Edgar Filing: METALLINE MINING CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant [XX]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X]	Preliminary Proxy Statement	[ ]	Confidential, for use of the Commission
[ ]	Definitive Proxy Statement		only (as permitted by Rule 14a-6(e)(2))
[ ]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

METALLINE MINING COMPANY

(Name of Registrant as Specified In Its Charter)

Merlin D. Bingham, President

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate Box:)

[XX]	No fee required.

[ ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule O-11:¹

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

[ ]	Fee paid previously with preliminary materials.

¹	Set forth the amount on which the filing fee is calculated and state how it was determined.

[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

June 5, 2006

To Our Shareholders:

You are cordially invited to the annual meeting of Shareholders (the "Meeting") of Metalline Mining Company (the "Company") to be held at the Coeur d’Alene Inn, West 414 Appleway, Coeur d’Alene, Idaho on Friday, July 7, 2006 at 10:00 a.m. local time.

The formal Notice of the Meeting and Proxy Statement describing the matters to be acted upon at the Meeting are contained in the following pages. Shareholders also are entitled to vote on any other matters which properly come before the Meeting.

Enclosed is a proxy which will enable you to vote your shares on the matters to be considered at the Meeting even if you are unable to attend the Meeting. Please mark the proxy to indicate your vote, date and sign the proxy and return it in the enclosed envelope as soon as possible for receipt prior to the Meeting.

WHETHER YOU OWN FEW OR MANY SHARES OF STOCK, PLEASE BE SURE YOU ARE REPRESENTED AT THE MEETING EITHER BY ATTENDING IN PERSON OR BY RETURNING YOUR PROXY AS SOON AS POSSIBLE.

	Sincerely,


	Merlin D. Bingham, President

METALLINE MINING COMPANY

1330 E. Margaret Avenue

Coeur d’Alene, Idaho 83815

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 7, 2006

June 5, 2006

To the Shareholders of Metalline Mining Company:

The Annual Meeting of Shareholders (the "Meeting") of Metalline Mining Company, a Nevada corporation (the "Company"), will be held at the Coeur d’Alene Inn, West 414 Appleway, Coeur d’Alene, Idaho on Friday, July 7, 2006 at 10:00 a.m. local time, for the purpose of considering and voting upon proposals to:

1. Elect three directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified.

2. Approve an expansion of the board to four directors and elect a fourth director to serve until the next annual meeting of shareholders or until his successor is elected and qualified.

3. Approve an amendment to the Company's Articles of Incorporation authorizing the Company to issue 160,000,000 shares of which 150,000,000 shares shall be Common Stock, $0.01 par value, and 10,000,000 shares shall be Preferred Stock, $0.01 par value.

4. Approve an amendment to the Company’s Articles of Incorporation to delete the requirement that shareholders must decide the maximum number of directors to hold office during the ensuing term.

5. Approve the adoption of the Company’s 2006 Stock Option Plan.

6. Transact such other business as may lawfully come before the Meeting or any adjournment(s) thereof.

The Board of Directors is not aware of any other business to come before the Meeting. Pursuant to the Company's Bylaws, the Board of Directors has fixed the close of business on Wednesday, May 24, 2006 as the record date for determination of the shareholders entitled to vote at the Meeting and any adjournments thereof.

You are requested to complete and sign the enclosed proxy which is solicited by the Board of Directors and to return it promptly in the enclosed envelope. The proxy will not be used if you attend the Meeting and vote in person.

EACH SHAREHOLDER, WHETHER OR NOT HE PLANS TO ATTEND THE MEETING, IS REQUESTED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE MEETING MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE IN PERSON AT THE MEETING.

	BY ORDER OF THE BOARD OF DIRECTORS,


	Merlin D. Bingham, President and Chairman of the Board

METALLINE MINING COMPANY

1330 E. Margaret Avenue

Coeur d’Alene, Idaho 83815

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

JULY 7, 2006

June 5, 2006

To Our Shareholders:

This proxy statement (the "Proxy Statement") is furnished in connection with the solicitation by the Board of Directors of Metalline Mining Company (the "Company") of proxies to be used at the Annual Meeting of Shareholders (the "Meeting") to be held at the Coeur d’Alene Inn, West 414 Appleway, Coeur d’Alene, Idaho on Friday, July 7, 2006 at 10:00 a.m. local time, and at any adjournments or postponements thereof. The Meeting is being held for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement, the accompanying proxy card and the Notice of Annual Meeting of Shareholders (collectively, the "Proxy Materials") are first being mailed to shareholders beginning on or about June 5, 2006.

GENERAL INFORMATION

Solicitation

The enclosed proxy is being solicited by the Company's Board of Directors and the Company’s transfer agent, OTC Stock Transfer. The costs of the solicitation will be borne by the Company. Proxies may be solicited personally or by mail, telephone, facsimile or telegraph by directors and officers of the Company, none of whom will receive any additional compensation for such solicitations, or by OTC Stock Transfer, which will receive compensation in the amount of $________. The Company will reimburse banks, brokers, nominees, custodians and fiduciaries for their reasonable out-of-pocket expenses incurred in sending the proxy materials to beneficial owners of the shares.

Voting Rights and Votes Required

Holders of shares of Metalline Mining Company common stock (the "Common Stock"), at the close of business on Wednesday, May 24, 2006 (the "Record Date") are entitled to notice of, and to vote at, the Meeting. On the Record Date, _________ shares of Common Stock were outstanding. Holders of Common Stock are entitled to one vote per share.

The presence, in person or by proxy, of holders of one-third of all of the shares entitled to vote at the Meeting constitutes a quorum for the transaction of business at the Meeting. In the event there are not sufficient votes for a quorum or to approve any proposals at the time of the Meeting, the Meeting may be adjourned in order to permit further solicitation of proxies. Abstentions will count towards quorum requirements.

As to the election of directors under Proposal One, the proxy card being provided by the Board enables a shareholder to vote for the election of each of the nominees proposed by the Board, or to withhold authority to vote for one or more of the nominees being proposed. Directors are elected by a plurality of votes cast, without respect to either (i) broker non-votes, or (ii) proxies as to which authority to vote for one or more of the nominees being proposed is withheld.

The affirmative vote of a majority of the shares outstanding and entitled to vote on the matter is required to approve Proposals Three and Four. As to these proposals, a shareholder may: (i) vote "FOR" the proposals, (ii) vote "AGAINST" the proposals, or (iii) "ABSTAIN" with respect to the proposals.

The affirmative vote of a majority of the shares cast at the meeting and entitled to vote on the matter is required to approve Proposals Two and Five. As to these proposals, a shareholder may: (i) vote "FOR" the proposals, (ii) vote "AGAINST" the proposals, or (iii) "ABSTAIN" with respect to the proposals.

The proposed corporate actions on which the shareholders are being asked to vote are not corporate actions for which shareholders of a Nevada corporation have the right to dissent under the Nevada General Corporation Law.

Voting and Revocability of Proxies

Shares of Common Stock represented by all properly executed proxies received at the Company's transfer agent by Monday, July 3, 2006 will be voted as specified in the proxy. Unless contrary instructions are indicated on the proxy, the shares of Common Stock represented by such proxy will be voted "FOR" the slate of directors described herein; “FOR” adoption of the amendments to the Articles Incorporation of the Company; and “FOR” adoption of the 2006 Stock Option Plan as described herein. Management and the Board of Directors of the Company know of no other matters to be brought before the Meeting other than as described herein. If any other matters properly are presented to the shareholders for action at the Meeting and any adjournments or postponements thereof, the proxy holder named in the enclosed proxy intends to vote in his discretion on all matters on which the shares of Common Stock represented by such proxy are entitled to vote.

The giving of the enclosed proxy does not preclude the right to vote in person should the shareholder giving the proxy so desire. A proxy may be revoked at any time prior to its exercise by (i) providing notice in writing to the Company's corporate secretary that the proxy is revoked; (ii) presenting to the Company a later-dated proxy; or (iii) by attending the Meeting and voting in person.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of May 15, 2006, the number of shares of the Company’s outstanding $0.01 par value common stock beneficially owned by each of the Company’s current directors and the Company’s executive officers and the number of shares beneficially owned by all of the Company’s current directors and named executive officers as a group:

Name and Address of Beneficial Owner	Position	Amount and Nature of Beneficial Ownership	Percent of Common Stock

Merlin D. Bingham 1330 E. Margaret Avenue Coeur d’Alene, ID 83815	President and Director	2,295,639⁽¹⁾	6.7%

Roger Kolvoord 1330 E. Margaret Ave. Coeur d’Alene, ID 83815	Vice President-Business and Director	1,110,406⁽²⁾	3.2%

Wayne Schoonmaker 1330 E. Margaret Ave. Coeur d’Alene, ID 83815	Treasurer, Secretary	89,568	Less than 1.0%

Wesley Pomeroy 1330 E. Margaret Ave. Coeur d’Alene, ID 83815	Director	300,000⁽³⁾	Less than 1.0%

Terry Brown 1330 E. Margaret Ave. Coeur d’Alene, ID 83815	Vice President-Operations	302,500⁽⁴⁾	Less than 1.0%

All current directors and executive officers as a group (five persons)		4,098,113⁽⁵⁾	12.0%

(1) Includes options to acquire 1,000,000 shares of the Company’s common stock at $2.59 per share until May 1, 2016. These options do not vest until the 2006 Stock Option Plan (Proposal Five) and the increase in authorized common stock (Proposal Three) are approved.

(2) Includes options to acquire 750,000 shares of the Company’s common stock at $2.59 per share until May 1, 2016. These options do not vest until the 2006 Stock Option Plan (Proposal Five) and the increase in authorized common stock (Proposal Three) are approved.

(3) Includes options to acquire 250,000 shares of the Company’s common stock at $2.59 per share until May 1, 2016. These options do not vest until the 2006 Stock Option Plan (Proposal Five) and the increase in authorized common stock (Proposal Three) are approved.

(4) Includes options to acquire 250,000 shares of the Company’s common stock at $2.59 per share until May 1, 2016. These options do not vest until the 2006 Stock Option Plan (Proposal Five) and the increase in authorized common stock (Proposal Three) are approved.

(5) Includes securities reflected in footnotes 1 - 4.

b)	Security Ownership of Certain Beneficial Owners

In addition to the security ownership of the Company’s officers and directors, the following table sets forth as of May 15, 2006, the number of shares of the Company’s Common Stock beneficially owned by each person who owned of record, or was known to own beneficially, more than 5% of the Company’s outstanding shares of Common Stock:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Common Stock

Britannia Holdings King’s House The Grange St. Peter Port Guernsey Channel Islands	2,769,000	8.12%

__________

MANAGEMENT

Executive officers of the Company are elected by the Board of Directors, and serve for a term of one year and until their successors have been elected and qualified or until their earlier resignation or removal by the Board of Directors. There are no family relationships among any of the directors and executive officers of the Company.

The following table sets forth the names and ages of all executive officers and directors whose terms will not expire prior to the annual meeting, and all persons nominated to serve as directors and the positions and offices that each person hold with the Company:

Name of Director or Officer and Position in the Company