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| | December 04, 2009
Dome Ventures Corporation Executes Merger Agreement With Metalline Mining Company
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| | Vancouver, British Columbia. Dome Ventures Corporation (TSX-V: DV.U) ("Dome" or the "Company") is pleased to announce that, further to its press release of November 13, 2009, it has entered into a definitive merger agreement pursuant to which it will merge with a subsidiary of Metalline Mining Company (NYSE AMEX: MMG) ("Metalline").
Under the terms of the merger agreement, Dome will merge with and into a wholly owned subsidiary of Metalline and all shares of Dome common stock will be cancelled and converted into the right to receive shares of Metalline common stock, which are listed on the NYSE Amex. Metalline will issue an aggregate of 47,724,561 shares of Metalline common stock in exchange for all of the outstanding shares of Dome. All outstanding Dome warrants will be exchanged for warrants to acquire Metalline common stock on equivalent terms.
The merger is subject to approval of the stockholders of Dome and the issuance of the Metalline common stock is subject to the approval of the Metalline stockholders. Full details of the merger agreement will be included in a proxy statement of each of Dome and Metalline to be filed with regulatory authorities and mailed to Dome and Metalline shareholders in accordance with applicable securities laws. The merger is subject to customary closing conditions including, among other things, a registration statement in respect of the Metalline common stock to be issued in the merger having been declared effective by the Securities and Exchange Commission (the "SEC"), the approval of the TSX Venture Exchange and the NYSE Amex. The merger is also contingent on Metalline's receipt of US$2,990,000 in funding by December 23, 2009 and Dome receiving funding of US$13,010,000 by January 10, 2010, which will be held in escrow pending the closing of the merger. The merger agreement contains customary representations and warranties, interim covenants, and deal protection provisions.
The parties expect to complete the transaction during the second calendar quarter of 2010.
On behalf of the Board of
DOME VENTURES CORPORATION
Brian D. Edgar
BRIAN D. EDGAR
President and Chief Executive Officer
For further information, contact Brian D. Edgar, President and Chief Executive Officer, at (604) 687-5800 or visit our web site at www.domeventures.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements. These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include statements and expectations that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, the receipt of the approvals relating to the merger with Metalline, the satisfaction of the other conditions to the merger with Metalline, the completion of the merger with Metalline, Metalline's ability to raise interim financing, results of exploration and development activities of the Company or Metalline and the Company's and Metalline's financial condition and prospects could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward- looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.
Additional Information
In connection with the proposed merger, Metalline will file a registration statement, including a joint proxy statement of Metalline and Dome, with 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 (www.sec.gov). These documents may also be obtained for free from Dome's web site (www.domeventures.com) or by directing a request to Dome at 604.687.5800. Copies of Metalline's filings may be obtained for free from Metalline's web site (www.metalin.com) or by directing a request to Metalline at 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. |
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