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 July 30, 2018, Timberline Resources Corporation (the “Registrant”) entered into a binding commitment letter (the “Loan Agreement”) and promissory note (the “Note”) with William Matlack (“Lender”). The following describes the material terms of the Note.

Under the Loan Agreement, the Lender will agreed to purchase from the Registrant the principal amount of US$300,000 (the “Principal Sum”) of senior unsecured notes (the “Notes”), with the Principal Sum bearing interest at an annual rate of 18%, compounded monthly. The loan is unsecured and the Principal Amount and accrued interest will become due for repayment on January 20, 2020, but may be repaid early without penalty. The Lender is an arm’s length party to the Company. Amounts drawn under the Loan Agreement will be used for exploration expenditures, annual property holding costs, and working capital requirements of the Company.

to the terms of the Loan Agreement, the Company will issue to the Lender that number of non-transferrable common share purchase warrants of the Company (the “Warrants”) that is equal to 50% warrant coverage of the Principal Sum, determined by dividing the Principal Sum by the Company’s last closing share price on the TSX Venture Exchange (“TSX-V”) converted to U.S. dollars prior to the effective date of the Loan Agreement. The Warrants will contain a provision restricting their exercise in the event any such exercise would cause the Lender to own 10% or more of the outstanding commons shares of the Registrant.

Item 2.03 Creation of a Direct Financial Obligation.

to the Note, the Registrant has agreed to repay Lender the unpaid principal amount of the draws made under the Note up to a maximum principal amount of US$300,000, together with accrued interest thereon.

The description of the Note contained in Item 1.01 hereof, is hereby incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

to the terms of the Loan Agreement, the Company will issue 3,265,500 non-transferrable common share purchase warrants, with each warrant being exercisable for one share of common stock of the Company at an exercise price of $0.09 per share for a term of 18 months. The warrants were issued as additional consideration for the Lender entering into the Loan Agreement. The warrants were issued to Section 4(a)(2) of the Securities Act of 1933, as amended, based on the representations of the Lender to the Company in the Loan Agreement.

Item 7.01 Regulation FD Disclosure.

On July 30, 2018, the Company issued a press release titled, “Timberline Resources Announces Loan Agreement”. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form8-K, the information in this Item 7.01, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section18 of the Exchange Act, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release of Timberline Resources Corporation dated July 30, 2018.*

* Furnished to, not filed with, the SEC to Item 7.01 above.

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

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release of Timberline Resources Corporation dated July 30, 2018.*

* Furnished to, not filed with, the SEC
Timberline Resources Corp Exhibit
EX-99 2 ex99-1.htm PRESS RELEASE Timberline Resources Corp. EXHIBIT 99.1 FOR IMMEDIATE RELEASE Timberline Resources Announces Loan Agreement 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.