8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
8 - K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of
Report (Date of earliest event reported): March 6, 2006
___________
METALLINE
MINING COMPANY
(Exact
name of registrant as specified in its charter)
Nevada
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000-27667
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91-1766677
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(State
or other jurisdiction of
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(Commission
File Number)
|
(I.R.S.
Employer
|
incorporation
or organization)
|
|
Identification
No.)
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1330
E. Margaret Avenue, Coeur d'Alene, Idaho 83815
(Address
of principal executive offices) (Zip Code)
(208)
665-2002
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN THE REPORT
Item
3.02 Unregistered Sales of Equity Securities.
On
March
6, 2006 Metalline Mining Company ("Metalline") announced that it had completed
a
private placement offering of 13,945,636 shares of Metalline's common stock
at a
price of $0.80 per share resulting in aggregate proceeds of $11,156,508.80.
In
connection with the sale of these shares, for each share sold, Metalline also
issued a warrant to purchase one additional share of common stock at an exercise
price of $1.25 per share. The warrants are exercisable for a period of five
years from their issuance.
These
shares were issued to 148 accredited investors as part of a private placement
offering that commenced on March 31, 2005. The shares were issued without
registration under the Securities Act of 1933 in reliance upon exemptions from
the registration requirements provided by Section 4(2) of the Securities Act
and
Rule 506 of Regulation D promulgated thereunder. Commissions totaling $339,816
were paid to placement agents in connection with the offering. The text of
the
press release issued by Metalline announcing the closing of the offering is
furnished as Exhibit 99.1 to this report.
Item
9.01. Financial Statements and Exhibits.
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(c) |
The
following exhibits are filed
herewith:
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Exhibit No. |
Exhibit
Description |
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10.1 |
Form
of Subscription Agreement.
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99.1 |
Press
release text of Metalline Mining Company dated March 6,
2006.
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S
I G N A T U R E
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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METALLINE
MINING COMPANY
(Registrant)
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|
|
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Date: March
6, 2006 |
By: |
/s/ MERLIN
D.
BINGHAM |
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Name:
Merlin D. Bingham
Title:
President
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