UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: August 8, 2018

(Date of earliest event reported)

Timberline Resources Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34055

_____________________________________

101 East Lakeside Avenue

Coeur d’Alene, Idaho 83814

(Address of principal executive offices, including zip code)

(208) 664-4859

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company    o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

Item 2.02 Results of Operations and Financial Condition

On August 13, 2018, Timberline Resources Corporation (the “Company”) announced consolidated financial results for its third quarter of the fiscal year 2018 ended June 30, 2018.  

A copy of the press release is attached as Exhibit 99.2 and is incorporated herein by reference.  

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.

On August 9, 2018, the President and Chief Executive Officer of the Company received a letter of resignation from Mr. Randal Hardy, pursuant to which Mr. Hardy will resign as Chief Financial Officer and Corporate Secretary of the Company effective August 27, 2018 to pursue other business opportunities.  Mr. Hardy’s resignation was not due to any dispute with the Company.

Item 7.01  Regulation FD Disclosure.

On August 8, 2018, the Company issued a press release entitled, “Timberline Resources Announces High-Grade Gold Assay Results from the Windfall Project at its Eureka Property, Nevada”.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  

On August 13, 2018, the Company issued a press release entitled, “Timberline Announces Third Quarter 2018 Financial Results”.  A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.  

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 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 August 8, 2018.*

99.2

Press Release of Timberline Resources Corporation dated August 13, 2018.*

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

SIGNATURE

Pursuant 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 August 8, 2018.*

99.2

Press Release of Timberline Resources Corporation dated August 13, 2018.*

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