Timberline Resources Corporation (OTCMKTS:TLRS) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02

Unregistered Sales of Equity Securities

On November 6, 2017, Timberline Resources Corporation (“Timberline” or the “Company”) closed the sale of the first tranche of a private placement offering of Units of the Company at a price of US$0.30 per Unit.. Each Unit consists of one share of common stock of the Company and one common share purchase warrant (each a “Warrant”), with each Warrant exercisable to acquire an additional share of common stock of the Company at a price of US$0.45 per share until Oct 31, 2022.

In the first tranche of the Offering that closed on November 6, 2017, accredited investors subscribed for 2,290,867 Units on a private placement basis at a price of US$0.30 per unit for total proceeds of US$687,260.10. As a result, 2,290,867 shares of common stock of the Company and 2,290,867 Warrants were issued and 2,290,867 shares of common stock were reserved for issuance to Warrant exercises. The Offering is anticipated to total up to 5 million Units for a total of US$1,500,000 and is expected to close in November 2017, subject to the satisfaction of certain regulatory requirements.

The Units were offered and sold solely to persons who qualify as “accredited investors” as defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”) to Rule 506(b) under the Securities Act based on documentation and representations provided by the investors to the Company reasonably confirming their status as accredited investors.

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure.

On November 7, 2017, the Company issued a press release entitled “Timberline Resources Closes First Tranche of Private Placement Financing”. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

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 November 7, 2017.*

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

.

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 November 7, 2017.*

*The foregoing exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC
Timberline Resources Corp Exhibit
EX-99 2 ex99.htm PRESS RELEASE Timberline Resources Corp. EXHIBIT 99.1 FOR IMMEDIATE RELEASE Timberline Resources Closes First Tranche of Private Placement Financing 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.