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: October 25, 2013

(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))




Item 1.01  Entry into a Material Definitive Agreement.

On October 25, 2013, Timberline Resources Corporation (the “Registrant”) amended its Lease and Option Agreement for Purchase and Sale of Mining Properties (the “Amended Agreement”), effective October 1, 2013 (the “Effective Date”), with David Cooper Knight, as trustee of the David C. and Debra J. Knight Living Trust (“Knight”).  

Pursuant to the Amended Agreement, the Registrant will evaluate, explore and develop an additional package of 104 mineral claims in Nevada (the “Mining Properties”).  In consideration of the Amended Agreement, the Registrant has agreed to issue to Knight 200,000 restricted common shares of the Registrant and has agreed to perform necessary property maintenance as set forth in the Amended Agreement.  As of the date of this filing, the Registrant holds a total of 590 mineral claims in Nevada pursuant to the Amended Agreement comprised of seven separate properties. The Amended Agreement is attached hereto as Exhibit 10.1.  The remaining terms and conditions of the original Lease and Option Agreement, including the material terms of the option, as described in our Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 28, 2013, remain unchanged.

The above summary of the material terms of the Amended Agreement is qualified in its entirety by the Amended Agreement, which is attached hereto as Exhibit 10.1

Item 3.02  Unregistered Sales of Equity Securities


 As described in Item 1 above, upon approval of the NYSE MKT, the Registrant will issue 200,000 shares of common stock to Knight on a private basis. The shares of common stock will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act in reliance on the representations of Knight.


Item 7.01  Regulation FD Disclosure.


On October 28, 2013, the Registrant issued the press release attached hereto as Exhibit 99.1 announcing the completion of the Amended Agreement.  In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release 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  Exhibits

Exhibit

Description

10.1

Amendment to Lease and Option Agreement for Purchase and Sale of Mining Properties, effective October 1, 2013, executed October 25, 2013

99.1

Press Release, dated October 28, 2013 *


*Exhibit 99.1 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: October 28, 2013

By:

/s/ Randal Hardy

 

 

 

Randal Hardy
Chief Financial Officer and Director






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EXHIBIT 99.1

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FOR IMMEDIATE RELEASE



Timberline Amends Property Agreement to Include Additional Claims in Nevada


Coeur d’Alene, Idaho – October 28, 2013 – Timberline Resources Corporation (NYSE MKT: TLR; TSX-V: TBR) (“Timberline” or the “Company”) announced today that it has entered into an amendment to its Lease and Option Agreement for Purchase and Sale of Mining Properties dated August 15, 2013.  The amendment adds 104 additional claims in Nevada to the original agreement.  The additional claims, named the WFWKV Claims, are approximately 25 miles northwest of Eureka, Nevada within the productive Battle Mountain-Eureka Gold Trend, and include Carlin-type disseminated gold targets.  


Under the amended agreement, the Company now controls a total of 590 mineral claims in Nevada comprised of seven separate properties.  As consideration for the inclusion of the additional claims, the amendment to the agreement provides, subject to regulatory approval, for the issuance of 200,000 restricted shares of the Company’s common stock.  


About Timberline Resources


Timberline Resources Corporation is exploring and developing advanced-stage gold properties in the western United States. Timberline holds a 50-percent carried interest ownership stake in the Butte Highlands Joint Venture in Montana.  Timberline’s exploration is primarily focused on the major gold districts of Nevada, where it is advancing its flagship Lookout Mountain Project toward a production decision while exploring a pipeline of quality earlier-stage projects at its South Eureka Property and elsewhere. Timberline management has a proven track record of discovering economic mineral deposits and developing them into profitable mines.


Timberline is listed on the NYSE MKT where it trades under the symbol "TLR" and on the TSX Venture Exchange where it trades under the symbol "TBR".  


Steven Osterberg, Ph.D., P.G., Timberline’s Vice-President of Exploration, is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical contents of this release.


Forward-looking Statements


Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties.  These statements include but are not limited to statements regarding the timing and results of the Company’s continued exploration and drill program at Iron Butte, South Eureka and Lookout Mountain, the timing of assay results from such drilling program being released, the Company’s ability to expand and upgrade the South Eureka






resource, the timing or results of the Company’s drill programs at Butte Highlands, including the timing of obtaining necessary permits, the development and production of the Company’s Butte Highlands project and projects on its South Eureka property, the potential life of the mine at the Butte Highlands project, the targeted production date for the Butte Highlands project, targeted date for production at South Eureka, the potential for a heap-leach mine at South Eureka, targeted dates for the South Eureka technical report and economic scoping study, potential definition and expansion of a resource at Iron Butte, development at Iron Butte, and possible growth of the Company and the Company’s expected operations, including potential development of an open pit extraction and run-of-mine heap leach processing and operation at South Eureka. When used herein, the words "anticipate," "believe," "estimate," “upcoming,” "plan," “target”, "intend" and "expect" and similar expressions, as they relate to Timberline Resources Corporation, its subsidiaries, 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, risks related to the timing and completion of the drilling programs at Iron Butte, Butte Highlands and South Eureka, risks and uncertainties related to historic and other mineral estimates, risks related to the inherently dangerous activity of mining, and other such factors, including risk factors discussed in the Company's Annual Report on Form 10-K for the year ended September 30, 2012.  Except as required by Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


Contact Information:

Paul Dircksen, CEO

Phone: 208.664.4859  




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