8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2016 (July 29, 2016)

MINES MANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

Idaho	001-32074	91-0538859
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

905 W. Riverside Avenue, Suite 311 Spokane, Washington	99201
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code:  (509) 838-6050

No Change

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Item 1.01.Entry Into A Material Definitive Agreement.

On May 23, 2016, Mines Management, Inc., an Idaho corporation (the “Company”), Hecla Mining Company, a Delaware corporation (“Hecla”), and HL Idaho Corp., an Idaho corporation and a direct wholly-owned subsidiary of Hecla (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) pursuant to which Merger Sub will merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation and a direct wholly-owned subsidiary of Hecla. The Original Merger Agreement was amended on June 29, 2016 (as amended, the “Merger Agreement”).  On July 29, 2016, the Company, Hecla, and Merger Sub entered into Amendment No. 2 to Agreement and Plan of Merger (the “Merger Agreement Amendment”). The Merger Agreement Amendment provides the Company, Hecla, and Merger Sub additional time to meet certain closing conditions contemplated by the Merger Agreement by extending the August 15, 2016 deadline for consummating the Merger to September 30, 2016, thereby allowing the parties to continue to move forward with the transactions contemplated by the Merger Agreement.

Other than as expressly modified pursuant the Merger Agreement Amendment, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on May 27, 2016 and amended by Amendment No. 1 to Agreement and Plan of Merger, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on July 7, 2016, remains in full force and effect as originally executed. The foregoing description of the Merger Agreement Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement Amendment, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

On May 23, 2016, the Company, Newhi Inc., Montanore Minerals Corp., Montmin Resources Corp., and Montanore Minerals Wisconsin Corp., entered into a Term Loan and Security Agreement with Hecla, as lender (the “Term Loan Agreement”), which provides for a $2.3 million secured term loan facility (the “Term Facility”). On July 29, 2016, the Company, Newhi Inc., Montanore Minerals Corp., Montmin Resources Corp., Montanore Minerals Wisconsin Corp., and Hecla entered into Amendment No. 1 to the Term Loan and Security Agreement (the “Term Loan Agreement Amendment”). The Term Loan Agreement Amendment amends the Term Facility such that it matures on the earlier of September 30, 2016 and the date the Merger is completed.

Other than as expressly modified pursuant to the Term Loan Agreement Amendment, the Term Loan Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by the Company on May 27, 2016, remains in full force and effect as originally executed on May 23, 2016. The foregoing description of the Term Loan Agreement Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Term Loan Agreement Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Additional Information

In connection with the proposed transaction between the Company, Hecla and Merger Sub, Hecla filed with the SEC a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus relating to the Company’s meeting of stockholders to be held to approve the Merger.  The Company will mail a definitive proxy statement/prospectus and related materials to its stockholders. The Company’s stockholders and other interested persons are advised to read, when available, the proxy statement/prospectus in connection with the Company’s solicitation of proxies for its special meeting of stockholders to be held to approve the Merger because the proxy statement/prospectus will contain important information about the Company and the proposed Merger. The proxy statement/prospectus will be mailed to the Company’s stockholders as of a record date to be established for voting on the Merger. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC by Hecla and Mines Management, without charge, once available, at the SEC’s Internet site at www.sec.gov or by directing a request to Hecla’s Investor Relations Department at Hecla Mining Company, Investor Relations, 1-800-HECLA91 (1-800-432-5291), hmc-info@hecla-mining.com or Mines Management’s Investor Relations, (509) 838-6050, info@minesmanagement.com.

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Participants in the Solicitation

The Company, Hecla, and their respective directors and officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Merger described in the proxy statement/prospectus. A list of the names of Hecla’s directors and officers and a description of their interests in Hecla is contained in Hecla’s annual report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC, and will also be contained in the registration statement on Form S-4 (and the proxy statement/prospectus for the proposed Merger) for the special meetings when available. A list of the names of the directors and officers of the Company and a description of their interests in the Company will be contained in the registration statement on Form S-4 (and will be included in the proxy statement/prospectus for the proposed Merger) and the other relevant documents filed with the SEC.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Amendment No. 2 to Agreement and Plan of Merger, dated July 29, 2016, between Mines Management, Inc., Hecla Mining Company, and HL Idaho Corp.
10.1	Amendment No. 1 to the Term Loan and Security Agreement, dated as of July 29, 2016 between Mines Management, Inc., Montanore Minerals Corp., Montmin Resources Corp., Montanore Minerals Wisconsin Corp., Newhi, Inc., and Hecla Mining Company.

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SIGNATURE

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

Date: August 4, 2016

Mines Management, Inc.
By:	/s/ Glenn M. Dobbs
	Glenn M. Dobbs
	Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Amendment No. 2 to Agreement and Plan of Merger, dated July 29, 2016, between Mines Management, Inc., Hecla Mining Company, and HL Idaho Corp.
10.1	Amendment No. 1 to the Term Loan and Security Agreement, dated as of July 29, 2016 between Mines Management, Inc., Montanore Minerals Corp., Montmin Resources Corp., Montanore Minerals Wisconsin Corp., Newhi, Inc., and Hecla Mining Company.

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EX-2.1

Exhibit 2.1

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 2 to Agreement and Plan of Merger, dated July 29, 2016 (this “Amendment No. 2”), is entered into among Mines Management, Inc., an Idaho corporation (the “Company”), Hecla Mining Company, a Delaware corporation (“Parent”), and HL Idaho Corp., an Idaho corporation  (“Merger Sub”, and together with the Company and Parent, the “Parties”, and each, a “Party”).

WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger, dated May 23, 2016 (the “Merger Agreement”);

WHEREAS, the Parties have entered into that certain Amendment No. 1 to Agreement and Plan of Merger, dated June 29, 2016 (“Amendment No. 1”), to clarify the definition of Shareholder Approval set forth in the Merger Agreement, clarify the courts under which injunctive relief may be sought and clarify the intended tax treatment of the Merger, on the terms and subject to the conditions set forth therein;

WHEREAS, the Parties desire to further amend the Merger Agreement in order to extend the Termination Date, on the terms and subject to the conditions set forth herein; and

WHEREAS, pursuant to Section 8.6 of the Merger Agreement, the Merger Agreement may be amended by the Parties by action taken by or on behalf of their respective boards of directors and an instrument in writing signed by the Parties.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Definitions. Capitalized terms used and not defined in this Amendment No. 2 have the respective meanings assigned to them in the Merger Agreement.

2.Amendment to the Merger Agreement. As of the date hereof, Section 8.1(ii)(a) of the Merger Agreement is hereby amended by deleting “August 15, 2016” and replacing it with “September 30, 2016.”

3.Limited Effect. Except as expressly provided in this Amendment No. 2, all of the terms and provisions of the Merger Agreement, as amended by Amendment No. 1, are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendment contained herein will not be construed as an amendment to or waiver of any other provision of the Merger Agreement, as amended by Amendment No. 1, or of any other Transaction Document (as defined below) or as a waiver of or

consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the date hereof, each reference in the Merger Agreement, as amended by Amendment No. 1, to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import will mean and be a reference to the Merger Agreement as amended by Amendment No. 1 and this Amendment No. 2.

4.Representations and Warranties. Each Party hereby represents and warrants to the other Parties that:

(a)It has the full right, corporate power and authority to enter into this Amendment No. 2 and to perform its obligations hereunder and under the Merger Agreement as amended by Amendment No. 1 and this Amendment No. 2.

(b)This Amendment No. 2 has been executed and delivered by such Party and (assuming due authorization, execution and delivery by the other Parties hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any Enforceability Limitations.

5.Miscellaneous.

(a)This Amendment No. 2, and all claims and causes of action arising out of, based upon, or related to this Amendment No. 2 or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware, except and only to the extent that the IBCA and IMETA mandatorily apply.

(b)This Amendment No. 2 is for the sole benefit of the Parties and their permitted assigns and respective successors, and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Amendment No. 2.

(c)The headings contained in this Amendment No. 2 are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment No. 2.

(d)This Amendment No. 2 may be executed by facsimile and in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and which shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by facsimile or otherwise) to the other Parties.

(e)This Amendment No. 2, together with the Merger Agreement (as amended by Amendment No. 1 and this Amendment No. 2), the Exhibits and Company Disclosure Schedule to the Merger Agreement, the other instruments delivered pursuant to the Merger Agreement and the Confidentiality Agreement (collectively, the “Transaction Documents”), constitute the entire

agreement of the Parties and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof.

*   *   *   *   *

(signature page follows)

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 as of the date first written above.

MINES MANAGEMENT, INC.
By:	/s/ Glenn M. Dobbs
Name:	Glenn M. Dobbs
Title:	Chief Executive Officer
HECLA MINING COMPANY
By:	/s/ David C. Sienko
Name:	David C. Sienko
Title:	Vice President & General Counsel
HL IDAHO CORP.
By:	/s/ Robert D. Brown
Name:	Robert D. Brown
Title:	Vice President

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO
TERM LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT (this “First Amendment”), dated as of July 29, 2016, is by and among (i) MINES MANAGEMENT, INC., an Idaho corporation (the “Borrower”), NEWHI, INC., a Washington corporation (“Newhi”), MONTANORE MINERALS CORP., a Delaware corporation (“MMC”), MONTMIN RESOURCES CORP., a Delaware corporation (“MRC”), MONTANORE MINERALS WISCONSIN CORP., a Delaware corporation (“MMWC” and together with MMC, MRC and Newhi, the “Guarantors” and the Guarantors together with the Borrower, the “Loan Parties”) and (ii) HECLA MINING COMPANY, a Delaware corporation, (the “Lender”).

W I T N E S S E T H:

WHEREAS, pursuant to the Term Loan and Security Agreement, dated as of May 23, 2016 (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “Existing Loan Agreement” and, as amended by this Amendment and as the same may be further amended, supplemented, amended or restated or otherwise modified from time to time, the “Loan Agreement”), among the Loan Parties and the Lender, the Lender has made provided certain loans to the Borrower; and

WHEREAS, the parties hereto desire to amend the Existing Loan Agreement in accordance with the terms hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the agreements herein contained, the parties hereby agree as follows:

PART I
DEFINITIONS

SUBPART 1.1  Definitions.  Unless otherwise defined herein or the context otherwise requires, terms used in this First Amendment, including its preamble and recitals, have the meanings provided in the Loan Agreement.

PART II
AMENDMENTS TO EXISTING LOAN AGREEMENT

Effective on (and subject to the occurrence of) the First Amendment Effective Date, the Existing Loan Agreement is hereby amended in accordance with this Part II.  Except as so amended, the Existing Credit Agreement and the other Loan Documents shall continue in full force and effect.

SUBPART 2.1  Amendments.

(a)Amendment to Section 2.1.  Section 2.1 of the Existing Loan Agreement is amended by deleting clause (i) thereof in its entirety and replacing it with the following:

“(i) September 30, 2016,”

(b)Amendment to Article XI.  Article XI of the Existing Agreement is hereby amended by replacing the reference to “[Merger Sub]” in the definition of “Merger Agreement” with “HL Idaho Corp.”.

(c)Amended and Restated Schedule 1.5(a).  Schedule 1.5(a) of the Existing Loan Agreement is amended by deleting the entire Schedule 1.5(a) in its entirety and replacing it with the Schedule 1.5(a) attached hereto as Annex A-1.

PART III

AFFIRMATION AND CONSENT

SUBPART 3.1  Affirmation and Consent.  Each of the Loan Parties confirms that it has received a copy of this First Amendment and restates, ratifies and reaffirms each and every term and condition set forth in the Loan Agreement and the other Transaction Documents to which it is a party, effective as of the date hereof, after giving effect to this First Amendment.

PART IV
CONDITIONS TO EFFECTIVENESS

SUBPART 4.1  Amendment Effective Date.  This First Amendment shall be and become effective as of the date (the “First Amendment Effective Date”) when the last of all of the conditions set forth in this Part IV shall have been satisfied.

SUBPART 4.2  Execution of Counterparts of First Amendment.  The Lender shall have received counterparts satisfactory to the Lender of this First Amendment, which collectively shall have been duly executed on behalf of the Borrower, each of the other Loan Parties and the Lender.

SUBPART 4.3  Representations and Warranties.  The representations and warranties contained in Subpart 5.4 shall be true and correct in all material respects (and, to the extent any of such representations and warranties are qualified by materiality in their own right, such representations and warranties shall be true and correct in all respects) on and as of the First Amendment Effective Date.

PART V
MISCELLANEOUS

SUBPART 5.1  Cross-References.  References in this First Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this First Amendment.

SUBPART 5.2  Instrument Pursuant to Existing Loan Agreement.  This First Amendment is a Transaction Document executed pursuant to the Existing Loan Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Loan Agreement.

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SUBPART 5.3  References in Other Loan Documents.  At such time as this First Amendment shall become effective pursuant to the terms of Part IV, all references in the Transaction Documents to the “Loan Agreement” shall be deemed to refer to the Loan Agreement as amended by this First Amendment.

SUBPART 5.4  Representations and Warranties of the Loan Parties.  Each Loan Party hereby represents and warrants that (a) it has the requisite power and authority to execute, deliver and perform this First Amendment, (b) it is duly authorized to, and has been authorized by all necessary action, to execute, deliver and perform this First Amendment, (c) the representations and warranties contained in Article IV of the Loan Agreement and applicable to such Loan Party are true and correct in all material respects (and, to the extent any of such representations and warranties are qualified by materiality in their own right, such representations and warranties shall be true and correct in all respects) on and as of the date hereof as though made on and as of such date (except for those which expressly relate to an earlier date) and (d) no Default or Event of Default exists under the Loan Agreement on and as of the date hereof after giving effect to the amendments contained herein.

SUBPART 5.5  Counterparts.  This First Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.  Delivery of executed counterparts of this First Amendment by telecopy or other electronic transmission shall be effective as an original and shall constitute a representation that an original will be delivered.

SUBPART 5.6  Full Force and Effect; Limited Amendment.  Except as expressly amended or waived hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Existing Loan Agreement and the Transaction Documents shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms.  The amendments set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or modification of any other term or provision of the Existing Loan Agreement or any other Transaction Document or of any transaction or further or future action on the part of any Loan Party which would require the consent of the Lender under the Existing Loan Agreement or any of the Transaction Documents.

SUBPART 5.7  Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

SUBPART 5.8  Successors and Assigns.  This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

* * * * *

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Each of the parties hereto has caused a counterpart of this First Amendment to be duly executed and delivered as of the date first above written.

BORROWER:	MINES MANAGEMENT, INC.
	By:	/s/ Glenn M. Dobbs
		Name: Glenn M. Dobbs
		Title: Chief Executive Officer
GUARANTORS:	MONTANORE MINERALS CORP.
	By:	/s/ Glenn M. Dobbs
		Name: Glenn M. Dobbs
		Title: Chief Executive Officer
	NEWHI INC.
	By:	/s/ Glenn M. Dobbs
		Name: Glenn M. Dobbs
		Title: Chief Executive Officer
	MONTMIN RESOURCES CORP.
	By:	/s/ Glenn M. Dobbs
		Name: Glenn M. Dobbs
		Title: Chief Executive Officer
	MONTANORE MINERALS WISCONSIN CORP.
	By:	/s/ Glenn M. Dobbs
		Name: Glenn M. Dobbs
		Title: Chief Executive Officer

Signature Page to First Amendment

HECLA MINING COMPANY, as Lender
By:	/s/ David C. Sienko
	Name: David C. Sienko
	Title: Vice President & General Counsel

Signature Page to First Amendment