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EX-99 - NEWS RELEASE - Timberline Resources Corpex99-1.htm





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:  December 12, 2018

(Date of earliest event reported)


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Timberline Resources Corporation

(Exact name of registrant as specified in its charter)


Commission File Number: 001-34055

_____________________________________


 

 

Delaware

82-0291227

(State or other jurisdiction of incorporation)

(IRS Employer Identification No.)


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 (§240.12b2 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





SECTION 3 SECURITIES AND TRADING MARKETS


Item 3.02

Unregistered Sales of Equity Securities


On December 12, 2018, Timberline Resources Corporation (Timberline or the Company”) closed the sale of the second and final tranche of an oversubscribed private placement offering of Units of the Company at a price of US$0.08 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$0.14 per share until Oct 29, 2021.


In the second tranche of the Offering that closed on December 12, 2018, accredited investors subscribed for 1,208,521 Units on a private placement basis at a price of US$0.08 per unit for total proceeds of US$96,681.68.  As a result, 1,208,521 shares of common stock of the Company and 1,208,521 Warrants were issued and 1,208,521 shares of common stock were reserved for issuance pursuant to Warrant exercises.  


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”) pursuant 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 December 13, 2018, the Company issued a press release entitled “Timberline Resources Closes Oversubscribed 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 December 13, 2018.*


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




.



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.


 

TIMBERLINE RESOURCES CORPORATION

 

Date: December 12, 2018

By:

/s/ Steven A. Osterberg

 

 

 

Steven A. Osterberg
President & CEO





 


 

 EXHIBIT INDEX

 


Exhibit No.

Description

99.1

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



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