Timberline Resources Corporation (OTCMKTS:TLRS) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02Unregistered Sales of Equity Securities
On August 28, 2020, Timberline Resources announced that it has closed the sale of a private placement offering of Units of the Company at a price of US$0.11 per Unit. Each Unit consists of one share of common stock of the Company and one common share purchase Class L warrant (each whole such warrant a “Warrant”), with each Warrant exercisable to acquire an additional share of common stock of the Company at a price of US$0.20 per share until the warrant expiration date of August 15, 2023. A form of the warrant is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A finder’s fee of 6% was paid to a licensed broker in relation to a portion of the Offering.
In the Offering that closed on August 28, 2020, accredited investors subscribed for 33,636,364 Units on a private placement basis at a price of US$0.11 per unit for total proceeds of US$3,700,000. As a result, 33,636,364 shares of common stock of the Company and 33,636,364 Warrants were issued and 33,636,634 shares of common stock were reserved for issuance to Warrant exercises.
Entities managed by Crescat Capital (“Crescat”) subscribed US$1,800,000 of the Offering to acquire 16,363,636 Units. Crescat is a global macro asset management firm headquartered in Denver, CO. Two insiders of the Company subscribed for 909,091 Units of the Offering.
The Offering was completed under Rule 506(b) of Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”) solely to persons who qualify as accredited investors and in accordance with applicable securities laws.
SECTION 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure.
On August 31, 2020, the Company issued a press release entitled “Timberline Resources Closes US$3.7 Million Private Placement”.
A copy of the press release is attached as Exhibit 99.2 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
4.1Form of Class L Warrant
99.1Press Release of Timberline Resources Corporation dated August 31, 2020*
*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-4 2 ex4-1.htm FORM OF CLASS L WARRANT Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,…
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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.