MINES MANAGEMENT INC

MINES MANAGEMENT INC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Shareholders approved the Hecla merger on September 12, 2016 and it closed on September 13: each Mines Management share became the right to 0.2218 of a Hecla share (cash for fractions), and the company is now a wholly owned Hecla subsidiary. Trading on the NYSE MKT is expected to be suspended September 14 and on the Toronto Stock Exchange to end after September 15, 2016, and all directors and officers (including the Dobbs and Nichole Altenburg) resigned. This ends the pending-merger thread and the NYSE MKT listing-deficiency issue, and is the end of independent public ownership of the company.

business combination

MINES MANAGEMENT INC's exchange filed to remove a class of its securities from listing.

listing compliance notice

The final proxy statement/prospectus set a shareholder vote for September 12, 2016 on the Hecla merger at a fixed ratio of 0.2218 Hecla share per Mines Management share (cash for fractions), with about 9,024,790 Hecla shares to be issued, leaving Mines Management holders with roughly 2.28% of Hecla. The board unanimously recommends approval; holders of about 17.6% of shares (including options) have agreed to vote in favor, approval needs a majority of votes cast, and Idaho law gives no appraisal rights. The ratio does not adjust for Hecla price moves, and Mines Management shares will stop being listed once the deal closes.

business combination

The formal merger agreement with Hecla (signed May 23, 2016) was filed: each Mines Management share becomes 0.2218 of a Hecla share, subject to a shareholder vote and SEC registration of the Hecla shares, and either side can terminate if the deal is not completed by August 15, 2016. Hecla also lent the company a $2.3 million secured term loan (LIBOR plus 5%), backed by substantially all assets including the Montanore Project, due by the earlier of August 15, 2016 or merger completion, and due immediately if the merger agreement ends for any reason other than a Hecla breach. The filing also shows amended severance terms for Glenn Dobbs, Douglas Dobbs and Nicole Altenburg (payable in stock at the company's option), a bylaw opting out of Idaho's control share law, and that Series B preferred stock has been converting into common (about 458 preferred shares left, convertible into about 582,500 common shares). This confirms the terms announced May 24 and adds the first debt the company has disclosed.

business combination

On May 24, 2016 Mines Management announced a merger agreement under which Hecla Mining Company, through its subsidiary HL Idaho Corp., would acquire it, with each Mines Management share exchanged for 0.2218 of a Hecla share. The release describes this as a 41% premium on a 10-day average price as of May 20, 2016, and expects closing in the third quarter of 2016, subject to a Mines Management shareholder vote and other conditions. Hecla intends to advance the Montanore evaluation program after closing. This is a proposed deal, not yet completed, so shareholders' treatment is not final.

business combination

On September 21, 2015 the NYSE MKT accepted the company's compliance plan. It gave until September 30, 2015 to regain compliance with the financial-impairment standard or show progress, and until December 30, 2016 for the three equity standards. Failure to make progress or regain compliance could still lead to delisting. This continues the July notice: delisting is postponed, not removed.

listing compliance notice

On July 1, 2015 the NYSE MKT told the company it fails continued-listing standards: stockholders' equity was below $2, $4 and $6 million at March 31, 2015, it had net losses in its five most recent fiscal years, and the exchange questioned whether it can continue operations and meet its obligations. The company must submit a compliance plan by August 3, 2015; if the plan is not submitted or accepted, delisting proceedings begin. This is a new threat to the company's exchange listing.

listing compliance notice

On March 3, 2011 the company agreed with Roth Capital Partners to sell 4,800,000 new shares at $3.15 each, for about $15.1 million gross and about $13.8 million net per the filing (the press release says about $14.2 million before offering expenses), with a 30-day option for 720,000 more shares. This is the additional financing the February update said was needed; the press release says proceeds are for Montanore permitting and the drilling program, and for general purposes. It adds shares, which dilutes existing holders, and the company and its officers and directors agreed not to sell shares for 90 days.

material agreement

The company gave an update on its 100%-owned Montanore project after finishing a Preliminary Economic Assessment (PEA). The PEA estimated initial capital costs of $552.3 million (±35%) and concluded the project has favorable economic potential justifying a resource evaluation program and pre-feasibility study; it did not update the 2005 resource estimate of 81.5 million short tons, and the filing says it should not be relied on to value the project. Permitting steps (supplemental draft EIS, biological opinion, 404 permit) are expected in 2011, with a Record of Decision possibly by end of 2011. The drilling program would cost about $20-25 million over about 18 months once permitting is done and needs external financing; 2011 cash use is estimated at $7.5 million against $10.0 million of cash and securities at December 31, 2010, which the company says must be augmented by additional financing in 2011. This sharpens the open funding question for the drilling program.

resource reserve update

On March 25, 2010 the Audit Committee concluded the 2008 financial statements should no longer be relied on, because certain Montanore exploration costs previously recorded as property, plant and equipment should have been expensed. The SEC staff had questioned this treatment in reviewing the 2008 10-K. 2008 net loss rises from $10,306,637 to $10,768,116 ($0.48 per share) and property, plant and equipment falls from $9,714,191 to $6,207,844; the restatement will appear in the 2009 10-K.

financial restatement

On November 2, 2007 the company sold 2,500,000 shares at US$4.00 (US$10 million) to Silver Wheaton Corp. in a private placement. It also granted Silver Wheaton a twenty-year right of first proposal and right to match third-party offers to buy silver the company produces in Montana, and agreed to register the shares for resale in the US. The price is below the US$5.00 paid in the April 2007 offering.

capital raising announcement

On May 9, 2007 the underwriters exercised their over-allotment option for 836,600 more units at US$5.00, adding US$4,183,000 gross. This brings the April 2007 offering to 6,836,600 units, US$34,183,000 gross and US$32,132,020 net of underwriting commissions; the press release says proceeds will fund part of a two-year advanced exploration and underground drilling program at the Montanore Silver-Copper Project in Montana and general corporate purposes.

capital raising announcement

On April 16, 2007 the company agreed with TD Securities and four other underwriters to sell 6,000,000 units at US$5.00 each (gross US$30,000,000, underwriters' fees US$1,800,000); the offering closed April 20, 2007. Each unit has one share plus half a warrant, with whole warrants exercisable at US$5.75 until April 19, 2012, and underwriters have a 30-day option for 900,000 more units. This is a much larger raise than the $6.1 million private placement of October 2005 and dilutes existing holders.

material agreement

On October 21, 2005 the company sold 1,016,677 shares and five-year warrants for 588,334 more shares (exercise price $8.50) to accredited investors for $6,100,000 in total. It plans to use the money for general corporate purposes and agreed to file a registration statement so the investors can resell the shares; existing shareholders are diluted by the new shares and potential warrant shares.

capital raising announcement

the American Stock Exchange certified MINES MANAGEMENT INC's securities for listing, clearing them to begin trading.

listing compliance notice