company continues to search for a person to permanently fill those
positions. Mr. Hahn will be compensated at the rate of $12,000 per
month while serving as an executive officer. Mr. Hahn and the Company
have agreed that he will be entitled to the monthly compensation for a minimum
of three months even if the Company appoints another person to permanently serve
as its Chief Executive Officer and/or President prior to September 30,
2010. Mr. Hahn expects to devote approximately 50% of his business
related time to the Company.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 1, 2010 Merlin Bingham retired
as the Company’s Chief Executive Officer and President. Mr. Bingham’s
retirement was not the result of any disagreement or concern by Mr. Bingham with
respect to any Company practice or policy. Mr. Bingham will continue
to serve on the Company’s Board of Directors.
Effective July 1, 2010 Mr. Hahn (age
58) began serving as the Company’s interim Chief Executive Officer and
President. Mr. Hahn has served on the Company’s Board of
Directors since October 2007 and has a significant amount of knowledge and
experience with regards to the Company’s Sierra Mojada project in
Mexico. Additionally, Mr. Hahn has expertise in managing and
developing exploration projects similar to the Company’s Sierra Mojada
project.
Mr. Hahn is a Certified Professional
Geologist and a geological engineer with more than 25 years experience in
exploration, mine development and operation, and particular expertise in base
and precious metals, ore reserve calculations, slope stability, open pit
operations, project evaluations and investment analysis. He is a principal of
Greg Hahn Consulting, LLC, a mining and geological consulting firm, and Vice
President-Exploration of Standard Steam Trust LLC, a privately held geothermal
exploration and development company. From 1995 to 2007, Mr. Hahn was President,
Chief Executive Officer and Director of Constellation Copper Corporation (TSX:
CCU), where he was instrumental in bringing the Lisbon Valley copper mine into
production, and involved with the subsequent construction and development of the
mine. Prior to Mr. Hahn’s position with Constellation Copper Corp., he was Vice
President for St. Mary Minerals Inc. for four years and Chief Geological
Engineer for CoCa Mines Inc. for five years. He also spent ten years
with Noranda Inc. where he was pre-development manager of the Lik massive
sulfide project in Alaska and chief mine geologist at the Blackbird
cobalt-copper project in Idaho. Mr. Hahn received a B.A. in Earth Sciences from
Dartmouth College and an M.S. in Geology and Geological Engineering from
Michigan Tech.
2
Since November 2008 Mr. Hahn has not
engaged in any transaction with the Company, nor are there any proposed
transactions between the Company and Mr. Hahn, which has materially affected or
will affect the Company. There are no family relationships between
Mr. Hahn and any of the Company’s other officers or directors.
Item
8.01 Other Events
Committees of the Board of
Directors
As a result of him serving as the
Company’s interim Chief Executive Officer and President on July 1, 2010 Mr. Hahn
ceased serving on the Compensation Committee and the Corporate Governance and
Nominating Committee of the Board of Directors. Murray Hitzman
replaced Mr. Hahn on the Compensation Committee, and Duncan Hsia replaced Mr.
Hahn on the Corporate Governance and Nominating Committee. As such,
effective July 1, 2010 the committees of the Board of Directors comprise the
following persons:
Audit Committee
|
Robert
Kramer (Chair)
|
Wesley
Pomeroy
|
Duncan
Hsia
|
Corporate Governance and Nominating
Committee
|
Wesley
Pomeroy (Chair)
|
Robert
Kramer
|
Duncan
Hsia
|
Compensation Committee
|
Wesley
Pomeroy (Chair)
|
Murray
Hitzman
|
Duncan
Hsia
|
Environment, Safety, Health and Community
Committee
|
Brian
Edgar
|
Greg
Hahn
|
Murray
Hitzman
|
News
Release
On July 8, 2010 the Company issued a
news release regarding the management changes described in this Form 8-K. A copy
of that news release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits