Metalline and Dome Agree to Transaction Terms
December 04 2009 - 2:30PM
PR Newswire (US)
COEUR D'ALENE, Idaho, Dec. 4 /PRNewswire-FirstCall/ -- Metalline
Mining Company (NYSE Amex: MMG) is pleased to announce that on
December 4, 2009 it executed an Agreement and Plan of Merger and
Reorganization with Dome Ventures Corporation ("Dome"). On November
13, 2009 Metalline announced that it had entered into a letter of
intent with Dome and in that release outlined the proposed terms of
the transaction. Upon the closing of the transaction Dome will be a
wholly owned subsidiary of Metalline. After the completion of the
transaction the parties intend for Metalline's common stock issued
in the transaction to be listed on both the NYSE Amex and the TSX
Venture Exchange. 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. 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. The agreement between the parties contains standard
deal protection provisions and in the agreement both Dome and
Metalline made standard representations, warranties and covenants
to each other. The completion of the transaction is subject to a
number of conditions including both parties receipt of funding,
both parties seeking and obtaining shareholder approval, and other
regulatory approvals. The parties expect to complete the
transaction during the second calendar quarter of 2010. About
Metalline Mining Company Metalline Mining Company is an exploration
stage enterprise engaged in the business of mining. The Company
currently owns mining concessions in the municipality of Sierra
Mojada, Coahuila, Mexico. The Company conducts its operations in
Mexico through its wholly owned Mexican subsidiaries, Minera
Metalin S.A. de C.V. and Contratistas de Sierra Mojada S.A. de C.V.
To obtain more information on Metalline Mining Company, visit the
Company's web site (http://www.metallinemining.com/). About Dome
Ventures Corporation Dome is a mineral exploration company that is
currently conducting mineral exploration activities in Gabon, West
Africa. Forward-Looking Statements This news release contains
forward-looking statements regarding future events and Metalline's
future results that are subject to the safe harbors created under
the Securities Act of 1933 (the "Securities Act") and the
Securities Exchange Act of 1934 (the "Exchange Act"). These
statements are based on current expectations, estimates, forecasts,
and projections about the industry in which Metalline operates and
the beliefs and assumptions of Metalline's management. Words such
as "expects," "anticipates," "targets," "goals," "projects,"
"intends," "plans," "believes," "seeks," "estimates," "continues,"
"may," variations of such words, and similar expressions, are
intended to identify such forward-looking statements. In addition,
any statements that refer to projections of Metalline's future
financial performance, Metalline's anticipated growth and
potentials in its business and other characterizations of future
events or circumstances are forward-looking statements. Readers are
cautioned that these forward-looking statements are only
predictions and are subject to risks, uncertainties, and
assumptions that are difficult to predict, including those
identified elsewhere herein, Metalline's Annual Report on Form 10-K
for the fiscal year ended October 31, 2008 under "Risk Factors",
and in subsequent Quarterly Reports on Form 10-Q. Therefore, actual
results may differ materially and adversely from those expressed in
any forward-looking statements. Metalline undertakes no obligation
to revise or update any forward-looking statements for any reason.
Where You Can Find Additional Information This press release 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
(http://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. Web
site: http://www.metalin.com/ DATASOURCE: Metalline Mining Company
CONTACT: Metalline Mining Company, +1-208-665-2002, fax,
+1-208-665-0041, Web Site: http://www.metalin.com/
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