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 2, 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 Material Definitive Agreement


On December 2, 2013, Timberline Resources Corporation (the “Registrant”) entered into an addendum, dated effective November 22, 2013, to a confidentiality agreement (“Addendum”) with RockStar Resources, Inc. (“RockStar”), a private Idaho corporation. Pursuant to the Addendum the Registrant granted RockStar a no-shop/exclusivity right valid through February 28, 2014 (“Exclusivity Period”).  Under the no-shop/exclusivity right the Registrant has agreed not to (i) solicit, initiate or take any action to facilitate or encourage any inquiries or the making of any proposal from a person or group of persons other than RockStar and its affiliates that may constitute, or could reasonably be expected to lead to, an Alternative Transaction (as defined in the addendum); (ii) enter into or participate in any discussions or negotiations with any person or group of persons other than RockStar and its affiliates regarding an Alternative Transaction ; or (iii) furnish any non-public information relating to Timberline or any of its subsidiaries, assets or  businesses,  or  afford  access to  the assets, business, properties, books or records of the Company or any of its subsidiaries to any person or group of persons other than RockStar and its Agents, in all cases for the purpose of assisting with or facilitating an Alternative  Transaction; or (v) enter into an Alternative Transaction or any agreement, arrangement or understanding , including, without limitation, any letter of intent, term sheet or other similar document, relating to an Alternative  Transaction.  


The Registrant and RockStar will negotiate in good faith the terms of a transaction involving stock or assets of the Registrant and, if and when the parties agree on such terms, provide the Registrant a written offer in the form of a binding Memorandum of Agreement (“MOA”) setting forth the agreed upon terms for the transaction.  In such terms, there shall be included a commitment to purchase US$1 million in shares of common stock of the Registrant, which purchase amount shall be credited to the definitive terms contained within the MOA.  


Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the Addendum as described in Item 1.01, upon approval of the NYSE MKT, the Registrant will issue 3,750,000 shares of common stock to RockStar on a private basis, in exchange for $750,000.  The shares of common stock will be issued in three instalments of 1,250,000 each in exchange for $250,000 on or before December 31, 2013, January, 31, 2014 and February 28, 2014, respectively. 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 Rule 506(b) of Regulation D under the Securities Act and Section 4(a)(2) of the Securities Act in reliance on the representations of Knight.

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

On December 5, 2013, Craig Crowell, the Chief Accounting Officer (“CAO”) and Corporate Secretary of the Registrant, resigned his position as CAO and Corporate Secretary effective December 31, 2013.   Mr. Crowell’s duties will transition to the Registrant’s Chief Financial Officer, Randal Hardy, on an interim basis.


Item 7.01  Regulation FD Disclosure.


On December 5, 2013, the Company issued a press release entitled “Timberline Secures Funding Commitment, Enters into Exclusivity Agreement”.  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  Exhibits

Exhibit

Description

10.1

Addendum to a Confidentiality Agreement, effective November 22, 2013, dated December 2, 2013

99.1

Press Release, dated December 5, 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: December 6, 2013

By:

/s/ Randal Hardy

 

 

 

Randal Hardy
Chief Financial Officer and Director






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EXHIBIT 99.1

[EX99002.GIF]

FOR IMMEDIATE RELEASE



Timberline Secures Funding Commitment, Enters into Exclusivity Agreement


Coeur d’Alene, Idaho – December 5, 2013 – Timberline Resources Corporation (NYSE MKT: TLR; TSX-V: TBR) (“Timberline” or the “Company”) announced today that the Company has entered into a Confidentiality Agreement, including a No-Shop/Exclusivity clause valid through February 28, 2014, with RockStar Resources, a private corporation, (“RockStar”) in order to explore mutually beneficial transactions.  


As consideration for the grant of exclusivity, RockStar has agreed to purchase a total of US$750,000 of Timberline’s common stock for US$0.20 per share in three tranches; $250,000 in each of December 2013, January 2014, and February 2014.  As such, Timberline will issue 3,750,000 shares of common stock for total consideration of US$750,000 on or before February 28, 2014. Issuance of the shares of common stock is subject to receipt of all necessary regulatory approvals.


Timberline President and CEO Paul Dircksen commented, “We look forward to working with an experienced, respected group of technical professionals to explore ideas for advancing our projects.  The management at RockStar has a track record of success in financing, developing and operating precious metals mines.  The financing commitment included with this agreement provides Timberline with additional operating cash in a very difficult market environment.”


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 that are developed 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".  


This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of Company securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.   The securities to be offered and sold have not been and






will not registered under the United States Securities Act of 1933, as amended, or under any state securities laws and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements.


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 future issuance of common stock to RockStar, exploration of potentially mutually beneficial transactions with RockStar,  the timing and results of the Company’s continued exploration and drill program at 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 exploration and development plans and programs at Butte Highlands, including the timing of obtaining necessary permits, the development of and production at 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, and possible growth of the Company and the Company’s expected operations, including potential development of an open pit extraction and 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 Company and RockStar not being able to reach agreement on a mutually beneficial transaction, the Company not timely receiving necessary regulatory approval for the issuance of the shares of common stock, the timing and completion of the drilling programs at Butte Highlands and South Eureka, risks and uncertainties related to 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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