Timberline Resources Corp (Form: 8-K, Received: 08/21/2014 15:39:01)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: August 15, 2014

(Date of earliest event reported)

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)

(Registrant’s telephone number, including area code)

(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:

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 1.01 Entry into a Material Definitive Agreement\

On August 15, 2014, Timberline Resources Corporation (the “ Registrant ”) provided an Acknowledgement and Agreement To Be Bound (the “ Acknowledgement ”) to Wolfpack Gold Corp (“ Wolfpack ”) and to Seabridge Gold Inc. (“ Seabridge ”). Pursuant to the Acknowledgement, the Registrant acknowledged and confirmed to Wolfpack and Seabridge all of Wolfpack’s interests under the Option Agreement (as defined therein), including without limitation, Wolfpack’s right to the Castle Black Rock Interest (as defined therein). In addition, the Registrant agreed to assume all of the obligations and liabilities of Wolfpack to Seabridge under the Option Agreement and will continue to be liable for all of the liabilities and obligations of Wolfpack to Seabridge. The Registrant also agreed to perform and observe all of the terms, covenants, agreements, provisions and conditions contained in the Option Agreement as if the Registrant had been the party originally executing the Option Agreement.

The foregoing description of the Acknowledgement is a summary of the material terms thereof and is qualified in its entirety by the complete text of the Acknowledgement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

On August 22, 2014, the Registrant completed its acquisition of Wolfpack Gold (Nevada) Corp. (“ Wolfpack Nevada ”), a wholly-owned subsidiary of Wolfpack. The acquisition was effected by way of a court approved Plan of Arrangement under the Business Corporations Act (British Columbia) in accordance with the terms of an Arrangement Agreement (the “ Arrangement Agreement ”), dated May 6, 2014 and as amended July 7, 2014, by and between the Registrant and Wolfpack. The acquisition was also approved by the Registrant’s stockholders and Wolfpack’s securityholders.

Pursuant to the terms of the Arrangement Agreement, Wolfpack received 42,932,063 shares of common stock (the “ Timberline Arrangement Shares ”) of the Registrant (representing a ratio equal to 0.75 of a Timberline Arrangement Share for each outstanding Wolfpack common share) in exchange for all of the issued and outstanding shares of common stock of Wolfpack Nevada. In addition, a portion of the Timberline Arrangement Shares were issued to Wolfpack to cancel the $1,000,000 promissory note of the Registrant (the “ Promissory Note ”) held by Wolfpack. The Promissory Note was cancelled upon the completion of the acquisition and the issuance of the Timberline Arrangement Shares, The foregoing description of Arrangement Agreement is qualified in its entirety by reference to the full text of the Arrangement Agreement, a copy of which is filed as Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on May 15, 2014, which is hereby incorporated by reference into this Item 2.01.

Immediately following the acquisition, a total of 117,801,001 shares of common stock of the Registrant were issued and outstanding, approximately 36% of which are owned by Wolfpack shareholders.

Upon completion of the acquisition, Wolfpack Nevada became a wholly-owned subsidiary of the Registrant such that the Registrant now owns all of the assets of Wolfpack Nevada.

The financial statements and pro forma financial information for the combined company were provided in the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 8, 2014, which financial statements and pro forma information are hereby incorporated by reference into this Item 2.01.

Prior to closing, there was no material relationship between the Registrant or its affiliates and Wolfpack, other than in respect of the Arrangement Agreement and the transactions contemplated thereby.

Item 3.02 Unregistered Sale of Equity Securities

Pursuant to the Arrangement Agreement and in consideration for the acquisition of Wolfpack, the Registrant issued 42,932,063 shares of common stock. The shares of common stock issued in consideration for the Registrant’s acquisition of Wolfpack Nevada were issued in reliance upon an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “ Securities Act ”), under Section 3(a)(10) of the Securities Act and applicable exemptions under state securities laws.

Item 7.01 Regulation FD Disclosure.

On August 15, 2014, the Company issued a press release announcing the closing of its acquisition of Wolfpack Nevada. 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 in this report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.

(a)	Financial statements of business acquired

The audited consolidated balance sheets of Wolfpack Nevada at December 31, 2013 and 2012 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the three years ended December 31, 2013 and the Report of Independent Registered Public Accounting Firm issued by Decoria, Maichel & Teague, P.S., independent registered public accounting firm, as well as the unaudited financial statements of Wolfack Nevada at March 31, 2014 and for the three month periods ended March 31, 2014 and 2013, are included as Appendix E to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 8, 2014, which financial statements are hereby incorporated by reference into this Item 9.01(a).

(b)	Pro forma financial information

The unaudited pro forma condensed combined balance sheet of the Registrant at March 31, 2014 and unaudited pro forma condensed combined statements of operations for the six months ended March 31, 2014 and the year ended September 30, 2013 are included as Appendix F to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 8, 2014, which pro forma statements are hereby incorporated by reference into this Item 9.01(b).

(d)

Exhibits

Exhibit No.	Description

10.1	Acknowledgement, dated August 15, 2014
99.1	Press Release of Timberline Resources Corporation dated August 21, 2014.*
99.2	The audited consolidated balance sheets of Wolfpack Nevada at December 31, 2013 and 2012 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the three years ended December 31, 2013 (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 8, 2014).
99.3	The unaudited pro forma condensed combined balance sheet of the Registrant at March 31, 2014 and unaudited pro forma condensed combined statements of operations for the six months ended March 31, 2014 and the year ended September 30, 2013 (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 8, 2014).

* 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.

	TIMBERLINE RESOURCES CORPORATION


Date: August 21, 2014	By:	/s/ Randal Hardy
		Randal Hardy Chief Executive Officer, Chief Financial Officer and Director

Exhibit No.	Description

10.1	Acknowledgement, dated August 15, 2014
99.1	Press Release of Timberline Resources Corporation dated August 21, 2014.*
99.2	The audited consolidated balance sheets of Wolfpack Nevada at December 31, 2013 and 2012 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the three years ended December 31, 2013 (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 8, 2014).
99.3	The unaudited pro forma condensed combined balance sheet of the Registrant at March 31, 2014 and unaudited pro forma condensed combined statements of operations for the six months ended March 31, 2014 and the year ended September 30, 2013 (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 8, 2014).

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

ACKNOWLEDGEMENT AND AGREEMENT TO BE BOUND

TO: SEABRIDGE GOLD INC.

AND TO: WOLFPACK GOLD CORP.

Pursuant to an option agreement (the “Option Agreement”) dated June 26, 2012 as amended May 31, 2013, among Seabridge Gold Inc. (“Seabridge”), Wolfpack Gold Corp. (“Wolfpack Parentco”) and Wolfpack Parentco’s wholly-owned subsidiary, Wolfpack Gold (Nevada) Corp. (“Wolfpack”) and (collectively, the “Parties”) Seabridge agreed to grant Wolfpack the exclusive right to acquire all of Seabridge’s right, title and interest in and to the Castle Black Rock Property (as defined in the Option Agreement) (the “Castle Black Rock Interest”), on and subject to the terms and conditions set out in the Option Agreement.

B.	The Option Agreement provides that Wolfpack has agreed to maintain in good standing and perform the obligations of Seabridge under the Option Agreement.

Wolfpack Parentco and Timberline Resources Corporation (“Timberline”) have entered into an arrangement agreement dated May 6, 2014 as amended July 7, 2014, pursuant to which, among other things, Timberline will acquire all of the issued and outstanding shares of Wolfpack, including Wolfpack’s mineral property interests and obligations, in exchange for shares of Timberline at a rate of 0.75 share of Timberline for each one (1) outstanding share of Wolfpack Parentco (the “Exchange Ratio”).

D.	The Option Agreement provides that either party may assign its rights or obligations under the Option Agreement with the prior written consent of the other, which consent shall not be unreasonably withheld.

E.	Wolfpack Parentco intends to assign all of its right, title and interest in the Castle Black Rock Interest and all of its obligations and liabilities thereunder to Timberline, a corporation duly incorporated under the laws of Delaware, in conjunction with the sale of Wolfpack to Timberline.

The quantity of Shares (as defined in the Option Agreement), which shall now refer to shares of common stock of Timberline, to be delivered by Timberline pursuant to Section 3.2 of the Option Agreement shall be calculated based on the Exchange Ratio and adjusted per any stock split or share consolidation having occurred prior to the delivery date of such shares.

Section 13.1 of the Option Agreement requires that none of the parties sell, transfer or otherwise dispose of all or any portion of its interest in and to the Castle Black Rock Interest and/or the Option Agreement unless any purchaser, grantee or transferee of any such interest shall have first delivered to the party(ies) not transferring an interest, its agreement relating to the Option Agreement and to the Castle Black Rock Interest, containing:

(i) a covenant to perform all the obligations of the transferring party to be performed under the Option Agreement; and

(ii) a provision subjecting any further sale, transfer or other disposition of such interest in the Castle Black Rock Interest and/or any portion of the Option Agreement to the restrictions contained in Section 13.1.

FOR GOOD AND VALUABLE CONSIDERATION TIMBERLINE hereby acknowledges, confirms and agrees with Seabridge and Wolfpack Parentco as follows:

1. Acknowledgment . Timberline hereby acknowledges and confirms all of Wolfpack Parentco’s rights and interests under the Option Agreement, including without limitation Wolfpack Parentco's right to the Castle Black Rock Interest.

2. Agreement to Assume all of the Obligations and Liabilities . Timberline hereby agrees to assume all of the obligations and liabilities of Wolfpack Parentco to Seabridge under the Option Agreement and will continue to be liable for all of the liabilities and obligations of Wolfpack Parentco to Seabridge.

3. Agreement to be Bound . Timberline hereby agrees to perform and observe all of the terms, covenants, agreements, provisos and conditions contained in the Option Agreement as if Timberline had been the party originally executing the Option Agreement, with all parties agreeing that “Shares” as defined in the Option Agreement shall hereby be amended to refer to shares of common stock of Timberline as adjusted per the Exchange Ratio and any stock split or share consolidation having occurred prior to the date of issuance of such shares.

4. Further Assurances . The parties will execute such further and other documents and do such further and other things as may be necessary to carry out and give effect to the intent of this Agreement.

5. Applicable Law . This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard for any conflict of laws or choice of law principles that would permit or require the application of the laws of any other jurisdiction.

IN WITNESS WHEREOF Timberline has executed this Agreement on August 15, 2014.

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TIMBERLINE RESOURCES CORPORATION

Authorized Signatory