Timberline Resources Corporation (OTCMKTS:TLRS) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02

Termination of a Material Definitive Agreement

On March 12, 2015, Timberline Resources Corporation (the “Company”, “Timberline” or the “Registrant”) entered into a property option agreement (the “Option Agreement”) by and among the Company and Talapoosa Development Corp., as buyers, and American Gold Capital US Inc., Gunpoint Exploration US Ltd. and Gunpoint Exploration Ltd. (“Gunpoint”), as sellers, to which the sellers granted the Company an exclusive and irrevocable option (the “Option”) to purchase a 50% interest in and to the sellers’ Talapoosa project (the “Project”), as more fully described in the Company’s Current Report on Form 8-K filed with the Commission on March 17, 2015, which is incorporated herein by reference.

On October 19, 2016, the Company and the sellers amended the Option Agreement to revise certain of the payment terms of the Option, including among other payment requirements, the requirement that on March 31, 2018, the Company pay to the sellers U.S.$2,000,000 in cash and issue one million shares of the Company’s common stock to the sellers, as more fully described in the Company’s Current Report on Form 8-K filed with the Commission on November 17, 2016, which is incorporated herein by reference

On March 31, 2018, the Company did not make the required payment of U.S.$2,000,000 to the sellers or issue the one million shares of common stock to the sellers. As a result, to the terms of the Option Agreement, as amended, the Option Agreement terminated at 11:59 pm Coeur D’Alene time on March 31, 2018. As a result of the termination of the Option Agreement, ownership of the Project reverted back to the sellers and the Company retains no interest in the Project.

American Gold Capital US Inc., a subsidiary of Gunpoint, currently holds 3,000,000 shares of common stock of the Company, representing approximately 8.3% of the Company’s issued and outstanding shares as of the date of this report.

Item 7.01 Regulation FD Disclosure.

On April 3, 2018, the Company issued a press release entitled “Timberline Resources Re-initiates Eureka Project Exploration and Relinquishes Talapoosa Property Option”.

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release 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 April 3, 2018*

*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.htm NEWS RELEASE Timberline Resources EXHIBIT 99.1 FOR IMMEDIATE RELEASE Timberline Resources Re-initiates Eureka Project Exploration and Relinquishes Talapoosa Property Option 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.