EXHIBIT 99.1
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 22, 2008 (Date of earliest event reported)
TIMBERLINE RESOURCES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Idaho |
000-51549 |
82-0291227 |
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(State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification) |
101 East Lakeside Avenue
Coeur D’Alene, Idaho 83814
(Address of principal executive offices)
(208) 664-4859
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On Friday, August 22, 2008, at the Annual Meeting of Stockholders (the “2008 Annual Meeting”), the stockholders of Timberline Resources Corporation (the “Company”), approved an amendment to the Company’s Amended 2005 Equity Incentive Plan (the “Plan”) to increase the number of shares available for grant under the Plan by 4,250,000 shares for a total of 7,000,000 shares available for issuance under the Plan. A copy of the amendment is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events
On Friday, August 22, 2008, the Company held its 2008 Annual Meeting and the following items were approved:
(i) Election of the following directors to the Corporation’s Board of Directors for a one-year term: Randal Hardy, John Swallow, Paul Dircksen, Vance Thornsberry, Eric Klepfer, Ron Guill and James Moore;
(ii) Ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year of 2008;
(iii) Approval of the acquisition of Small Mine Development, LLC, (the “SMD Purchase”) including the issuance of common stock as partial consideration;
(iv) Approval of the issuance of up to 50,000,000 Common Shares of the Company at the discretion of the Board of Directors to further implement the Company’s business model by accommodating future growth and acquisition opportunities, including, but not limited to, the SMD Purchase, to repay the loan used to repurchase the Timberline Resources Series A Preferred Shares, and for working capital requirements;
(v) Approval of an increase in the number of shares available under the Company’s Amended 2005 Equity Incentive Plan; and
(vi) Approval of the reincorporation of the Company into Delaware.
On August 26, 2008, the Company issued a press release announcing the results described above. A copy of the press release is attached as Exhibit 99.2 to this current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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Exhibit Number |
Description |
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99.1 |
Amendment No. 1 to Timberline Resources Corporation’s Amended 2005 Equity Incentive Plan |
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99.2 |
Press Release dated August 26, 2008 |
SIGNATURES
Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: August 26, 2008 |
Timberline Resources Corporation |
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By: |
/s/ Randal Hardy |
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Randal Hardy |
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Chief Executive Officer, Chief Financial Officer and Director |
EXHIBIT INDEX
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Exhibit Number |
Description |
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99.1 |
Amendment No. 1 to Timberline Resources Corporation’s Amended 2005 Equity Incentive Plan |
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99.2 |
Press Release dated August 26, 2008 |
EXHIBIT 99.1
EXHIBIT 99.2
Timberline Announces Results of Shareholder Meeting and
Provides Corporate Update
August 26, 2008 – Coeur d’Alene – Timberline Resources Corporation (AMEX:TLR) today announced results of its 2008 Annual Meeting of Stockholders, held on August 22, 2008 in Coeur d’Alene, Idaho. The Company received overwhelming approval for all proposals submitted to stockholders, including the election of its Board of Directors and the proposed acquisition of Small Mine Development, LLC (“SMD”).
Timberline Executive Chairman John Swallow stated, “With the receipt of shareholder approval, we can now focus on completing the acquisition of SMD and moving forward with our business plan. On behalf of the Board, I’d like to thank our shareholders for their continued confidence and support.”
Timberline CEO Randal Hardy added, “As discussed at our meeting, we are currently pursuing conventional secured debt and working capital agreements with multiple sources. While we remain open to using convertible debt instruments, we recognize the potentially dilutive nature of these securities at this time and may have other, more preferable, options available to us.”
Timberline also announced today that its contract drilling subsidiary, Kettle Drilling, Inc., will begin doing business under its new name, Timberline Drilling, Inc., effective August 31, 2008.
Timberline Resources Corporation has taken the complementary businesses of mining services and mineral exploration and combined them into a unique, forward-thinking investment vehicle that provides investors exposure to both the “picks and shovels” and “blue sky” aspects of the mining industry.
Timberline has contract drilling subsidiaries in the western United States and Mexico and an exploration division focused on high-potential, district-scale gold projects. With its anticipated acquisition of a premier American underground mine contractor, Small Mine Development, Timberline will strengthen its position as an emerging, vertically-integrated resource company. Timberline is listed on the American Stock Exchange and trades under the symbol “TLR”.
Statements contained herein that are not based upon current or historical fact are forward-looking in nature. Such forward-looking statements reflect the Company's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. When used herein, the words "anticipate," "believe," "estimate," "plan," "intend" and "expect" and similar expressions, as they relate to Timberline Resources Corporation, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company's actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, such factors, including risk factors, discussed in the Company's Annual Report on Form 10-KSB for the year ended September 30, 2007. Except as required by the Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements.
Additional Information About This Transaction
In connection with the proposed acquisition, Timberline has filed a proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE FINAL PROXY STATEMENT, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE ACQUISITION AND THE PARTIES THERETO. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by Timberline at the Securities and Exchange
Commission's Web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from Timberline by directing such request to Timberline Resources Corporation, 101 E. Lakeside Ave., Coeur d’Alene, ID 83814, Attention: Chief Financial Officer.
Participants in the Solicitation
Timberline and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed acquisition. Information concerning the interests of Timberline's participants in the solicitation, which may be different than those of Timberline stockholders generally, is set forth in Timberline's proxy statements and Annual Reports on Form 10-KSB, both previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the acquisition .
Contact Information:
John Swallow, Chairman
Phone: 208.664.4859