0001104659-07-060403.txt : 20070809 0001104659-07-060403.hdr.sgml : 20070809 20070808214424 ACCESSION NUMBER: 0001104659-07-060403 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINES MANAGEMENT INC CENTRAL INDEX KEY: 0000066649 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 910538859 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-32074 FILM NUMBER: 071037585 BUSINESS ADDRESS: STREET 1: 905 W RIVERSIDE AVENUE STREET 2: SUITE 311 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 5098386050 MAIL ADDRESS: STREET 1: 905 W RIVERSIDE AVENUE STREET 2: SUITE 311 CITY: SPOKANE STATE: WA ZIP: 99201 10-Q 1 a07-19178_110q.htm 10-Q

		OMB APPROVAL
		OMB Number: 3235-0070
		Expires: January 31, 2008
		Estimated average burden
		hours per response: 192.00

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 30, 2007.


o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO .

COMMISSION FILE NUMBER 000-29786

MINES MANAGEMENT, INC.

(Exact Name of Registrant as Specified in its Charter)

IDAHO		91-0538859
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

905 W. Riverside Avenue, Suite 311
Spokane, Washington		99201
(Address Of Principal Executive Offices)		(Zip Code)

(509) 838-6050

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

At August 6, 2007, 19,736,067 shares of common stock, par value $0.001 per share, were issued and outstanding.

SEC 1296 (9-05) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

MINES MANAGEMENT, INC.
FORM 10-Q
QUARTER ENDED June 30, 2007

INDEX

PART I – FINANCIAL INFORMATION (Note final to match pages)

ITEM 1.	FINANCIAL STATEMENTS

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK AND HEDGING ACTIVITIES

ITEM 4.	CONTROLS AND PROCEDURES

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

ITEM 1A.	RISK FACTORS

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.	OTHER INFORMATION

ITEM 6.	EXHIBITS

Part I – Financial Information

Item 1. Financial statements (unaudited)

MINES MANAGEMENT, INC. AND SUBSIDIARIES

Consolidated Financial Statements

June 30, 2007 and 2006

Mines Management, Inc. and Subsidiaries

Contents

FINANCIAL STATEMENTS:

Consolidated balance sheets

Consolidated statements of operations

Consolidated statements of stockholders’ equity

Consolidated statements of cash flows

Notes to consolidated financial statements

Mines Management, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

	June 30,			December 31,
	2007			2006

*Assets*
CURRENT ASSETS:
Cash and cash equivalents	$	30,267,134		$	743,652
Interest receivable	58,697			64,426
Prepaid expenses and deposits	546,827			71,118
Total current assets	30,872,658			879,196

MINERAL PROPERTIES	504,492			504,492

PROPERTY AND EQUIPMENT:
Construction in progress	469,594			—
Mine buildings and leasehold improvements	601,445			172,535
Equipment	454,618			259,914
Office equipment	264,207			222,514
	1,789,864			654,963
Less accumulated depreciation	214,939			156,280
	1,574,925			498,683

INVESTMENTS:
Certificates of deposit	2,541,013			4,370,253
Available-for-sale securities	208,435			77,844
	2,749,448			4,448,097
	$	35,701,523		$	6,330,468

*Liabilities and Stockholders’ Equity*
CURRENT LIABILITIES:
Accounts payable	$	928,439		$	301,667
Due to officer	2,398			2,398
Payroll Payable	7,009			—
Payroll taxes payable	6,550			3,549
Total current liabilities	944,396			307,614

CONTINGENCY & COMMITMENTS

STOCKHOLDERS’ EQUITY:
Common stock – 100,000,000 shares, $0.001 par value authorized; 19,736,067 and 12,849,467 shares issued and outstanding, respectively	19,736			12,849
Preferred stock – 10,000,000 shares, no par value, authorized; -0- shares issued and outstanding	—			—

Additional paid-in capital	54,274,956			22,268,710
Accumulated deficit	(1,117,306		)	(1,117,306		)
Deficit accumulated during the development stage	(18,617,529		)	(15,208,078		)
Accumulated other comprehensive income	197,270			66,679

Total stockholders’ equity	34,757,127			6,022,854
	$	35,701,523		$	6,330,468

See accompanying notes to consolidated financial statements.

Mines Management, Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,						From Inception August 12, 2002 Through June 30,
	2007			2006			2007			2006			2007
REVENUE:
Royalties	$	678		$	2,803		$	2,693		$	6,507		$	44,192
OPERATING EXPENSES:
Depreciation	30,265			11,421			58,660			22,590			150,926
Administrative	338,655			140,515			566,137			261,460			2,548,886
Legal, accounting, and consulting	19,917			125,888			295,011			162,626			1,146,755
Miscellaneous	2,547			126			10,201			1,846			42,334
Exploration	(18,506		)	—			11,866			—			165,176
Oil and gas operating	405			—			518			—			12,691
Rent and office	111,198			61,810			226,075			121,030			749,282
Compensation; directors, officers and staff	477,225			175,810			737,938			357,523			2,946,1651
Taxes and licenses	8,640			48,638			57,346			62,503			195,436
Telephone	9,035			5,538			18,493			10,647			70,517
Fees, filing, and licenses	64,871			83,755			177,492			246,709			1,411,788
Environmental	42,072			83,986			85,715			110,369			606,543
Engineering	27,833			72,698			36,995			278,046			1,465,405
Permitting	153,024			388,479			1,029,222			701,859			3,578,889
Commissions	—			—			—			—			68,440
Stock options granted to directors, officers and employees	420,870			392,530			420,870			392,530			3,892,001
Stock options granted for services	6,550			11,545			6,550			11,545			607,754
Total operating expenses	1,694,601			1,602,739			3,739,089			2,741,283			19,658,988
LOSS FROM OPERATIONS	(1,693,923		)	(1,599,936		)	(3,736,396		)	(2,734,776		)	(19,614,796		)
OTHER INCOME:
Interest	129,707			83,571			326,945			163,057			993,809
Miscellaneous	—			—			—			—			3,458
	129,707			83,571			326,945			163,057			997,267
NET LOSS	$	(1,564,216	)	$	(1,516,365	)	$	(3,409,451	)	$	(2,571,719	)	$	(18,617,529	)
NET LOSS PER SHARE (actual and fully diluted)	$	(0.09	)	$	(0.12	)	$	(0.22	)	$	(0.20	)
WEIGHTED—AVERAGE COMMON SHARES OUTSTANDING	18,008,843			12,825,557			15,443,407			12,713,067

See accompanying notes to consolidated financial statements.

Mines Management, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity (unaudited) Six Months Ended June 30, 2007

	Common Stock			Issuable Common Stock					Additional			Accumulated			Deficit Accumulated During the Development			Accumulated Other Comprehensive
	Shares	Amount		Shares		Amount			Paid-in Capital			Deficit			Stage			Income		Total
BALANCES, AUGUST 12, 2002 (INCEPTION)	5,316,956	$	5,317	90,000		$	22,500		$	1,495,998		$	(1,117,306	)	$	—		$	846	$	407,355
Common stock issued for cash	5,169,312	5,130		—		—			14,152,615			—			—			—		14,157,745
Common stock issued to directors	375,000	375		—		—			149,625			—			—			—		150,000
Common stock issued for services	5,000	5		—		—			1,995			—			—			—		2,000
Issuable common stock issued	90,000	90		(90,000	)	(22,500		)	22,410			—			—			—		—
Exercise of stock options	1,181,462	1,181		—		—			957,548			—			—			—		958,729
Exercise of stock warrants	684,117	724		—		—			1,568,359			—			—			—		1,569,083
Issuance of stock options	—	—		—		—			3,900,257			—			—			—		3,900,257
Issuance of stock for Heidelberg shares	27,620	27		—		—			(27		)	—			—			—		—
Revaluation of stock options	—	—		—		—			19,930			—			—			—		19,930
Comprehensive loss:
Adjustment to net unrealized gain on marketable securities	—	—		—		—			—			—			—			65,833		65,833
Net loss	—	—		—		—			—			—			(15,208,078		)	—		(15,208,078		)
Comprehensive loss																				(15,142,245		)
BALANCES, DECEMBER 31, 2006	12,849,467	12,849		—		—			22,268,710			(1,117,306		)	(15,208,078		)	66,679		6,022,854
Common Stock issued for cash	6,886,600	6,887		—		—			31,578,826			—			—			—		31,585,713
Issuance of stock options	—	—		—		—			47,520			—			—			—		47,520
Revaluation of stock options	—	—		—		—			379,900			—			—			—		379,900
Comprehensive loss:
Adjustment to net unrealized gain on marketable securities	—	—		—		—			—			—			—			130,591		130,591
Net loss	—	—		—		—			—			—			(3,409,451		)	—		(3,409,451		)
Comprehensive loss																				(3,278,860		)
BALANCES, JUNE 30, 2007	19,736,067	$	19,736	—		$	—		$	54, 274,956		$	(1,117,306	)	$	(18,617,529	)	$	197,270	$	34,757,127

See accompanying notes to consolidated financial statements.

Mines Management, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,						From Inception August 12, 2002 Through June 30,
Increase (Decrease) in Cash and Cash Equivalents	2007			2006			2007			2006			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,564,216	)	$	(1,516,365	)	$	(3,409,451	)	$	(2,571,719	)	$	(18,617,529	)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of stock options	427,420			404,075			427,420			404,075			4,499,755
Stock received for services	—			—			—			—			(11,165		)
Depreciation	30,265			11,421			58,660			22,590			150,926
Changes in assets and liabilities:
Interest receivable	(29,110		)	(29,349		)	5,729			(31,083		)	(58,697		)
Prepaid expenses and deposits	(516,041		)	(46,000		)	(475,709		)	(30,831		)	(546,327		)
Accounts payable	606,759			39,662			626,772			(79,821		)	930,837
Payroll payable	7,009			—			7,009			—			7,009
Severance payable	—			—			—			(20,000		)	—
State income taxes payable	—			—			—			—			(164		)
Payroll taxes payable	2,106			15,315			3,001			2,429			3,370
Net cash used in operating activities	(1,035,808		)	(1,121,241		)	(2,756,569		)	(2,304,360		)	(13,641,985		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(430,474		)	(3,500		)	(665,308		)	(9,102		)	(1,254,419		)
Construction in Progress	(469,594		)	—			(469,594		)	—			(469,594		)
(Purchase) Sale of certificates of deposit	—			(14,336		)	1,829,240			(55,302		)	(2,541,013		)
Increase in mineral properties	—			—			—			—			(144,312		)
Net cash provided by (used in) investing activities	(900,068		)	(17,836		)	694,338			(64,404		)	(4,409,338		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock	31,585,713			367,250			31,585,713			1,513,750			48,271,122
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	29,649,837			(771,827		)	29,523,482			(855,014		)	30,219,799
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	617,297			4,565,107			743,652			4,648,294			47,335
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	30,267,134		$	3,793,280		$	30,267,134		$	3,793,280		$	30,267,134

See accompanying notes to consolidated financial statements.

Mines Management, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization:

Mines Management, Inc. (the Company) is a publicly held Idaho corporation incorporated in 1947. The Company acquires, explores, and develops mineral properties principally in North America. The Company performed exploration activities in South America in 2002.

Summary of Significant Accounting Policies:

a. The accompanying consolidated financial statements include the accounts of Mines Management, Inc., and its wholly-owned subsidiaries, Newhi, Inc., Montanore Mineral Corporation, and Montmin Corporation. Intercompany balances and transactions have been eliminated. Newhi, Inc. was formed by the Company for the purpose of merger with Heidelberg Silver Mining Company, Inc. In the merger, completed on April 15, 1988, Heidelberg Silver Mining Company, Inc. was merged into Newhi, Inc. To effect the merger, the Company issued 367,844 shares of its previously unissued common stock. Also in connection with this merger, the Company issued 11,117 shares of common stock and paid $4,446 as a finder’s fee. Montanore Mineral Corporation and Montmin Corporation were acquired in conjunction with a stock transfer agreement with Noranda Finance Corporation as described more fully in note 9.

b. All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no mineable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Once a feasibility study has been completed, approved by management, and a decision is made to put the ore body into production, expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on the units of production basis over proven and probable reserves. Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

c. The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. If the sum of estimated future net cash flows on an undiscounted basis is less than the carrying amount of the related asset grouping, asset impairment is considered to exist. The related impairment loss is measured by comparing estimated future net cash flows on a discounted basis to the carrying amount of the asset. Changes in significant assumptions underlying future cash flow estimates may have a material effect on the Company’s financial position and results of operations. To date no such impairments have been identified.

d. Property and equipment are stated at cost. Buildings and leasehold improvements are depreciated on the straight-line basis over an estimated useful life of 39 years. Machinery and furniture are generally being depreciated using accelerated methods over estimated useful lives ranging from 5 to 10 years.

e. Basic and diluted loss per share is computed using the weighted average number of shares outstanding during the periods (15,443,407 and 12,713,067 for the six months ended June 30, 2007 and 2006, respectively). Stock options and warrants outstanding are antidilutive and are not considered in the computation.

f. Cash and cash equivalents include cash on hand, cash in banks, investments in certificates of deposit with original maturities of 90 days or less, and money market funds.

g. The Company’s financial instruments, as defined by Statement of Financial Accounting Standards (SFAS) No. 107, Disclosures about Fair Value of Financial Instruments, include cash and loans payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2007.

h. Deferred income tax is provided for differences between the bases of assets and liabilities for financial and income tax reporting. A deferred tax asset, subject to a valuation allowance, is recognized for estimated future tax benefits of tax-basis operating losses being carried forward.

i. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

j. The Company has adopted SFAS No. 143, Accounting for Asset Retirement Obligations, which establishes a uniform methodology for accounting for estimated reclamation and abandonment costs. According to SFAS No. 143, the fair value of a liability for an asset retirement obligation (ARO) will be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The ARO is capitalized as part of the carrying value of the assets to which it is associated, and depreciated over the useful life of the asset.

In March 2005, the Financial Accounting Standards Board (“FASB”) issued Interpretation (FIN) No. 47, Accounting for Conditional Asset Retirement Obligations, which clarifies that the term conditional asset retirement obligation as used in SFAS No. 143 refers to a legal obligation to perform an asset retirement activity where the timing or method of settlement is conditional on a future event. Where the obligation to perform the asset retirement activity is unconditional, even though uncertainty exists about the timing or method of settlement, the entity is required to recognize a liability for the fair value of the conditional retirement obligation if reasonably estimable. FIN No. 47 also clarifies when an entity would have sufficient information to reasonably estimate fair value. At June 30, 2007, no asset retirement liabilities have been recorded by the Company.

k. In July 2006, FASB issued FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes. FIN No. 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN No. 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The interpretation applies to all tax positions related to income taxes subject to SFAS No. 109, Accounting For Income Taxes. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. Differences between the amounts recognized in the balance sheets prior to the adoption of FIN No. 48 and the amounts reported after adoption should be accounted for as cumulative-effect adjustment recorded to the beginning balance of retained earnings. The Company does not expect the adoption of this statement to have a material effect on its financial condition, results of operations, or cash flows.

l. In September 2006, FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States of America, and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued in respect of fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact the adoption of this statement could have on its financial condition, results of operations, and cash flows.

m. Certain amounts in the prior-period financial statements have been reclassified for comparative purposes to conform to current period presentation with no effect on previously reported net loss.

n. The Company uses the “modified prospective method” of transition as described under SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, to account for the costs of employee services received in exchange for an award of equity instruments. Under this method of transition, the costs recognized in the financial statements for the quarters ended June 30, 2007 and 2006 are the same as if they had been based on their fair values at the grant date. The Company recognized stock-based compensation of $427,420 and $404,075 for the quarters ended June 30, 2007 and 2006, respectively.

o. For purposes of calculating the fair value of options, volatility for the three years presented is based on the historical volatility of the Company’s Common Stock over a two year period. The Company does not foresee the payment of dividends in the near term. The fair value for these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	Quarters Ended
	June 30
	2007		2006		2005

Weighted average risk-free interest rate	4.76	%	5.16	%	3.61	%

Weighted average volatility	54.84	%	61.96	%	72.87	%

Expected dividend yield	—		—		—

Weighted average expected life (in years)	2.00		2.00		2.00

At June 30, 2007, the Company had two stock option plans, which are described more fully in note 6.

NOTE 2 — STOCKHOLDERS’ EQUITY:

Common Stock:

In 2003, the Company sold 1,152,007 common shares for $1,267,207 ($1.10 per share). In connection with the stock sales, the Company granted warrants to purchase up to 1,152,007 common shares at $1.20 per share through two years from the date of issue. Cumulative warrants exercised relating to this issue at December 31, 2006, 2005, and 2004, were 1,152,007, 1,152,007, and 573,640 shares, respectively.

In 2004, the Company sold 1,285,000 common shares for $6,425,000 ($5.00 per share). In connection with the stock sales, the Company granted warrants to purchase up to 511,000 common stock shares at $7.25 per share through five years from the initial exercise date. The Company paid a cash finder’s fee of 7% of the gross offering funds received in the offering. The finder also received 3% warrant compensation or warrants to purchase 192,750 common shares at $7.25 per share through February 18, 2009. These warrants were repriced at $6.00 per share in October 2005 and to $5.00 per share in April 2007 in accordance with the terms of the 2004 warrant agreement. Cumulative warrants exercised relating to this issue at December 31, 2006, 2005, and 2004, were 145,750, 40,000, and -0-, respectively.

In 2005, the Company sold 1,016,667 common shares for $6,100,002 ($6.00 per share). In connection with the stock sales, the Company granted warrants to purchase up to 737,084 common stock shares at $8.25 per share through five years from the initial exercise date. To date, no warrants have been exercised. The Company paid a cash finder’s fee of 7% of the gross offering funds received in the offering. The finder also received a 3.75% warrant compensation or warrants to purchase 228,750 common shares at $8.25 per share through October 20, 2010. These warrants were repriced at $5.00 per share in April 2007 in accordance with the terms of the 2005 warrant agreement.

In 2005, the Company also sold an additional 40,000 common shares for $240,000 ($6.00 per share).

On April 20, 2007 the Company completed a public offering of 6,000,000 units at a price of $5.00 per unit, resulting in gross proceeds of $30,000,000 ($28,200,000 net proceeds). Each unit is comprised of one share of common stock and one-half of one common stock purchase warrant, with each full warrant being exercisable for five years to purchase one share of common stock at a price of $5.75 per share. The warrants are listed on the TSX and are tradable in US dollars under the symbol MGT.GT.U.

The underwriters were granted an over-allotment option, exercisable for a period of 30 days following the closing, to acquire up to an additional 900,000 units. On May 7, 2007, the Company received notice that the underwriters had elected to exercise the over-allotment option for 836,600 units. The total offering was therefore 6,836,600 units for gross proceeds to the Company of $34,183,000, or $32,124,697 in net proceeds to the Company, after deducting underwriting commissions but before deducting offering expenses.

Preferred Stock:

The Company has authorized 10,000,000 shares of no-par-value preferred stock. Through June 30, 2007, the Company had not issued any of the authorized preferred stock.

NOTE 3 — MINING PROPERTIES:

Mining properties are comprised of acquisition, exploration, and development costs related to the Montanore property in northwestern Montana and the Advance and Iroquois properties in the Northport region of northeastern Washington, as shown below:

	June 30,		December 31,
	2007		2006

Montanore	$	278,519	$	278,519
Advance	2,139		2,139
Iroquois	223,834		223,834

	$	504,492	$	504,492

The Montanore property is located in northwestern Montana and includes 18 mining claims covering 355 acres plus one 5-acre patented mill site. In August 2002, the Company acquired a controlling interest in the Montanore silver and copper deposit in Sanders County, Montana. The Company received a quitclaim deed from Noranda Mineral Corp. (Noranda) when Noranda elected to withdraw from the project. The mineral rights acquired by the Company are subject to a $0.20 per ton royalty, and a 5% net profits royalty which would commence after the operator has recovered all of its exploration and development costs. In December 2002, the Company received a quitclaim deed to all intellectual property connected with studies that Noranda carried out on the project.

The Advance property consists of 720 acres of patented mineral rights. Although the Company does not own the overlying surface rights to its patented mineral rights, it does have right of access to explore and mine.

The Iroquois property consists of 64 acres of patented mineral and surface rights and 15 unpatented mining claims containing 300 acres.

NOTE 4 —CONSTRUCTION IN PROGRESS:

The Company is in the process of constructing additional office space in Libby, Montana. This project is approximately 50% complete and has an estimated cost of $132,000. Construction has also begun on the underground electrical and pumping systems at the Libby adit. The anticipated cost of these projects totals $1,125,100 with approximately $404,200 included in construction in progress as of June 30, 2007.

NOTE 5 — INVESTMENTS:

The Company owns a $111,549 certificate of deposit which matures in September 2008 and has an interest rate of 3.64%. The Company also owns a $1,124,055 certificate of deposit which is security for a Letter of Credit to the Montana DEQ for the reclamation guarantee for the Montanore expansion evaluation program. This certificate matures in January 2008 and will automatically renew annually. It currently earns a rate of 5.28%. The Company owns six $217,568 certificates of deposit for a total of $1,305,409. These investments mature in 2009 and earn rates of 4.21%.

The Company owns 45,000 free-trading shares of Bitterroot Resources, Ltd. (BTT), a public Canadian corporation traded on the Toronto Venture Exchange. The shares are held as “available for sale.” This investment is being recorded at fair market value with a corresponding adjustment to stockholders’ equity. The 45,000 free-trading shares at June 30, 2007 and December 31, 2006 had a market value of $24,121 and $28,213 U.S. funds, respectively. The Company also owns 196,000 free-trading shares of Centram Exploration Ltd., a public Canadian corporation traded on the Toronto Venture Exchange. The shares are held as “available for sale.” The shares were received in year 2002 in exchange for administrative services provided by the Company. The 196,000 free-trading shares at June 30, 2007 and December 31, 2006 had a market value of $184,314 and $49,631 U.S. funds, respectively.

NOTE 6 — STOCK OPTIONS:

During the year ended December 31, 2003, the stockholders of the Company approved two stock-based compensation plans – the 2003 Stock Option Plan (which includes both qualified and nonqualified options) and the 2003 Consultant Stock Compensation Plan. Under the 2003 Stock Option Plan, the Company may grant options to purchase up to 1,200,000 shares of common stock. Under the 2003 Consultant Stock Compensation Plan the Company may grant options to purchase up to 400,000 shares of common stock. During 2004, the Company increased the maximum number of common shares available under the 2003 Stock Option Plan and the 2003 Consultant Stock Compensation Plan to 3,000,000 and 700,000 shares, respectively.

Options granted under the 2003 plans are granted at an exercise price of not less than 100% of the fair market value per share on the date of grant. Stock options are exercisable within ten years from the date of the grant of the option. Vesting of the options granted under both plans is at the prerogative of the Board of Directors. The Company has a policy of re-pricing all incentive stock options as market conditions allow.

At June 30, 2007, the following 2003 plan options were outstanding:

Exercise Prices	Number of Options	Weighted Average Exercise Price		Remaining Contractual Life (in years)	Number Exercisable

$ 1.60	500,000	$	1.60	.68	500,000
1.85	100,000	1.85		1.16	100,000
3.95	20,000	3.95		1.84	20,000
4.65	475,000	4.65		1.98	475,000
3.75	220,000	3.75		2.17	120,000
3.93	155,000	3.93		2.59	155,000
4.01	214,000	4.01		0.33	214,000
3.90	5,000	3.90		3.89	5,000
3.90	175,000	3.90		3.95	175,000
3.90	30,000	3.90		4.23	10,000
3.90	100,000	3.90		3.46	100,000
3.90	200,000	3.90		4.03	—
4.34	30,000	4.34		4.34	10,000
3.79	18,000	3.79		4.96	18,000
3.33	30,000	3.33		5.00	10,000

Subtotal	2,272,000	$	3.46		1,912,000

During January 2005, the Company issued 214,000 stock options to an individual as compensation for the performance of marketing services. The options have an exercise price of $4.01 and vested 25% at the time of issuance, 25% in 60 days thereafter and the remaining balance on May 28, 2005. In January 2007, the option agreement was extended nine months by the Board of Directors to October 27, 2007.

During February 2005, the Company issued 205,000 stock options to directors and employees. The options have an exercise price of $3.93 and vested immediately. The options expire five years from issuance.

During June 2005, the Company issued 25,000 stock options to an individual as compensation for the performance of consulting services. The options have an exercise price of $5.70 and vested immediately. During May 2007and October 2006, the options were cancelled and replaced by the same number of stock options at an exercise price of $3.90 and $5.01 per share representing the stock price as of the close of trading on May 16, 2007 and October 3, 2006, respectively. These options expire five years from issuance.

During June 2005, the Company issued 25,000 stock options to an individual as compensation for the performance of consulting services. The options had an exercise price of $5.99 per share, representing the share price at the close of trading on June 6, 2005, and vested 40% at the time of grant (June 6, 2005), and 20% each on June 6 of 2006, 2007, and 2008. During September 2005, the options were cancelled and replaced by the same number of stock options at an exercise price of $4.92 per share representing the stock price as of the close of trading on September 7, 2005. During September 2006, the remaining outstanding options were forfeited.

During December 2005, the Company issued 100,000 stock options to an officer. The options had an exercise price of $6.34 per share, representing the share price at the close of trading on December 13, 2005, and vested 50% at the time of issuance (December 13, 2005), and 50% on December 13, 2006. During May 2007 and October 2006, the options were cancelled and replaced by the same number of stock options at an exercise price of $3.90 and $5.01 per share representing the stock price as of the close of trading on May 16, 2007 and October 3, 2006, respectively.

During June 2006, the Company issued 170,000 stock options to officers, directors, and employees and 5,000 stock options to an individual as compensation for the performance of consulting services. The options had an exercise price of $6.20 and vested immediately. The options expire five years from issuance. During May 2007and October 2006, the options were cancelled and replaced by the same number of stock options at an exercise price of $3.90 and $5.01 per share representing the stock price as of the close of trading on May 16, 2007 and October 3, 2006, respectively.

During July and September 2006, the Company issued 200,000 stock options to directors and 30,000 to the new Project Engineer for the Montanore Project. The options had exercise prices of $6.42 and $6.21, respectively. The options issued to the directors vest over a two year period, 20,000 on July 9, 2007 and 20,000 on July 9, 2008 for each director. For the options issued to the new employee, 10,000 vested immediately, while the remaining 20,000 vest over a two year period, 10,000 on September 20, 2007 and 10,000 on September 20, 2008. During May 2007 and October 2006, the options were cancelled and replaced by the same number of stock options at an exercise price of $3.90 and $5.01 per share representing the stock price as of the close of trading on May 16, 2007 and October 3, 2006, respectively.

During April and June 2007, the Company issued 30,000 stock options to each of two new employees. The options had exercise prices of $4.34 and $3.33, respectively. For each employee, 10,000 options vested immediately while the remaining 20,000 options vest over a two year period; 10,000 in April of 2008 and 2009 respectively, and 10,000 in June 2008 and 2009, respectively. The Company issued an additional 18,000 options to other employees in June 2007. These options had an exercise price of $3.79 and vested immediately.

For purposes of calculating the fair value of options, volatility for the two years presented is based on the historical volatility of the Company’s Common Stock over a two year period. The Company does not foresee the payment of dividends in the near term. The fair value for these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	Quarters Ended
	June 30
	2007		2006		2005

Weighted average risk-free interest rate	4.76	%	5.16	%	3.61	%

Weighted average volatility	54.84	%	61.96	%	72.87	%

Expected dividend yield	—		—		—

Weighted average expected life (in years)	2.00		2.00		2.00

Weighted average fair value (in dollars)	1.30		2.31		2.23

The following summarizes option activity for the quarters presented:

	Shares Under Option		Weighted-Average Exercise Price Per Share
Balance, at January 1, 2006	2,088,500		$	3.48
Issued	—		—
Exercised	(188,374	)	2.92
Forfeited (Cashless Purchase)	(11,126	)	4.65
Balance, at March 31, 2006	1,889,000		3.53
Issued	175,000		6.20
Exercised	(85,000	)	4.32
Forfeited	—		—
Balance at June 30, 2006	1,979,000		3.73

Balance at January 1, 2007	2,194,000		3.70
Issued	—		—
Exercised	—		—
Forfeited	—		—
Balance at March 31, 2007	2,194,000		3.70
Issued	78,000		3.82
Exercised	—		—
Forfeited	—		—
Balance at June 30, 2007	2,272,000		$	3.46

The options outstanding at June 30, 2007, have a remaining contractual life of approximately two years.

NOTE 7 — CONCENTRATION OF CREDIT RISK:

The Company maintains its cash and cash equivalents in one financial institution. Balances are insured by the Federal Deposit Insurance Corporation up to $100,000 per institution.

NOTE 8 — DEFERRED INCOME TAX:

At June 30, 2007, and December 31, 2006, the Company had deferred tax assets that were fully reserved by valuation allowances. Following are the components of such assets and allowances:

	June 30,		December 31,
	2007		2006
Deferred tax assets arising from:
Net operating loss carryforwards	$	2,375,000	$	1,770,000
Stock option compensation	675,000		610,000
Accrued severance compensation	0		0
	3,050,000		2,380,000
Less valuation allowance	3,050,000		2,380,000

Net deferred tax assets	$	—	$	—

For the periods presented, the effective income tax rate differed from the expected rate because of the effects of annual changes in the deferred tax asset valuation allowance. Changes in the deferred tax asset valuation allowance for the periods ended June 30, 2007 and December 31, 2006 relate only to corresponding changes in deferred tax assets for those periods.

At June 30, 2007, the Company had federal tax-basis net operating loss carryforwards totaling approximately $15,400,000 which will expire in various amounts from 2008 through 2027.

NOTE 9 — CONTINGENCY:

On August 11, 2005, Mines Management was named as a co-defendant in a lawsuit filed by Montana Reserves Company (“MRC”) in the Superior Court of the State of Washington in Spokane County, Washington. Named as co-defendants are Noranda Minerals, Normin Corp., Mines Management and Newhi, Inc. The action seeks damages in connection with the conveyance of the Montanore property from Noranda to Newhi, and challenges the computation of a net proceeds royalty payable to MRC pursuant to a Royalty Agreement between Noranda and MRC in respect to the Montanore property. Management does not believe that the outcome of this lawsuit will have a material adverse effect.

NOTE 10 —COMMITMENTS:

The Company ordered primary mobile mine equipment and a water treatment plant with a purchase price of $3,530,400. As of June 30, 2007, the Company had deposits totaling $410,780 toward the purchase of these items.

NOTE 11 — BUSINESS COMBINATION:

On May 31, 2006, Noranda Finance Corporation and Newhi, Inc. executed a stock transfer agreement by which all issued and outstanding shares of capital stock for both Noranda Minerals Corporation and Normin Corporation have been transferred to Newhi, Inc. Noranda Minerals Corporation and Normin Corporation are Delaware corporations registered to do business in Montana. At the same time, Newhi submitted a $30,000 cash bond to the Montana Department of Environmental Quality (DEQ) to replace Noranda’s previous bond. Subsequently, the official names of the companies where changed to Montanore Mineral Corporation and Montmin Corporation, respectively. The existing Montana State Hard Rock Permit #00150 and MPDES permit MT-00320279 stayed in place with Montanore Mineral Corporation, formerly known as Noranda Minerals Corporation, which is now owned by Newhi, Inc., a wholly-owned subsidiary of the Company. The Company has filed a motion for summary judgment; a hearing on that motion is scheduled for late September 2007.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Montanore project continues to be the Company’s main focus and, in addition to the planned advanced exploration and delineation drilling program, the Company is continuing its repermitting efforts with applicable federal and state agencies and its optimization review of the Project. During the second quarter of 2007, the Company closed an offering of its equity securities for gross proceeds to the Company of US$34,183,000, or US$32,125,000 in net proceeds after deducting underwriting commissions but before deducting offering expenses. As a result, management believes that the Company has sufficient funds on hand to finance the first three phases of its advanced exploration and delineation program at the Montanore Project, which it expects to complete during the next two years.

Overview

In the second quarter of 2007, the Company

· Completed a $34.2 million public offering of equity.

· Established a strong cash position with $32.3 million at June 30, 2007.

· Initiated preparations for the advanced exploration and delineation drilling program by:

· Ordering a $1 million water treatment plant and building;

· Hiring additional staff at the Libby adit site to support initiation of underground activities at the Libby adit, including dewatering, rehabilitation, advancement, drifting, and delineation drilling;

· Placing a $2.8 million order for Sandvik underground mining equipment.

· Advanced the permitting process by working closely with state and federal agencies to provide technical and other information in support of the preparation of the draft environmental impact statement.

During the second quarter, the Company initiated its two-year advanced exploration and delineation drilling program at the Montanore Project site. The Company expects to dewater and rehabilitate the Libby adit, and then advance the adit approximately 3,000 feet toward the middle of the mineral deposit. The Company plans an additional 10,000 feet of development drifting to provide drill access to different portions of the deposit, construction of drill stations, and diamond core drilling of approximately 50 holes totaling approximately 45,000 feet. The objectives of the advanced exploration and delineation program are to:

· Expand the known higher grade intercepts of the Montanore deposit;

· Develop additional information about the deposit;

· Further assess and define the mineralized zone; and

· Provide additional geotechnical, hydrological, and other data.

The Company expects that results of the drilling program, if successful, would provide data to support the completion of a bankable feasibility study, allowing the Company to convert a portion of its mineralized material/resource estimates into reserves.

The net cash expenditures for operating activities for the quarter ending June 30, 2007 was $1.6 million. The Company believes that the recently completed financing provides sufficient working capital for rehabilitation of the Libby adit and commencement of the delineation drilling program over the next two years. In order to complete the planned program through bankable feasibility, the Company would need an additional $10 million in external financing.

Advanced Exploration and Delineation Drilling Program

During the second quarter of 2007, the Company initiated the first stage of its planned advanced exploration and delineation drilling program, during which it expects to dewater and rehabilitate the Libby adit. Delivery of a $1 million water treatment plant, through which the water discharged from the adit will be filtered, is expected to be delivered during the third quarter of 2007, following which commissioning and startup is expected to occur. Also during the second quarter, additional staff, including a chief geologist and two project engineers were hired, and the construction of additional office space in Libby was initiated in preparation for commencement of dewatering and rehabilitation of the adit. Eight full time employees are on staff for the project as of June 30, 2007.

The Company expects to begin rehabilitation activities shortly after dewatering begins. These activities are anticipated to include scaling the back of the adit, installing new roof bolts and extending utilities into the adit; including electricity, piping, ventilation and dewatering infrastructure.

In preparation for commencement of the planned second stage of the program, the Company has ordered primary mobile mine equipment, including a roof bolter, a twin boom jumbo face drill, one four cubic yard LHD unit, one six cubic-yard LHD unit, and two underground twenty-four cubic yard trucks, all of which are expected to be delivered during 2007. The Company expects capital expenditures of $12 million during the remainder of 2007 for equipment and activities related to the advancement of the drilling program. This stage is expected to include advancement of the Libby adit by 3,000 feet towards the middle of the deposit, commencement of 10,000 feet of development drifting and establishment of drill stations,

Also in the second quarter, the Company performed quality control and assurance review of its initial revised mine model. The Company expects to confirm the accuracy of this model by inputting the data gathered during the delineation drilling program, which, if the Company is successful in obtaining the permits necessary to support further development of the Montanore Project is expected to support a bankable feasibility study.

Permitting and Environmental

During the second quarter of 2007, the Company continued to work closely with the U.S. Forest Service (USFS) and Montana Department of Environmental Quality (MDEQ) on the draft environmental impact statement (EIS). Chapter 2 of the EIS (Proposed Action) was completed in draft form and submitted to the agencies for review by the Company’s third party EIS contractor in late July 2007. In addition, the Company participated in the discussion and development of proposed alternatives for placement of tailings, plant site and portal locations that will be assessed and analyzed as part of the overall EIS review.

The Company also continues to work with the State of Montana on additional technical details related to the MPDES discharge permit, transmission line, and other state authorizations required for the Project. Once the draft EIS is completed, the Company will update its permit applications to match the agencies’ preferred alternatives, and will include the 404 permit application submittal to the Army Corps of Engineers.

The USFS and MDEQ have advised the Company that they now expect to begin internal review of the completed draft EIS in October 2007. The Company has submitted comments to the agencies on ways to improve this schedule. Once the agencies have completed their review, the draft EIS and draft permits will be provided to the public for review and comment. The agencies may consider public comments in preparing the final EIS and final permits. When the public review process is concluded, the agencies would proceed to determine the form of the final EIS and permits and would issue a joint Record of Decision setting forth their decisions on our proposed plan of operations and hard rock mining program. The agencies have not set a preliminary schedule to issue the final EIS and Record of Decision. Management expects that the number of comments received will determine the schedule but does not expect a Record of Decision before the end of the fourth quarter of 2008.

Financial and Operating Results

Mines Management is an exploration stage company with a large silver-copper project, the Montanore Project, located in northwest Montana. The Company continues to expense all of its expenditures and has no revenues from mining operations. Financial results of operations include primarily interest income, general and administrative expenses, permitting, project advancement and engineering expenses and other miscellaneous.

Quarter Ended June 30, 2007

The Company reported a net loss for the quarter ended June 30, 2007 of $1.6 million or $0.09 per share compared to a $1.5 million loss or $0.12 per share for the quarter ended June 30, 2006. The $0.1 million increase in net loss was attributed to a $0.1 million increase in the second quarter in legal, accounting, financing, and administrative expenses related to increased investor relations activities, and a $0.3 million increase in employee compensation as a result of bonuses, salary increases, and the addition of four new employees, offset by a $0.3 million decrease in expenditures at the Montanore Project in the second quarter of 2007 for permitting, engineering, and environmental analysis, compared to the second quarter of 2006. Project spending decreased in the second quarter of 2007 as the Company reduced its permitting activities as it focused on obtaining financing for the delineation drilling program.

Six Months Ended June 30, 2007

The net loss for the six months ended June 30, 2007 was $3.4 million or $0.22 per share versus a loss of $2.6 million or $0.20 per share for the six months ended June 30, 2006. The $0.8 million increase in net loss for the six months ended June 30, 2007 compared to the six months ended June 30, 2006 is largely attributed to a $0.5 million increase in legal, accounting and administrative expenses related to the increased cost of implementing Sarbanes-Oxley internal control procedures, investor relations activities related to the public offering; increased compensation expense of $0.4 million and a $0.1 million increase in equipment rental costs at the Montanore site. These increased expenditures were offset by an increase of $0.2 million in interest income for the first half of the year.

Liquidity

For the quarter ended June 30, 2007, the net cash used for operating activities was $1.0 million, which consisted largely of legal and accounting expenses associated with the public offering. The net cash provided by financing activities for the quarter was $31.6 million from the public offering completed during the quarter. The net cash used in investing activities during the quarter was $0.9 million on procurement of fixed assets and construction in progress. The net increase in cash on hand at the end of the second quarter 2007 versus year-end 2006 was $29.7 million.

For the six months ended June 30, 2007 the net cash from financing activities was $31.6 million from the public offering. The net increase in cash on hand at the end of the half year ending 2007 versus 2006 was $29.5 million.

The Company anticipates spending approximately $12 million from cash and investments on hand during the final two quarters of 2007 for activities and equipment purchases related to the advanced exploration and delineation drilling program and the Montanore Project permitting. The Company believes that the recently completed financing provides sufficient working capital for rehabilitation of the Libby adit and commencement of the delineation drilling program which will take place over the next two years. The Company will need an additional $10 million in external financing in order to complete the planned program through completion of a bankable feasibility study, which is a necessary prerequisite to development and production at Montanore.

Forward Looking Statements

Some information contained in or incorporated by reference into this report may contain forward looking statements. These statements include comments regarding Montanore Project permitting, the commencement and completion of activities related to the planned rehabilitation of the Libby adit and delineation drilling program, the hiring of additional staff, and the markets for silver and copper. The use of any of the words “development”, “anticipate”, “continues”, “estimate”, “expect”, “may”, “project”, “should”, “believe”, and similar expressions are intended to identify uncertainties. The Company believes the expectations reflected in those forward looking statements are reasonable. However, the Company cannot assure that the expectations will prove to be correct. Actual results could differ materially from those anticipated in these forward looking statements as a result of the factors set forth below and other factors set forth and incorporated by reference into this report:

· Worldwide economic and political events affecting the supply of and demand for silver and copper

· Volatility in the market price for silver and copper

· Financial market conditions and the availability of financing on acceptable terms

· Uncertainties associated with developing new mines

· Variations in ore grade and other characteristics affecting mining, crushing, milling and smelting and mineral recoveries

· Geological, technical, permitting, mining and processing problems

· The availability, terms, conditions and timing of required governmental permits and approvals

· Uncertainty regarding future changes in applicable law or implementation of existing law

· The availability of experienced employees

· The factors discussed under “Risk Factors” in our Form 10-K, as amended, for the period ending December 31, 2006.

Item 3. Quantitative and Qualitative Disclosures About Market Risk and Hedging Activities

All of our cash balances are held in U.S. dollars and our long term investment certificates of deposit are denominated in U.S. dollars in local and national banking institutions. We manage the timing of cash required for review of the permitting, and engineering of the Montanore Project and for general corporate purposes utilizing our money market account and invest funds not immediately required in investments, currently in certificates of deposit with varying maturities and fixed early retirement costs of three months interest. Our policy is to invest only in government and corporate grade securities rated “investment grade” or better.

The market prices of base and precious metals such as silver and copper fluctuate widely and are affected by numerous factors beyond the control of any mining company. These factors included expectations with regard to the rate of inflation, the exchange rates of the dollar and other currencies, interest rates, global or regional political, economic or banking crises, and a number of other factors. If the market price of silver or copper should decrease, the value of the Company’s Montanore Project could decline and the Company might not be able to recover its investment in that project. Any determination to develop or construct a mine would be made long before the first revenues from production would be received. Price fluctuations between the time that such decisions are made and the commencement of production could affect the economics of the mine.

Item 4. Controls and Procedures

Glenn M. Dobbs, MMI’s President and CEO, and James H. Moore, MMI’s Chief Financial Officer and Treasurer, have evaluated MMI’s disclosure controls and procedures as of June 30, 2007. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that MMI’s disclosure controls and procedures are designed and were effective as of June 30, 2007 to give reasonable assurances that the information required to be disclosed in the reports that MMI files or submits under the Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is also accumulated and communicated to MMI’s management, including its Chief Executive Officer and Chief Financial Officer.

There were no changes in MMI’s internal controls or, to the knowledge of the management of MMI, any other changes that materially affect, or are reasonably likely to materially affect, MMI’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On August 11, 2005, Mines Management was named as a co-defendant in a lawsuit filed by Montana Reserves Company (“MRC”) in the Superior Court in Spokane County Washington. Named as co-defendants are Noranda Minerals, Normin Corp., Mines Management and Newhi, Inc. The action seeks damages in connection with the conveyance of the Montanore property from Noranda to Newhi, and challenges the computation of a net proceeds royalty payable to MRC pursuant to a Royalty Agreement between Noranda and MRC in respect to the Montanore property. Management does not believe that the outcome of this lawsuit will have a material adverse effect on Mines Management’s business or results of operations. The Company has filed a motion for summary judgment; a hearing on that motion is scheduled for late September 2007.

Item 1a. Risk Factors

There are no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K, as amended, for the year ending December 31, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

At the Company’s annual meeting of shareholders, which was held on June 15, 2007, the shareholders of the Company approved the election of Mr. Jerry Pogue and Mr. Robert Russell, to serve on the Company’s board of directors until the annual meeting of shareholders to be held in 2010. Voting results are as follows:

	For	Against	Withheld
Jerry G. Pogue	11,774,235	0	180,642
Robert L. Russell	11,740,409	0	214,468

Item 5. Other Information

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2007, the Company’s employment contract with Eric C. Klepfer, Vice President, Operations, expired. Mr. Klepfer will continue to have primary responsibility for permitting of the Montanore Project and engineering and oversight of the Company’s advanced exploration and delineation drilling program through his consulting firm, Klepfer Mining Services, LLC. The parties are in the final stages of completing a definitive consulting agreement for the ongoing provision of those services, upon execution of which Mr. Klepfer will resign as an officer of the Company.

On August 7, 2007, the Company entered into executive employment agreements with each of Glenn M. Dobbs, its President and Chief Executive Officer, James H. Moore, its Chief Financial Officer and Douglas Dobbs, its Vice President, Corporate Development and Investor Relations.

Glenn M. Dobbs Employment Agreement

Under the terms of Mr. Dobbs’ agreement, which supersedes and replaces Mr. Dobbs’ current employment agreement with the Company, Mr. Dobbs will serve as President and Chief Executive Officer of the Company and will receive a base salary at the rate of $300,000.00 per annum, The Company will provide Mr. Dobbs with medical and dental insurance and he will be entitled to participate in all other Company employee benefit plans.

In the event that Mr. Dobbs is terminated or resigns other than for cause or as a result of his death or disability, or voluntarily resigns for good reason within one (1) year following a change in control, he will be entitled to receive a lump sum payment equal to three (3) times his then-effective annual salary plus annual bonus, if any, during the year preceding the change in control. Mr. Dobbs will also be reimbursed by the Company to the extent that any excise tax is imposed on a payment received by him under the change in control provisions of the agreement.

This description is qualified in its entirety by reference to Mr. Dobbs’ employment agreement, which is filed as Exhibit 10.1 to this Form 10-Q and incorporated herein by reference.

James H. Moore Employment Agreement

Under the terms of Mr. Moore’s agreement, which supersedes and replaces Mr. Moore’s current employment agreement with the Company, Mr. Moore will serve as Chief Financial Officer of the Company and will receive a base salary at the rate of $200,000.00 per annum, The Company will provide Mr. Moore with medical and dental insurance and he will be entitled to participate in all other Company employee benefit plans.

In the event that Mr. Moore is terminated or resigns other than for cause or as a result of his death or disability, or voluntarily resigns for good reason within one (1) year following a change in control, he will be entitled to receive a lump sum payment equal to three (3) times his then-effective annual salary plus annual bonus, if any, during the year preceding the change in control. Mr. Moore will also be reimbursed by the Company to the extent that any excise tax was imposed on a payment received by him under the change in control provisions of the agreement.

This description is qualified in its entirety by reference to Mr. Moore’s employment agreement, which is filed as Exhibit 10.2 to this Form 10-Q and incorporated herein by reference.

Douglas Dobbs Employment Agreement

Under the terms of Mr. Dobbs’ agreement, Mr. Dobbs will serve as Vice President, Corporate Development and Investor Relations of the Company and will receive a base salary at the rate of $150,000.00 per annum, The Company will provide Mr. Dobbs with medical and dental insurance and he will be entitled to participate in all other Company employee benefit plans.

In the event that Mr. Dobbs is terminated or resigns other than for cause or as a result of his death or disability, or voluntarily resigns for good reason within one (1) year following a change in control, he will be entitled to receive a lump sum payment equal to two (2) times his then-effective annual salary plus annual bonus, if any, during the year preceding the change in control. Mr. Dobbs will also be reimbursed by the Company to the extent that any excise tax was imposed on a payment received by him under the change in control provisions of the agreement.

This description is qualified in its entirety by reference to Mr. Dobbs’ employment agreement, which is filed as Exhibit 10.3 to this Form 10-Q and incorporated herein by reference.

Item 6. Exhibits

(a) Exhibits:

10.1	Employment Agreement, dated as of August 7, 2007, by and between Mines Management, Inc. and Glenn M. Dobbs.

10.2	Employment Agreement, dated as of August 7, 2007, by and between Mines Management, Inc. and James H. Moore.

10.3	Employment Agreement, dated as of August 7, 2007, by and between Mines Management, Inc. and Douglas Dobbs.

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act)

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned thereunto duly authorized.

Date: August 8, 2007	By:	/s/ Glenn M. Dobbs
		Glenn M. Dobbs
		President and Chief Executive Officer


Date: August 8, 2007	By:	/s/ James H. Moore
		James H. Moore
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

10.1		Employment Agreement, dated as of August 7, 2007, by and between Mines Management, Inc. and Glenn M. Dobbs.

10.2		Employment Agreement, dated as of August 7, 2007, by and between Mines Management, Inc. and James H. Moore.

10.3		Employment Agreement, dated as of August 7, 2007, by and between Mines Management, Inc. and Douglas Dobbs.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act)

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act)

EX-10.1 2 a07-19178_1ex10d1.htm EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is dated as of August 7, 2007 (the “Effective Date”), between Mines Management, Inc, an Idaho corporation (the “Company”) and Glenn M. Dobbs (“Executive”).

W I T N E S S E T H T H A T:

WHEREAS, the Company and Executive are parties to that certain Executive Compensation Agreement, dated November 20, 2003 (the “Prior Agreement”); and

WHEREAS, the Company and the Executive agree to terminate the Prior Agreement, and hereby covenant that as of the date hereof, the Prior Agreement shall be null and void and have no further effect, and

WHEREAS, the Company wishes to retain the services of Executive as President of the Company and Executive is willing to continue to make his services available to the Company on the terms and conditions herein provided.

NOW, THEREFORE, in consideration thereof and hereof, the parties hereto covenant and agree as follows:

Section 1. Term of Employment; Compensation. The Company agrees to employ Executive from the Effective Date, in the full time capacity of President of the Company, with the responsibilities normally associated with such position, which employment shall continue until terminated as hereafter provided. The Company will pay Executive for his services at an annual rate of Three Hundred Thousand Dollars ($300,000), payable in arrears, in equal installments, in accordance with standard Company practice, but in any event not less often than monthly, subject only to such payroll and withholding deductions as are required by law or authorized by Executive. Executive shall also be entitled to participate in all employee benefit plans of the Company on the same terms and conditions as other employees similarly situated, subject to the Company’s right, in any event, to modify or terminate such plans. The Company shall pay Executive’s individual medical and dental insurance premiums and shall provide paid monthly parking. In addition, Executive shall be eligible to receive such stock options as may be approved by the Compensation Committee of the Board of Directors of the Company (the “Board”) or by the Board.

Section 2. Office and Duties. Executive shall serve as President of the Company, and if elected a director of the Company, as Chairman of the Board (so long as Executive serves as a director and is so appointed by the Board) and perform duties customarily incident to such offices and all other duties as may from time to time be assigned to Executive by the Board. Executive shall devote substantially all of his business time, labor, skill, undivided attention, and best ability to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company on a full time basis. Executive shall not directly or indirectly pursue any other business activity without the Company’s prior written consent.

Executive agrees that he will travel as is reasonably necessary in the conduct of the Company’s business.

Section 3. Expenses. Executive shall be entitled to reimbursement for expenses incurred by him in connection with the performance of his duties hereunder upon receipt of vouchers therefor in accordance with such procedures as the Company has heretofore or may hereafter establish.

Section 4. Vacation During Employment. Executive shall be entitled to such reasonable vacation time as may be allowed by the Company in accordance with general practices established or to be established, but in any event not less than four (4) weeks of vacation during each twelve (12) month period plus usual statutory and other public holidays, the timing of such vacation to be mutually agreed upon between Executive and the Company. The Company recommends that all employees take vacation, but if duties of Executive prevent him from taking said vacation, Executive shall be paid for any unused vacation at the end of each year. Unused vacation time will not be accrued and carried from year to year, and Executive will forfeit any unused vacation at the end of each year.

Section 5. Additional Benefits. Nothing herein contained shall preclude Executive, to the extent he is otherwise eligible, from participation in all group insurance programs or other fringe benefit plans that the Company may hereafter in its sole and absolute discretion make available generally to its employees.

Section 6. Certain Definitions. For purposes of this Agreement, the following words and phrases shall have the following meanings:

(a) “Cause” shall mean termination by the Company of Executive due to: (i) engaging in illegal conduct, including but not limited to fraud or embezzlement; (ii) being convicted of a felony; (iii) engaging in substance abuse which impairs Executive’s ability to perform the duties and obligations of his employment or causes harm to the reputation of the Company; (iv) the willful breach of Executive’s duties to the Company; (v) failure or refusal by Executive to follow reasonable directions by the Company; or (vi) engaging in conduct which in the sole opinion of management of the Company is deemed to be detrimental to the Company. Whether Cause exists for termination will be determined by the Company in its sole discretion.

(b) A “Change in Control” shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single transaction or series of transactions by the shareholders of the Company of more than thirty five percent (35%) of the voting stock of the Company to an individual, an entity or a “group” as that term is defined in Section 13 of the Securities Exchange Act of 1934; (ii) a merger or consolidation to which the Company is a party and following which the shareholders of the Company do not have more than fifty percent (50%) of the voting stock of the resulting company (or its ultimate parent company); (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; (iv) a liquidation or dissolution of the Company; or (v) a series of related

Transactions (each of the items (i) through (iv) constituting a “Transaction”) wherein the shareholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of a Transaction involving the sale, exchange, or transfer of all or substantially all of the assets of the Company, the corporation or other business entity to which the assets of the Company were transferred (the “Transferee”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Transactions are related, and its determination shall be final, binding and conclusive. Notwithstanding the preceding sentence, a Change in Control shall not include a distribution or transaction in which the voting stock of the Company or a parent or subsidiary is distributed to the shareholders of a parent of such entity. Any change in ownership resulting from an underwritten public offering of the common stock or the stock of any parent or subsidiary shall not be deemed a Change in Control for any purpose hereunder.

(c) The “Change in Control Date” shall be any date during the term of this Agreement on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment or status as an elected officer with the Company is terminated within six (6) months before the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Change in Control Date” shall mean the date immediately before the date of such termination.

(d) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(e) “Disability,” for purposes of this Agreement, shall mean total disability as defined in any long-term disability plan sponsored by the Company in which Executive participates, or, if there is no such plan or such plan does not define such term, then it shall mean the physical or mental incapacity of Executive that prevents him from substantially performing the duties of President, and which incapacity has continued for a period of at least ninety (90) days in any three hundred sixty five (365) day period.

(f) “Good Reason” means:

requirements, authority, duties or responsibilities), or any other action that results in a material diminution in such position, authority, duties, or responsibilities, excluding for this purpose an isolated or inadvertent action not taken in bad faith, or that is remedied by the Company within thirty (30) days after receipt of written notice given by Executive;

(ii) a reduction by the Company in Executive’s base salary as in effect immediately before the beginning of the Protection Period or as increased from time to time after the beginning of the Protection Period;

(iii) a failure by the Company to maintain plans providing benefits at least as beneficial as those provided by any benefit or compensation plan (including, without limitation, any incentive compensation plan, bonus plan or program, retirement, pension or savings plan, life insurance plan, health and dental plan or disability plan) in which Executive is participating immediately before the beginning of the Protection Period, or any action taken by the Company that would adversely affect Executive’s participation in or reduce Executive’s opportunity to benefit under any of such plans or deprive Executive of any material fringe benefit enjoyed by him immediately before the beginning of the Protection Period; provided, however, that a reduction in benefits under the Company’s tax-qualified retirement, pension, or savings plans or its life insurance plan, health and dental plan, disability plans or other insurance plans, which reduction applies generally to all participants in the plans or has a de minimis effect on Executive shall not constitute “Good Reason”;

(iv) the Company’s requiring Executive, without Executive’s written consent, to be based at any office or location in excess of fifty (50) miles from his office location immediately before the beginning of the Protection Period, except for travel reasonably required in the performance of Executive’s responsibilities;

(v) any failure by the Company to obtain the assumption of the obligations contained in this Agreement by any successor as contemplated in Section 13 of this Agreement; or

(vi) any material breach of this Agreement by the Company.

(g) “Protection Period” means the period beginning on the Change in Control Date and ending on the one year anniversary of the Change in Control Date.

Section 7. Termination of Employment.

(a) Notwithstanding any other provision of this Agreement, Executive’s employment may be terminated:

(i) by Executive upon ninety (90) days written notice;

(ii) by the Company upon thirty (30) days written notice, without Cause;

(iii) by the Company, with notice to Executive, for Disability;

(iv) in the event of Executive’s death during the term of his employment, provided that the Company’s obligation to pay further compensation hereunder shall cease forthwith, except that the legal representative of Executive’s estate shall be entitled to receive an amount equal to one-twelfth (1/12) of Executive’s then current annual base salary for a period of three (3) months beginning with the pay period immediately after Executive’s death shall have occurred; or

(v) by the Company, at any time for Cause.

Upon the termination of Executive’s employment pursuant to this Section 7(a), this Agreement shall automatically terminate, except as otherwise provided herein.

(b) In the event that Executive’s employment is terminated pursuant to Section 7(a)(i), (ii), (iii) or (iv) or Section 7(d), Executive shall receive an amount equal to Executive’s full base salary and vacation pay (for vacation not taken) accrued but unpaid through the date of termination at the rate in effect at the time of the termination.

(i) shares, options, or other forms of securities issued by the Company and beneficially owned by Executive (whether granted before or after the date of this Agreement) that are unvested, restricted, or subject to any similar restriction shall vest automatically on the termination date and shall be exercisable by Executive or Executive’s personal representative in accordance with the terms of the applicable Company stock option plan and restrictions shall lapse; and

(ii) the Company shall pay the premium for Executive’s COBRA continuation coverage for health benefits provided by the Company for a period of up to twenty-four (24) months (or such lesser period of COBRA coverage as may apply to Executive) following the date of termination.

(d) Benefits upon Termination During a Protection Period. If, during a Protection Period, Executive’s employment is terminated by the Company other than for Cause or Disability or other than as a result of Executive’s death, or if Executive terminates his employment for Good Reason, and such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code, the Company shall pay to Executive in a lump sum in cash, within ten (10) days after the date of termination, the aggregate of the following amounts:

(i) Severance. The Company shall pay to Executive a severance amount equal to three (3) times Executive’s Annual Compensation. As used herein, “Annual Compensation” shall be an amount equal to the sum of (i) Executive’s annual base salary from the Company and its subsidiaries; and (ii) the amount of annual bonus, if any, paid by the Company to Executive for the year before the Change of Control occurs.

(ii) Gross-Up Benefits. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 7(d) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax that are not due to Executive’s actions or inactions (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state, and local income taxes, employment taxes under Section 3101(b) of the Code, and Excise Taxes, assuming the highest marginal income tax rates apply to the Gross-Up Payment), Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. In the event that Executive is entitled to a Gross-Up Payment, the following shall apply:

(1) All determinations required to be made, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by a nationally recognized certified public accounting firm selected by the Company (the “Accounting Firm”). The Accounting Firm shall be requested to provide detailed supporting calculations both to the Company and to Executive within fifteen (15) business days of the receipt of notice that there has been a Payment. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of uncertainty in the application of Sections 280G and 4999 of the Code, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (an “Underpayment”). In the event the Company exhausts its remedies pursuant to the following subparagraph and Executive is thereafter required to make a payment of any Excise Tax, the Accounting Firm shall be requested to determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to Executive.

as practicable, but no later than ten (10) business days after Executive is informed of such assertion. Executive shall apprise the Company of the nature of such assertion and provide copies of all letters, notices, etc. regarding the assertion, and written summaries of any statements made to Executive or by Executive in connection with the assertion. Executive shall not pay any amount asserted to be due prior to the expiration of the 30-day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such assertion is due). If the Company notifies Executive in writing prior to the expiration of such period that the Company desires to contest such assertion, Executive shall:

a. give the Company any information reasonably requested by the Company relating to such assertion,

b. take such action in connection with contesting such assertion as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such assertion by an attorney reasonably selected by the Company,

c. cooperate with the Company in good faith in order effectively to contest such assertion, and

d. permit the Company to participate in any proceedings relating to such assertion;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax and income and employment tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. The Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such assertion and may, at its sole discretion, either direct Executive to pay the tax asserted and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax and income and employment tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(3) If, after the receipt by Executive of a Gross-Up Payment or an amount advanced by the Company, Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of this section, if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to this section, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(e) Prior to receiving any payment or other consideration set forth in Section 7(b), Section 7(c)(i), (ii) or Section 7(d), Executive must first sign a Confidential Severance and Release Agreement in a form reasonably satisfactory to the Company.

Section 8. Code Section 409A Savings Provision. Anything in this Agreement to the contrary notwithstanding, if (1) on the date of Executive’s “separation from service” to the Company (within the meaning of Section 409A of the Code), any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Code) and (2) as a result of such separation from service, Executive would receive any payment that, absent the application of this Section 8, would be subject to constructive receipt, interest and additional tax imposed pursuant to Code Section 409A(a) as a result of the application of Code Section 409A(2)(B)(i), then no such payment shall be payable until the date that is the earliest of (i) six (6) months after Executive’s separation from service date, (ii) Executive’s death or (iii) such other date as will not result in such payment being subject to such interest and additional tax. It is the intention of the parties that all amounts payable under this Agreement not be subject to constructive receipt, interest and additional tax imposed pursuant to Code Section 409A, and all provisions of the Code shall be interpreted consistently therewith. To the extent amounts payable under this Agreement may be or become subject to such interest and additional tax, based on subsequent governmental or court interpretation of Code Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the same or equivalent value of the benefits described in this Agreement in a manner that does not result in such constructive receipt, interest and additional tax.

Section 9. Proprietary Information. Executive hereby grants to the Company all right, title, and interest in and to any information concerning discoveries; methods; business plans and practices; enterprises; explorations; mining information; plant design, location, or operation; or any other information affecting the business operations of the Company and any invention, discovery, or improvement conceived or reduced to practice in connection with the services performed hereunder (“Proprietary Information”). Executive will keep signed, witnessed, and dated written records of all such inventions, discoveries, or improvements; will furnish the Company promptly with complete

information in respect thereof and will do all things necessary to protect the interests of the Company therein.

Section 10. Confidentiality. Executive shall not, either during the period of Executive’s employment with the Company or for a period of two (2) years thereafter, reveal or disclose to any person outside the Company or use for Executive’s own benefit or for the benefit of any third party, without the Company’s specific written authorization, whether by private communication or by public address or publication or otherwise, any information not already lawfully available to the public concerning the Company or the Company’s equity securities, including any Proprietary Information, whether or not supplied by the Company, and whether or not made, developed, and/or conceived by Executive or by others in the employ of the Company. All originals and copies of any of the foregoing, relating to the business of the Company, however and whenever produced, shall be the sole property of the Company, not to be removed from the premises or custody of the Company without in each instance first obtaining written consent or authorization of the Company. Upon the termination of Executive’s employment in any manner or for any reason, Executive shall promptly surrender to the Company all copies of any of the foregoing, together with any other documents, materials, data, information, and equipment belonging to or relating to the Company’s business and in his possession, custody, or control, and Executive shall not thereafter retain or deliver to any other person, any of the foregoing or any summary or memorandum thereof.

Section 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered or three (3) days after mailing if mailed by first-class, registered, or certified mail, postage prepaid, addressed (a) if to Executive: Glenn M. Dobbs, 22820 E. Clearwater Lane, Liberty Lake, Washington 99019; and (b) if to the Company: Chief Financial Officer, Mines Management, Inc., 905 W. Riverside Ave. Suite 311, Spokane, WA 99201, or to such other person(s) or address(es) as the Company shall have furnished to Executive in writing.

Section 12. Survival. The rights and obligations of the parties hereto arising under Sections 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 22 shall survive the termination or cancellation of this Agreement for any reason.

Section 13. Assignability. If the Company shall be merged with, or consolidated into any other corporation, or in the event that it shall sell and transfer substantially all of its assets to another corporation, the terms of this Agreement shall inure to the benefit of, and be assumed by, the corporation resulting from such merger or consolidation, or to which the Company’s assets shall be sold and transferred. This Agreement shall not be assignable by Executive, but it shall be binding upon and to the extent provided in Section 7 shall inure to the benefit of, his heirs, executors, administrators, and legal representatives.

Section 14. Entire Agreement. This Agreement contains the entire agreement between the Company and Executive with respect to the subject matter hereof and there

have been no oral or other agreements of any kind whatsoever as a condition precedent or inducement to the signing of this Agreement or otherwise concerning this Agreement or the subject matter hereof. This Agreement supersedes and replaces any prior agreements, promises, or understandings between the Company and Executive.

Section 15. Expenses. Each party shall pay its or his own expenses incident to the performance or enforcement of this Agreement, including all fees and expenses of its counsel for all activities of such counsel undertaken pursuant to this Agreement, except as otherwise herein specifically provided.

Section 16. Equitable Relief. Executive recognizes and agrees that the Company’s remedy at law for any breach of the provisions of Sections 9 and 10 hereof would be inadequate, and he agrees that for breach of such provisions, the Company shall, in addition to such other remedies as may be available to it at law or in equity or as provided in this Agreement, be entitled to injunctive relief and to enforce its rights by an action for specific performance to the extent permitted by law. If Executive engages in any activities prohibited by this Agreement, he agrees to pay over to the Company all compensation, remunerations or property of any sort received in connection with such activities; such payment shall not impair any rights or remedies of the Company or obligations or liabilities of Executive that such parties may have under this Agreement or applicable law.

Section 17. Waivers and Further Agreements. Any waiver of any terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof, unless it, by its own terms, explicitly provides to the contrary, nor shall it be construed to effect a continuing waiver of the provision being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably require in order to effectuate the terms and purposes of this Agreement.

Section 18. Amendments. This Agreement may not be amended, nor shall any waiver, change, modification, consent, or discharge be effected except by an instrument in writing executed by or on behalf of the party against whom enforcement of any such waiver, change, modification, consent, or discharge is sought.

provisions herein contained invalid, inoperative, or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute, or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative, or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative, and enforceable to the maximum extent permitted in such jurisdiction or in such case.

Section 20. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 21. Section Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 22. General Provisions.

(a) Executive further agrees that his obligations under Sections 9 and 10 of this Agreement shall be binding upon him irrespective of the duration of his employment by the Company, the reasons for any cessation of his employment by the Company, or the amount of his compensation and shall survive the termination of this Agreement (whether such termination is by the Company, by Executive, upon expiration of this Agreement or otherwise).

(b) Executive represents and warrants to the Company that he is not now under any obligations to any person, firm, or corporation, and has no other interest that is inconsistent or in conflict with this Agreement, or that would prevent, limit or impair, in any way, the performance by him of any of the covenants or duties in his employment.

Section 23. Gender. Whenever used herein, the singular number shall include the plural, the plural shall include the singular, and the use of any gender shall include all genders.

Section 24. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the law of Washington. Venue for any action arising from or in connection with this Agreement shall be in Spokane County, Washington.

Signature Page Follows.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MINES MANAGEMENT, INC.


By:	/s/	James H. Moore
Name:		James H. Moore
Title:		Chief Financial Officer


EXECUTIVE:


/s/ Glenn M. Dobbs
Glenn M. Dobbs

EX-10.2 3 a07-19178_1ex10d2.htm EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is dated as of August 7, 2007 (the “Effective Date”), between Mines Management, Inc, an Idaho corporation (the “Company”) and James H. Moore (“Executive”).

W I T N E S S E T H T H A T:

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated August 10, 2005 (the “Prior Agreement”); and

WHEREAS, the Company and the Executive agree to terminate the Prior Agreement, and hereby covenant, as of the date hereof, that the Prior Agreement shall be null and void and have no further effect, and

WHEREAS, the Company wishes to retain the services of Executive as Chief Financial Officer and Treasurer of the Company and Executive is willing to continue to make his services available to the Company on the terms and conditions herein provided.

NOW, THEREFORE, in consideration thereof and hereof, the parties hereto covenant and agree as follows:

Section 1. Term of Employment; Compensation. The Company agrees to employ Executive from the Effective Date, in the full time capacity of Chief Financial Officer and Treasurer of the Company, with the responsibilities normally associated with such position, which employment shall continue until terminated as hereafter provided. The Company will pay Executive for his services at an annual rate of Two Hundred Thousand Dollars ($200,000), payable in arrears, in equal installments, in accordance with standard Company practice, but in any event not less often than monthly, subject only to such payroll and withholding deductions as are required by law or authorized by Executive. Executive shall also be entitled to participate in all employee benefit plans of the Company on the same terms and conditions as other employees similarly situated, subject to the Company’s right, in any event, to modify or terminate such plans. The Company shall pay Executive’s individual medical and dental insurance premiums and shall provide paid monthly parking. In addition, Executive shall be eligible to receive such stock options as may be approved, in its sole discretion, by the Compensation Committee of the Board of Directors of the Company (the “Board”) or by the Board. Executive’s performance will be evaluated annually or at such other times as determined by the Board.

Section 2. Office and Duties. Executive shall have the usual duties of a corporate officer and shall be responsible for providing financial and accounting services, supervising the finance and accounting functions of the Company and participating in the management and direction of the Company’s financial and business operation, and shall perform such specific other tasks consistent with Executive’s position as a member of senior management as may from time to time be assigned to Executive by the Chief Executive Officer of the Company. Executive’s primary duties will focus on Securities

and Exchange Commission (“SEC”) reporting and compliance, establishment and oversight of corporate governance programs as mandated by the Sarbanes-Oxley Act of 2002, as amended and the SEC rules and regulations relating thereto, treasury functions, asset management and preservation and capital financing. Executive shall devote substantially all of his business time, labor, skill, undivided attention, and best ability to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company on a full time basis. Executive shall not directly or indirectly pursue any other business activity without the Company’s prior written consent. Executive agrees that he will travel as is reasonably necessary in the conduct of the Company’s business.

Section 6. Certain Definitions. For purposes of this Agreement, the following words and phrases shall have the following meanings:

(b) A “Change in Control” shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or

exchange in a single transaction or series of transactions by the shareholders of the Company of more than thirty five percent (35%) of the voting stock of the Company by an individual, an entity or a “group” as that term is defined in Section 13 of the Securities Exchange Act of 1934; (ii) a merger or consolidation to which the Company is a party and following which the shareholders of the Company do not have more than fifty percent (50%) of the voting stock of the resulting company (or its ultimate parent company); (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; (iv) a liquidation or dissolution of the Company; or (v) a series of related Transactions (each of the items (i) through (iv) constituting a “Transaction”) wherein the shareholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of a Transaction involving the sale, exchange, or transfer of all or substantially all of the assets of the Company, the corporation or other business entity to which the assets of the Company were transferred (the “Transferee”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Transactions are related, and its determination shall be final, binding and conclusive. Notwithstanding the preceding sentence, a Change in Control shall not include a distribution or transaction in which the voting stock of the Company or a parent or subsidiary is distributed to the shareholders of a parent of such entity. Any change in ownership resulting from an underwritten public offering of the common stock or the stock of any parent or subsidiary shall not be deemed a Change in Control for any purpose hereunder.

(d) “Code” shall mean the Internal Revenue Code of 1986, as amended.

substantially performing the duties of Chief Financial Officer and Treasurer, and which incapacity has continued for a period of at least ninety (90) days in any three hundred sixty five (365) day period.

(f) “Good Reason” means:

(i) the assignment to Executive within the Protection Period (as defined in subparagraph (g) below) of any duties inconsistent in any material respect with Executive’s position (including status, offices, titles and reporting requirements, authority, duties or responsibilities), or any other action that results in a material diminution in such position, authority, duties, or responsibilities, excluding for this purpose an isolated or inadvertent action not taken in bad faith, or that is remedied by the Company within thirty (30) days after receipt of written notice given by Executive;

(v) any failure by the Company to obtain the assumption of the obligations contained in this Agreement by any successor as contemplated in Section 13 of this Agreement; or

(vi) any material breach of this Agreement by the Company.

(g) “Protection Period” means the period beginning on the Change in Control Date and ending on the one year anniversary of the Change in Control Date.

Section 7. Termination of Employment.

(a) Notwithstanding any other provision of this Agreement, Executive’s employment may be terminated:

(i) by Executive upon ninety (90) days written notice;

(ii) by the Company upon thirty (30) days written notice, without Cause;

(iii) by the Company, with notice to Executive, for Disability;

(v) by the Company, at any time for Cause.

Upon the termination of Executive’s employment pursuant to this Section 7(a), this Agreement shall automatically terminate, except as otherwise provided herein.

(d) Benefits upon Termination During a Protection Period. If, during a Protection Period, Executive’s employment is terminated by the Company other than

for Cause or Disability or other than as a result of Executive’s death, or if Executive terminates his employment for Good Reason, and such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code, the Company shall pay to Executive in a lump sum in cash, within ten (10) days after the date of termination, the aggregate of the following amounts:

Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to Executive.

(2) Executive shall notify the Company in writing of any assertion by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable, but no later than ten (10) business days after Executive is informed of such assertion. Executive shall apprise the Company of the nature of such assertion and provide copies of all letters, notices, etc. regarding the assertion, and written summaries of any statements made to Executive or by Executive in connection with the assertion. Executive shall not pay any amount asserted to be due prior to the expiration of the 30-day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such assertion is due). If the Company notifies Executive in writing prior to the expiration of such period that the Company desires to contest such assertion, Executive shall:

a. give the Company any information reasonably requested by the Company relating to such assertion,

c. cooperate with the Company in good faith in order effectively to contest such assertion, and

d. permit the Company to participate in any proceedings relating to such assertion;

and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(3) If, after the receipt by Executive of a Gross-Up Payment or an amount advanced by the Company, Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of this section, if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to this section, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(e) Prior to receiving any payment or other consideration set forth in Section 7(b), Section 7(c)(i), (ii) or Section 7(d), Executive must first sign a Severance and Release Agreement in a form reasonably satisfactory to the Company.

Section 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered or three (3) days after mailing if mailed by first-class, registered, or certified mail, postage prepaid, addressed (a) if to Executive: James H. Moore, 13924 E. Arrowleaf Lane, Spokane, WA 99206, and (b) if to the Company: President, Mines Management, Inc., 905 W. Riverside Ave. Suite 311, Spokane, WA 99201, or to such other person(s) or address(es) as the Company shall have furnished to Executive in writing.

consolidation, or to which the Company’s assets shall be sold and transferred. This Agreement shall not be assignable by Executive, but it shall be binding upon and to the extent provided in Section 7 shall inure to the benefit of, his heirs, executors, administrators, and legal representatives.

Section 14. Entire Agreement. This Agreement contains the entire agreement between the Company and Executive with respect to the subject matter hereof and there have been no oral or other agreements of any kind whatsoever as a condition precedent or inducement to the signing of this Agreement or otherwise concerning this Agreement or the subject matter hereof. This Agreement supersedes and replaces any prior agreements, promises, or understandings between the Company and Executive.

Section 16. Equitable Relief. Executive recognizes and agrees that the Company’s remedy at law for any breach of the provisions of Section 7 hereof would be inadequate, and he agrees that for breach of such provisions, the Company shall, in addition to such other remedies as may be available to it at law or in equity or as provided in this Agreement, be entitled to injunctive relief and to enforce its rights by an action for specific performance to the extent permitted by law. If Executive engages in any activities prohibited by this Agreement, he agrees to pay over to the Company all compensation, remunerations or property of any sort received in connection with such activities; such payment shall not impair any rights or remedies of the Company or obligations or liabilities of Executive that such parties may have under this Agreement or applicable law.

Section 19. Severability. If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative, or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative, or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute, or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative, or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative, and enforceable to the maximum extent permitted in such jurisdiction or in such case.

Section 21. Section Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 22. General Provisions.

Section 23. Gender. Whenever used herein, the singular number shall include the plural, the plural shall include the singular, and the use of any gender shall include all genders.

Signature Page Follows.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MINES MANAGEMENT, INC.


By:	/s/	Glenn M. Dobbs
Name:		Glenn M. Dobbs
Title:		President and Chief Executive Officer


EXECUTIVE:


/s/ James H. Moore
James H. Moore

EX-10.3 4 a07-19178_1ex10d3.htm EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is dated as of August 7, 2007 (the “Effective Date”), between Mines Management, Inc, an Idaho corporation (the “Company”) and Douglas Dobbs (“Executive”).

W I T N E S S E T H T H A T:

WHEREAS, the Company wishes to retain the services of Executive as Vice President, Corporate Development and Investor Relations of the Company and Executive is willing to continue to make his services available to the Company on the terms and conditions herein provided.

NOW, THEREFORE, in consideration thereof and hereof, the parties hereto covenant and agree as follows:

Section 1. Term of Employment; Compensation. The Company agrees to employ Executive from the Effective Date, in the full time capacity of Vice President, Corporate Development and Investor Relations of the Company, with the responsibilities normally associated with such position, which employment shall continue until terminated as hereafter provided. The Company will pay Executive for his services at an annual rate of One Hundred Fifty Thousand Dollars ($150,000), payable in arrears, in equal installments, in accordance with standard Company practice, but in any event not less often than monthly, subject only to such payroll and withholding deductions as are required by law of authorized by Executive. Executive shall also be entitled to participate in all employee benefit plans of the Company on the same terms and conditions as other employees similarly situated, subject to the Company’s right, in any event, to modify or terminate such plans. The Company shall pay Executive’s individual medical and dental insurance premiums and shall provide paid monthly parking. In addition, Executive shall be eligible to receive such stock options as may be approved, in its sole discretion, by the Compensation Committee of the Board of Directors of the Company (the “Board”) or by the Board. Executive’s performance will be evaluated annually or at such other times as determined by the Board.

Section 2. Office and Duties. Executive shall have the usual duties of a corporate officer and shall be responsible for developing and executing the Company’s investor relations program, responding to shareholder inquiries, overseeing corporate communications, building and maintaining strategic corporation relationships, evaluating business and acquisition opportunities, participating in the management and direction of the Company’s business and operations, and performing such specific other tasks consistent with Executive’s position as a member of senior management as may from time to time be assigned to Executive by the President or Chief Executive Officer of the Company. Executive shall devote substantially all of his business time, labor, skill, undivided attention, and best ability to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company on a full time basis. Executive shall not directly or indirectly pursue any other

business activity without the Company’s prior written consent. Executive agrees that he will travel as is reasonably necessary in the conduct of the Company’s business.

Section 4. Vacation During Employment. Executive shall be entitled to such reasonable vacation time as may be allowed by the Company in accordance with general practices established or to be established, but in any event not less than three (3) weeks of vacation during each twelve (12) month period plus usual statutory and other public holidays, the timing of such vacation to be mutually agreed upon between Executive and the Company. The Company recommends that all employees take vacation, but if duties of Executive prevent him from taking said vacation, Executive shall be paid for any unused vacation at the end of each year. Unused vacation time will not be accrued and carried from year to year, and Executive will forfeit any unused vacation at the end of each year.

Section 6. Certain Definitions. For purposes of this Agreement, the following words and phrases shall have the following meanings:

(d) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(e) “Disability,” for purposes of this Agreement, shall mean total disability as defined in any long-term disability plan sponsored by the Company in which Executive participates, or, if there is no such plan or such plan does not define such term, then it shall mean the physical or mental incapacity of Executive that prevents him from substantially performing the duties of Vice President, Corporate Development and Investor Relations, and which incapacity has continued for a period of at least ninety (90) days in any three hundred sixty five (365) day period.

(f) “Good Reason” means:

(i) the assignment to Executive within the Protection Period (as defined in subparagraph (g) below) of any duties inconsistent in any material

respect with Executive’s position (including status, offices, titles and reporting requirements, authority, duties or responsibilities), or any other action that results in a material diminution in such position, authority, duties, or responsibilities, excluding for this purpose an isolated or inadvertent action not taken in bad faith, or that is remedied by the Company within thirty (30) days after receipt of written notice given by Executive;

(v) any failure by the Company to obtain the assumption of the obligations contained in this Agreement by any successor as contemplated in Section 13 of this Agreement; or

(vi) any material breach of this Agreement by the Company.

(g) “Protection Period” means the period beginning on the Change in Control Date and ending on the one year anniversary of the Change in Control Date.

Section 7. Termination of Employment.

(a) Notwithstanding any other provision of this Agreement, Executive’s employment may be terminated:

(i) by Executive upon ninety (90) days written notice;

(ii) by the Company upon thirty (30) days written notice, without Cause;

(iii) by the Company, with notice to Executive, for Disability;

(v) by the Company, at any time for Cause.

Upon the termination of Executive’s employment pursuant to this Section 7(a), this Agreement shall automatically terminate, except as otherwise provided herein.

(i) Severance. The Company shall pay to Executive a severance amount equal to two (2) times Executive’s Annual Compensation. As used herein, “Annual Compensation” shall be an amount equal to the sum of (i) Executive’s annual base salary from the Company and its subsidiaries; and (ii) the amount of annual bonus, if any, paid by the Company to Executive for the year before the Change of Control occurs.

a. give the Company any information reasonably requested by the Company relating to such assertion,

c. cooperate with the Company in good faith in order effectively to contest such assertion, and

d. permit the Company to participate in any proceedings relating to such assertion;

information in respect thereof and will do all things necessary to protect the interests of the Company therein.

Section 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered or three (3) days after mailing if mailed by first-class, registered, or certified mail, postage prepaid, addressed (a) if to Executive: Doug Dobbs, 8824 S. Hilby Lane, Spokane, Washington 99223 and (b) if to the Company: President, Mines Management, Inc., 905 W. Riverside Ave. Suite 311, Spokane, WA 99201, or to such other person(s) or address(es) as the Company shall have furnished to Executive in writing.

inducement to the signing of this Agreement or otherwise concerning this Agreement or the subject matter hereof. This Agreement supersedes and replaces any prior agreements, promises, or understandings between the Company and Executive.

Section 16. Equitable Relief. Executive recognizes and agrees that the Company’s remedy at law for any breach of the provisions of Sections 9 or 10 hereof would be inadequate, and he agrees that for breach of such provisions, the Company shall, in addition to such other remedies as may be available to it at law or in equity or as provided in this Agreement, be entitled to injunctive relief and to enforce its rights by an action for specific performance to the extent permitted by law. If Executive engages in any activities prohibited by this Agreement, he agrees to pay over to the Company all compensation, remunerations or property of any sort received in connection with such activities; such payment shall not impair any rights or remedies of the Company or obligations or liabilities of Executive that such parties may have under this Agreement or applicable law.

other provisions are not themselves actually in conflict with such constitution, statute, or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative, or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative, and enforceable to the maximum extent permitted in such jurisdiction or in such case.

Section 21. Section Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 22. General Provisions.

Section 23. Gender. Whenever used herein, the singular number shall include the plural, the plural shall include the singular, and the use of any gender shall include all genders.

Signature Page Follows.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MINES MANAGEMENT, INC.


By:	/s/	Glenn M. Dobbs
Name:		Glenn M. Dobbs
Title:		President and Chief Executive Officer


EXECUTIVE:


/s/ Douglas Dobbs
Douglas Dobbs

EX-31.1 5 a07-19178_1ex31d1.htm EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Glenn M. Dobbs, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mines Management, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2007

	\s\ Glenn M. Dobbs
	Glenn M. Dobbs
	President and Chief Executive Officer

EX-31.2 6 a07-19178_1ex31d2.htm EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, James H. Moore, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mines Management, Inc.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2007

	\s\ James H. Moore
	James H. Moore
	Chief Financial Officer

EX-32.1 7 a07-19178_1ex32d1.htm EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mines Management, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

\s\ Glenn M. Dobbs
Glenn M. Dobbs
President and Chief Executive Officer
August 8, 2007

A signed original of this written statement required by Section 906 has been provided to Mines Management, Inc. and will be retained by Mines Management, Inc and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 8 a07-19178_1ex32d2.htm EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

\s\ James H. Moore
James H. Moore
Chief Financial Officer
August 8, 2007