Use these links to rapidly review the documentTABLE OF CONTENTS ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                  to


Commission file number 001-32047



MINES MANAGEMENT, INC.(Exact Name of Registrant as Specified in its Charter)

Idaho(State of Incorporation or Organization)

91-0538859(I.R.S. Employer Identification No.)905 W. Riverside Avenue, Suite 311
Spokane, Washington(Address of principal executive office)

99201(Zip Code)


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

Securities
registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registeredCommon Stock, $0.001 par value

NYSE Amex Equities ExchangePreferred Stock Purchase Rights


Securities
registered pursuant to Section 12(g) of the Act:

Warrants
to purchase common stock

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o    No ý

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. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to post such
filed). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated Filer o

Accelerated Filer o

Non-accelerated Filer o (Do not check if a
smaller reporting company)

Smaller reporting company ý


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

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2010, was approximately
$32.9 million based on the closing price of the Common Stock on the NYSE Amex Equities Exchange of $1.76 per share. The number of shares of our common stock outstanding as of March 30,
2011 was 28,265,301.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required for Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by
reference to the Registrant's Definitive Proxy Statement for the 2011 Annual Meeting of Stockholders to be filed no later than April 30, 2011.



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TABLE OF CONTENTS



PAGEPART I


8ITEM 1.

BUSINESS


8ITEM 1A.

RISK FACTORS


10ITEM 1B.

UNRESOLVED STAFF COMMENTS


19ITEM 2.

PROPERTIES


19ITEM 3.

LEGAL PROCEEDINGS


27PART II


28ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES


28ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


29ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


31ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


31ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE


49ITEM 9A.

CONTROLS AND PROCEDURES


49ITEM 9B.

OTHER INFORMATION


50PART III


51ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE


51ITEM 11.

EXECUTIVE COMPENSATION


51ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS


51ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE


51ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


51PART IV


51ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES


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FORWARD LOOKING STATEMENTS

Some information contained in or incorporated by reference into this report may contain forward looking statements as defined in the
Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect or
anticipate will or may occur in the future are forward-looking statements. These include, but are not limited to, such things as those listed below:



The
use of any of the words "anticipate," "estimate," "expect," "may," "project," "should," "believe," and similar expressions are intended to identify uncertainties. We believe the
expectations reflected in those forward looking statements are reasonable. However, we 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 in this report:



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For
a more detailed discussion of such risks and other important factors that could cause actual results to differ materially from those in such forward-looking statements, please see
the section entitled "Item 1A. Risk Factors" contained in this Annual Report on Form 10-K for the period ending

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December 31,
2010. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be
other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that these statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in the statements. Except as required by law (e.g. information contained in our subsequent reports filed with the SEC on Forms 10-K,
10-Q and 8-K and any amendments thereto), we assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or
otherwise.

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GLOSSARY OF TERMS

Guide 7 DefinitionsMineralized material

The term "mineralized material" refers to material that is not included in reserves as it does not meet all of the criteria for adequate demonstration of economic or legal extraction.Reserves

The term "reserves" refers to that part of a mineral deposit which could be economically and legally extracted or produced.Non-reserves

The term "non-reserves" refers to mineralized material that is not included in reserves as it does not meet all of the criteria for adequate demonstration of economic or legal extraction.Exploration stage

An "exploration stage" prospect is one which is not in either the development or production stage.Development stage

A "development stage" project is one which is undergoing preparation of an established commercially mineable deposit for extraction but which is not yet in production. This stage occurs after
completion of a feasibility study.Production stage

A "production stage" project is one actively engaged in the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product.Additional DefinitionsAdit

A horizontal tunnel or drive, open to the surface at one end, which is used as an entrance to a mine.Axis

Intersection of the axial plane of a fold with a particular bed; axial line.Bankable feasibility study

A comprehensive study of a mineral deposit in which all geological, engineering, legal, operating, economic, social, environmental and other relevant factors are considered in sufficient detail that it
could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production.Bornite

An isometric mineral, 1[Cu5 FeS4]; metallic; brownish bronze tarnishing to iridescent blue and purple; in hypogene and contact metamorphic deposits and mafic rocks; a valuable source of
copper.Chalcocite

A monoclinic mineral, 96[Cu2 S]; pseudohexagonal, metallic gray-black with blue to green tarnish; a secondary vein mineral; an important source of copper.Development

Work carried out for the purpose of opening up a mineral deposit and making the actual ore extraction possible.Dip

The angle at which a vein, structure or rock bed is inclined from the horizontal as measured at right angles to the strike. A vein is a mineralized zone having a more or less regular development in
length, width and depth, which clearly separates it from neighboring rock. A strike is the direction or bearing from true north of a vein or rock formation measured on a horizontal surface.


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Drift

A horizontal underground opening that follows along the length of a vein or rock formation as opposed to a cross-cut which crosses the rock formation.Exploration

Work involved in searching for ore, usually by drilling or driving a drift.Galena

A sulphide mineral of lead, being a common lead ore mineral.Grade

The average assay of a ton of ore, reflecting metal content.Horizon

In geology, any given definite position or interval in the stratigraphic column or the scheme of stratigraphic classification; generally used in a relative sense.Host rock

The rock surrounding an ore deposit.Interbed

Occurring between distinct rock layers or strata.Lode

A vein of mineral ore deposited between clearly demarcated layers of rock.Metasediment

A sedimentary rock which shows evidence of having been subjected to metamorphism.Mineral

A naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favorable conditions, a definite crystal form.Mineralization

The presence of economic minerals in a specific area or geological formation.Ore

Material that can be mined and processed that provides a positive cash flow.Patented mining claim

A patented mining claim is one for which the federal government of the United States has passed its title to the claimant, making it private land. A person may mine and remove minerals from a mining
claim without a mineral patent. However, a mineral patent gives the owner exclusive title to the locatable minerals. It also gives the owner title to the surface and other resources.Precambrian

All geologic time before the Paleozoic era.Prospect

A mining property, the value of which has not been determined by exploration.Quartzite

A metamorphic rock formed by the transformation of a sandstone rock by heat and pressure.Reclamation

The restoration of a site after mining or exploration activity is completed.Recovery

The percentage of valuable metal in the ore that is recovered by metallurgical treatment.Siltite

An indurated silt having the texture and composition of shale but lacking its fine lamination or fissility; a massive mudstone in which the silt predominates over clay; a nonfissile silt shale. It
tends to be flaggy, containing hard, durable, generally thin layers, and often showing various primary current structures.


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Stope

An excavation in the form of steps made by the mining of ore from steeply inclined or vertical veins.Stratabound

A situation in which mineralization is essentially contained in or confined to a particular sedimentary or volcanic unit.Stratigraphy

The branch of geology which studies the formation, composition, sequence and correlation of the stratified rock as parts of the earth's crust.Strike

The direction, or bearing from true north, of a vein or rock formation measured on a horizontal surface.Sulfide

A compound of bivalent sulfur with an electropositive element or group, especially a binary compound of sulfur with a metal.Tailings

Material rejected from a mill after the recoverable valuable minerals have been extracted.Trend

The direction, in the horizontal plane, or a linear geological feature (for example, an ore zone), measured from true north.Unpatented mining claim

A parcel of property located on federal lands pursuant to the General Mining Law of 1872 and the requirements of the state in which the unpatented claim is located, the paramount title of which remains
with the federal government of the United States. The holder of a valid, unpatented lode-mining claim is granted certain rights including the right to explore and mine such claim under the General Mining Law.Vein

A mineralized zone having a more or less regular development in length, width and depth, which clearly separates it from neighboring rock.


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PART I

ITEM 1.    BUSINESS.

Overview

Mines Management, Inc. (together with its subsidiaries, "MMI," "Mines Management," the "Company," "we," "our," "ours," or "us"),
is engaged in the business of acquiring and exploring, and if exploration is successful, developing mineral properties, primarily those containing silver and associated base and precious metals. The
Company was incorporated under the laws of the State of Idaho on February 20, 1947. The Company's executive offices are located at 905 W. Riverside, Suite 311, Spokane, Washington 99201.

The
Company's principal mineral property interest, the Montanore Project, is held by its wholly owned subsidiaries, Newhi, Inc. and Montanore Minerals Corp. The Company's
properties, including the Montanore property, are currently in the exploration stage. The Company has commenced re-permitting of the Montanore Project and is determining its feasibility
for development. No property is currently in production.

The
Montanore Project is located in northwestern Montana, and from 1988 to 2002 was owned by Noranda Minerals Corporation. During that time the project received an approved environmental
impact statement ("EIS") and all of its primary environmental permits. From 1988 to 2002 the Company held royalty rights to a portion of the deposit. In 2002, Noranda announced that it was abandoning
the project, and subsequently transferred to the Company by quitclaim deed the patented and unpatented mining claims that control the mineral rights, and all drill core and intellectual property
including geologic, environmental and engineering studies, relating to the Montanore Project.

In
May 2006, we acquired two Noranda subsidiaries that held title to the property providing access to the 14,000 foot Libby adit and related permits. We obtained permit revisions that
allowed us to reopen the Libby adit and to dewater and rehabilitate the adit. The Libby adit, when extended, will provide access to the Montanore deposit for our planned underground exploration and
delineation drilling program. We submitted revisions to the operating permit that allowed us to reopen the Libby adit in 2006 and to proceed with dewatering and rehabilitation of the adit. In March
2008, we obtained authorization from the State of Montana to resume the exploration activities started by the previous owner. Until the environmental review process for the Montanore Project is
complete, however, we are prohibited from conducting exploration activities at the Libby adit.

Since
2003, we have spent approximately $49.5 million on evaluation and updating of data, including that originating from previous owners, permitting activities, acquisition of
equipment, construction of site infrastructure, and development and construction of a dewatering system. As currently planned, the advanced exploration and delineation drilling program includes the
following:



Results
of the drilling program, if successful, would provide data to support the completion of a bankable feasibility study and further optimization of the mine plan. The advanced
exploration and delineation drilling program, through completion of a bankable feasibility study, is expected to cost an additional $20 to $25 million.

Before
we are able to advance the Montanore Project, we must obtain the requisite project approvals and permits from the U.S. Forest Service ("USFS"), the State of Montana Department of
Environmental Quality ("MDEQ"), the U.S. Fish and Wildlife Service, and the Army Corps of Engineers. A draft EIS was issued by the USFS and the MDEQ in the first quarter of 2009. The

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comment
period has expired, and the USFS and MDEQ are responding to comments received. We anticipate that the required permits could be issued as early as the end of 2011. Until permits have been
received, we will not be able to proceed with the underground evaluation program.

Competition

There is aggressive competition within the minerals industry to discover and acquire properties considered to have commercial
potential. When we wish to acquire an exploration project, we typically compete with other entities, most of which have greater resources than we do. In addition, we compete with others in efforts to
obtain financing to explore and develop mineral properties.

Employees

As of March 30, 2011, the Company had eight employees located in Spokane, Washington and eight employees in Libby, Montana. The
Company plans to add additional engineering, geological, and operating staff at Libby as the development of our Montanore Project progresses. Outside consultants and contractors are engaged to perform
tasks involved in re-permitting the Montanore Project and advancing the adit rehabilitation and drifting. The Company expects to continue to rely on consultants to provide these services
in the immediate future.

Regulation

The Company's activities in the United States are subject to various federal, state, and local laws and regulations governing
exploration, labor standards, occupational health and mine safety, control of toxic substances, and other matters involving environmental protection and taxation. These laws are continually changing
and, in general, are becoming more restrictive. We have made, and expect to make in the future, significant expenditures to comply with such laws and regulations. Changes to current local, state or
federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and result in an increase in our costs. Although we are unable to predict what
additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.

For
more information regarding the regulations to which we are subject and the risks associated therewith, see "Permitting and Environmental" under Item 2 "Properties" and
Item 1A "Risk Factors."

Available Information

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, or
SEC. You may access and read our filings without charge through the SEC's website, at www.sec.gov. You may also read and copy any document we file at the SEC's Public Reference Room located at
100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.

We
also make our public reports available through our website, www.minesmanagement.com, as soon as practicable after we file or furnish them with the SEC. You may also request copies of
the documents, at no cost, by telephone at (509) 838-6050 or by mail at Mines Management, Inc., 905 W. Riverside Avenue, Suite 311, Spokane, Washington 99201. The
information on our website is not part of this Annual Report on Form 10-K.

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ITEM 1A.    RISK FACTORS.

Our business, operations, and financial condition are subject to various risks. In addition to historical
information, the information in this Annual Report on Form 10-K contains "forward-looking" statements about our future business and performance. Our actual operating results and
financial performance may be very different from what we expect as of the date of this report. The risks below address some of the factors that may affect our future operating results and financial
performance.

We have no proven or probable reserves.

We are currently in the exploration stage and have no proven or probable reserves, as those terms are defined by the SEC, on any of our
properties, including the Montanore Project. The mineralized material identified to date in respect of the Montanore Project has not demonstrated economic viability and we cannot provide any assurance
that mineral reserves with economic viability will be identified on that property.

In
order to demonstrate the existence of proven or probable reserves under SEC guidelines, it would be necessary for us to advance the exploration of our Montanore Project by significant
additional delineation drilling to demonstrate the existence of sufficient mineralized material with satisfactory continuity. If successful, the results of this drilling program would provide the
basis for a feasibility study demonstrating with reasonable certainty that the mineralized material can be economically extracted and produced. We do not currently have sufficient data to support a
feasibility study with regard to the Montanore Project, and in order to perform the drilling to support such feasibility study, we must first obtain the necessary permits to continue our exploration
efforts. It is possible that, even if
we obtain sufficient geologic data to support a feasibility study on the Montanore Project, the data will lead us to conclude that none of the identified mineral deposits can be economically and
legally extracted or produced. If we cannot adequately confirm or discover any mineral reserves of precious metals on the Montanore property, we may not be able to generate any revenues.

Even
if we discover mineral reserves on the Montanore property in the future that can be economically developed, the initial capital costs associated with development and production of
any reserves found is such that we might not be profitable for a significant time after the initiation of any development or production. The commercial viability of a mineral deposit once discovered
is dependent on a number of factors beyond our control, including particular attributes of the deposit such as size, grade and proximity to infrastructure, as well as metal prices. In addition,
development of a project as significant as Montanore will likely require significant debt financing, the terms of which could contribute to a delay of profitability.

We will require additional financing to complete our exploratory drilling program at the Montanore Project, which we may be unable to obtain.

We are an exploration stage mining company and currently do not have sufficient capital to fully fund the activities needed to
establish the economic feasibility of the Montanore Project. Following the common stock offering just completed in March 2011, we have approximately $19.1 million of cash on hand. We anticipate
that our expenses in 2011 will be approximately $2.0 million for regulatory permitting activities and $6.0 million of general and administrative expenses, assuming that permitting is not
completed until the end of 2011. We estimate that, following the completion of permitting, the costs of completing the exploratory drilling program will be approximately $20 to $25 million,
plus general and administrative expenses during the period in which the drilling program is being conducted. Uncertainties surrounding the exploratory drilling program and, in particular, the
permitting process, could require the project to take longer and cause costs to increase. Our cash in hand will not be sufficient to complete the exploratory drilling program and prepare the bankable
feasibility study, and additional financing will be required. We cannot guarantee that we would be able to obtain any such

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additional
financing on commercially reasonable terms or at all, nor can we guarantee that we would be able to fund the activities required to complete a bankable feasibility study. Additional equity
funding could be dilutive to existing stockholders. If we fail to obtain the necessary financing when needed, we may not be able to execute our planned activities and we may be forced to abandon
exploration and development, or to sell our interest in, the Montanore Project, which would have a material adverse effect on our growth strategy and our results of operations and financial condition.

Even if our exploration efforts at Montanore are successful, we may not be able to raise the funds necessary to develop the Montanore Project.

If our exploration efforts at Montanore are successful, our current estimates indicate that we would be required to raise approximately
$550 million in external financing to develop and construct the Montanore Project. Sources of external financing could include bank borrowings and debt and equity offerings. Even if a bankable
feasibility study is completed, commodity prices, the then-current state of financial markets or other factors may make financing for the development of the Montanore Project unavailable.
Financing has become significantly more difficult to obtain in the current market environment. There can be no assurance that we will commence production at Montanore or generate sufficient revenues
to meet our obligations as they become due or obtain necessary financing on acceptable terms, if at all, and we may not be able to secure the financing necessary to begin or sustain production at the
Montanore Project. If we cannot adequately finance our exploration of the Montanore property and its subsequent development, we will not be able to generate any revenues. In addition, should we incur
significant losses in future periods, we may be unable to continue as a going concern, and realization of assets and settlement of liabilities in other than the normal course of business may be at
amounts significantly different than those included in our periodic reports.

We may not be able to obtain permits required for development of the Montanore Project.

In the ordinary course of business, mining companies are required to seek governmental permits for expansion of existing operations or
for the commencement of new operations. We are required to obtain numerous permits for our Montanore Project. Obtaining the necessary governmental permits has been, and continues to be, a complex and
time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings. We have been engaged in renewing or pursuing permits since early 2005,
and, under the most favorable timing, could have permits in place by the end of 2011. However, the process is controlled by the governmental agencies, and during the process these agencies have
repeatedly missed anticipated deadlines. Obtaining required permits for the Montanore Project may be more difficult due to its location within the Cabinet Wilderness Area, and its proximity to core
habitat of certain protected species, including the grizzly bear and bull trout. In addition, a third party is seeking to permit another mining operation near the Montanore Project and if that effort
were successful, the impact of that operation on the environment and on wildlife in the area would have to be taken into consideration in our permitting determinations and could make those
determinations more difficult. Private groups dedicated to protection of the environment have been active in opposing permitting of projects in and near the Cabinet Wilderness Area.

Mining
projects require the evaluation of environmental impacts for air, water, vegetation, wildlife, cultural, historical, geological, geotechnical, geochemical, soil and socioeconomic
conditions. Permits are required for, among other things, storm-water discharge; air quality; wetland disturbance; dam safety (for water storage and/or tailing storage); septic and sewage; and water
rights appropriation, and compliance must be demonstrated with the Endangered Species Act and the National Historical Preservation Act. An EIS is required before we could commence mine development or
mining activities. Baseline environmental conditions are the basis on which direct and indirect impacts of the Montanore Project are evaluated and based on which potential mitigation measures would be
proposed. If the Montanore Project were found to significantly adversely impact the baseline conditions, we could

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incur
significant additional costs to avoid or mitigate the adverse impact, and delays in the Montanore Project could result.

The
duration and success of our efforts to re-permit are contingent upon many variables not within our control. There can be no assurance that we will obtain all necessary
permits and, if obtained, that the permitting costs involved will not exceed available funds. Permitting costs through 2010 have been approximately $30 million, and it is possible that the
costs and delays associated with the compliance with such standards and regulations could become such that we would not have sufficient funds to proceed with the further exploration, development or
operation of a mine at the Montanore Project.

We have a history of losses and we expect losses to continue.

As an exploration company that has no production history, we have incurred losses since our inception and we expect to continue to
incur additional losses for foreseeable future. For the fiscal years ended December 31, 2008, 2009 and 2010, we incurred losses of $10.8 million, $9.4 million and
$10.7 million, respectively. As of December 31, 2010, we had a deficit accumulated during the exploration stage of $57.4 million. There can be no assurance that we will achieve or
sustain profitability in the future.

We have no recent history of production.

We have no recent history of producing silver or other metals and the process of achieving production has many uncertainties. The
development of our Montanore Project would require that we establish resources, obtain approximately $550 million of financing, and construct and operate a mine, processing plant, and related
infrastructure. During this process, we would be subject to all of the risks associated with establishing a new mining operation and business enterprise.
We may never successfully establish mining operations, and any operations may never achieve profitability.

The exploration of mineral properties is highly speculative in nature, involves substantial expenditures and is frequently non-productive.

Mineral exploration is highly speculative in nature and is frequently non-productive. Substantial expenditures are required
to:



If
we discover ore at the Montanore Project, we expect that it would be several additional years from the initial phases of exploration until production is possible. During this time,
the economic feasibility of production could change as a result of changes in commodity prices or other issues. As a result of these uncertainties, there can be no assurance that our exploration
programs will result in proven and probable reserves in sufficient quantities to justify commercial operations at the Montanore Project.

Operation of a mine at the Montanore site will depend on our ability to recruit and retain qualified employees.

If our exploration efforts at Montanore are successful and we are able to raise the necessary external financing to develop and
construct the Montanore Project, our ability to conduct mining operations will depend in part upon our ability to attract, compensate and retain a sufficient number of qualified employees, including
executive officers, managers, employees and other personnel knowledgeable about the mining business. Qualified individuals of the requisite caliber and number

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needed
to fill these positions may be in short supply in areas near the Montanore Project, and the challenges in attracting and relocating qualified employees to the Montanore site may be
considerable. If we are unable to hire and retain employees to operate our mine, any planned commencement of mining operations in the future would be delayed. Furthermore, increases in labor costs due
to the competition for qualified employees and hiring employees represented by labor unions could render mining operations at Montanore uneconomical. Any such delays or any increases in labor costs
could have a material adverse effect on our business and financial condition.

Our future profitability, and our ability to finance the development of the Montanore Project, will be affected by changes in the prices of metals.

If we establish reserves, our ability to obtain a favorable feasibility study for the Montanore Project and obtain financing for the
development of a mine, as well as our profitability and long-term viability will depend, in large part, on the market prices of silver and copper. The market prices for these metals are
volatile and are affected by numerous factors beyond our control, including:



The
aggregate effect of these factors on metals prices is impossible for us to predict. Decreases in metals prices could adversely affect our ability to finance the exploration and
development of our properties, which would have a material adverse effect on our financial condition and results of operations and cash flows. There can be no assurance that metals prices will not
decline. During the five-year period ended December 31, 2010, the high and low settlement prices for silver and copper were approximately $30.93 and $8.79 per ounce and $4.44 and
$1.28 per pound, respectively.

We are subject to significant governmental regulations.

Our operations and exploration and development activities are subject to extensive federal, state, and local laws and regulations
governing various matters, including:



Failure
to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial
authorities enjoining or curtailing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in us incurring significant
expenditures. We may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. It is also possible that future
laws and regulations, or a more stringent enforcement of current laws and regulations by governmental authorities, could cause

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additional
expense, capital expenditures, restrictions on or suspensions of any future operations and delays in the exploration of our properties.

Changes in mining or environmental laws could increase costs and impair our ability to develop our properties.

From time to time the U.S. Congress may consider revisions in its mining and environmental laws. It remains unclear to what extent new
legislation may affect existing mining claims or operations. The effect of any such revisions on our operations cannot be determined conclusively until such revision is enacted; however, such
legislation could materially increase costs on properties located on federal lands, such as ours, and such revision could also impair our ability to develop the Montanore Project and to explore and
develop other mineral projects.

We are subject to environmental risks.

Mineral exploration and mining is subject to potential risks and liabilities associated with pollution of the environment and the
disposal of waste products occurring as a result of mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result
of the disposal of waste products occurring from exploration and production) is not generally available to us (or to other companies in the minerals industry) at a reasonable price. To the extent that
we become subject to environmental liabilities, the satisfaction of those liabilities would reduce funds otherwise available to us and could have a material adverse effect on us. Laws and regulations
intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.

The mining industry is intensely competitive.

The mining industry is intensely competitive. We may be at a competitive disadvantage because we must compete with other individuals
and companies, many of which have greater financial resources, operational experience and technical capabilities than we do. Increased competition could adversely affect our ability to attract
necessary capital funding or acquire suitable properties or prospects for mineral exploration in the future.

Our future success is subject to risks inherent in the mining industry.

Our future mining operations, if any, would be subject to all of the hazards and risks normally incident to developing and operating
mining properties. These risks include:



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We have ongoing reclamation obligations on the Montanore Project properties.

Although we have posted bonds with the State of Montana to cover expected future mine reclamation costs, there is no guarantee that the
amount of these bonds will satisfy the environmental regulations and requirements. Should government regulators determine that additional reclamation work is required, we may be required to fund this
work, which could have a material adverse effect on our financial position.

The title to some of our properties may be uncertain or defective.

Although the Montanore deposit is held by patented mining claims, a significant portion of our holdings consist of unpatented lode and
millsite claims. Certain of our United States mineral and surface use rights consist of "unpatented" mining and millsite claims created and maintained in accordance with the U.S. General Mining Law of
1872, or the General Mining Law. Unpatented mining and millsite claims are unique U.S. property interests, and are generally considered to be subject to greater title risk than other real property
interests because the validity of unpatented mining and millsite claims is often uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations that supplement
the General Mining Law. Also, unpatented mining and millsite claims and related rights, including rights to use the surface, are subject to possible challenges by third parties or contests by the
federal government. The validity of an unpatented mining or millsite claim, in terms of both its location and its maintenance, is dependent on strict compliance with a complex body of federal and
state statutory and decisional law. In addition, there are few public records that definitively control the issues of validity and ownership of unpatented mining and millsite claims. We have not filed
a patent application for any of our unpatented mining and millsite claims that are located on federal public lands in the United States and, under possible future legislation to change the General
Mining Law, patents may be difficult to obtain. The Company has obtained a title opinion on the patented mining claims covering the Montanore deposit, but not on all of its patented mining claims. The
Company has not obtained title opinions on any of its unpatented mining or millsite claims.

Our
ability to conduct exploration, development, mining and related activities may also be impacted by administrative actions taken by federal agencies. With respect to unpatented
millsites, for example, the ability to use millsites and their validity has been subject to greater uncertainty since 1997. In November of 1997, the Secretary of the Interior (appointed by President
Clinton) approved a Solicitor's Opinion which concluded that the General Mining Law imposed a limitation that only a single five-acre millsite may be claimed or used in connection with
each associated and valid unpatented or patented lode mining claim. Subsequently, however, on October 7, 2003, the new Secretary of the Interior (appointed by President Bush) approved an
Opinion by the Deputy Solicitor which concluded that the mining laws do not impose a limitation that only a single five-acre millsite may be claimed in connection with each associated
unpatented or patented lode mining claim. Current federal regulations do not include the millsite limitation. There can be no assurance, however, that the Department of the Interior will not seek to
re-impose the millsite limitation at some point in the future.

In
addition, a consortium of environmental groups recently filed a lawsuit in the United District Court for the District of Columbia against the Department of the Interior, the
Department of Agriculture, the Bureau of Land Management, or BLM, and the USFS, asking the court to order the BLM and USFS to adopt the five-acre millsite limitation. That lawsuit also
asks the court to order the BLM and the USFS to require mining claimants to pay fair market value for their use of the surface of federal lands where those claimants have not demonstrated the validity
of their unpatented mining claims and millsites. If the plaintiffs in that lawsuit were to prevail, that could have an adverse impact on our ability to use our unpatented millsites for facilities
ancillary to our mining activities, and could significantly increase the cost of using federal lands at the Montanore Project for such ancillary facilities.

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In recent years, the U.S. Congress has considered a number of proposed amendments to the General Mining Law, as well as legislation that would make comprehensive
changes to the law. Although no such legislation has been adopted to date, there can be no assurance that such legislation will not be adopted in the future. If adopted, such legislation could, among
other things, (i) adopt the millsite limitation discussed above, (ii) impose time limits on the effectiveness of plans of operation that may not coincide with mine life,
(iii) impose more stringent environmental compliance and reclamation requirements, (iv) establish a mechanism that would allow states, localities and Native American tribes to petition
for the withdrawal of identified tracts of federal land from the operation of the General Mining Law, (v) allow for administrative determinations that mining would not be allowed in situations
where undue degradation of the federal lands in question could not be prevented, and (vi) impose royalties on silver and copper production from unpatented mining and millsite claims located on
federal lands or impose fees on production from patented mining and millsite claims. Further, it could have an adverse impact on earnings from our operations, could reduce estimates of any reserves we
may establish and could curtail our future exploration and development activity on federal lands or patented claims.

While
we have no reason to believe that title to any of our properties is in doubt, title to mining properties is subject to potential claims by third parties claiming an interest in
them. For example, on September 26, 2007, we filed a declaratory judgment in Montana state district court against parties who had located unpatented mining claims on surface land above our adit
and above where our patented and unpatented mining claims, mill sites and tunnel sites are located. The defendants then asserted trespass claims against us relating to our use of our mining claims and
millsites and the adit. The parties engaged in a mediation in 2009 which resulted in a settlement. Subsequently, however, one of the defendants claimed that a settlement had not been reached. As a
result, we filed a motion to
enforce the settlement reached in the mediation. Motions for reconsideration from all parties are pending. We do not believe that the defendants have valid claims that interfere with our right to use
the adit to reach the Montanore deposit.

We are obligated by a right of first refusal agreement relating to our future silver production that may affect the willingness of third parties to enter into silver
purchase agreements with us.

In November 2007, we entered into a Right of First Refusal agreement with a significant stockholder that granted to that stockholder a
20-year right of first proposal and a right to match third-party proposals to purchase all or any portion of silver mined, produced or recovered by us in the State of Montana. The right
does not apply to trade sales and spot sales in the ordinary course of business or forward sales, in each case, for which we receive no upfront payment. The existence of this agreement may make other
potential buyers for silver we produce less likely to negotiate with us to purchase silver, since they would be subject to losing the silver bargained for. A reduction in the number of bidders for our
silver could reduce the price we can obtain for silver we produce.

The market price of our common stock is subject to volatility and could decline significantly.

Our common stock is listed on the NYSE Amex and the Toronto Stock Exchange, or TSX. Securities of small-cap companies such
as ours have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic
developments in North America and globally and market perceptions of the attractiveness of particular industries. This volatility has been exacerbated in recent years because of global economic and
political disruptions and natural disasters. Our share price is also likely to be significantly affected by short-term changes in silver and copper prices or in our liquidity, financial
condition or results of operations as reflected in our quarterly earnings reports. Over the last three years, the closing price of our common shares as reported on the NYSE Amex has fluctuated from a

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low
of $0.57 per share to a high of $4.39 per share. Other factors unrelated to our performance that could have an effect on the price of our common stock include the
following:



As
a result of any of these factors, the market price of our common stock at any given point in time might not accurately reflect our long-term value. Securities class action
litigation often has been brought against companies following periods of volatility in the market price of their securities. We could in the future be the target of similar litigation. Securities
litigation could result in substantial costs and damages and divert management's attention and resources.

Our shareholders are subject to future dilution by the exercise of options and warrants, and the existence of a significant number of options and warrants could depress the
price of our common stock.

As of December 31, 2010, we had 23,342,097 shares outstanding. As of that date, there were (i) options outstanding to
purchase up to 2,504,000 shares of common stock at a weighted average exercise price of $1.74 per share and (ii) warrants outstanding to purchase 5,625,483 shares at a weighted average exercise
of $4.50 per share (2,207,183 shares at an exercise price of $2.56 and 3,418,300 shares at an exercise price of $5.75 per share). Currently, we are unable to issue 951,960 of the warrant shares
exercisable at $2.56 per share without obtaining stockholder approval. We are considering seeking stockholder approval to permit issuance of all warrant shares.

Historically,
we have repriced stock options when the exercise price falls $1.00 or more below the prevailing market price of our common stock, but as of January 1, 2010, the
Company no longer
reprices stock options. 2,069,000 additional shares of common stock are available for issuance under our stock option plans. If we issue additional options or warrants, or if currently outstanding
options or warrants to purchase our common stock are exercised, the investments of our shareholders would be further diluted. In addition, the potential for exercise of a significant number of options
and warrants can have a depressive effect on the market price for our common stock.

The issuance of additional common stock may negatively impact the trading price of our common stock.

We have issued equity securities in the past, most recently in March 2011, and may continue to issue equity securities to finance our
activities in the future, including to finance future acquisitions, or as consideration for acquisitions of businesses or assets. In addition, outstanding options and warrants to purchase our common
stock may be exercised and additional options and warrants may be issued, resulting in the issuance of additional shares of common stock. The issuance by us of additional shares of common stock would
result in dilution to our stockholders, and even the perception that such an issuance may occur could have a negative impact on the trading price of our common stock.

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Anti-takeover provisions in our articles of incorporation, our bylaws and under Idaho law may enable our incumbent management to retain control of us and
discourage or prevent a change of control that may be beneficial to our shareholders.

Certain provisions of our articles of incorporation and bylaws and of Idaho law could discourage, delay or prevent a merger,
acquisition, or other change of control that shareholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of common stock of our company.
Specifically, our articles of incorporation divides our board of directors into three classes having staggered terms of office. This may prevent or frustrate attempts by our shareholders to replace or
remove our management. We have also implemented a shareholders rights plan, also called a poison pill, which would substantially reduce or eliminate the expected economic benefit to an acquirer from
acquiring us in a manner or on terms not approved by our board of directors. These and other impediments to a third party acquisition or change of control could limit the price investors are willing
to pay in the future for shares of our common stock. Our board of directors has also approved employment agreements with certain of our executive officers that include change of control provisions
that provide severance benefits in the event that their employment terminates involuntarily without cause or for good reason within twelve months after a change of control of us. These agreements
could affect the consummation of and the terms of a third party acquisition. We are also subject to provisions of Idaho law that could have the effect of delaying, deferring or preventing a change in
control of our company. One of these provisions prevents
us from engaging in a business combination with any interested shareholder for a period of three years from the date the person becomes an interested shareholder, unless specified conditions are
satisfied.

There are differences in U.S. and Canadian requirements for reporting of resources and mineralization, and we utilized the Canadian reporting of resources in our recent
Preliminary Economic Assessment, or PEA. Some information required by Canadian reporting is not permitted under SEC guidelines.

The mineralization figures presented in this Form 10-K are based upon estimates made by independent geologists. U.S.
reporting requirements for disclosure of mineral properties are governed by SEC Industry Guide 7. Although we are a U.S. company traded on the NYSE Amex, we also report in Canada estimates of
resources that are prepared in accordance with Canadian standards because we are also traded on the Toronto Stock Exchange and are thus subject to Canadian reporting requirements. These resource
estimates were prepared in accordance with standards of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in Canadian National Instrument 43-101, commonly known
as NI 43-101. In early 2011, we completed a Preliminary Economic Assessment, or PEA, that was prepared in accordance with NI 43-101 reporting standards. The
reporting standards required by NI 43-101 are different from the standards permitted to report reserve and resource estimates in reports and other materials filed with the SEC.
Accordingly, information concerning descriptions of mineralization contained in our public filings with the SEC may not be comparable to information, including the PEA, we file with Canadian
securities authorities.

Under
NI 43-101, we report in Canada measured, indicated and inferred resources, measurements which are not permitted in filings made with the SEC by issuers
incorporated in the United States. Under SEC rules, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally
produced or extracted at the time the reserve determination is made. U.S. investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into
reserves. Further, "inferred resources" have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. In accordance with Canadian rules,
estimates of inferred mineral resources cannot form the basis of a feasibility study or other economic evaluations, but they were considered in the PEA. Accordingly, U.S. investors should not place
undue reliance on the PEA, and should not assume that

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all
or any part of measured mineral resources, indicated mineral resources, or inferred mineral resource will ever be upgraded to a higher category.

Acquisitions and business integration issues will expose us to risks.

We may, in the future, engage in targeted acquisitions. Any acquisition that we make may change our business and operations, and may
expose us to new geographic, political, operating, financial, governmental, environmental and geological risks. Our success in acquisition activities depends on our ability to identify suitable
acquisition candidates, negotiate acceptable terms for any such acquisition and successfully integrate the acquired operations. Any acquisition would be accompanied by risks. We may expend
considerable resources on pursuing an acquisition candidate, including on due diligence and negotiations, and we may ultimately not prove successful in completing the acquisition. Even if successful
in completing the acquisition, the acquisition may present problems. For example, there may be significant decreases in commodity prices after we have committed to complete the transaction and have
established the purchase price or exchange ratio; a material ore body may prove to be below expectations; we may have difficulty integrating and assimilating the operations and personnel of any
acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise and maintaining uniform standards, policies and controls across the
organization; the integration of the acquired business or assets may disrupt our ongoing business and our relationships with employees, customers, suppliers and contractors; and the acquired business
or assets may have unknown liabilities which may be significant. If we choose to use equity securities as consideration for such an acquisition, our existing stockholders may suffer substantial
dilution. Alternatively, we may choose to finance any such acquisition with existing resources which could materially affect our liquidity and the availability of funds to invest in the Montanore
Project. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with any acquisition.

We do not intend to pay any cash dividends in the foreseeable future.

We have never paid cash dividends and we intend to retain our earnings, if any, to finance the growth and development of our business.
Any return on an investment in our common stock will come from the appreciation, if any, in the value of our common stock.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES.

The significant properties in which the Company has an interest are described below.

Montanore Property

The Montanore Project is located in Sanders and Lincoln Counties in northwestern Montana and consists of two federal patented mining
claims and approximately 1,059 unpatented lode mining claims and mill sites. The unpatented lode claims and mill sites are owned by the Company and are held subject to a $140 per claim annual payment
to the federal government.

The
Company's ownership of the Montanore deposit stems primarily from its ownership of two patented mining claims, identified as HR 133 and HR 134, which cover the surface outcrop or
"apex" of the gently dipping mineralized beds. According to U.S. mining law, the holders of claims covering the apex of a dipping, tabular deposit own the minerals to depth, even if the deposit passes
from beneath the apex claim. For the Company's claims at Montanore, these "extralateral rights" have been confirmed by the U.S. Secretaries of Agriculture and Interior and upheld in U.S. District
Court. In

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addition
to the patented apex claims, the Company owns unpatented claims located along the fault which bounds the southwestern margin of the deposit and extends outside of the western border of the
Cabinet Wilderness Area.

The
Company's property holdings for operational access and infrastructure support for the Montanore Project are located to the east of the deposit, south of the town of Libby, and are
accessed from Libby by about 16 miles of secondary road up Libby Creek. The apex of the deposit can be reached from Noxon, the nearest town, by taking State Highway 200 about 2 miles to the east and
then north about 5 miles on a secondary graveled road to the junction of the west and east forks of Rock Creek. From this point it is about a 4-mile hike up a Jeep trail behind a locked
USFS gate to the deposit outcrop. The deposit outcrops near the border of, and lies entirely within the Cabinet Wilderness Area. Because any future mining of the deposit would take place underground
and the Company has access to the deposit from outside the Cabinet Wilderness Area (our patented mining claims and certain other mineral rights predate the wilderness area designation), we do not
believe that any future mining or associated surface activity would impact the wilderness area.

On
May 31, 2006, we acquired Hard Rock Operating Permit 150 that covers certain exploration activities and the Montana Pollution Discharge Elimination System ("MPDES") water
discharge permit for the Montanore Project and title to properties providing access to the portal of the Libby adit. The 14,000 foot Libby adit was constructed in the early 1990s by previous
operators. The adit stops approximately 2,000 feet short of the deposit. The Libby adit, when extended, will provide access to the Montanore deposit for our planned underground exploration and
delineation drilling program. Prior to our activity in 2006, there were no plant, equipment, subsurface improvements or equipment other than the Libby adit, which was plugged and in reclamation.
During the third quarter of 2006, the Company reopened the adit and completed initial water testing to determine the treatment method for water discharged from the adit.

Non-ReservesMineralized Material

Non-Reserves Reported in the United States.The estimate of mineralized material set forth below was prepared by Mine Development
Associates, or MDA. The estimate was prepared in accordance with SEC Industry Guide 7.

Mineralized Material Estimate in accordance with U.S. SEC Industry Guide 7

Silver Grade



Cutoff GradeTons

(Ounces per ton)

Copper Grade

(Silver ounces per ton)Mineralized Material


81,506,000


2.04


0.75
%

1.0


"Mineralized
material" as used in this annual report, although permissible under SEC's Industry Guide 7, does not indicate "reserves" by SEC standards. The Company cannot be certain that
any part of the mineralized material at Montanore will ever by confirmed or converted into SEC Industry Guide 7 compliant "reserves." Investors are cautioned not to assume that all or any part of the
mineralized material will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.

Geology

The Montanore Project contains a strata-bound silver-copper deposit occurring in the Revett Formation, which is part of an extensive
series of Precambrian-aged metasedimentary rocks belonging to the Belt Supergroup. The Revett Formation has been subdivided into three members (upper, middle and lower) based on the
contained amounts of quartzite, silty quartzite and siltite. The lower Revett,

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which
hosts the mineralized horizons, is composed primarily of quartzite with lesser interbeds of siltite and silty quartzite.

The
silver-copper mineralization at Montanore is strata-bound in the upper portions of the lower Revett Formation. Copper and silver values are carried predominately in the minerals
bornite, chalcocite, chalcopyrite and native silver in variable proportions and concentrations. Sulfide content of the mineralized rock rarely exceeds 3% to 4% and is commonly 1% to 2%.

The
mineralized zone crops out at the surface and expends down dip at least 12,000 ft to the north-northwest. The mineralization is open ended in the down dip direction. Mineralization
occurs in at least two sub-parallel horizons separated by a silver- and copper-deficient zone containing low-grade lead in the form of galena. The two horizons are identified
as the B1 for the upper zone and the B for the lower and more extensive zone. Both zones dip to the northwest between 15 degrees and 30 degrees, with an average of just over 15 degrees. The width of
the main (B) horizon, in plan view, is defined by a fault on one side and a fold axis on the other, varies from 804 feet to 3,540 feet. The property boundaries, however, limit the controlled
portion of the deposit to a maximum of 2,000 feet. The average thickness for each of the two horizons is 35 feet, depending upon cutoff.

History and Development

The Montanore Project was owned by Noranda Minerals Corporation ("Noranda") between 1988 and 2002. During that time, the project
received a record of decision approving a plan of operations from the USFS and the State of Montana, as well as all other permits required for the project, allowing Noranda to proceed with full
operations, but the project was never put into operation. From 1988 to 2002, we held royalty rights to a portion of the deposit. In 2002, Noranda announced that it was abandoning the project, and
subsequently transferred to us by quitclaim deed the patented and unpatented mining claims that control the mineral rights, and all drill core and intellectual property, including geologic,
environmental and engineering studies, relating to the Montanore Project.

In
May 2006, we acquired two Noranda subsidiaries that held title to the Montanore property, providing access to the 14,000 foot Libby adit which, when extended, will provide access to
the Montanore deposit. Through this acquisition, we also received the Hard Rock Operating Permit 150 that covers certain exploration activities and the MPDES water discharge permit for the Montanore
Project. The 14,000 foot Libby adit was constructed in the early 1990s by previous operators. The adit stops approximately 3,000 feet short of the deposit. Prior to our activity in 2006, there were no
plant, equipment, subsurface improvements or equipment other than the Libby adit, which was plugged and in reclamation. During the third quarter of 2006, we reopened the adit and completed initial
water testing to determine the treatment method for water discharged from the adit. The necessary permit revisions were received in November 2006 to undertake an underground evaluation drilling
program. We own water rights associated with the Montanore property that we believe will be sufficient for proposed mining activities.

In
the fourth quarter of 2006, we purchased a site generator and erected a warehouse building at the Libby adit site, along with an office and employee change facility. Power for the
evaluation drilling program will be provided by three on-site Cummins 800 KW generators. We established a $1.124 million stand-by letter of credit in January 2007 to
satisfy reclamation bonding requirements related to our planned exploration at the Libby adit.

In
2007, we completed the construction of site infrastructure to support our planned underground evaluation program at the Montanore Project. This included the design, engineering and
construction of a $1.5 million water treatment plant to process all water pumped out of the adit. The utility design was completed and electrical supplies, ventilation material, pumping
equipment, and ground control roof bolts and supplies have been delivered to the site. Construction of a dry storage structure for inventory was completed in the fall of 2007 and an initial fleet of
surface equipment and underground

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equipment
was purchased at a cost in excess of $6 million and delivered to the Libby adit site in the third and fourth quarters of 2007.

In
2008, we continued the testing and installation of the adit dewatering system in preparation for the planned 3,000 foot extension and initiation of the drilling program. Other
preparations for the commencement of drifting and delineation drilling (consisting of two declining drifts approximately 15 × 15 in section and 80 feet long each) included
the retention of Small Mine Development, LLC ("SMD") to manage the adit advancement and the drilling program, engineering for a new nitrate circuit addition to the water treatment facility and
installation of the initial sumps and pumping system. Two sumps were placed into service during the third quarter of 2008. These sumps are part of the overall dewatering system designed to clarify
water from the adit before sending it to the water treatment plant on the surface. Construction of the sumps allowed us to test most of the mining equipment that will be used during the adit
advancement and future development activities. A jumbo drill, roof bolter, LHDs, and haul trucks were all used to construct the sumps. Other support equipment, such as explosives loading truck and
scissor lift truck, saw limited use.

Engineering
and geology work continued during 2008. In 2008, we added six additional staff, purchased additional equipment and continued to install and test the underground water pumping
stations and sumps, and in early 2009 we proceeded with dewatering. SMD completed engineering for a new nitrate removal addition to the water treatment facility and installation of the initial sumps
and pumping system. Two additional sumps and a decanting system were placed into service at the 7,200 foot level during the second quarter of 2009. These sumps are part of the overall dewatering
system designed to clarify water from the adit before sending it to the water treatment plant on the surface. On April 30, 2009, SMD was demobilized, and the decline is now in a standby mode,
until the environmental review process is complete. Similarly, construction of the nitrate circuit is scheduled to start when timing of the receipt of permits is more certain, and to be completed
prior to beginning the extension of the final section of the adit to reach the ore body and install drill stations. The current schedule is to begin construction of the concrete chambers based on
timing of receipt of the record of decision following completion of a final EIS. Current operations at the Libby adit include continued pumping at the site water treatment system.

Advanced Exploration and Delineation Drilling Program

The objectives of our underground evaluation drilling program are to:



The
stages of the advanced exploration and delineation drilling program, and activities undertaken to date in each stage, are set out below:



With the exception of the first 600 feet, the length of the Libby adit contains water. During this stage of the evaluation drilling
program, we have developed a plan to dewater the adit and to treat the discharged water using ultra-filtration and possibly chemical pre-treatment so that discharged water, both during the
dewatering process as well as during development of the adit and drilling program, meets state and federal water quality standards. In 2007, we completed the design, procurement, engineering
construction, start-up and pilot scale tests of the $1.3 million water treatment plant. In 2008, we continued to install and test the underground water pumping stations and sumps,
and in early

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2009
we proceeded with dewatering. We have retained an independent contractor, Small Mine Development, LLC, to manage the adit advancement and the drilling program. It has completed engineering
for a new nitrate removal addition to the water treatment facility and installation of the initial sumps and pumping system, consisting of two declining drifts each approximately 80 feet long and 15
× 15 inches. Two sumps and a decanting system were placed into service at the 7,200 foot level of the adit during the third quarter of 2008. These sumps are part of the overall dewatering
system designed to clarify water from the adit before sending it to the water treatment plant on the surface. Construction of the nitrate system is scheduled to start when timing of the receipt of
permits is more certain, and to be completed prior to beginning the extension of the adit to reach the ore body. Current operations on the Libby adit include continued operations on the Montanore site
water treatment system and dewatering of the decline.

Concurrent
with dewatering, we started rehabilitating the adit, which involves, among other activities, scaling the walls, installing new roof bolts and extending electricity,
ventilation and dewatering infrastructure into the adit. Power for the planned evaluation drilling program will be provided by three on-site Cummins 800 KW generators. In the fourth
quarter of 2006, we purchased a site generator and erected a warehouse building at the Libby adit site, along with an office and employee change facility. In 2007, an initial order of electrical
supplies, ventilation material, pumping equipment, and ground control roof bolts and supplies was delivered to the site. Construction of a dry storage structure for inventory was completed in the fall
of 2007. The initial fleet of surface equipment and underground equipment was purchased at a cost in excess of $6 million and delivered in the third and fourth quarters of 2007. During 2008, we
added six additional staff and purchased additional equipment. Construction of the sumps has allowed us to test most of the mining equipment that will be used during the adit advancement and future
exploration activities. To date, infrastructure placed in the decline includes a refuge chamber, mine power center and temporary pump station, along with the previously installed sumps and pumping
system at the 700 ft. location. On April 30, 2009, SMD was demobilized, and the decline is now in a standby mode, until the environmental review process is complete. We are prohibited from
doing further work in the adit until the USFS approves an operating plan for Montanore. Total costs for Stage 1 activities are approximately $7.3 million, of which approximately
$5.3 million had been spent by December 31, 2010.



Once the permitting process is complete and the adit rehabilitation completed, we plan to advance the adit approximately 3,000 feet
towards the middle of the deposit. Following the advancement of the adit, we expect to commence 10,000 feet of development drifting, which will be necessary to provide drill access. Once drifting is
underway we would also begin to establish drill stations. The process of drifting and the establishment of drill stations would continue throughout the remainder of the program. We estimate that
Stage 2 would cost approximately $5.0 million.



In Stage 3 of the advanced exploration and delineation drilling program, we expect to commence approximately 25,000 feet of
delineation diamond core drilling of approximately 40 holes. We expect to spend approximately $0.5 million on Phase I delineation drilling. We also expect to spend approximately
$12.7 million (in addition to amounts set forth above) during Stages 1, 2 and 3 on site operating and capital costs, optimization studies and general corporate support,
$8.5 million of which had been spent by December 31, 2010.

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During this stage, we anticipate completing an additional 25,000 feet of diamond core drilling, undertaking additional metallurgical
and geotechnical testing and analysis, and if the results of our exploration are successful, preparing for and completing a bankable feasibility study at an estimated cost, with site operating and
capital costs, of approximately $10.0 million. A feasibility study and report would provide the basis for financing the development of the project, currently estimated to require approximately
$550 million in external financing.

We
are currently conducting trade off studies, reviewing the geology, and performing initial engineering reviews to improve our estimates of the projected costs and schedule for the
final three stages of the program. We expect that, following completion of permitting, Stages 2, 3 and 4 would take approximately 18 months.

Permitting and Environmental

In order to advance the Montanore Project past the exploration stage, we must obtain the requisite approvals, permits and opinions from
the USFS, the MDEQ, the Army Corps of Engineers and the U.S. Fish and Wildlife Service. In 2004, the USFS and the MDEQ began a joint review of the Montanore Project. As part of this process, the USFS
and MDEQ completed a draft environmental impact statement ("DEIS") in March 2009, evaluated the environmental impacts of the project, circulated the DEIS to the Environmental Protection Agency ("EPA")
and to the public for comment. The USFS and MDEQ have been analyzing and responding to those comments and have required preparation of a supplemental draft environmental impact statement ("SDEIS") to
address certain issues related to the Montanore Project, including wetlands mitigation, water quality analyses, and the placement and impact of the transmission line. We anticipate that the SDEIS
could be issued by the agencies in the first half of 2011, which would be followed by a public comment period. The issuance of the SDEIS is expected to be coordinated with the public notice and
subsequent public comment period for the issuance of the Section 404 permit under the Clean Water Act, discussed below.

To
date, the USFS and the MDEQ continue to incorporate new technical information, assess mitigation of environmental impacts, and evaluate reasonable alternatives in order to address
comments on the DEIS from the public and the EPA. Specifically, based on comments concerning the transmission line alternatives presented in the DEIS and following an extensive analysis, the USFS and
MDEQ selected their preferred alternative for the transmission line location. This decision will now enable various aspects of the environmental review process to advance.

As
part of our permitting process, the USFS must undertake certain biological assessments and submit draft reports of these assessments to the U.S. Fish and Wildlife Service ("FWS") for
consideration in connection with the FWS's biological opinions addressing the impact of the project on threatened and endangered species, including grizzly bear and bull trout. The issuance of the
biological opinions by the FWS is required prior to the completion of a record of decision. The USFS is working on a draft of the fisheries biological assessments and now that the transmission line
alternative has been selected, the draft can incorporate the grizzly bear biological assessment and is expected to be submitted by the USFS to the FWS in the first six months of 2011. The FWS must
then prepare a biological opinion ("B.O.") on the acceptability of the projected impacts and identify any conditions or mitigation measures necessary to reduce impacts and to protect those species.
The FWS's final B.O. could be completed and delivered by the end of 2011.

As
part of the development of a final EIS and the determination of the agencies' preferred alternatives, the U.S. Army Corps of Engineers ("Corps") must complete an analysis of potential
project discharges of dredged or fill material into waters of the United States, including wetlands. Such discharges are regulated by Section 404 of the Clean Water Act which requires a permit
before dredged or fill material may be discharged. We and the agencies have collaboratively developed wetlands

24

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Table of Contents

mitigation
options and a permit application for a 404 fill discharge permit from the Corps for the tailings impoundment site, including a related off-site wetlands mitigation measure, is
being finalized. The Corps is expected to issue its determination that our proposed tailings site is the Least Environmentally Damaging Practicable Alternative, which is the first step in this 404
permit approval process, in the first half of 2011. The agency is expected to issue a public notice of the proposed 404 permit at the same time the SDEIS is issued by the USFS. The subsequent public
comment period for this 404 permit is anticipated to run concurrently with the SDEIS public comment period.

Issuance
of a record of decision ("ROD") by the USFS approving our proposed Mine Plan of Operations is the final step of the federal approval process and can occur only after the final
FWS biological opinion, the 404 dredge and fill discharge permit and the final EIS have been issued. Following the ROD, the other agencies would be expected to issue their permits relating to mine
development activities, including amendments to the hard rock mining permit and the MPDES permit, over a 6 month period. Once the USFS issues a ROD, we would be authorized to commence our
planned advanced exploration and delineation drilling program. No further authorization would be required by the State of Montana for the exploration program, which received State approvals in 2006.

Based
on the estimated timing of the SDEIS and issuance of B.O.s, we believe that the agencies could issue a record of decision as early as the end of 2011. While we are providing
information to the various state and federal agencies when requested and are actively engaged in working with such agencies, most of the timing issues surrounding the issuance of the EIS, B.O.s and
environmental permits are beyond our control. Accordingly, no assurance can be given regarding the timing of the issuance of permits and approvals.

Engineering

In May 2006, McIntosh Engineering and Hatch Ltd. completed a Cost Update Study and generated a draft report for the project.
This report included engineering optimization, engineering review, cost updates, mine planning, and other aspects of the project. The report also provided additional optimization opportunities that
will be evaluated as part of the on-going internal engineering work currently underway.

As
part of the mine planning effort, we assembled all of the geologic information developed by Noranda and another previous owner for the project and incorporated the information into
the Vulcan mine modeling package. This 3-dimensional geologic model is a critical first step in further evaluating mine planning activities and projection of ore zones. This information
was also used to develop the underground drilling targets for the evaluation drilling program.

Engineering
refinement and geology work continues at Montanore using existing information. Geology confirmation mapping was begun with the advance of the rehabilitation down the decline.
Currently, hydrological studies are being carried out for the creation of a hydrological model for the rock formations being crossed by the decline. Ongoing optimization and trade-off
studies will help prepare assumptions that will be used in development of a feasibility study on the Montanore Project.

Preliminary Economic Assessment

On December 22, 2010, we announced the completion of a Preliminary Economic Assessment ("PEA") for the Montanore Project. The
PEA was prepared to provide guidance on the potential viability of the Montanore Project and the basis for the continuation of exploration activities. Because of the uncertainties associated with any
mineral deposit that, like the Montanore Project, does not have reserves, the PEA should not be relied on to value the Montanore Project, nor should it be considered to be a feasibility or
pre-feasibility study.

25

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Table of Contents

The
PEA did not update the mineral resource analysis of the Montanore deposit completed in October 2005 by Mine Development Associates ("MDA Report"). Mineralized material, as set forth
in the MDA Report, is 81.5 million short tons of material grading 2.04 oz/short ton silver and 0.75% copper with a cutoff grade of 1.0 oz /short ton silver.

The
PEA assumed pricing of the estimated Montanore resources based on a three year trailing average at August 16, 2010 (i.e. $3.10 per lb. for copper and $15.00 per ounce
for silver) and developed cost estimates for development of the Montanore Project. Initial capital costs for the project were estimated to be $552.3 million (with a
± 35% accuracy). The PEA assumed that the project would utilize conventional grinding and flotation processing techniques at a processing rate of 12,500 short tons
per day.

The
PEA concludes that the Montanore Project "demonstrates favorable economic potential" which justifies "commencement of a resource evaluation program and subsequent
pre-feasibility study."

On
February 3, 2011, the PEA was filed in Canada in accordance with Canadian National Instrument 43-101Standards of Disclosure for Mineral
Projects. The technical report summarizing the results of the PEA was prepared by or under the supervision of Mr. Chris Kaye and Mr. Geoffrey Challiner of Mine and Quarry Engineering
Services, Inc. of San Mateo, California, each of whom is an independent "Qualified Person," as such term is defined in Canadian National Instrument 43-101. The PEA filed in
Canada is not part of this Form 10-K.

Description of Royalties on our Patented Mining Claims

When we received the Montanore properties from Noranda, they were burdened by two royalties, which continue on the property:

The
HR 133 and HR 134 patented mining claims, which cover the Montanore deposit, are burdened by a production payment obligation of twenty cents ($.20) per ton of ore extracted and
milled therefrom, pursuant to (i) that Amendment to Purchase and Sale Agreement dated September 6, 1988, between Atlantic Goldfields Inc. and Montana Reserves Company, and
(ii) that Amendment to Purchase and Sale Agreement dated September 6, 1988, between Jascan Resources Inc. and Montana Reserves Company, a subsidiary of Noranda. The production
payment is calculated based upon "the total number of measured, indicated and inferred reserves, as defined by the American Association of Professional Geologists, on the Premises, as calculated and
described in the independent feasibility study prepared for project financing purposes, and payable after the end of each six month period following Commencement of Commercial Production."
"Commencement of Commercial Production" is defined in the Purchase and Sale Agreements as "the last day of the first period of thirty (30) consecutive days during which Commercial Production
from the Property has occurred." "Commercial Production" is defined in the Purchase and Sale Agreements as "the production of concentrate from the Property on a regular basis, from the treatment of
ore at not less than sixty percent (60%) of the concentrator's rated capacity, or rated capacity of the concentrator specified by the independent feasibility study, but excluding ore treated or
concentrate produced for testing purposes." That production payment obligation terminates at such time as the "total number of reserves from the (properties), measured and calculated as specified
above, has been extracted and milled."

The
other royalty covers claims which have no mineralized material, and which the Company does not expect to explore further. Accordingly, the Company believes the royalty to be
immaterial.

Potential Acquisitions

We are continually seeking potential acquisitions, and have engaged from time to time in discussions with companies conducting mining
operations or owners of mining properties or projects.

26

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Table of Contents

The
acquisition targets vary in many respects, but most relate to the mining of precious metals. See "Risk FactorsAcquisitions and business integration issues may expose us to risks"
above.

Other Properties

We also own certain patented and unpatented mining claims on zinc properties in northern Washington State, referred to as the Iroquois
and Advance properties. We have not conducted mining activities on these properties since the 1960s. In December 2007, we completed an impairment analysis of the carrying values of the Iroquois and
Advance properties to assess their immediate development potential. In connection with that evaluation, we wrote off the capitalized costs associated with the properties in the amount of $226,000
which had been recorded in connection with mining activity that occurred in the 1950s. We continue to hold the real property, mining claims, and patented claims underlying the Iroquois and Advance
properties; however, such property, mining claims, and patented claims do not have any book value in our consolidated financial statements. We also generate minor income from a working interest
royalty, acquired more than 40 years ago, in several producing oil wells located in Kansas.

ITEM 3.    LEGAL PROCEEDINGS.

None.

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Table of Contents

PART II



ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock commenced trading on the AMEX (now the NYSE Amex Equities) under the symbol, "MGN," on March 24, 2004. On
January 10, 2006, the Company's common stock began trading on the Toronto Stock Exchange under the symbol "MGT."

The
following table shows the high and low closing sales prices for our common stock for each quarter since January 1, 2009. The quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual transactions. On March 30, 2011, the closing price of the Company's common stock was $2.97 on the
NYSE Amex and CDN$2.87 on TSX.

NYSE Amex

Toronto
Stock
ExchangeFiscal Year

High

Low

High

Low($)

(CDN$)2011:First Quarter (through March 30, 2011)


4.30


2.34


4.04


2.322010:Fourth Quarter


4.18


2.14


4.12


2.23Third Quarter


2.36


1.49


2.33


1.56Second Quarter


2.84


1.76


2.82


1.90First Quarter


3.29


2.45


3.38


2.572009:Fourth Quarter


3.35


2.10


3.57


2.27Third Quarter


2.83


1.37


3.05


1.54Second Quarter


2.00


1.32


2.40


1.41First Quarter


2.05


1.15


2.52


1.62


As
of March 30, 2011 there were approximately 600 shareholders of record of our common stock and approximately 3,000 additional shareholders whose shares are held through
brokerage firms or other institutions.

We
have never paid dividends and anticipate that future earnings, if any, will be retained to finance growth and development of our business.

Unregistered Sales of Equity Securities

Not applicable.

Securities Authorized for Issuance Under Equity Compensation Plans

The following information is provided as of December 31, 2010:

Plan Category

Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)

Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)

Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column(a))
(c)Equity compensation plans approved by shareholders


2,504,000

$
1.74


2,069,000Equity compensation plans not approved by shareholders








Total


2,504,000

$
1.74


2,069,000


28

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Table of Contents



ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION.

The following discussion and analysis is provided as a supplement to, and should be read in conjunction with, our financial statements,
the accompanying notes ("Notes") and other information appearing in this report. As used in this report, unless the context otherwise indicates, references to the "Company," "we," "our," "ours," and
"us" refer to Mines Management, Inc. and its subsidiaries collectively.

Overview

Recent Events



At
December 31, 2010, the balance of our cash and unrestricted certificates of deposit remained strong at over $6.4 million. We also had $3.7 million in equity
securities that were available for sale. Our net cash expenditures for operating activities for 2010 totaled $6.7 million. Cash outlays were less than projected due to delays in the USFS
approval of our EIS and the cessation of adit rehabilitation and dewatering until permits are received. Our cash position was augmented by the $13.8 million of net proceeds received from the
common stock offering completed in March 2011. In 2011, we plan to continue to focus on planning for our exploration and delineation drilling program at the Montanore Project pending the final
permitting approvals. The completion of the recent financing will provide sufficient cash to complete the permitting process and initiate the adit rehabilitation and drill station development.
Additional financing will be required to complete the evaluation drilling program and a bankable feasibility study. Development activities could be deferred if the permitting process is delayed or if
commodity prices make the project difficult to finance or increase the cost of such financing.

29

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Table of Contents

Financial and Operating Results

We reported a net loss for the year ended December 31, 2010 of $10.7 million or $0.46 per share compared to a loss of
$9.4 million or $0.41 per share for the year ended December 31, 2009. The increase of $1.3 million in net loss between 2010 and 2009 was comprised of a reduction in project and
administrative expenses of $0.8 million and an increase of $2.1 million in non-cash expenses. The following table summarizes expenditures by category and year:

Expense
SummaryExpenditures

2010

2009(millions)Montanore Project Expense

$
3.7

$
4.4Administrative Expense

$
3.3

$
3.4Depreciation

$
1.0

$
1.0Non Cash Stock Option Expense

$
1.8

$
0.4Other Expense

$
0.9

$
0.2


Montanore
Project Expense includes exploration, fees, filing and licenses, and technical services, including environmental, engineering and permitting expense. Montanore Project Expense
decreased by $0.7 million during 2010 compared to 2009 for the following reasons: (i) decreased spending related to adit rehabilitation activity by $1.2 million during 2010 and
(ii) an increase of $0.5 million in consultant fees paid in 2010 primarily to MQES to conduct the PEA.

Administrative
Expense, which includes general overhead and office expense, legal, accounting, compensation, rent, taxes, and investor relations expense, decreased in 2010 by
$0.1 million. The decrease was primarily due to a decline in legal, accounting, and consulting expenditures associated with a proposed public offering during 2009.

Non-Cash
Stock Option Expense (which is included in general and administrative and technical services expenses in our statement of operations) increased by
$1.4 million during 2010 primarily because of $1.8 million of expense associated with the grant of approximately 1.3 million
options during 2010 as further discussed in Note 10 to our financial statements. The 2009 stock option expense was the result of recognizing additional compensation expense as options granted
or re-priced in prior years vested.

The
$0.7 million increase in Other Expense includes a $0.5 million increase in loss recognized due to a change in the fair market value of warrant derivatives and a
decrease of $0.2 million in interest income during 2010 as a result of utilizing funds for operating activities during 2010.

Liquidity and Capital Resources

At December 31, 2010, our aggregate cash, short term investments, and long term investments totaled $10.1 million
compared to $13.8 million at December 31, 2009. Cash flows provided by financing activities were $0.5 million in 2010 compared to $1.8 million utilized in 2009, primarily
to pay off the balance on the line of credit. The net cash used for operating activities during 2010 was $6.7 million, which consisted primarily of permitting, environmental, exploration, and
engineering expenses for the Montanore project and general and administrative expenses, compared with $7.4 million of cash used for operating activities in 2009. Cash provided by investing
activities for 2010 was $4.9 million, primarily from the early withdrawal of funds from a certificate of deposit, compared with $0.1 million of cash used in investing activities in 2009.
The net decrease in cash and cash equivalents for the year ending December 31, 2010 was $1.2 million.

We
anticipate expenditures in 2011 of approximately $8.0 million, which we expect will consist of (i) $1.5 million in each quarter for ongoing operating and general
administrative expenses and

30

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(ii) $0.5 million
in each quarter for permitting, engineering and geologic studies to finalize our permitting of the Montanore Project. The recently completed public offering of
$13.8 million net proceeds will provide adequate cash availability for years 2011 and 2012 to fund ongoing environmental, engineering, permitting and general administrative expenses. Additional
financing, however, will be required to complete the evaluation drilling program and a bankable feasibility study.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Table of Contractual Obligations

The following table summarizes our contractual obligations at December 31, 2010:

Contractual Obligations

Total

Less Than
1 Year

2 - 3 Years

4 - 5 Years

ThereafterOperating leases

$
249,000

$
48,000

$
94,000

$
98,500

$
8,500




ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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
and held in local and national banking institutions. We manage the timing of cash required for re-permitting, planning for the Montanore evaluation drilling program, and engineering of the
Montanore Project and for general corporate purposes by utilizing our money market account. We invest funds not immediately required in investments, currently certificates of deposit, with varying
maturities and fixed early retirement costs equal to three months interest.

The
market prices of base and precious metals such as copper and silver fluctuate widely and are affected by numerous factors beyond the control of any mining company. These factors
include 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 drop dramatically, the value of the Company's Montanore Project could drop and the Company might not be able to recover its investment
in that project. The
decision to develop or construct a mine would be made several years before the first revenues from production would be received. Price fluctuations between the time that such decision is made and the
commencement of production could affect the economics of the mine.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements for the years ended December 31, 2010 and 2009 are included in this Report on
Form 10-K as set forth below.



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


32FINANCIAL STATEMENTS:Consolidated balance sheets


33Consolidated statements of operations


34Consolidated statements of stockholders' equity


35Consolidated statements of cash flows


36Notes to consolidated financial statements


37-48


31

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Table of Contents

REPORT OF INDEPENDENT REGISTERED  PUBLIC ACCOUNTING FIRM

Board
of Directors and Stockholders of
Mines Management, Inc. and Subsidiaries

We
have audited the accompanying consolidated balance sheets of Mines Management, Inc. and Subsidiaries (the Company) as of December 31, 2010 and 2009, and the related
consolidated statements of operations, stockholders' equity, and cash flows for the years then ended and for the period from inception of the exploration stage (August 12, 2002) through
December 31, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Mines Management, Inc. and
Subsidiaries as of December 31, 2010 and 2009, and the consolidated results of their operations and their cash flows for the years then ended and for the period from the inception of the
exploration stage (August 12, 2002) through December 31, 2010 in conformity with U.S. generally accepted accounting principles.

/s/
Tanner LLC

Salt
Lake City, Utah
March 31, 2011

32

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Table of Contents

Mines Management, Inc. and Subsidiaries (An Exploration Stage Company)        CONSOLIDATED BALANCE SHEETS

December 31,2010

2009AssetsCURRENT ASSETS:Cash and cash equivalents

$
4,866,840

$
6,090,169Interest receivable


33,038


64,964Prepaid expenses and deposits


175,281


168,960Certificates of deposit


1,519,797


5,000,000Total current assets


6,594,956


11,324,093PROPERTY AND EQUIPMENT:Buildings and leasehold improvements


836,454


836,454Equipment


6,450,089


6,450,089Office equipment


330,356


320,0607,616,899


7,606,603Less accumulated depreciation


3,430,497


2,417,9214,186,402


5,188,682OTHER ASSETS:Certificates of deposit





1,481,307Available-for-sale securities


3,720,994


1,245,897Reclamation deposits


1,236,846


1,236,8464,957,840


3,964,050$
15,739,198

$
20,476,825Liabilities and Stockholders' EquityCURRENT LIABILITIES:Accounts payable

$
602,930

$
546,030Payroll and payroll taxes payable


20,423


18,446Warrant derivatives


2,076,242


1,017,844Total current liabilities


2,699,595


1,582,320LONG-TERM LIABILITIES:Asset retirement obligation


414,601


394,899Total liabilities


3,114,196


1,977,219COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' EQUITY:Preferred stockno par value, 10,000,000 shares authorized; -0- shares issued and outstanding





Common stock$0.001 par value, 100,000,000 shares authorized; 23,342,097 and 22,944,683 shares issued and outstanding, respectively


23,342


22,945Additional paid-in capital


69,228,130


66,908,698Accumulated deficit


(1,117,306
)

(1,117,306
)Deficit accumulated during the exploration stage


(57,403,645
)

(46,734,115
)Accumulated other comprehensive income (loss)


1,894,481


(580,616
)Total stockholders' equity


12,625,002


18,499,606$
15,739,198

$
20,476,825


See
accompanying notes to consolidated financial statements.

33

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Table of Contents

Mines Management, Inc. and Subsidiaries (An Exploration Stage Company)        CONSOLIDATED STATEMENTS OF OPERATIONS

From Inception
of Exploration
Stage
August 12, 2002
Through
December 31,
2010Years Ended December 31,2010

2009REVENUE:Royalties

$
16,839

$
13,245

$
100,431OPERATING EXPENSES:General and administrative


4,322,560


2,948,582


24,919,561Technical services and exploration


3,658,927


4,208,580


24,145,221Depreciation


1,022,413


1,022,902


3,444,280Legal, accounting, and consulting


542,632


786,439


3,701,916Fees, filing, and licenses


231,740


216,488


2,269,781Impairment of mineral properties








504,492Total operating expenses


9,778,272


9,182,991


58,985,251LOSS FROM OPERATIONS


(9,761,433
)

(9,169,746
)

(58,884,820
)OTHER INCOME (LOSS):Loss from warrant derivatives


(1,058,398
)

(541,463
)

(1,599,861
)Interest, net


150,301


331,222


3,081,036(908,097
)

(210,241
)

1,481,175NET LOSS

$
(10,669,530
)
$
(9,379,987
)
$
(57,403,645
)NET LOSS PER SHARE (basic and diluted)

$
(0.46
)
$
(0.41
)WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (basic and diluted)


23,114,812


22,857,340


See
accompanying notes to consolidated financial statements.

34

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Table of Contents

Mines Management, Inc. and Subsidiaries (An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FROM INCEPTION (AUGUST 12, 2002) THROUGH DECEMBER 31, 2010

Issuable
Common Stock





Deficit
Accumulated
During the
Exploration
StageCommon Stock





Accumulated
Other
Comprehensive
IncomeAdditional
Paid-in Capital

Accumulated
DeficitShares

Amount

Shares

Amount

TotalBALANCES, AUGUST 12, 2002 (Inception of exploration stage)


5,316,956

$
5,317


90,000

$
22,500

$
1,495,998

$
(1,117,306
)
$


$
846

$
407,355Issuable common stock issued


90,000


90


(90,000
)

(22,500
)

22,410











Common stock issued for cash


14,515,912


14,517








55,400,354











55,414,871Exercise of stock options and warrants


2,426,360


2,426








3,336,842











3,339,268Stock-based compensation


380,000


380








6,740,379











6,740,759Issuance of stock for Heidelberg shares


27,620


27








(27
)










Comprehensive loss:Adjustment to net unrealized gain on marketable securities























(1,625,578
)

(1,625,578
)Net loss




















(37,354,128
)




(37,354,128
)Comprehensive loss


























(38,979,706
)BALANCES, DECEMBER 31, 2008


22,756,848


22,757








66,995,956


(1,117,306
)

(37,354,128
)

(1,624,732
)

26,922,547Cumulative adjustment for warrant derivative














(476,381
)










(476,381
)Exercise of stock options and warrants


187,460


188








19,162











19,350Stock-based compensation














369,961











369,961Issuance of stock for Heidelberg shares


375























Comprehensive loss:Adjustment to net unrealized loss on marketable securities























1,044,116


1,044,116Net loss




















(9,379,987
)




(9,379,987
)Comprehensive loss


























(8,335,871
)BALANCES, DECEMBER 31, 2009


22,944,683


22,945








66,908,698


(1,117,306
)

(46,734,115
)

(580,616
)

18,499,606Exercise of stock options and warrants


397,247


397








494,656











495,053Stock-based compensation














1,824,776











1,824,776Issuance of stock for Heidelberg shares


167























Comprehensive loss:Adjustment to net unrealized gain on marketable securities























2,475,097


2,475,097Net loss




















(10,669,530
)




(10,669,530
)Comprehensive loss


























(8,194,433
)BALANCES, DECEMBER 31, 2010


23,342,097

$
23,342




$


$
69,228,130

$
(1,117,306
)
$
(57,403,645
)
$
1,894,481

$
12,625,002


See accompanying notes to consolidated financial statements.

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Table of Contents

Mines Management, Inc. and Subsidiaries (An Exploration Stage Company)        CONSOLIDATED STATEMENTS OF CASH FLOWS

From Inception of
Exploration Stage
August 12, 2002
Through
December 31,
2010Years Ended December 31,2010

2009Increase (Decrease) in Cash and Cash EquivalentsCASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(10,669,530
)
$
(9,379,987
)
$
(57,403,645
)Adjustments to reconcile net loss to net cash used in operating activities:Stock-based compensation


1,824,776


369,961


8,935,496Stock received for services








(11,165
)Depreciation


1,022,413


1,022,902


3,444,280Initial measurement of asset retirement obligation








344,187Accretion of asset retirement obligation


19,702


18,666


70,414Loss from warrant derivatives


1,058,398


541,463


1,599,861Impairment of mineral properties








504,492Changes in assets and liabilities:Interest receivable


31,926


58,040


(33,038
)Prepaid expenses and deposits


(6,321
)

(21,073
)

(235,692
)Accounts payable


56,900


(39,935
)

602,766Payroll and payroll taxes payable


1,977


(15,462
)

17,243Net cash used in operating activities


(6,659,759
)

(7,445,425
)

(42,164,801
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment


(20,133
)

(3,740
)

(7,664,268
)Proceeds from disposition of property and equipment








35,423Proceeds (purchase) of certificates of deposit


4,961,510


(112,944
)

(2,695,731
)Purchase of available-for-sale securities








(1,815,348
)Increase in mineral properties








(144,312
)Net cash provided by (used in) investing activities


4,941,377


(116,684
)

(12,284,236
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from (payment of) line of credit





(1,815,231
)

Proceeds from sale of common stock


495,053


19,350


59,268,542Net cash provided by (used in) financing activities


495,053


(1,795,881
)

59,268,542NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(1,223,329
)

(9,357,990
)

4,819,505CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


6,090,169


15,448,159


47,335CASH AND CASH EQUIVALENTS, END OF PERIOD

$
4,866,840

$
6,090,169

$
4,866,840SUPPLEMENTAL INFORMATION:Interest paid

$


$
45,242

$
65,768SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:Unrealized gains on available-for-sale securities

$
2,475,097

$
1,044,116

$
1,894,481


See accompanying notes to consolidated financial statements.

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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 in North America.

Summary of Significant Accounting Policies:

a.     Principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
("U.S. GAAP") and include the accounts of Mines Management, Inc., and its wholly-owned subsidiaries, Newhi, Inc., Montanore Minerals Corp. and Montmin Resources Corp. Intercompany
balances and transactions have been eliminated.

b.     Exploration Stage Enterprise

Since the Company is in the exploration stage of operation, the Company's financial statements are prepared in accordance with the provisions of the Financial
Accounting Standards Board(FASB)Accounting Standards Codification(ASC) 915 Development Stage Enterprises, as it devotes
substantially all of its efforts to acquiring and exploring mining interests that management believes
should eventually provide sufficient net profits to sustain the Company's existence. Until such interests are engaged in commercial production, the Company will continue to prepare its consolidated
financial statements and related disclosures in accordance with this standard.

Financial
statements issued by an exploration stage enterprise present financial position, changes in financial position, and results of operations in conformity with U.S. GAAP
applicable to established operating enterprises and include the following additional information: (1) cumulative net losses reported as "deficit accumulated during exploration stage" in the
stockholders' equity section of the consolidated balance sheets; (2) cumulative amounts from the inception of the exploration stage
included on the consolidated statements of operations, statements of cash flows, and statements of stockholders' equity.

c.     Cash and cash equivalents

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.

d.     Available for sale securities

Available for sale securities are recorded at fair value, with unrealized gains or losses recorded as a component of equity, unless a decline in value of the
security is considered other than temporary. Realized gains and losses and other than temporary impairments are recorded in the statement of operations.

e.     Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Buildings and leasehold improvements are depreciated on the straight-line
basis over an estimated useful life of 39 years. Plant and equipment and office equipment are generally depreciated on a straight-line basis over estimated useful lives ranging from
5 to 10 years. When assets are retired or sold, the costs and related

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Table of Contents

NOTE 1ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

allowances
for depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the statement of operations.

f.      Mining properties, exploration and development costs

All exploration expenditures, including costs to acquire stationary equipment for use in exploration activities that have no significant alternative future use,
are expensed as incurred. Significant property
acquisition payments for active exploration properties are capitalized, including payments to acquire mineral rights. 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. 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.

g.     Asset impairment

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 as the amount by which the carrying amount of the asset exceeds its fair value. Changes in significant assumptions underlying future cash flow estimates may have a
material effect on the Company's financial position and results of operations.

h.     Fair value measurements

The disclosures for the Company's financial assets and liabilities that are measured at fair value on a recurring basis include the inputs used to develop those
measurements and the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The three levels of the fair value hierarchy are as follows:



i.      Asset retirement obligations

A liability is recognized for the present value of estimated environmental remediation (asset retirement obligation), in the period in which the liability is
incurred if a reasonable estimate of fair value can be made. The offsetting balance is charged to expense as an exploration cost if the liability is incurred during the exploration stage of the
related mining project or as an asset if the related mining project is in production. Adjustments are made to the liability for changes resulting from passage of time and changes to either the timing
or amount of the original present value estimate underlying the obligation. The Company has an asset retirement obligation associated with its underground evaluation program at the Montanore Project,
described more fully in note 7.

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Table of Contents

NOTE 1ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

j.      Deferred Income Taxes

Deferred income tax is provided for differences between the basis 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. Uncertain tax positions are evaluated in a
two-step process, whereby (1) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and
(2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than fifty percent
likely to be realized upon ultimate settlement with the related tax authority would be recognized. If income tax related interest and penalties were to be assessed, the Company would charge interest
to interest expense, and penalties to general and administrative expense.

k.     Stock compensation

The Company measures and records the costs of employee services received in exchange for an award of equity instruments based on the grant-date fair
value of the award, recognized over the period during which an employee is required to provide services in exchange for such award. Compensation cost is recognized for awards granted and for awards
modified, repurchased or cancelled. At December 31, 2010, the Company had three stock option plans which are described more fully in note 10.

l.      Net loss per share

Basic loss per share is computed on the basis of the weighted average number of shares outstanding during the periods. Diluted loss per share is calculated on the
basis of the weighted average number of shares outstanding during the period plus the effect of potential dilutive shares during the period. Potential dilutive shares include outstanding stock options
and warrants. As of December 31, 2010 and 2009, potential dilutive shares were 7,449,483 and 6,876,874, respectively. For periods in which a net loss is reported, potential dilutive shares are
excluded because they are antidilutive. Therefore, basic loss per share is the same as diluted loss per share for the years ended December 31, 2010 and 2009.

m.    Reclassifications

Certain amounts in the prior-period financial statements have been reclassified for comparative purposes to conform to current period presentation with no
material effect on total assets, net loss, comprehensive income, accumulated deficit, or cash flows as previously reported.

n.     Assumptions and use of estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses
during the reporting period. Significant areas requiring the use of management assumptions and estimates relate to asset impairments, including long-lived assets and investments, asset
retirement obligations, and valuation of stock based compensation and warrant derivatives. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's
consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a

39

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Table of Contents

NOTE 1ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

material
effect on the reported amounts of the Company's consolidated financial position and results of operations.

o.     New accounting standards

In January 2010, the FASB issued Accounting Standards Update No. 2010-06 (ASU 2010-06), an update to ASC 820, "Fair Value
Measurements and Disclosures". This update provides new disclosures on fair value measurements as follows: (i) the amounts and reasons for significant transfers in and out of Levels 1
and 2 fair value measurements, and (ii) the activity in Level 3 fair value measurements, including information about purchases, sales, issuances, and settlements on a gross basis rather
than as one net number.

This
update also provides amendments that clarify existing disclosures required in ASC 820 as follows: (1) Fair value measurement disclosures for each class of assets and
liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. (2) Disclosures about valuation techniques and inputs used to measure
fair value for both recurring and nonrecurring fair value measurements are required for fair value measurements that fall in either Level 2 or Level 3.

The
new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures
about the activity in Level 3 fair value measurements which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Adoption
of this guidance has not had and is not expected to have a material impact on our consolidated financial statements.

In
March 2010, the FASB issued ASU No. 2010-11, an update to ASC 815, "Derivatives and Hedging". This update clarifies the type of embedded credit derivative that is
exempt from embedded derivative bifurcation requirements. Only an embedded credit derivative that is related to the subordination of one financial instrument to another qualifies for the exemption.
This guidance is effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. The adoption of this guidance effective with the interim
reporting period ending September 30, 2010 did not have a material effect on the Company's Financial Statements.

NOTE 2MINING PROPERTIES:

Montanore:

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. In December 2002, the Company received a quitclaim deed to all intellectual property connected with studies that
Noranda carried out on the project.

Advance and Iroquois:

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 62 acres of patented mineral and surface rights and 15 unpatented mining claims
containing 300 acres.

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Table of Contents

NOTE 3CERTIFICATES OF DEPOSIT:

The Company owns two certificates of deposit for a total of $1,519,797 and $1,481,307 as of December 31, 2010 and 2009, respectively. These investments mature in August 2011 and
bear interest at the rate of 2.57%. At December 31, 2009, the Company also owned a $5,000,000 certificate of deposit which matured and was renewed in June 2010. The certificate was cashed in
during November of 2010 without penalty for early withdrawal.

The
Company also has a certificate of deposit which is pledged as security for a letter of credit to the Montana Department of Environmental Quality as a reclamation guarantee for the
Montanore expansion evaluation program. This certificate of deposit is in the amount of $1,175,935 as of December 31, 2010 and 2009. It bears interest at the rate of 1.64% as of
December 31, 2010 and had a maturity date of January 3, 2011. This certificate of deposit renews automatically each year and is included with reclamation deposits on the Consolidated
Balance Sheets for the years ended December 31, 2010 and 2009. The certificate was renewed on January 3, 2011 in the amount of $1,175,934 bearing interest at the rate of 0.85% and
expires on January 3, 2012.

NOTE 4AVAILABLE-FOR-SALE SECURITIES:

Available-for-sale securities are comprised of common stocks which have been valued using quoted market prices in active markets. The following table summarizes
the Company's available-for-sale securities:

December 31,
2010

December 31,
2009Cost

$
1,826,513

$
1,826,513Unrealized Gains


1,894,481


14,080Unrealized Losses





(594,696
)Fair Market Value

$
3,720,994

$
1,245,897


NOTE 5FAIR VALUE MEASUREMENTS:

The following table summarizes the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2010 and 2009, and the
fair value calculation input hierarchy level determined to apply to each asset and liability category. Quoted market prices were used to determine the fair value of
available-for-sale securities. The Company's available-for-sale securities consist of common stock of
companies in the mining industry. See note 6 for further discussion on the fair value measurement technique used to value the warrant derivatives. The Company has no financial assets or
liabilities that are measured at fair value on a nonrecurring basis.

Balance at
December 31,
2010

Balance at
December 31,
2009

Input
Hierarchy
LevelAssets:Available-for-sale securities

$
3,720,994

$
1,245,897

Level 1Liabilities:Warrant derivatives

$
2,076,242

$
1,017,844

Level 3Asset retirement obligation

$
414,601

$
394,899

Level 3


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Table of Contents

NOTE 5FAIR VALUE MEASUREMENTS: (Continued)

The
following table presents the fair value reconciliation of Level 3 liabilities measured at fair value during the year ended December 31, 2010:

Warrant
Derivatives

Asset
Retirement
ObligationBalance January 1, 2010

$
1,017,844

$
394,899Accretion expense





19,702Loss on derivatives


1,058,398


Balance December 31, 2010

$
2,076,242

$
414,601


NOTE 6WARRANT DERIVATIVES

Some of the Company's issued and outstanding common share purchase warrants which have exercise price reset features qualify for treatment as a derivative liability. These common share
purchase warrants were initially issued in connection with the Company's issuance of common shares in 2004 and 2005 and were not issued with the intent of effectively hedging any future cash flow,
fair value of any asset, liability or any net investment in a foreign operation. The warrants do not qualify for hedge accounting, and as such, all future changes in the fair value of these warrants
will be recognized currently in earnings until such time as the warrants are exercised or expire. The common share purchase warrants issued in 2004 expired on June 10, 2010. The Company
reported losses from the change in fair value of the warrants of $1,058,398 and $541,463 in the Consolidated Statements of Operations for the years ended December 31, 2010 and 2009,
respectively.

These
common share purchase warrants do not trade in an active securities market, and as such, we estimate the fair value of these warrants using the Black-Scholes option pricing model
using the following assumptions:

December 31,
2010

December 31,
2009Weighted average risk-free interest rate


0.29
%

0.39
%Weighted average volatility


75.02
%

97.64
%Expected dividend yield





Weighted average expected life (in years)


0.8


0.7


Expected
volatility is based primarily on historical volatility. Historical volatility was computed using weekly pricing observations for recent periods. The Company believes this method
produces an estimate that is representative of its expectations of future volatility over the expected term of these warrants. The Company currently has no reason to believe future volatility over the
expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining term of the warrants. The risk-free
interest rate is based on one-year U.S. Treasury securities.

NOTE 7ASSET RETIREMENT OBLIGATIONS:

The Company has an asset retirement obligation ("ARO") associated with its underground evaluation program at the Montanore Project. The ARO resulted from the reclamation and remediation
requirements of the Montana Department of Environmental Quality as outlined in the Company's permit to carry out the evaluation program.

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Table of Contents

NOTE 7ASSET RETIREMENT OBLIGATIONS: (Continued)

Estimated
reclamation costs were discounted using a credit adjusted risk-free interest rate of 4.78% from the time the Company expects to pay the retirement obligation to the
time it incurred the obligation, which is estimated at 25 years. The following table summarizes activity in the Company's ARO.

Year Ended
December 31,
2010

Year Ended
December 31,
2009Balance January 1,

$
394,899

$
376,233Accretion expense


19,702


18,666Balance December 31,

$
414,601

$
394,899


The
Company has a certificate of deposit which is pledged as security for a Letter of Credit to the Montana Department of Environmental Quality as a reclamation guarantee for the
Montanore expansion evaluation program which is discussed further in note 3.

NOTE 8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 $250,000. The Company's total
uninsured bank deposit balance totals approximately $7,363,000 as of December 31, 2010. To date, the Company has not experienced a material loss or lack of access to its invested cash or cash
equivalents; however, no
assurance can be provided that access to the Company's invested cash and cash equivalents will not be impacted by adverse conditions in the financial markets.

NOTE 9STOCKHOLDERS' EQUITY:

Common Shares:

In 2004, the Company sold 1,285,000 common shares at a price of $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. The exercise price
was reduced three times during the term of the warrants in accordance with the anti-dilution provisions of the 2004 warrant agreement. In January of 2009, the Company extended the
expiration date of the outstanding warrants to February 10, 2010. In February 2010, the Company extended the expiration date to June 10, 2010 and reduced the exercise price to $2.56 per
share. No further extensions were granted and the warrants are now expired. Cumulative warrants exercised relating to this issue were 148,750.

In
October 2005 (the "2005 Transaction"), the Company sold 1,016,667 common shares at a price of $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 date of issuance (the "2005 Warrants"). The Company paid a cash finder's fee of 7% of the gross purchase
price received in the offering as well as 3.75% warrant compensation to the finder, (or warrants to purchase 228,750 shares which are included in the total 737,084 warrants granted). In accordance
with the anti-dilution provisions of the 2005 warrant agreement, the exercise price of the warrants has been reduced three times and the number of common shares issuable upon exercise has
increased during the term of the warrants. Most recently, in February 2010, the exercise price of these warrants was reduced to $2.56 per share, and the number of shares purchasable on exercise was
increased to 2,375,369, subject to the

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Table of Contents

NOTE 9STOCKHOLDERS' EQUITY: (Continued)

limitation
set forth in footnote (1) below. In October 2010, the Company extended the expiration date to October 20, 2011. Cumulative warrants exercised relating to this issue were
168,185 and -0- at December 31, 2010 and 2009, respectively. An additional 101,435 warrants were exercised subsequent to December 31, 2010.

On
April 20, 2007 the Company completed a public offering of 6,000,000 units at a price of $5.00 per unit. 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 Toronto Stock Exchange 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. To date, no warrants related to this offering have been exercised.

On
November 2, 2007 the Company sold 2,500,000 common shares at a price of $4.00 per share in a private placement to one investor. In connection with the stock sale, the Company
entered into a Right of First Refusal agreement (the "ROFR") which grants a twenty-year right of first proposal and a right to match third-party proposals, to purchase all or any portion
of silver mined, produced or recovered by the Company in the State of Montana. The ROFR does not apply to trade sales and spot sales in the ordinary course of business or forward sales, in each case,
for which no upfront payment is received by the Company.

The
following table summarizes exercise prices and expiration dates of outstanding common stock purchase warrants as of December 31, 2010.

As of December 31, 2010Number of
Warrants

Exercise Price

Expiration Date2,207,183
(1)
$
2.56

October 20, 20113,418,300

$
5.75

April 20, 20125,625,483


(1)Pursuant
to the terms of the 2005 Warrants and the rules of the NYSE Amex Equities exchange, the Company is prohibited from issuing in connection with the
2005 Transaction a number of common shares and common shares issuable on exercise of the 2005 Warrants that exceeds 19.999% of the number of issued and outstanding common shares immediately prior to
the 2005 Transaction without obtaining stockholder approval. The number of issued and outstanding shares prior to the issuance of the 2005 Warrants was 11,360,058, permitting issuance of up to an
aggregate of 2,271,900 common shares in connection with the 2005 Transaction. 1,016,677 common shares were issued as part of the units sold in the 2005 Transaction. Accordingly, no more than 1,255,223
common shares may be issued on exercise of the 2005 Warrants unless the Company obtains shareholder approval for the issuance of such additional shares. At December 31, 2010, an aggregate of
168,185 of the 2005 Warrants had been exercised. Because the number of common shares currently issuable upon exercise of the 2005 Warrants exceeds the 1,255,223 issuable maximum under the 19.999%
limitation, each holder of a 2005 Warrant shall only be permitted to exercise its pro rata share of such issuable maximum as calculated under the terms of the 2005 Warrants.


44

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Table of Contents

NOTE 9STOCKHOLDERS' EQUITY: (Continued)

Preferred Shares:

The Company has authorized 10,000,000 shares of no par value preferred stock. Through December 31, 2010, the Company had not
issued any preferred stock.

NOTE 10STOCK OPTIONS:

The Company has three equity incentive plans: the 2003 Stock Option Plan (which includes both qualified and nonqualified options), the 2003 Consultant Stock Compensation Plan, and the
2007 Equity Incentive Plan. Under the 2003 Stock Option Plan and Consultant Stock Compensation Plan, the Company may grant options to purchase up to 3,000,000 shares and 700,000 shares of common
stock, respectively. The shares are issued from the Company's authorized and unissued common stock upon exercise. 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. The vesting schedule of the options granted under
both plans is at the discretion of the Board of Directors.

Under
the 2007 Equity Incentive Plan (the "2007 Plan"), which provides for the issuance of both qualified and nonqualified stock options and restricted shares to directors, employees and
consultants of the Company, the Company may issue up to 3,000,000 shares of the Company's authorized but unissued common stock. Repricing of stock options is permitted under the terms of the 2007 Plan
as approved by stockholders. Effective January 1, 2010, the Company terminated its policy of re-pricing stock options when the market price of the stock was $1.00 below the exercise
price of the outstanding option. The Company may still consider repricing stock options in the event of significant and sustained adverse market conditions or other extraordinary events. Repriced
stock options have the same vesting schedule and expiration date as the original options. There were no stock options repriced during 2010 or 2009.

A
summary of the option activity under the Plans as of December 31, 2010, and changes during the year then ended, is presented below:

Number of
Options

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
ValueOutstanding at January 1, 2010


1,666,000

$
1.39Granted


1,293,000

$
2.21Exercised


(358,000
)
$
1.39Forfeited or expired


(97,000
)
$
3.11Outstanding at December 31, 2010


2,504,000

$
1.74


3.47

$
7,368,180Exercisable at December 31, 2010


1,824,000

$
1.69


3.02

$
4,546,980


The
fair value for each option award is estimated at the date of grant using the Black-Scholes option-pricing model using the assumptions noted in the following table. Volatility for the
years presented is based on the historical volatility of the Company's common stock over the expected life of the option. The risk-free rate for periods within the expected term of the
option is based on the U.S.

45

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Table of Contents

NOTE 10STOCK OPTIONS: (Continued)

Treasury
yield curve in effect at the time of the grant. The Company does not foresee the payment of dividends in the near term.

Years Ended
December 31,2010

2009Weighted average risk-free interest rate


1.22
%

1.44
%Weighted average volatility


98.96
%

96.18
%Expected dividend yield





Weighted average expected life (in years)


3.5


3.6Weighted average grant-date fair value


1.45


1.17


During
the years ended December 31, 2010 and 2009, there were 358,000, and 609,000 options exercised with a weighted average exercise price of $1.39 and $1.29, respectively. The
total intrinsic value of the options exercised during the years ended December 31, 2010 and 2009 was $437,845 and $167,547, respectively.

A
summary of the status of the Company's nonvested options as of December 31, 2010 and changes during the year then ended, is presented below:

Number of
Options

Weighted-
Average
Grant-Date
Fair ValueNonvested at January 1, 2010


90,000

$
1.01Granted


600,000

$
1.14Vested


(10,000
)
$
1.17Nonvested at December 31, 2010


680,000

$
1.12


As
of December 31, 2010, there was $52,043 of unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plans. That cost is
expected to be recognized over a weighted-average period of less than one year.

Total
compensation costs recognized for stock-based employee compensation awards was $1,824,776 and $369,961 for the years ended December 31, 2010 and 2009, respectively. These
costs were included in general and administrative and technical services expenses on the Statement of Operations. There were no costs recognized for stock-based compensation awards for services
performed by outside parties for the years ended December 31, 2010 and 2009. Cash received from options exercised under all share-based payment arrangements for the years ended
December 31, 2010 and 2009 was $64,500 and $19,350, respectively.

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NOTE 11DEFERRED INCOME TAX:

At December 31, 2010 and 2009, the Company had net deferred tax assets that were fully reserved by valuation allowances. Following are the components of such assets and
allowances:

Years Ended December 31,2010

2009Deferred tax assets:Net operating loss carryforwards

$
16,240,000

$
13,550,000Stock-based compensation


710,000


590,000Property, plant and equipment


1,250,000


1,250,000Asset retirement obligation


140,000


140,000Warrant derivatives


540,000


180,000Total deferred tax assets


18,880,000


15,710,000Deferred tax liabilities:Property, plant and equipment


620,000


570,000Net deferred tax asset before valuation allowance


18,260,000


15,140,000Less valuation allowance


(18,260,000
)

(15,140,000
)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 years ended December 31, 2010 and 2009 relate only to corresponding changes in deferred tax assets for those periods.

At
December 31, 2010, the Company had federal tax-basis net operating loss carryforwards totaling approximately $47,770,000 which will expire in various amounts from
2011 through 2030. The Company is subject to examination of its income tax filings in the United States and various state jurisdictions for the 2007 through 2010 tax years. Within each of these
jurisdictions the Company has examined its material tax positions and determined that they would more likely than not be sustained.

NOTE 12COMMITMENTS:

Operating Leases:

The Company leases office space and equipment. The following is a schedule by years of future minimum rental payments required under
operating leases that have initial or remaining noncancelable lease terms in excess of one year as of December 31, 2010.

Year ending December 31:2011

$
48,0002012


47,0002013


47,0002014


48,5002015


50,000Thereafter


8,500Total minimum payments required

$
249,000


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NOTE 12COMMITMENTS: (Continued)

Employment Agreements:

The Company has employment agreements with certain executives. The agreements include a provision for severance pay equal to a multiple
of each executive's salary. To
receive severance, termination must be without cause and cannot be a result of death or disability. Additionally, severance must be paid if the executive resigns for good reason within one year
following a change in control of the Company. As of March 31, 2011, the potential aggregate liability for severance pay under the agreements is $2,000,000.

Royalties on Patented Mining Claims:

Two of the Company's patented mining claims, which cover the Montanore deposit, are burdened by a production payment obligation of
$0.20 per ton of ore extracted and milled therefrom. The calculation and timing of the production payment are specifically defined by a Purchase and Sale Agreement.

NOTE 13SUBSEQUENT EVENTS:

On March 8, 2011, the Company completed a public offering of 4,800,000 shares of common stock at a price of $3.15 per share, resulting in gross proceeds of $15,120,000
($14,364,000 net proceeds after deducting underwriting commissions but before deducting offering expenses and the underwriter's corporate finance fee). The underwriters were granted an
over-allotment option to purchase an additional 720,000 shares exercisable for a period of 30 days following the closing.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.    CONTROLS AND PROCEDURES.



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports
that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time period specified in the rules and
forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Company's management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required financial disclosure.

The
management of the Company, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the
Company's disclosure controls and procedures, pursuant to Exchange Act Rules 13a-15(e) or 15d-15(e) as of the end of the period covered by this report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.



The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed 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 and includes those policies and procedures
that:



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management
has assessed the effectiveness of its internal control over financial reporting as of December 31, 2010. In making its assessment of the effectiveness of internal
control over financial reporting, management used the criteria described in "Internal ControlIntegrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway
Commission.

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Based
on its assessment using those criteria, management concluded that Mines Management maintained effective internal control over financial reporting as of December 31, 2010.



There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required
by paragraph (d) of Exchange Act Rules 13a-15 that occurred during the year ended December 31, 2010 that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION.

None.

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Table of Contents

PART III

In accordance with General Instruction G(3), the information required by Part III is hereby incorporated by reference
from our proxy statement for our 2011 annual shareholders' meeting to be filed pursuant to Regulation 14A (the "2011 Proxy Statement") not later than 120 days after the end of the fiscal
year covered by this Annual Report on Form 10-K.

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Information relating to this item will be included in the 2011 Proxy Statement and is incorporated by reference in this Annual Report
on Form 10-K.

ITEM 11.    EXECUTIVE COMPENSATION.

Information relating to this item will be included in the 2011 Proxy Statement and is incorporated by reference in this Annual Report
on Form 10-K.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Information relating to this item will be included in the 2011 Proxy Statement and is incorporated by reference in this Annual Report
on Form 10-K.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Information relating to this item will be included in the 2011 Proxy Statement and is incorporated by reference in this Annual Report
on Form 10-K.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES.

Information relating to this item will be included in the 2011 Proxy Statement and is incorporated by reference in this Annual Report
on Form 10-K.

PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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EXHIBITS

Exhibit
Number

Description of Exhibits1.1

Underwriting Agreement dated March 3, 2011 between Mines Management, Inc. and Roth Capital Partners, LLC.(17)3.1

Articles of Incorporation of Mines Management, Inc., as amended.(1)(2)3.2

Articles of Amendment to the Articles of Incorporation of Mines Management, Inc.(3)3.3

Bylaws of Mines Management, Inc.(4)3.4

First Amendment to Bylaws of Mines Management, Inc.(5)4.1

Specimen of Certificate of Common Stock, par value $0.001(6)4.2

Securities Purchase Agreement dated October 21, 2005(7)4.3

Form of Warrant issued pursuant to the Securities Purchase Agreement.(7)4.4

Registration Rights Agreement dated October 21, 2005(7)4.5

Warrant Agreement dated April 16, 2007 between Mines Management, Inc. and Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A.(8)4.6

Subscription Agreement dated November 2, 2007 between Mines Management, Inc. and Silver Wheaton Corp.(9)4.7

Registration Rights Agreement dated November 2, 2007 between Mines Management, Inc. and Silver Wheaton Corp.(9)4.8

Amendment No. 1 to Registration Rights Agreement dated March 12, 2008 between Mines Management, Inc. and Silver Wheaton Corp.(10)10.1

Right of First Refusal Agreement dated November 2, 2007 between Mines Management, Inc. and Silver Wheaton Corp.(9)10.2

Employment Agreement dated August 7, 2007 between Mines Management, Inc. and Douglas Dobbs.(11)10.3

Employment Agreement dated August 7, 2007 between Mines Management, Inc. and Glenn M. Dobbs.(11)10.4

Employment Agreement dated August 7, 2007 between Mines Management, Inc. and James H. Moore.(11)10.5

Mines Management, Inc., 2003 Stock Option Plan, as amended.(12)(13)10.6

Mines Management, Inc., 2003 Consultant Stock Compensation Plan, as amended.(12)(13)10.7

Mines Management, Inc. 2007 Equity Incentive Plan.(14)10.8

Rights Agreement, dated June 18, 2009, between Mines Management, Inc. and Computershare Trust Company, N.A.(15)14

Code of Ethics.(16)21

Subsidiaries of the Registrant.*23.1

Consent of Tanner LLC.*23.2

Consent of Mine Development Associates, Inc.*


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Exhibit
Number

Description of Exhibits23.3

Consent of Mine and Quarry Engineering Services, Inc.*31.1

Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14(a) and Rule 15d-14(a)(Section 302 of the Sarbanes-Oxley Act of 2002).*31.2

Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14(a) and Rule 15d-14(a)(Section 302 of the Sarbanes-Oxley Act of 2002).*32.1

Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).*32.2

Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).*


*Filed
herewith.(1)Incorporated
by reference to Form 10SB12G filed November 12, 1998.(2)Incorporated
by reference to Form 10-Q filed August 12, 2005.(3)Incorporated
by reference to Form 8-K filed June 19, 2009.(4)Incorporated
by reference to Form 10SB12G filed November 12, 1998.(5)Incorporated
by reference to Form 8-K filed April 21, 2009.(6)Incorporated
by reference to Form S-3 filed June 12, 2006.(7)Incorporated
by reference to Form 8-K filed October 24, 2005.(8)Incorporated
by reference to Form 8-K filed April 20, 2007.(9)Incorporated
by reference to Form 10-Q filed November 8, 2007.(10)Incorporated
by reference to Form 10-K filed March 17, 2008.(11)Incorporated
by reference to Form 10-Q filed August 9, 2007.(12)Incorporated
by reference to Form S-8 filed April 24, 2003.(13)Incorporated
by reference to Form S-8 filed June 10, 2005.(14)Incorporated
by reference to Proxy Statement of Schedule 14A filed April 21, 2008.(15)Incorporated
by reference to Form 8-K filed June 19, 2009.(16)Incorporated
by reference to Form 8-K filed December 8, 2008.(17)Incorporated
by reference to Form 8-K filed March 3, 2011.


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed March 31, 2011 on its behalf by the undersigned, thereunto duly authorized.

MINES MANAGEMENT, INC.
RegistrantBy:

/s/ GLENN M. DOBBSBy: Glenn M. Dobbs President and Chief Executive Officer


Pursuant
to the requirements of the Securities Act of 1934, this Report has been signed by the following persons on behalf of the Registrant, in the capacities and on the dates
indicated.

Signature

Title

Date/s/ GLENN M. DOBBS Glenn M. Dobbs

President, Chief Executive Officer and Director (Principal Executive Officer)

March 31, 2011/s/ ROY G. FRANKLIN Roy G. Franklin

Director

March 31, 2011/s/ ROBERT L. RUSSELL Robert L. Russell

Director

March 31, 2011/s/ JERRY POGUE Jerry Pogue

Director

March 31, 2011/s/ RUSSELL C. BABCOCK Russell C. Babcock

Director

March 31, 2011/s/ JAMES H. MOORE James H. Moore

Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

March 31, 2011


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EXHIBIT INDEX

Exhibit
Number

Description of Exhibits1.1

Underwriting Agreement dated March 3, 2011 between Mines Management, Inc. and Roth Capital Partners, LLC.(17)3.1

Articles of Incorporation of Mines Management, Inc., as amended.(1)(2)3.2

Articles of Amendment to the Articles of Incorporation of Mines Management, Inc.(3)3.3

Bylaws of Mines Management, Inc.(4)3.4

First Amendment to Bylaws of Mines Management, Inc.(5)4.1

Specimen of Certificate of Common Stock, par value $0.001(6)4.2

Securities Purchase Agreement dated October 21, 2005(7)4.3

Form of Warrant issued pursuant to the Securities Purchase Agreement.(7)4.4

Registration Rights Agreement dated October 21, 2005(7)4.5

Warrant Agreement dated April 16, 2007 between Mines Management, Inc. and Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A.(8)4.6

Subscription Agreement dated November 2, 2007 between Mines Management, Inc. and Silver Wheaton Corp.(9)4.7

Registration Rights Agreement dated November 2, 2007 between Mines Management, Inc. and Silver Wheaton Corp.(9)4.8

Amendment No. 1 to Registration Rights Agreement dated March 12, 2008 between Mines Management, Inc. and Silver Wheaton Corp.(10)10.1

Right of First Refusal Agreement dated November 2, 2007 between Mines Management, Inc. and Silver Wheaton Corp.(9)10.2

Employment Agreement dated August 7, 2007 between Mines Management, Inc. and Douglas Dobbs.(11)10.3

Employment Agreement dated August 7, 2007 between Mines Management, Inc. and Glenn M. Dobbs.(11)10.4

Employment Agreement dated August 7, 2007 between Mines Management, Inc. and James H. Moore.(11)10.5

Mines Management, Inc., 2003 Stock Option Plan, as amended.(12)(13)10.6

Mines Management, Inc., 2003 Consultant Stock Compensation Plan, as amended.(12)(13)10.7

Mines Management, Inc. 2007 Equity Incentive Plan.(14)10.8

Rights Agreement, dated June 18, 2009, between Mines Management, Inc. and Computershare Trust Company, N.A.(15)14

Code of Ethics.(16)21

Subsidiaries of the Registrant.*23.1

Consent of Tanner LLC.*23.2

Consent of Mine Development Associates, Inc.*23.3

Consent of Mine and Quarry Engineering Services, Inc.*


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Table of Contents

Exhibit
Number

Description of Exhibits31.1

Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14(a) and Rule 15d-14(a)(Section 302 of the Sarbanes-Oxley Act of 2002).*31.2

Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14(a) and Rule 15d-14(a)(Section 302 of the Sarbanes-Oxley Act of 2002).*32.1

Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).*32.2

Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).*


*Filed
herewith.(1)Incorporated
by reference to Form 10SB12G filed November 12, 1998.(2)Incorporated
by reference to Form 10-Q filed August 12, 2005.(3)Incorporated
by reference to Form 8-K filed June 19, 2009.(4)Incorporated
by reference to Form 10SB12G filed November 12, 1998.(5)Incorporated
by reference to Form 8-K filed April 21, 2009.(6)Incorporated
by reference to Form S-3 filed June 12, 2006.(7)Incorporated
by reference to Form 8-K filed October 24, 2005.(8)Incorporated
by reference to Form 8-K filed April 20, 2007.(9)Incorporated
by reference to Form 10-Q filed November 8, 2007.(10)Incorporated
by reference to Form 10-K filed March 17, 2008.(11)Incorporated
by reference to Form 10-Q filed August 9, 2007.(12)Incorporated
by reference to Form S-8 filed April 24, 2003.(13)Incorporated
by reference to Form S-8 filed June 10, 2005.(14)Incorporated
by reference to Proxy Statement of Schedule 14A filed April 21, 2008.(15)Incorporated
by reference to Form 8-K filed June 19, 2009.(16)Incorporated
by reference to Form 8-K filed December 8, 2008.(17)Incorporated
by reference to Form 8-K filed March 3, 2011.


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