Timberline Resources Corporation (OTCMKTS:TLRS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement

On May 23, 2018, Timberline Resources Corp. (the “Company”) entered into a purchase and sale agreement with Americas Gold Exploration, Inc. (“AGEI”) dated May 23, 2018 (the “Agreement”) to which the Company acquired ownership interests in two Nevada gold-copper mineral properties located in the Battle Mountain mining district (the “Properties”).

The acquisition includes the right to earn into existing joint venture agreements with McEwen Mining Inc. (“McEwen”) at the Elder Creek Project (the “Elder Creek Joint Venture”), and with Lac Minerals (USA) LLC, a wholly owned subsidiary of Barrick Gold Corporation (“LAC”) at the Paiute Project (the “Paiute Joint Venture”).

As consideration for the acquisition of the Properties, the Company issued to AEGI ten million shares of the Company’s common stock (the “Consideration Shares”) and five million non-transferrable share purchase warrants, with each warrant exercisable to acquire one share of the Company’s common stock for US$0.24 for a period of three years (the “Consideration Warrants”). In addition, the Company will deliver to AGEI, subject to any required regulatory approval, an additional 5,000,000 common stock purchase warrants with the same terms and in the same form as the Consideration Warrants if and when the earlier of the following occurs: (i) Timberline enters into an arrangement with a funding partner for the advancement of the Elder Creek Joint Venture, or (ii) Timberline has met the 2018 work commitment of $500,000 under the Elk Creek Joint Venture Agreement (the “Additional Consideration Warrants”).

Upon closing the acquisition of these property interests, the Company will become the operator and manager of both of the Elder Creek Joint Venture and the Paiute Joint Venture. In addition, to the Agreement, Mr. Don McDowell will become a Vice President of Timberline, and AGEI will have the right to appoint two new directors to the Corporation’s Board of Directors.

The Agreement contains representations and warranties of AEGI related to the Properties, the sale to the Company and the receipt of the Consideration Shares, Consideration Warrants and the Additional Consideration Warrants under applicable securities laws and of the Company related to corporate matters and the issuance of the Consideration Shares, Consideration Warrants and the Additional Consideration Warrants. The Agreement contains customary closing conditions including receipt of all necessary regulatory approvals and third party consents. Closing of the acquisition will be as soon as possible following satisfaction of all closing conditions.

The Agreement can be terminated by each party prior to closing if there is a material breach of the obligations of the other party under the Agreement which remains uncured for 10 days, the closing has not occurred within 90 days of May 23, 2018, McEwen exercises its right of first refusal in relation to the sale of the interests in the Elder Creek Joint Venture or LAC exercises its preemptive right to purchase the interests in the Paiute Joint Venture.

Item 7.01 Regulation FD Disclosure.

On May 24, 2018, the Company issued a press release entitled “Timberline Resources Signs Definitive Agreement to Acquire Battle Mountain Gold-Copper Property Interests”.

On May 24, 2018, the Company issued a press release entitled “Timberline Resources Announces Gold Assay Results for the Paiute Project, Battle Mountain District, Nevada”

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press releases attached hereto is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release of Timberline Resources Corporation dated May 24, 2018 regarding the Agreement *

99.2

Press Release of Timberline Resources Corporation dated May 24, 2018 regarding Paiute Project assay results*

*The foregoing exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC to Regulation FD.

Timberline Resources Corp Exhibit
EX-99 2 ex99-1.htm PRESS RELEASE Timberline Resources EXHIBIT 99.1 FOR IMMEDIATE RELEASE Timberline Resources Signs Definitive Agreement to Acquire Battle Mountain Gold-Copper Property Interests Coeur d’Alene,…
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About Timberline Resources Corporation (OTCMKTS:TLRS)

Timberline Resources Corporation is an exploration-stage company. The Company is engaged in mineral exploration business. The Company holds interests in mineral prospects for exploration in Nevada and Montana mainly for target commodities of gold and silver. The Company’s property, Eureka (Battle Mountain/Eureka Trend), has an area of approximately 16,000 acres. The Eureka property is located in the southern part of the Eureka mining district of Eureka County, Nevada. Its ICBM Joint Venture Project (Timberline/Barrick) is located in the Battle Mountain Mining District, Lander County, Nevada. Seven Troughs is an epithermal gold district. The Company’s properties comprise approximately five epithermal gold targets, of which over four are in western and northern Nevada and approximately one is in northeast California; over three Carlin-type gold prospects within the Battle Mountain-Eureka and Carlin gold trends in Nevada; and approximately one gold-bearing skarn in central Nevada.