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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 September 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 November 6, 2007, 22,236,067 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 SEPTEMBER 30, 2007

INDEX

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

MINES MANAGEMENT, INC.

AND SUBSIDIARIES

Consolidated Financial Statements

September 30, 2007 and 2006

3

Mines Management, Inc. and Subsidiaries

Contents

FINANCIAL STATEMENTS:

4

Mines Management, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

	September 30,2007			December 31,2006
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	26,286,391		$	743,652
Interest receivable	50,681			64,426
Prepaid expenses and deposits	414,618			71,118
Total current assets	26,751,690			879,196
MINERAL PROPERTIES	504,492			504,492
PROPERTY AND EQUIPMENT:
Construction in progress	1,773,654			—
Mine buildings and leasehold improvements	794,641			172,535
Equipment	2,297,341			259,914
Office equipment	290,206			222,514
	5,155,842			654,963
Less accumulated depreciation	297,733			156,280
	4,858,109			498,683
INVESTMENTS:
Certificates of deposit	2,601,276			4,370,253
Available-for-sale securities	213,075			77,844
	2,814,351			4,448,097
	$	34,928,642		$	6,330,468
Liabilities and Stockholders’ Equity
CURRENT LIABILITIES:
Accounts payable	$	1,662,377		$	301,667
Due to officer	2,398			2,398
Payroll payable	4,552			—
Payroll taxes payable	8,031			3,549
Total current liabilities	1,677,358			307,614
CONTINGENCIES & 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	54,503,656			22,268,710
Accumulated deficit	(1,117,306		)	(1,117,306		)
Deficit accumulated during the development stage	(20,356,712		)	(15,208,078		)
Accumulated other comprehensive income	201,910			66,679
Total stockholders’ equity	33,251,284			6,022,854
	$	34,928,642		$	6,330,468

See accompanying notes to consolidated financial statements.

5

Mines Management, Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

	Three Months EndedSeptember 30,						Nine Months Ended September 30,						From Inception August 12, 2002 ThroughSeptember 30,
	2007			2006			2007			2006			2007
REVENUE:
Royalties	$	2,277		$	3,269		$	4,970		$	9,776		$	46,469
OPERATING EXPENSES:
Depreciation	82,793			17,247			141,453			39,837			233,719
Administrative	307,907			125,154			874,044			386,614			2,856,793
Legal, accounting, and consulting	246,004			176,807			541,015			339,433			1,392,759
Miscellaneous	3,424			1,756			13,625			3,602			45,758
Exploration	—			78,614			11,866			78,614			165,176
Oil and gas operating	279			—			797			—			12,970
Rent and office	133,895			104,487			359,970			225,517			883,177
Compensation; directors, officers and staff	410,194			268,393			1,148,132			625,916			3,356,359
Taxes and licenses	22,789			(20,320		)	80,135			42,183			218,225
Telephone	11,361			5,791			29,854			16,438			81,878
Fees, filing, and licenses	148,971			268,016			326,463			514,725			1,560,759
Environmental	96,486			67,336			182,201			177,705			703,029
Engineering	22,960			54,085			59,955			332,131			1,488,365
Permitting	433,059			351,729			1,462,281			1,053,588			4,011,948
Commissions	—			—			—			—			68,440
Stock options granted to directors, officers and employees	228,700			—			649,570			392,530			4,120,701
Stock options granted for services	—			18,200			6,550			29,745			607,754
Total operating expenses	2,148,822			1,517,295			5,887,911			4,258,578			21,807,810
LOSS FROM OPERATIONS	(2,146,545		)	(1,514,026		)	(5,882,941		)	(4,248,802		)	(21,761,341		)
OTHER INCOME:
Interest	407,362			74,676			734,307			237,733			1,401,171
Miscellaneous	—			—			—			—			3,458
	407,362			74,676			734,307			237,733			1,404,629
NET LOSS	$	(1,739,183	)	$	(1,439,350	)	$	(5,148,634	)	$	(4,011,069	)	$	(20,356,712	)
NET LOSS PER SHARE (actual and fully diluted)	$	(0.09	)	$	(0.11	)	$	(0.30	)	$	(0.31	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	19,736,067			12,849,467			16,923,168			12,759,033

See accompanying notes to consolidated financial statements.

6

Mines Management, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity (unaudited) From inception (August 12, 2002) through September 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	—	—		—		—			203,020			—			—			—		203,020
Revaluation of stock options	—	—		—		—			453,100			—			—			—		453,100
Comprehensive loss:
Adjustment to net unrealized gain on marketable securities	—	—		—		—			—			—			—			135,231		135,231
Net loss	—	—		—		—			—			—			(5,148,634		)	—		(5,148,634		)
Comprehensive loss																				(5,013,403		)
BALANCES, SEPTEMBER 30, 2007	19,736,067	$	19,736	—		$	—		$	54, 503,656		$	(1,117,306	)	$	(20,356,712	)	$	201,910	$	33,251,284

See accompanying notes to consolidated financial statements.

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Mines Management, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,						From Inception August 12, 2002 Through September 30,
	2007			2006			2007			2006			2007
Increase (Decrease) in Cash and Cash Equivalents
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,739,183	)	$	(1,439,350	)	$	(5,148,634	)	$	(4,011,069	)	$	(20,356,712	)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of stock options	228,700			—			656,120			392,530			4,728,455
Stock received for services	—			18,200			—			29,745			(11,165		)
Depreciation	82,793			17,247			141,453			39,837			233,719
Changes in assets and liabilities:
Interest receivable	8,016			111,865			13,745			80,782			(50,681		)
Prepaid expenses and deposits	132,209			(84,305		)	(343,500		)	(115,136		)	(414,118		)
Accounts payable	733,938			(4,189		)	1,360,710			(84,010		)	1,664,775
Payroll payable	(2,457		)	—			4,552			—			4,552
Severance payable	—			—			—			(20,000		)	—
State income taxes payable	—			—			—			—			(164		)
Payroll taxes payable	1,481			(15,775		)	4,482			(13,346		)	4,851
Net cash used in operating activities	(554,503		)	(1,396,307		)	(3,311,072		)	(3,700,667		)	(14,196,488		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(2,061,917		)	(120,026		)	(2,727,225		)	(129,128		)	(3,316,336		)
Construction in Progress	(1,304,060		)	—			(1,773,654		)	—			(1,773,654		)
(Purchase) Sale of certificates of deposit	(60,263		)	(156,258		)	1,768,977			(211,560		)	(2,601,276		)
Increase in mineral properties	—			—			—			—			(144,312		)
Net cash used in investing activities	(3,426,240		)	(276,284		)	(2,731,902		)	(340,688		)	(7,835,578		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock	—			—			31,585,713			1,513,750			48,271,122
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(3,980,743		)	(1,672,591		)	25,542,739			(2,527,605		)	26,239,056
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	30,267,134			3,793,280			743,652			4,648,294			47,335
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	26,286,391		$	2,120,689		$	26,286,391		$	2,120,689		$	26,286,391

See accompanying notes to consolidated financial statements.

8

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 10.
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 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. 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.

9

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 September 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, the 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 September 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.

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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 September 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 $228,700 and $18,200 for the quarters ended September 30, 2007 and 2006, respectively.
o.	For purposes of calculating the fair value of options issued and vested during the period, 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 September 30,
	2007		2006		2005
Weighted average risk-free interest rate	4.77	%	4.71	%	3.87	%
Weighted average volatility	53.39	%	58.91	%	70.40	%
Expected dividend yield	—		—		—
Weighted average expected life (in years)	2.00		2.00		2.00

At September 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 shares of common stock 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 purchase price 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.

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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 shares of common stock 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 purchase price 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 sold 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 underwriters exercised 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 September 30, 2007, the Company had not issued any preferred stock.

NOTE 3 — MINING PROPERTIES:

Mineral 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:

	September 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.

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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 a water treatment plant at the proposed Montanore mine site in Libby, Montana. This project was approximately 95% complete as of September 30, 2007 and has an estimated total cost of $740,000. The water treatment plant was completed by October 31, 2007.

Construction has also begun on the underground electrical and pumping systems at the Libby adit at the Montanore project. The anticipated cost of these projects is expected to total $1,125,100, with approximately $1,040,000 included in construction in progress as of September 30, 2007.

NOTE 5 — INVESTMENTS:

The Company owns a $115,684 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 pledged as security for a Letter of Credit to the Montana Department of Environmental Quality 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 $226,923 certificates of deposit for a total of $1,361,537. 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 had a market value of $16,267 and $28,213 at September 30, 2007 and December 31, 2006, 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 had a market value of $196,808 and $49,631 at September 30, 2007 and December 31, 2006, respectively.

NOTE 6 — STOCK OPTIONS:

During the year ended December 31, 2003, the shareholders 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.

Under both 2003 Stock Option Plans, the option exercise price may not be 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 discretion of the Board of Directors. The Company has a policy of re-pricing all incentive stock options as market conditions allow.

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At September 30, 2007, the following 2003 plan options were outstanding under the 2003 Stock Option Plans:

					Remaining
			Weighted		Contractual
Exercise		Number of	Average		Life	Number
Prices		Options	Exercise Price		(in years)	Exercisable
$	1.60	500,000	$	1.60	.43	500,000
1.85		100,000	1.85		0.91	100,000
2.82		20,000	2.82		1.59	20,000
3.33		475,000	3.33		1.73	475,000
3.75		120,000	3.75		0.10	120,000
2.82		155,000	2.82		2.34	155,000
4.01		214,000	4.01		0.07	214,000
5.70		5,000	5.70		2.71	5,000
2.82		5,000	2.82		0.10	5,000
2.82		145,000	2.82		3.70	145,000
2.82		25,000	2.82		0.10	25,000
6.20		5,000	6.20		0.42	5,000
2.82		30,000	2.82		0.42	20,000
2.82		100,000	2.82		3.21	100,000
2.82		200,000	2.82		4.78	100,000
3.33		30,000	3.33		4.58	10,000
3.79		18,000	3.79		4.71	18,000
3.33		30,000	3.33		4.75	10,000
3.30		30,000	3.30		4.96	10,000
Subtotal		2,207,000	$	2.82		2,037,000

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 had an exercise price of $3.93 and vested immediately. During August 2007, the options were cancelled and replaced by the same number of stock options at an exercise price of $2.82 per share representing the stock price as of the close of trading on August 16, 2007. The options expire five years from issuance.

During June 2005, the Company issued 5,000 stock options to an individual as compensation for the performance of consulting services. The options have an exercise price of $5.70 per share and vested immediately. 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

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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 August and May of 2007 and October 2006, the options were cancelled and replaced by the same number of stock options at an exercise price of $2.82, $3.90 and $5.01 per share representing the stock price as of the close of trading on August 16, 2007, 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 August and May of 2007 and October 2006, the options were cancelled and replaced by the same number of stock options at an exercise price of $2.82, $3.90 and $5.01 per share representing the stock price as of the close of trading on August 16, 2007, 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 August and May of 2007 and October 2006, the options were cancelled and replaced by the same number of stock options at an exercise price of $2.82, $3.90 and $5.01 per share representing the stock price as of the close of trading on August 16, 2007, May 16, 2007 and October 3, 2006, respectively.

During April 2007, the Company issued 30,000 stock options to a new employee. The options had an exercise price of $4.34 and 10,000 options vested immediately while the remaining 20,000 options vest over a two year period; 10,000 in April 2008 and 2009, respectively. During July 2007, the options were cancelled and replaced by the same number of stock options at an exercise price of $3.33 per share representing the stock price as of the close of trading on July 6, 2007.

During September and June 2007, the Company issued 30,000 stock options to each of two new employees. The options had exercise prices of $3.30 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 September 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 were fully vested at the date of grant.

For purposes of calculating the fair value of options, volatility for the two quarters 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:

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	Quarters Ended September 30,
	2007		2006		2005
Weighted average risk-free interest rate	4.77	%	4.71	%	3.87	%
Weighted average volatility	53.39	%	58.91	%	70.41	%
Expected dividend yield	—		—		—
Weighted average expected life (in years)	2.00		2.00		2.00
Weighted average fair value (in dollars)	1.30		1.82		1.99

The following summarizes option activity for the quarters presented:

			Weighted-Average
	Shares		Exercise Price
	Under Option		Per Share
Balance, at June 30, 2006	1,979,000		3.73
Issued	230,000		6.39
Exercised	—		—
Forfeited	—		—
Balance at September 30, 2006	2,209,000		4.01
Balance at June 30, 2007	2,277,000		3.46
Issued	30,000		3.30
Exercised	—		—
Forfeited	(100,000	)	3.75
Balance at September 30, 2007	2,207,000		$	2.82

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

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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.

NOTE 8 — DEFERRED INCOME TAX:

At September 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:

	September 30,		December 31,
	2007		2006
Deferred tax assets arising from:
Net operating loss carryforwards	$	2,540,000	$	1,770,000
Stock option compensation	709,000		610,000
	3,249,000		2,380,000
Less valuation allowance	3,249,000		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 changes in the deferred tax asset valuation allowance. Changes in the deferred tax asset valuation allowance for the periods ended September 30, 2007 and December 31, 2006 relate only to corresponding changes in deferred tax assets for those periods.

At September 30, 2007, the Company had federal tax-basis net operating loss carryforwards totaling approximately $16,930,000 which will expire in various amounts from 2008 through 2027.

NOTE 9 —COMMITMENTS:

The Company hs ordered primary mobile mine equipment with a purchase price of $1,700,000 and a water treatment plant with a purchase price of $650,000. As of September 30, 2007, the Company had deposits totaling $372,600 toward the purchase of these items.

NOTE 10 — 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 to replace Noranda’s previous bond. Subsequently, the official names of the companies were 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 and is now held by Montanore Mineral Corporation, formerly known as Noranda Minerals Corporation, which is owned by Newhi, Inc., a wholly-owned subsidiary of the Company.

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NOTE 11 — SUBSEQUENT EVENTS:

On August 11, 2005, Mines Management was named as a co-defendant along with Noranda Minerals, Normin Corp. and Newhi, Inc. in a lawsuit filed by Montana Reserves Company (MRC) in the Superior Court of the State of Washington in Spokane County, Washington. 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. On October 18, 2007, the Company agreed to purchase the net proceeds royalty from MRC for $500,000 cash, in consideration of the dismissal with prejudice of all claims. The settlement agreement was executed on November 6, 2007.

On November 5, 2007, the Company sold 2,500,000 shares of its common stock to Silver Wheaton Corp. at $4.00 per share in a private placement transaction. In connection with the transaction, the Company entered into a Right of First Refusal Agreement, granting Silver Wheaton Corp. a right of first refusal to purchase all or any portion of the silver produced, mined or recovered from properties owned by the Company in Montana for a period of twenty years. Following the transaction, Silver Wheaton Corp. owns approximately 11% of the issued and outstanding shares of the Company.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Advancing the Montanore Silver-Copper Project continues to be the Company’s main focus. In addition to its planned advanced exploration and delineation drilling program, the Company is continuing its repermitting efforts with federal and state agencies and its optimization review of the Project. During the third quarter of 2007, construction and installation of a water treatment plant was the main activity at the Montanore Project site, with testing and commissioning of the plant scheduled for early November 2007.

Overview

In the third quarter of 2007, the Company:

•Maintained a strong cash position with $26.3 million at September 30, 2007.

•Continued preparations for the advanced exploration and delineation drilling program by:

a)Commenced installation and construction of the water treatment plant and building, which was completed as of October 31, 2007;

b)Hiring additional staff at the Project site to support initiation of underground activities at the Libby adit, which will include dewatering, rehabilitation, advancement, drifting, and delineation drilling; and

c)Receiving shipments of underground mining and surface 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 third quarter, our progress at the Project site included the installation of a water treatment plant and construction of the initial ventilation support structure in preparation for the commencement of rehabilitation activities in the Libby adit.

The Company expects to start the dewatering and rehabilitation of the Libby adit late in the fourth quarter of 2007, once the final approval of the Environmental Assessment for road use is received. Following dewatering and rehabilitation, the Company expects to advance the adit approximately 3,000 feet toward the middle of the mineral deposit over the next eighteen months. 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 drilling 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 the quarter ending September 30, 2007 were $3.4 million for the purchase of equipment and construction of the water treatment plant and other infrastructure and $0.6 million for

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operating activities. The Company believes that it has sufficient working capital for rehabilitation of the Libby adit and commencement of the delineation drilling program.

Advanced Exploration and Delineation Drilling Program

During the third quarter of 2007, the Company continued to advance toward the commencement of exploration and delineation drilling activities at the Libby adit site. The water treatment plant components were delivered during the quarter and installation of the plant was completed October 31, 2007, with testing and startup activities beginning on November 1, 2007. Other activities included the delivery of major mine equipment, pump stations, power load centers and other key equipment necessary for the delineation drilling program. Installation of the ventilation duct work was completed for the first several hundred feet of the adit. Technical staff and site personnel numbers remained relatively constant with an electrician and general labor added to the site staffing.

The Company expects to begin rehabilitation activities at the Libby adit once the approval of the environmental assessment (EA) is received from the U.S. Forest Service (USFS) and dewatering commences. The EA is scheduled to be approved in early December 2007.

Major equipment for the rehabilitation stage of the program is either on site or scheduled for delivery in the fourth quarter of 2007 or early in the first quarter of 2008. Costs for the major equipment are within budget, and it is still anticipated that expenditures through the end of 2007 will be approximately $6.5 million for equipment and activities related to the preparation for commencement of the drilling program.

During the third quarter, we also advanced the geologic model for the project, and it is expected that the updated model will be completed in the fourth quarter. The Libby site engineering and geologist staff continue to focus their efforts on optimization of the current proposed mine plan. During the fourth quarter of 2007, the Company expects to initiate discussions and solicit proposals from outside engineering firms on the task of updating the current cost study to a bankable feasibility study by incorporating the results of the delineation drilling program.

Permitting and Environmental

The Company continued work with the U.S. Forest Service and the Montana Department of Environmental Quality in the third quarter of 2007 on the final stages of the draft Environmental Impact Statement (EIS). It is anticipated that the preliminary draft will be issued to the agencies for internal review early in November. This preliminary draft EIS will be reviewed for content and then jointly edited to produce the draft EIS which will be submitted for public comment. The agencies’ schedule indicates the completion of the draft EIS by April 2008.

The Company also continues to work with the State of Montana to develop the 404 permit application, which will establish allowable discharge levels, and collect baseline environmental information to support our permit applications. Formal permit applications will be submitted concurrently with the submission of the draft EIS for public comment.

Financial and Operating Results

Mines Management is an exploration stage company with a large silver-copper project, the Montanore Project, located in northwestern 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.

Quarter Ended September 30, 2007

The Company reported a net loss for the quarter ended September 30, 2007 of $1.7 million, or $0.09 per share, compared to a net loss of $1.4 million, or $0.11 per share, for the quarter ended September 30, 2006.

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The $0.3 million increase in net loss was attributed to a $0.3 million increase in the third quarter of 2007 in legal, accounting, financing, and administrative expenses related to increased investor relations activities in support of the Montanore Project, and a $0.2 million increase in employee compensation as a result of salary increases and the addition of thirteen new employees, offset by a $0.3 million increase in interest income received in the third quarter of 2007 compared to the third quarter of 2006 from earnings on the $32.1 million net proceeds of the Company’s public offering in April 2007. Overall Project spending also increased in the third quarter of 2007 compared to the third quarter of 2006 as a result of increased permitting activities and site preparation for the delineation drilling program.

Nine Months Ended September 30, 2007

The Company reported a net loss for the nine months ended September 30, 2007 of $5.1 million or $0.30 per share compared to a net loss of $4.0 million, or $0.21 per share, for the nine months ended September 30, 2006. The $1.1 million increase in net loss for the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006 is largely attributable to a $0.3 million increase in legal, accounting and administrative expenses related to the increased cost of implementing additional Sarbanes-Oxley internal control procedures and investor relations activities related to the public offering completed in April 2007; increased compensation expense of $0.5 million, a net $0.3 million increase in all other activities and a $0.3 million increase in stock option expense due to new hires and repricing of options in accordance with Company policy. These increased expenditures of $1.6 million were offset by an increase of $0.5 million in interest income for the first nine months of 2007 from earnings on the proceeds of the Company’s public offering in April 2007.

Liquidity

During the quarter ended September 30, 2007, the net cash used for operating activities was $0.5 million, which consisted largely of permitting and administrative expenses associated with increased activities at the Montanore Project. The net cash used in investing activities during the quarter was $3.4 million for procurement of equipment and construction in progress.

For the nine months ended September 30, 2007, the net cash from financing activities was $31.6 million, consisting of proceeds from the public offering completed in April 2007. The net cash on hand at the end of the first nine months of 2007 was $26.2 million, compared to $2 million at end of the first nine months of 2006.

The Company anticipates spending approximately $6.5 million from cash and investments on hand during the final quarter of 2007 for activities and equipment purchases related to the advanced exploration and delineation drilling program and repermitting efforts at the Montanore Project. The Company believes that it has 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 completed a $10 million private placement of its common stock on November 5, 2007. The proceeds of that transaction are expected to be used for working capital and general corporate purposes, including advancement of the Montanore Project and potential acquisitions.

Forward Looking Statements

Some information contained in or incorporated by reference into this report may contain forward looking statements. These statements include comments regarding further exploration and evaluation of the Montanore Project, including planned rehabilitation and extension of the Libby Adit, drilling activities, feasibility determination, engineering studies, environmental and permitting requirements, process and timing, and estimates of mineralized material and measured, indicated and inferred resource; financing needs; planned expenditures in 2007 and 2008; potential completion of a bankable feasibility study; the use of proceeds received from the Company’s recent private placement transaction 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

21

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, and potential opposition to the majority of permits

•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 we invest funds not immediately required 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, the Company’s President and CEO, and James H. Moore, the Company’s Chief Financial Officer and Treasurer, have evaluated the Company’s disclosure controls and procedures as of September 30, 2007. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are designed and were effective as of September 30, 2007 to give reasonable assurances that the information required to be disclosed in the reports that the Company’s files or submits under the Securities 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 the Company’s management, including its Chief Executive Officer and Chief Financial Officer.

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

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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. On October 18, 2007, the Company agreed to purchase the net proceeds royalty from MRC for $500,000 in consideration of the dismissal with prejudice of its claim against the Company. The settlement agreement was executed on November 6, 2007.

ITEM 1A.RISK FACTORS

Except as noted below, 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

None

ITEM 5.OTHER INFORMATION

On November 5, 2007, the Company completed a private placement of 2,500,000 shares of its common stock (the “Shares”) to Silver Wheaton Corp. at $4.00 per share, for a total purchase price of $10 million. As a material inducement to purchase the Shares, the Company has granted Silver Wheaton a twenty-year right of first refusal to purchase any silver stream that the Company elects to sell from its Montana properties.

ITEM 6.EXHIBITS

4.1	Subscription Agreement, dated November 2, 2007, between Mines Management, Inc. and Silver Wheaton Corp.
4.2	Registration Rights Agreement, dated November 2, 2007, between Mines Management, Inc. and Silver Wheaton Corp.
10.1	Right of First Refusal Agreement, dated November 2, 2007, between Mines Management, Inc. and Silver Wheaton Corp.
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)

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

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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:  November 8, 2007	By:	/s/ Glenn M. Dobbs
		Glenn M. Dobbs   President and Chief Executive Officer
Date:  November 8, 2007	By:	/s/ James H. Moore
		James H. Moore   Chief Financial Officer

EXHIBIT INDEX

4.1	Subscription Agreement, dated November 2, 2007, between Mines Management, Inc. and Silver Wheaton Corp.
4.2	Registration Rights Agreement, dated November 2, 2007, between Mines Management, Inc. and Silver Wheaton Corp.
10.1	Right of First Refusal Agreement, dated November 2, 2007, between Mines Management, Inc. and Silver Wheaton Corp.
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-4.1

Exhibit 4.1

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is dated as of November 2, 2007, between Mines Management, Inc., an Idaho corporation (the “Company”) and Silver Wheaton Corp., a corporation continued under the laws of the Province of Ontario (the “Subscriber”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and in reliance on Section 4(2) of the Securities Act, Regulations S promulgated thereunder and National Instrument 45-106 – Prospectus and Registration Exemptions, the Company desires to issue and sell to the Subscriber, and the Subscriber desires to subscribe for, shares of the Company’s Common Stock (the “Offering”), as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Subscriber agree as follows:

ARTICLE I.
DEFINITIONS

1.1Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section 1.1:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed in Rule 144 under the Securities Act. With respect to the Subscriber, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Subscriber will be deemed to be an Affiliate of the Subscriber.

“AMEX” means the American Stock Exchange.

“Applicable Securities Laws” shall have the meaning ascribed to such term in Section 2.3(d).

“Claims” shall have the meaning ascribed to such term in Section 3.1(i).

“Closing” means the closing of the purchase and sale of the Shares pursuant to Section 2.2.

“Closing Date” shall have the meaning ascribed to such term in Section 2.2.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value US$0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into.

“Environmental Laws” shall have the meaning ascribed to such term in Section 3.1(m).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.1(l).

“Material Adverse Effect” shall have the meaning ascribed to such term in Section 3.1(j).

“Montanore Project” means the Company’s Montanore Silver-Copper Project.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Public Reports” shall have the meaning ascribed to such term in Section 3.1(o).

“Purchase Price” shall have the meaning ascribed to such term in Section 2.1.

“Registration Rights Agreement” means that certain Registration Rights Agreement between the Company and the Subscriber, dated as of an even date herewith.

“Regulator” shall have the meaning ascribed to such term in Section 2.3(f).

“Right of First Refusal Agreement” means that certain Right of First Refusal Agreement between the Company and the Subscriber, dated as of an even date herewith.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares” means the shares of Common Stock issued or issuable to the Subscriber pursuant to this Agreement.

“Stock Exchanges” shall mean the AMEX and the TSX.

“Subsidiary” means any subsidiary of the Company.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on date of determination: the Nasdaq Stock Market, the TSX, the AMEX, the New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin Board.

“Transaction Documents” means this Agreement, the Right of First Refusal Agreement, the Registration Rights Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“TSX” means the Toronto Stock Exchange.

ARTICLE II.
TERMS OF THE OFFERING, CLOSING

2.1Purchase and Sale. Upon the terms and subject to the conditions set forth herein, at the Closing, the Company agrees to sell, and the Subscriber agrees to purchase, Two Million Five Hundred Thousand (2,500,000) shares of Common Stock at a price of Four Dollars (US$4.00) per share (the “Shares”), for a total purchase price of Ten Million Dollars (US$10,000,000.00) (the “Purchase Price”). The Shares are to be registered in the name of the Subscriber and at the address set forth as the “Subscriber’s Address” on the signature page hereto.

2.2Closing. The Closing shall take place at the offices of Davis Graham & Stubbs LLP, 1550 Seventeenth Street, Suite 500, Denver, Colorado 80202, at 8:00 a.m. (Eastern Time) on November 5, 2007, or at such other place, time and date as the parties hereto may mutually agree. The date and time of such Closing are herein referred to as the “Closing Date.”

2.3Closing Conditions for the Benefit of the Company. The Subscriber acknowledges that the offer, sale and issuance of the Shares as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Closing Date, which conditions are for the exclusive benefit of the Company and may be waived, in whole or in part, by the Company in its sole discretion:

(a)The accuracy of the representations and warranties of the Subscriber contained in this Agreement as of the date of this Agreement, and as of the Closing Date as if made at and as of the Closing Date;

(b)All covenants, agreements and conditions contained in this Agreement to be performed by the Subscriber on or prior to the Closing Date shall have been performed or complied with in all material respects;

(c)The Subscriber delivering to the Company:

(i)Fully completed and duly executed copies of:

(A)this Agreement;

(B)the Registration Rights Agreement; and

(C)the Right of First Refusal Agreement; and

(ii)The Purchase Price, by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, attached hereto as Schedule “A”;

(d)The offer, sale and issuance of the Shares being exempt from the prospectus and registration requirements of Applicable Securities Laws. As used in this Agreement, “Applicable Securities Laws” means any and all securities laws including, statutes, rules, regulations, by-laws, policies, guidelines, orders, decisions, rulings and awards, applicable in the jurisdictions in which the Shares will be offered, sold and issued, including but not limited to the Securities Act;

(e)The Subscriber executing and delivering to the Company a completed accredited investor certificate, in the form attached hereto as Appendix “A”;

(f)The Company obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations of Regulators necessary to complete the offer, sale and issuance of the Shares. As used in this Agreement, “Regulator” means any U.S. or Canadian (i)  governmental or public entity, department, court, commission, board, bureau, agency or instrumentality, (ii) quasi-governmental, self regulatory or private body exercising any regulatory authority, and (iii) stock exchange; and

(g)All documentation relating to the offer, sale and issuance of the Shares being in form and substance satisfactory to the Company.

2.4Closing Conditions for the Benefit of the Subscriber. The Company acknowledges that the offer, sale and issuance of the Shares as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Closing Date, which conditions are for the exclusive benefit of the Subscriber and may be waived, in whole or in part, by the Subscriber in its sole discretion:

(a)The accuracy of the representations and warranties of the Company contained in this Agreement as of the date of this Agreement, and as of the Closing Date as if made at and as of the Closing Date;

(b)All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all material respects;

(c)The Company shall have delivered to the Subscriber or the Subscriber’s counsel the following items:

(i)The certificate representing the Shares purchased by the Subscriber registered in the name of the Subscriber and at the address set forth as the “Subscriber’s Address” on the signature page hereto;

(ii)A copy of each of the Transaction Documents, duly executed by the Company;

(iii)A copy of a certificate executed by the chief executive officer or the chief financial officer of the Company in form and substance reasonably satisfactory to the Subscriber, confirming such matters as may be reasonably requested by the Subscriber or its counsel, including but not limited to, certified copies of constating documents, board resolutions and other corporate matters relating to the issuance of the Shares and the good standing of the Company and its Subsidiaries;

(iv)Opinions of counsel to the Company in such form and substance as is satisfactory to the Subscriber, relating to, among other things, the issuance and sale of the Shares under the Securities Act and applicable Canadian securities laws and the good standing of the Company and its Subsidiaries;

(v)An opinion of counsel to the Company in such form and substance as is reasonably satisfactory to the Subscriber, relating to the due incorporation and valid existence of each of the Company and Newhi, Inc., a Washington corporation, and as to the absence of conflict among the Transaction Documents and the laws, rules and regulations of the State of Idaho;

(vi)A certificate of good standing or the equivalent with respect to the Company and each of its Subsidiaries;

(vii)A certificate from Computershare Investor Services Inc. as to the number of shares of Common Stock issued and outstanding as at a date which is not more than one (1) business day prior to the Closing Date; and

(viii)Such other documents relating to the transactions contemplated by this Agreement as the Subscriber or its counsel may reasonably request.

ARTICLE III.
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS

3.1Representations and Warranties of the Company. Except as set forth under the corresponding section of the Schedules hereto, which Schedules shall be deemed a part hereof, the Company hereby makes the representations and warranties set forth below to the Subscriber as of the date hereof and as of the Closing Date:

(a)Organization and Qualifications.

(i)The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Idaho, with power and authority (corporate and other) to own and operate its properties and conduct its business, as currently conducted. The Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business, as currently conducted, requires such qualification.

(ii)Each Subsidiary has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business, as currently conducted. Each Subsidiary is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable; and the capital stock of each Subsidiary owned by the Company, directly or through Subsidiaries, is owned free from liens, encumbrances and defects.

(b)Shares. The Shares have been duly authorized and when delivered and paid for in accordance with this Agreement, such Shares will have been validly issued, fully paid and non-assessable. The shareholders of the Company have no pre-emptive rights with respect to the Shares.

(c)No Brokers. Schedule 3.1© sets forth each brokerage commission, finder’s fee or other like payment payable by the Company in respect of the Offering. There are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Subscriber for a brokerage commission, finder’s fee or other like payment arising out of the Offering.

(d)Registration Rights. There are no contracts, agreements or understandings between the Company and any person other than the Subscriber granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in any registration statement filed in accordance with the terms of the Registration Rights Agreement.

(e)Listing. The outstanding shares of Common Stock are, and at the Closing, the Shares will be, duly listed on the Stock Exchanges and no order, ruling or determination having the effect of ceasing or suspending trading in the Common Stock is currently outstanding and no proceeding for such purposes has been instituted or, to the best of the Company’s knowledge, are pending, contemplated or threatened by any Stock Exchange.

(f)Consents. No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Shares by the Company, except such as have been obtained and made under Applicable Securities Laws.

(g)No Conflicts. The execution, delivery and performance of the Transaction Documents, the issuance and sale of the Shares and the application of the net proceeds therefrom as described in Section 5.2, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation, judgment, decree or order of any governmental agency or body or any court having jurisdiction over the Company or any Subsidiary or any of their respective properties, or any agreement, mortgage, deed of trust, indenture, note, bond, license or instrument to which the Company or any such Subsidiary is a party or by which the Company or any such Subsidiary is bound or to which any of the properties of the Company or any such Subsidiary is subject, or the charter or by-laws of the Company or any such Subsidiary, and the Company has full power and authority to authorize, issue and sell the Shares as contemplated by this Agreement.

(h)Authorization; Enforceability. The Company has the requisite corporate power and authority to enter into the Transaction Documents and to issue and sell the Shares in accordance with the terms hereof. The Transaction Documents have been duly authorized, executed and delivered by the Company, with no further consent or authorization of the Company, its officers or directors being required, and constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance or other similar laws affecting creditors generally.

(i)Title to Property. Except as set forth in Appendix B and on Schedule 3.1(i), the Company and its Subsidiaries have good and defensible record title to all of the patented mining claims and millsites owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them. With respect to each of the unpatented mining claims, millsites and tunnel sites (collectively, the “Claims”) owned by the Company or any of its Subsidiaries and material to the development of the Montanore Project: (i) subject to the paramount title of the United States of America and the rights of third parties to use of the surface, the Company or its Subsidiaries hold the possessory interest therein; (ii) they were properly laid out and monumented on available public domain land open to appropriation by mineral location; (iii) location notices and certificates were timely and properly recorded and filed with appropriate governmental agencies, and all payments required in connection therewith were timely and properly made; (iv) assessment work of a nature sufficient to hold the unpatented mining claims has been timely and properly performed, and all claim maintenance and related fees have been timely paid as required by law in order to maintain the Claims; and (v) all affidavits of assessment work, notices of intent to hold, evidence of payment of claim maintenance fees, and other filings required to maintain the Claims in good standing have been properly and timely recorded or filed with appropriate governmental agencies. Notwithstanding the foregoing, the Company makes no representation or warranty as to (i) whether any of the unpatented mining claims contains a discovery of valuable minerals, (ii) the absence of any conflicting patented or unpatented mining claims, (iii) whether its current uses of or activities on the unpatented mining claims and the millsites are sufficient to maintain those claims and millsites. The

Company and its Subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them.

(j)Licenses and Permits. Except as set forth in Appendix B and on Schedule 3.1(j), the Company and its Subsidiaries (i) possess adequate certificates, authorities, licenses or permits or other approvals issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them as it is currently being operated; (ii) are in compliance, with the terms and conditions of any such certificates, authorities, licenses, permits or other approvals, except for any such non-compliance that would not individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties, or results of operations of the Company and its Subsidiaries, taken as a whole and/or any condition, circumstance or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement (“Material Adverse Effect”); and (iii) have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its Subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(k)Employee Relations. No labor dispute with the employees of the Company or any Subsidiary exists or, to the knowledge of the Company, is imminent that would be reasonably likely to have a Material Adverse Effect.

(l)Intellectual Property. The Company and its Subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “Intellectual Property Rights”) needed in the conduct of its business as it is currently being operated, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights that, if determined adversely to the Company or any of its Subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(m)Environmental Laws. Neither the Company nor any of its Subsidiaries (i) is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances  (collectively, “Environmental Laws”), or (ii) owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(n)Compliance with Laws. Except as set forth in Schedule 3.1(j), each of the Company and its Subsidiaries (i) has conducted and is conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which each of them carries on business (including, without limitation, all applicable exploration permits and concessions), and (ii) has not received a notice of non-compliance, nor knows of any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits, except, in each case, for any such non-compliance that would not, individually or in the aggregate, have a Material Adverse Effect.

(o)Public Reports. The Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act, as well as the reporting requirements of the Canadian securities regulatory authorities, and files reports with the Commission on EDGAR and with the Canadian

securities regulatory authorities on SEDAR. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under Applicable Securities Laws, including the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Public Reports”) on a timely basis or has received a valid extension of such time for filing and has filed any such Public Reports prior to the expiration of any such extension. As of their respective dates, the Public Reports complied in all material respects with the requirements of the Applicable Securities Laws, including the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the Public Reports, when filed, were true and correct in all material respects, and no fact or facts have occurred since the date of the latest Public Report that would make such disclosure misleading in any material respect or omit any material fact necessary to make such disclosure true and correct in all material respects.

(p)Litigation. There are no pending actions, suits or proceedings against or affecting the Company, any of its Subsidiaries or any of their respective properties that if determined adversely to the Company or any of its Subsidiaries would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Shares; and no such actions, suits or proceedings are threatened or, to the Company’s knowledge, contemplated.

(q)Financial Statements. The financial statements included in the Public Reports present fairly the financial position of the Company and its consolidated Subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis, and are not required to have been reconciled to generally accepted accounting principles in Canada under Applicable Securities Law. All disclosures contained or incorporated by reference in the Public Reports, if any, of “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation C of the Exchange Act and Item 10 of Regulation S K under the Exchange Act, to the extent applicable.

(r)Internal and Disclosure Controls.

(i)The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(ii)The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s chief executive officer and its chief financial officer by others within those entities in a timely fashion in order to ensure accurate disclosure in the Company’s public reports filed under the Exchange

Act, and such disclosure controls and procedures are effective to perform the functions for which they were established.

(s)Material Changes. Since the date of the latest audited financial statements included in the Public Reports, there has been no change that would constitute a Material Adverse Effect, nor any development or event involving a prospective change that would constitute a Material Adverse Effect, in the condition (financial or other), business, properties or results of operations of the Company and its Subsidiaries, taken as a whole, and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(t)Labor Relations. Neither the Company nor any of its Subsidiaries is engaged in any unfair labor practice; except for matters which would not, individually or in the aggregate, have a Material Adverse Effect, (i) there is (A) no unfair labor practice complaint pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or, to the Company’s knowledge, threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries and (C) no union representation dispute currently existing concerning the employees of the Company or any of its Subsidiaries, (ii) to the Company’s knowledge, no union organizing activities are currently taking place concerning the employees of the Company or any of its Subsidiaries, and (iii) there has been no material violation of any federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision of the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations promulgated thereunder concerning the employees of the Company or any of its Subsidiaries.

(u)Tax. All tax returns required to be filed by the Company and its Subsidiaries have been timely filed, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities, have been timely paid, other than those being contested in good faith and for which adequate reserves have been provided.

(v)Insurance. Each of the Company and its Subsidiaries maintains insurance covering its properties, operations, personnel and businesses as the Company reasonably deems adequate; such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice to protect the Company and its Subsidiaries and their respective businesses; all such insurance is fully in force on the date hereof and will be fully in force at the Closing Date, if any; neither the Company nor any of its Subsidiaries has reason to believe that it will not be able to renew any such insurance as and when such insurance expires.

(w)Securities Act of 1933. Based in material part upon the representations herein of the Subscriber, the Company has complied and will comply with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Shares. Neither the Company nor anyone acting on its behalf, directly or indirectly, has or will sell, offer to sell or solicit offers to buy any of the Shares, or solicit offers with respect thereto from, or enter into any negotiations relating thereto with, any person, or has taken or will take any action so as to bring the issuance and sale of any of the Shares under the registration provisions of the Securities Act and applicable state securities laws, and neither the Company nor any of its Affiliates, nor any person acting on its or their behalf, has engaged in any form of directed selling efforts in the United States (within the meaning of Regulation S under the Securities Act) in connection with the offer or sale of any of the Shares.

3.2Acknowledgements, Representations and Warranties of the Subscriber. The Subscriber acknowledges, represents and warranties to the Company that, as of the date hereof and as of the Closing Date:

(a)THE SUBSCRIBER HAS READ THE RISK FACTORS ATTACHED HERETO AS APPENDIX “B”, AND UNDERSTANDS THAT AN INVESTMENT IN THE SHARES HAS SIGNIFICANT RISK AND THE SUBSCRIBER MAY LOSE ITS ENTIRE INVESTMENT.

(b)The offer, sale and issuance of the Shares is being undertaken in reliance on exemptions from the prospectus and registration requirements of the Applicable Securities Laws and, as a result: (i) the Subscriber will not receive information that would otherwise be required under Applicable Securities Laws or be contained in a prospectus prepared in accordance with Applicable Securities Laws, (ii) many of the protections, rights and remedies available under Applicable Securities Laws normally available in a public offering will not be available to the Subscriber, and (iii) the Company is relieved from certain obligations that would otherwise apply under Applicable Securities Laws in a public offering.

(c)No prospectus has been filed in connection with the Offering and no Regulator has made any finding or determination as to the merit for investment in, or made any recommendation or endorsement with respect to, the Shares.

(d)The Company is required to file a report of trade with all applicable Regulators containing personal information about the Subscriber. This report of trade and other required disclosures under United States securities laws will include the full name, address and telephone number of the Subscriber, the number of Shares purchased, the total purchase price paid for the Shares, the date of the Closing and the prospectus and registration exemption relied upon under Applicable Securities Laws to complete such purchase. In Ontario, this information is collected indirectly by the Ontario Securities Commission under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. The Subscriber may contact the Administrative Assistant to the Director of Corporate Finance at Suite 1903, Box 5520 Queen Street West, Toronto, Ontario, M5H 3S8 or by telephone at (416) 593-8086 for more information regarding the indirect collection of such information by the Ontario Securities Commission. The Company may also be required pursuant to Applicable Securities Laws to file this Agreement and the other Transaction Documents on SEDAR and with the Commission. By completing this Agreement, the Subscriber authorizes the indirect collection of the information described in this Section 3.2(e) by all applicable Regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable Regulators and (ii) the filing of this Agreement and the other Transaction Documents, and disclosure of the financing, on SEDAR and with the Commission.

(e)The Shares are being offered on a “private placement” basis and will be subject to resale restrictions under the Applicable Securities Laws and the rules of the Stock Exchanges. The Company will make a notation on its records and give instructions to its transfer agent of the Common Stock to implement such resale restrictions.

(f)The certificates representing the Shares or ownership statements issued under a direct registration system or other electronic book-entry system, will bear legends in accordance with the Applicable Securities Laws.

(g)The Shares cannot be traded through the facilities of either Stock Exchange since the certificates representing the Shares are not freely transferable and consequently are not “good delivery” in settlement of transactions on such exchanges.

(h)The certificates representing the Shares (and any replacement certificate issued prior to the expiration of the applicable hold periods) will bear legends substantially in the form of the following legends as required by Applicable Securities Laws:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TSX; HOWEVER, THE SECURITIES CAN NOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 6, 2008.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE “BLUE SKY” OR SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.”

(i)THE SUBSCRIBER HAS KNOWLEDGE IN FINANCIAL AND BUSINESS AFFAIRS, IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SHARES, AND IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT EVEN IF THE ENTIRE INVESTMENT IS LOST.

(j)The Subscriber has not been provided with a prospectus, an offering memorandum or any other document in connection with its subscription for the Shares. The Subscriber’s decision to subscribe for the Shares and execute this Agreement has not been based upon any verbal or written representation made by or on behalf of the Company or any employee or agent of the Company. However, the Subscriber has been furnished by the Company, during the course of this transaction, with all information regarding the Company which it has requested and acknowledges that it has been afforded the opportunity to ask questions of and receive answers from duly authorized officers and/or other representatives of the Company concerning the terms and conditions of the Offering and any additional information requested.

(k)The distribution of the Shares has not been made through, or as a result of, and is not being accompanied by, (i) a general solicitation, (ii) any advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or (iii) any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

(l)The Subscriber is acquiring the Shares as principal for its own account for investment and has no present intention to sell or exchange the Shares.

(m)The Subscriber is eligible to purchase the Shares pursuant to an exemption from the prospectus and registration requirements of the Applicable Securities Laws. The Subscriber has completed and delivered to the Company the certificate attached as Appendix “A” hereto evidencing the Subscriber’s status under the Applicable Securities Laws and confirms the truth and accuracy of all statements made in such certificate. The Subscriber hereby represents and warrants that:

(i)it is not a “U.S. person”, as defined in Regulation S under the Securities Act (which definition includes but is not limited to (A) any individual resident in the United States, (B) any partnership or corporation organized or incorporated under the laws of the United States, (C) any partnership or corporation formed by a U.S. person under the laws of any foreign jurisdiction principally for the purpose of investing in securities not registered under the Securities Act, or (D) any estate or trust of which any executor, administrator or trustee is a U.S. person), and is not purchasing the Shares for the account or benefit of a U.S. person; and

(ii)it was not offered any of the Shares in the United States, did not receive any materials relating to the offer of the Shares in the United States, and did not execute this Agreement or any other materials relating to the purchase of the Shares in the United States.

(n)The Subscriber was offered the Shares in, and is resident in, the jurisdiction set out as the “Subscriber’s Address” on the signature page of this Agreement and intends that the securities laws of that jurisdiction govern the offer, sale and issuance of the Shares to the Subscriber.

(o)The Subscriber is at arm’s-length, within the meaning of the policies of the TSX, with the Company.

(p)None of the funds that the Subscriber is using to purchase the Shares are, to the knowledge of the Subscriber, proceeds obtained or derived, directly or indirectly, as a result of illegal activities.

(q)The Subscriber has not received, nor does it expect to receive any financial assistance from the Company, directly or indirectly, in respect of the Subscriber’s purchase of the Shares.

(r)No person has made any oral or written representations to the Subscriber  (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the Purchase Price, or (iii) as to the future value or price of any of the Shares.

(s)The execution and delivery of and performance by the Subscriber of this Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber.

(t)This Agreement has been duly executed and delivered by the Subscriber, and constitutes a legal, valid and binding agreement of the Subscriber enforceable against it in accordance with its terms.

(u)The execution and delivery of and performance by the Subscriber of this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or violation of or a conflict with, or allow any other person to exercise any rights under any of the terms or provisions of the Subscriber’s constating documents or by-laws, if applicable, or any other contract, agreement, instrument, undertaking, covenant, law or rule to which the Subscriber is a party or by which it is bound.

(v)The Subscriber has obtained such legal, investment and tax advice as it considers appropriate in connection with the offer, sale and issuance of the Shares and the execution, delivery and performance by it of this Agreement and the transactions contemplated by this Agreement. The Subscriber is not relying on the Company or its Affiliates or their counsel in this regard.

3.3Indemnification of the Subscriber

(a)The Company hereby covenants and agrees to indemnify and hold harmless the Subscriber and its directors, officers, employees, agents and representatives (each, a “Subscriber Indemnified Party”) from and against any and all expenses, losses (other than a loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), including the reasonable fees and expenses of counsel, to which the Subscriber may become subject under any statute or common laws insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly:  (i) on any material misrepresentation by the Company in connection with the matters referred to herein; or (ii) in respect of any inaccuracy of any representation or warranty or the breach of any covenant made by the Company in any document, instrument, agreement or certificate, including for certainty this Agreement, delivered by or entered into, in connection with the Offering, provided however, that the obligation of the Company under this Section 3.3 shall not exceed the Purchase Price.

(b)The indemnity obligations of the Company contained in this Section 3.3 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to the Subscriber and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and the Subscriber.

©If any action or claim shall be asserted against a Subscriber Indemnified Party in respect of which indemnity may be sought from the Company pursuant to the provisions of this Section 3.3 or if any potential claim contemplated hereby shall come to the knowledge of the Subscriber, the Subscriber shall promptly notify the Company in writing; but the omission to so notify the Company will not relieve the Company from any liability it may otherwise have to the Subscriber pursuant to this Section 3.3. The Company shall be entitled to assume the defence thereof, provided, however, that the defence shall be through legal counsel acceptable to the Subscriber, acting reasonably. In addition, the Subscriber shall also have the right to employ separate legal counsel in any such action and participate in the defence thereof, and the fees and expenses of such counsel shall be borne by the Subscriber unless:  (i) the employment thereof has been specifically authorized in writing by the Company; (ii) the Subscriber has been advised by counsel that representation of the Company and the Subscriber by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (iii) the Company has failed within a reasonable time after receipt of such written notice to assume the defence of such action or claim.

(d)Neither the Company nor the Subscriber shall effect any settlement of any such action or claim or make any admission of liability without the written consent of the other party, such consent to be promptly considered and not to be unreasonably withheld. The indemnity herein provided

shall remain in full force and effect and shall not be limited to or affected by any other indemnity in respect of any other matters specified herein obtained by the Subscriber from any other person.

ARTICLE IV.
COVENANTS

4.1Covenants of the Company.

(a)The Company will, within the required time, file with the Stock Exchanges or any other applicable securities agency, any documents, reports and information, in the required form, required to be filed by Applicable Securities Laws in connection with the Offering, together with any applicable filing fees and other materials.

(b)The Company will use its commercially reasonable efforts to maintain the listing on the Stock Exchanges of the Shares.

(c)Upon the sale of any Shares pursuant to an effective registration statement filed by the Company in accordance with the terms of the Registration Rights Agreement or pursuant to Rule 144 of the Securities Act, the Company shall request that its transfer agent promptly issue certificate(s) representing such Shares without restrictive legends to the purchasers in such transactions, upon receipt of appropriate documentation (which may include opinions of counsel to the Subscriber) and such representations from the Subscriber as counsel to the Company may reasonably determine are necessary.

4.2Covenants of the Subscriber.

(a)The Subscriber will comply with all Applicable Securities Laws concerning the subscription, purchase, holding and resale of the Shares.

(b)The Subscriber will execute, deliver, file any reports, undertakings and other documents required under Applicable Securities Laws in connection with the purchase of the Shares and will provide the Company with any information it requires to complete any filings or reports that it is required to file, including such information as may be necessary to respond to comments or enquires by any Regulator.

ARTICLE V.
OTHER AGREEMENTS OF THE PARTIES

5.1Securities Laws Disclosure; Publicity. The Company and the Subscriber shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company nor the Subscriber shall issue any such press release or otherwise make any such public statement without the prior consent of the other party, which consent shall not unreasonably be withheld, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.

5.2Use of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for working capital purposes, including for exploration and development of the Montanore Project and for potential acquisitions.

ARTICLE VI.
MISCELLANEOUS PROVISIONS

6.1Termination. This Agreement may be terminated by the Company or the Subscriber by written notice to the other party, if the Closing has not been consummated on or before November 30, 2007; provided, however, that no such termination will affect the right of any party to sue for any breach by the other party.

6.2Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transaction Documents. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of the Shares.

6.3Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

6.4Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (Pacific Time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (Pacific Time) on any Trading Day, (c) the 2^nd Trading Day following the date of mailing, if sent by overnight courier, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached.

6.5Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Subscriber or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

6.6Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

6.7Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

6.8No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

6.9Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement is governed by, subject to and interpreted in accordance with the laws prevailing in the Province of Ontario and the federal laws of Canada applicable therein. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the courts of the Province of Ontario. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

6.10Survival. The representations, warranties, acknowledgements and covenants of the Company and the Subscriber contained in this Agreement shall survive the execution and delivery hereof and the Closing until the date which is one (1) year from the Closing Date.

6.11Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

6.12Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

6.13Replacement of Securities. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefore, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares.

6.14Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Subscriber and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may

not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

[Signature page attached.]

IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

MINES MANAGEMENT, INC.			Issuer’s Address:
			905 West Riverside Avenue, Suite 311
By:	/s/ James H. Moore		Spokane, WA 99201
	Name:	James H. Moore	Phone: (509) 838-6050
	Title:	Chief Financial Officer	Fax: (509) 838-0486
			Attn: Chief Executive Officer
With a copy to (which shall not constitute notice):			Davis Graham & Stubbs LLP 1550 - 17th Street, Suite 500 Denver, CO 80202 Phone: (303) 892-9400 Fax: (303) 893-1379 Attn: Patricia Peterson
SILVER WHEATON CORP.			Subscriber’s Address:
			666 Burrard Street, Suite 3150
By:	/s/ Noel Watson		Vancouver, British Columbia
	Name:	Noel Watson	Canada V6C 2X8
	Title:	Chief Financial Officer	Phone: (604) 684-9648
			Fax: (604) 684-3123
			Attn: Chief Financial Officer
With a copy to (which shall not constitute notice):			Cassels Brock & Blackwell LLP 40 King Street West, Suite 2100 Toronto, Ontario Canada M5H 3C2 Phone: (416) 869-5407 Fax: (416) 350-6933 Attn: Mark T. Bennett

EX-4.2

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of November 2, 2007, by and between Mines Management, Inc., an Idaho corporation (the “Company”) and Silver Wheaton Corp., a corporation continued under the laws of the Province of Ontario (the “Investor”).

WHEREAS, the Company and the Investor have entered into that certain Subscription Agreement as of an even date herewith (the “Subscription Agreement”).

WHEREAS, as a material inducement to the Investor to consummate the transactions contemplated by the Subscription Agreement, the Company has agreed to enter into this Agreement with the Investor.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Investor and the Company hereby agree as follows:

ARTICLE I.
DEFINITIONS

1.1Definitions. Unless otherwise defined herein or in the Subscription Agreement, the following terms shall have the following meanings for purposes of this Agreement:

(a)“Affiliate” shall mean any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed in Rule 144 under the Securities Act. With respect to the Investor, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Investor will be deemed to be an Affiliate of the Investor.

(b)“Closing Date” shall have the meaning given to such term in the Subscription Agreement.

(c)“Commission” shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(d)“Common Stock” shall mean the common stock of the Company, par value US$0.001 per share.

(e)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder.

(f)“Form S-3” shall mean such form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the Commission that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the Commission.

(g)“Holder” shall mean holders of Registrable Securities that have registration rights pursuant to this Agreement.

(h)“Person” shall mean an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

(i)“Prospectus” shall mean the prospectus included in any Shelf Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement (including, without limitation, any prospectus supplement containing the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement), and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

(j)“Register,” “registered” and “registration” shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and the declaration or ordering of effectiveness of such registration statement by the Commission.

(k)“Registrable Securities” shall mean shares of Common Stock acquired by the Investor pursuant to the Subscription Agreement, plus any shares of Common Stock issued as a dividend or distribution with respect to the shares of Common Stock described in the foregoing clause. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) such securities shall have been transferred or disposed of pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, new certificates therefor not bearing a legend restricting further transfer shall have been delivered by the Company, and the subsequent transfer or disposition of such securities shall not require their registration or qualification under the Securities Act or any similar state law then in force or (ii) such securities shall have ceased to be outstanding.

(l)“Registration Default” shall have the meaning ascribed to such term in Section 2.1(c).

(m)“Registration Default Period” shall have the meaning ascribed to such term in Section 2.1(c).

(n)“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(o)“Shelf Registration Statement” shall have the meaning ascribed to such term in Section 2.1(a).

ARTICLE II.
REGISTRATION RIGHTS

2.1Form S-3 Shelf Registration.

(a)Registration. The Company shall prepare and file with the Commission as soon as practicable but in any event within forty-five (45) days after the Closing Date (the “Filing Deadline”) and use its commercially reasonable efforts to have declared effective as soon as practicable thereafter (but in any event within one hundred twenty (120) days after the Closing Date (“Effectiveness Deadline”)), a registration statement on Form S-3 (or, if the Company is not then eligible to use Form S-3, another appropriate form) providing for the resale by the Holders of all of the Registrable Securities

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(the “Shelf Registration Statement”). The Shelf Registration Statement may include securities other than those held by Holders. The Company shall use its commercially reasonable efforts to file such amendments (including post-effective amendments) and supplements and undertake such other actions as necessary to keep the Shelf Registration Statement continuously effective (subject to Section 2.1(b)), pursuant to the Securities Act promulgated thereunder, until the earliest to occur of (i) the second anniversary of the Closing Date and (ii) as to a particular Holder, (A) such time as all Registrable Securities held by such Holder have been sold pursuant to the Shelf Registration Statement, or (B) the date on which such Holder can sell all of its Registrable Securities without restriction pursuant to Rule 144(k) (such period, the “Registration Period”). In the event that the Shelf Registration Statement shall cease to be effective during the Registration Period, the Company shall promptly prepare and file a new registration statement covering all Registrable Securities and shall use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable. Any such registration statement shall be considered a “Shelf Registration Statement” hereunder.

(b)Suspension. If in the good faith judgment of the Board of Directors of the Company, following the advice of its counsel, it is determined that:  (i) the Company would be in violation of the Securities Act or Exchange Act for sales to be made from the Shelf Registration Statement, or (ii) there exists a material development that the Company would be obligated to disclose in the Shelf Registration Statement, which disclosure would be premature or inadvisable, then the Company will be permitted to suspend the use of the Shelf Registration Statement from time to time for a period not to exceed forty-five (45) days in any one instance, or an aggregate of ninety (90) days in any twelve month period (the “Suspension Period”). In the event of any suspension of the effectiveness of the Shelf Registration Statement or similar event, the Company will immediately notify the Holders by facsimile. Upon receipt of notification from the Company of any suspension of the effectiveness of the Shelf Registration Statement or similar event, the Holders will immediately discontinue disposition of the securities pursuant to the Shelf Registration Statement, until notified that sales may be resumed thereunder. In such event, the Company will use commercially reasonable efforts to cause the use of the Shelf Registration Statement so suspended to be resumed as soon as the violation can be corrected or the Company determines that the disclosure of such material development is no longer inadvisable, but in no event beyond the Suspension Period.

(c)Registration Default. The parties hereto agree that the Holder of Registrable Securities will suffer damages and that it would not be feasible to ascertain the extent of such damages with precision, if:

(i)the Company has failed to perform its obligation, set forth in the first sentence of Section 2.1(a) hereof, on or prior to the Filing Deadline;

(ii)a Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline; or

(iii)except for a Suspension Period as permitted in Section 2.1(b) hereof, the Company has failed to maintain the effectiveness of the Shelf Registration Statement

Each event described in any of the foregoing clauses (i) through (iii) is individually referred to herein as a “Registration Default.” For purposes of this Agreement, each Registration Default set forth above shall begin and end on the dates set forth in the table set forth below:

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Type of Registration Default by Clause	Beginning Date	Ending Date
(i)	Filing Deadline	the date a Registration Statement is filed
(ii)	Effectiveness Deadline	the date a Registration Statement becomes effective under the Securities Act or the Registration Period ends
(iii)	Non-effectiveness of the Shelf Registration Statement, absent allowable Suspension Period	the date a Registration Statement becomes effective under the Securities Act or the Registration Period ends

Commencing on (and including) any date that a Registration Default has begun and ending on (but excluding) the next date on which there are no Registration Defaults that have occurred and are continuing (a “Registration Default Period”), the Company shall be required to pay to the Holder of Registrable Securities in respect of each month in the Registration Default Period an amount equal to one-half of one percent (1/2%) of the aggregate market value of the Registrable Securities held by such Holder (the “Default Payment”), payable in cash. Payment shall be due at the end of each month during the Registration Default Period, with a pro rated portion of the payment being due for any portion of a month during which there is a Registration Default Period. For the purposes of this section, the “aggregate market value” shall be determined by the volume-weighted 20-day average trading price of the Common Stock as quoted on the primary trading market (as determined by the monthly average volume of trading in the Common Stock) for the Common Stock on the date ten (10) days before payment is due (if such date is a day on which the primary trading market is closed, then the date shall be the next trading day on which the primary trading market is open).

(d)Expenses. The registration fees and expenses incurred by the Company in connection with the Shelf Registration Statement, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, transfer agent expenses and the expense of any special audits incident to or required by any such registration, shall be borne by the Company. Each Holder shall be responsible for any fees and expenses of its counsel or other advisers and for the brokerage fees, commissions and discounts payable on sale of its Registrable Securities.

2.2Obligations of the Company. The Company shall furnish to the Holder such number of copies of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents (including prospectus supplements or amendments) as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by it that are included in such registration. In addition, whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as reasonably possible:

(a)Notify the Holder (i) that the Shelf Registration Statement has become effective, (ii) of any request by the Commission or any other federal or state governmental authority during the period of effectiveness of a registration statement for amendments or supplements to such registration statement or related prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order or similar action suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, and (iv) after the receipt by the Company from the Commission or any other federal or state governmental authority of any notification with respect to the suspension of the qualification or exemption from qualification of any

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of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(b)Use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement.

(c)Subject to the provisions of Section 2.1(b), file such amendments (including post-effective amendments) and supplements to the Shelf Registration Statement and the Prospectus, file such documents as may be required to be incorporated by reference in any of such documents, and take all other actions as may be necessary to ensure to the Holders of Registrable Securities the ability to effect the public resale of their Registrable Securities (including taking commercially reasonable actions necessary to ensure the availability of a Prospectus meeting the requirements of Section 10(a) of the Securities Act) throughout the Registration Period.

2.3Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.1 or Section 2.2 that the Holder shall furnish to the Company such information regarding it and the beneficial owners of the Registrable Securities held by it, trading in the Registrable Securities, and the intended method of disposition of such securities (and, when necessary, furnish updated information) as shall be required to timely effect (and maintain the effectiveness of) the registration of its Registrable Securities, including information that may be required by the Commission. The Holder shall notify the Company when sales of Registrable Securities have been affected pursuant to the Registration Statement.

2.4Indemnification.

(a)Indemnification by the Company. To the extent permitted by law, the Company will indemnify and hold harmless the Investor, each Holder, and its Affiliates and each of their respective partners, officers, directors, managers, stockholders and members (“Holder Parties”) against any losses, claims, damages, liabilities, costs and expenses (joint and several), insofar as such losses, claims, damages, liabilities, costs and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained (or incorporated by reference) in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendment or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; provided, however, that the indemnity agreement contained in this Section shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by a Holder Party.

(b)Indemnification by the Investor. To the extent permitted by law, the Holder Parties will indemnify and hold harmless the Company, each of its directors, its officers, its stockholders and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based

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upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder Parties specifically for use in connection with such registration; provided, however, that the indemnity agreement contained in this Section shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Holder Parties, which consent shall not be unreasonably withheld, and provided further, that the obligation of the Holder Parties under this Section 2.4 shall in no event exceed the Purchase Price, as that term is defined in the Subscription Agreement.

(c)Procedure. Promptly after receipt by an indemnified party under this Section 2.4 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.4, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would in the written opinion of counsel to the indemnifying party, present a conflict of interest between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.4. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(d)Contribution. If the indemnification provided for in this Section 2.4 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)Survival. The obligations of the Company and any Holder under this Section 2.4 shall survive completion of any offering of Registrable Securities pursuant to a registration statement and the termination of this Agreement.

(f)Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission which may permit the resale of the Registrable Securities to the public without registration, the Company agrees to use commercially reasonable efforts to:

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(i)Make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the Shelf Registration Statement and through the Registration Period;

(ii)File with the Commission, in a timely manner, all reports and other documents required of the Company under the Exchange Act during the Registration Period; and

(iii)So long as a Holder owns Registrable Securities, furnish to such Holder upon written request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act, (ii) by electronic delivery a copy of the most recent annual or quarterly report of the Company and such other reports and documents as an Investor or Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing it to sell any such securities without registration.

2.5Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Article 2 may be assigned by the Investor to a transferee or assignee of Registrable Securities; provided that prior to the transfer, (i) the Investor shall furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree in writing to be subject to all restrictions applicable to and obligations of the Investor set forth in this Agreement.

ARTICLE III.
MISCELLANEOUS

3.1Termination of Agreement. This Agreement shall terminate upon the earliest to occur of (A) such time as all Registrable Securities have been sold pursuant to the Shelf Registration Statement, or (B) the date on which each Holder can sell all of its Registrable Securities without restriction pursuant to Rule 144.

3.2Entire Agreement. This Agreement contains the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements between them with respect thereto.

3.3Amendment; Waiver. Neither this Agreement nor any term hereof may be amended, waived or discharged other than by written instrument signed by the Company and the Investor.

3.4Governing Law. This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of Idaho, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

3.5Notices. All notices and other communications given to any party hereto pursuant to this Agreement shall be in writing and shall be hand delivered, or sent either by (a) certified mail, postage prepaid, return receipt requested; (b) electronic mail, (c) an overnight express courier service that provides written confirmation of delivery; or (d) facsimile transmission with written confirmation by the sending machine or with telephone confirmation of receipt (provided that a confirming copy is sent by overnight express courier service that provides written confirmation of delivery), addressed as follows:

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(a)If to the Company:

Mines Management, Inc.
901 West Riverside, Suite 311
Spokane, Washington  99201
Tel: (509) 838-6050
Fax: (509) 838-0486
Attention:  Chief Financial Officer

with a copy to:

Davis Graham & Stubbs LLP
1550 17^th Street, Suite 500
Denver, CO 80202
Tel: 303-892-9400
Fax: 303-893-1379
Attention:  Patricia Peterson, Esq.

(b)To the Investor:

666 Burrard Street, Suite 3150

Vancouver, British Columbia

Canada  V6C 2X8

Phone:  (604) 684-9648

Fax:  (604) 684-3123

Attention:  Chief Financial Officer

With a copy to:

Cassels Brock & Blackwell LLP

40 King Street West, Suite 2100

Toronto, Ontario

Canada  M5H 3C2

Phone:  (416) 869-5407

Fax:  (416) 350-6933

Attention:  Mark T. Bennett

Any communication given in conformity with this Section 3.5 shall be effective upon the earlier of actual receipt or deemed delivery. Delivery shall be deemed to have occurred as follows: if hand delivered on the day so delivered; if mailed, three business days after the same is deposited in the post; if telecopied or sent by electronic mail, upon written confirmation by the sending machine of effective transmission or upon telephone confirmation of receipt; and if sent by overnight express courier service, the next business day. Any party may at any time change its address for receiving communications pursuant to this Section 3.5 by giving notice of a new address in the manner provided herein.

3.6Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, all permitted transferees and assignees of Investor, and all of the respective successors and assigns of Investor, to the extent permitted by this Agreement.

3.7Invalid Provision. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable in any respect, the remainder of the terms and

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provisions shall be unaffected and shall remain in full force and effect, and any such invalid, void or unenforceable term or provision shall be construed by limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law.

3.8Time Periods. In computing the number of days for any purpose of this Agreement, all days shall be counted including Saturdays, Sundays and holidays, except that if the last day of any period occurs on a Saturday, Sunday or holiday, the period will be deemed extended to the end of the next succeeding day which is not a Saturday, Sunday or holiday. A holiday for purposes of this Agreement shall mean those days on which banks in the State of Washington may, or are obligated to, remain closed.

3.9Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

3.10Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

3.11Interpretation of Agreement. The parties hereto acknowledge and agree that this Agreement has been negotiated at arm’s-length and among parties equally sophisticated and knowledgeable in the matters dealt with in this Agreement. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties as set forth in this Agreement.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

MINES MANAGEMENT, INC.
By:	/s/ James Moore
	Name:	James H. Moore
	Title:	Chief Financial Officer
SILVER WHEATON CORP.
By	/s/ Noel Watson
	Name:	Noel Watson
	Title:	Chief Financial Officer

EX-10.1

Exhibit 10.1

RIGHT OF FIRST REFUSAL AGREEMENT

Between

SILVER WHEATON CORP.

- and -

MINES MANAGEMENT, INC.

November 2, 2007

THIS RIGHT OF FIRST REFUSAL AGREEMENT is dated as of the 2^nd day of November, 2007.

BETWEEN:

SILVER WHEATON CORP., a corporation continued under the laws of the Province of Ontario

(“Silver Wheaton”)

- and -

MINES MANAGEMENT, INC., a corporation incorporated under the laws of the State of Idaho

(“MMI”)

RECITALS:

WHEREAS,Silver Wheaton and MMI have entered into an agreement (the “Subscription Agreement”) dated as of November 2, 2007 pursuant to which, on the terms and conditions set out therein, Silver Wheaton has agreed to purchase from MMI, by way of private placement, 2,500,000 common shares of MMI;

AND WHEREAS, the parties have agreed to enter into this Agreement with effect as of the date first noted above to grant Silver Wheaton a right of first refusal over certain silver purchase agreements contemplated by MMI on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants of the parties set forth herein, and other good and valuable consideration (the sufficiency and receipt of which is hereby acknowledged by each of the parties hereto) the parties hereto agree as follows:

1.Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith:

“Affiliate” of any Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this Agreement, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have the meanings correlative to the foregoing;

“Agreement” means this right of first refusal agreement;

“Election Period” shall have the meaning ascribed thereto in subsection 3(a);

“MMI” means Mines Management, Inc., a corporation incorporated under the laws of the State of Idaho;

“MMI Offer” shall have the meaning ascribed thereto in subsection 3(a);

“MMI Silver” shall mean silver mined, produced or otherwise recovered by MMI in the State of Montana, United States;

“Person” means a natural person, partnership, limited partnership, limited liability partnership, company, corporation, limited liability company, unlimited corporation, joint stock company, trust, unincorporated association, joint venture or other entity or governmental authority, and pronouns have a similarly extended meaning;

“Silver Wheaton” means Silver Wheaton Corp., a corporation continued under the laws of the Province of Ontario; and

“Third Party Offer” shall have the meaning ascribed thereto in subsection 3(a).

2.MMI Covenants

(a)MMI hereby covenants and agrees that it shall not, and shall not permit any Affiliate of MMI to, at any time and from time to time, directly or indirectly, without the prior written authorization of Silver Wheaton: (i) incorporate or establish a corporation, partnership, trust or any other legal or other entity or Person for the purpose of purchasing (A) MMI Silver, (B) a quantity of silver based upon production of MMI Silver, or (C) a royalty based on production of MMI Silver, other than an Affiliate of MMI that is 100% owned or controlled by MMI and/or another Affiliate of MMI that does not offer its securities for sale to the public or whose securities do not trade in any manner on a stock exchange; (ii) invest in, acquire or agree to acquire or make any proposal to acquire, in any manner, any securities, any option to acquire any securities, any security convertible into or exchangeable for any securities or any other right to acquire any securities in any Person that issues its securities to the public or whose securities trade on a stock exchange and that has agreed to purchase MMI Silver, which in the aggregate would give MMI or any of its Affiliates more than 20% of the voting securities of such Person, or (iii) except as permitted under section 3, enter into any arrangement to sell any of the MMI Silver, other than trade sales in the ordinary course of business. For the avoidance of doubt, this section 2 shall preclude MMI or any of its Affiliates from creating a competitor to Silver Wheaton for the purpose of purchasing MMI Silver.

(b)MMI hereby agrees that Silver Wheaton shall have the right to make a proposal to MMI’s board with respect to the purchase of MMI Silver or the purchase of a royalty relating to MMI Silver and MMI covenants and agrees to consider any such proposal in good faith.

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3.Right of First Refusal

(a)If MMI or any of its Affiliates receives a bona fide offer from a third party (a “Third Party Offer”) to enter into an arrangement to purchase MMI Silver, other than trade sales in the ordinary course of business, and MMI or any of its Affiliates is willing to accept that Third Party Offer, then:

(i)MMI shall give written notice to Silver Wheaton of the Third Party Offer together with MMI’s own offer to Silver Wheaton to sell MMI Silver on the same terms and conditions as the Third Party Offer (the “MMI Offer”); and

(ii)Silver Wheaton shall have the right for a period of 15 days from the date of receipt of the MMI Offer (the “Election Period”) to elect to accept the MMI Offer.

(b)Without prejudice to the binding nature of the agreement between MMI and Silver Wheaton that shall come into existence on the date on which Silver Wheaton elects to accept the MMI Offer, MMI or an Affiliate of MMI and Silver Wheaton or an Affiliate of Silver Wheaton shall enter into a written agreement, in form and content reasonably acceptable to MMI and Silver Wheaton, that incorporates the terms of the MMI Offer and other commercially reasonable terms and conditions, within 15 days following the date on which Silver Wheaton elects to accept the MMI Offer.

(c)If Silver Wheaton rejects the MMI Offer or fails to provide written notice of acceptance to MMI within the Election Period, then the rights of Silver Wheaton with respect to this specific MMI Offer shall automatically terminate and MMI or its Affiliate shall be free to sell such MMI Silver to the applicable third party pursuant to the Third Party Offer. In the event that MMI or its Affiliate and the third party have not entered into a written agreement pertaining to such Third Party Offer within 30 days of the expiry of the Election Period, the right of first refusal herein contained shall be deemed to be revived and MMI shall be required to comply with the terms of this Section 3 with respect to any Third Party Offer.

(d)For the avoidance of doubt, this Agreement and the right of first refusal granted hereby do not apply to, and such right of first refusal shall not be triggered by:  (i) trade sales and spot sales of MMI Silver in the ordinary course of business; (ii) sales or transfers of concentrates containing or including MMI Silver to smelters and refiners in the ordinary course of business; (iii) forward sales, other hedging arrangements or derivatives based on or related to MMI Silver or the delivery thereof; or (iv) security interests, assignments of production or other liens or encumbrances on or related to MMI Silver for the purpose of obtaining debt financing or other financing or the construction or operation of a mine that is expected to produce MMI Silver. For greater certainty, clauses (i), (ii) and (iii) above are limited to transaction in which no upfront payment is to be received by MMI or one of its Affiliates.

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4.Term

This Agreement shall have a term of 20 years and shall remain in effect from the date hereof to the date that is the 20^th anniversary of this Agreement.

5.Notices and Communications

All notices, demands and communications required or permitted hereunder will be in writing and will be delivered personally, by facsimile, by courier or by registered mail, postage prepaid, return receipt requested to the respective representatives at Silver Wheaton and MMI set forth below. Notices, demands and communications hereunder will be effective:  (i) if delivered personally, on delivery; (ii) if delivered by facsimile or by courier, upon receipt; or (iii) if delivered by registered mail, forty-eight (48) hours after deposit thereof in the mail addressed to the party to whom such notice, demand or communication is given. Until changed by written notice, all such notices, demands and communications will be addressed as follows:

If to Silver Wheaton:	Suite 3150, 666 Burrard Street Vancouver, British Columbia V6C 2X8 Attention:  Chief Financial Officer Fax:           (604) 684-3123
If to MMI:	905 West Riverside Avenue, Suite 311 Spokane, Washington 99201 Attention:  Chief Financial Officer Fax:           (509) 838-0486

6.Entire Agreement

This Agreement and the Subscription Agreement constitute the entire understanding and agreement between the parties hereto and will supersede any and all other instruments, whether written or oral, pertaining to the subject matter of this Agreement.

7.Assignment

Neither party may assign or transfer this Agreement in whole or in part without the prior written consent of the other party, provided that Silver Wheaton may assign this Agreement or the rights granted hereunder to any of its Affiliates upon the provision of written notice thereof to MMI. Subject to the foregoing, all the terms and conditions contained herein will inure to the benefit of and will be binding upon the parties hereto and their respective successors and assigns.

8.Applicable Law and Severability

This Agreement will in all respects be governed by the laws of the State of Idaho. The invalidity or

4

enforceability of any provision of this Agreement shall not effect the validity or enforceability of any other provision hereof and any such invalid or unenforceable provision shall be deemed to be severable.

9.Headings

The headings appearing at the commencement of the sections hereof are descriptive only and for convenience and reference. Should there be any conflicts between any such heading and the section at the head of which it appears, the section and not such heading will control and govern in the construction of this Agreement.

10.Modifications or Amendments

No amendment, change, modification or waiver of this Agreement will be valid unless it is in writing and signed by both of the parties hereto and expressly states that such amendment, change, modification or waiver is intended.

11.Counterparts

This document may be executed and delivered by facsimile, email or other electronic transmission in one or more separate counterparts, each of which, when so executed, will be deemed to be an original. Such counterparts will, together, constitute and be one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers on the date first appearing above.

SILVER WHEATON CORP.
By:	/s/ Nolan Watson
Name:	Nolan Watson
Title:	Chief Financial Officer
MINES MANAGEMENT, INC.
By:	/s/ James Moore
Name:	James Moore
Title:	Chief Financial Officer

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

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.;

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

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 September 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

November 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

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

In connection with the Quarterly Report of Mines Management, Inc. (the “Company”) on Form 10-Q for the quarter ended September 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\ James H. Moore

James H. Moore

Chief Financial Officer

November 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.