Timberline Resources Corp (Form: 8-K, Received: 05/27/2016 12:43:18)

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: May 26, 2016

(Date of earliest event reported)

[TRC8KMAY2616002.GIF]

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 May 26, 2016, Timberline Resources Corporation (the “ Company ”) entered into three loan and securities purchase agreements (collectively, the “ Loan Agreements ”) whereby the Company agreed to issue certain unsecured promissory notes (collectively, the “ Notes ”) in the aggregate amount of $57,200. One Note was issued in favor of Steven Osterberg (the “ Osterberg Note ”), the Company’s President & Chief Executive Officer, one Note in favor of Robert Martinez (the “ Martinez Note ”), a member of the Company’s Board of Directors, and one Note in favor of Randal Hardy (the “ Hardy Note ”), an advisor to the Company. The Osterberg Note has an original principal amount of $22,000, the Martinez Note has an original principal amount of $13,200 and the Hardy Note has an original principal amount of $22,000. Each Note does not bear interest but is subject to an original issue discount equal to 9.1% of the principal amount of such Note. Each Note is unsecured, and matures on May 31, 2016. The issuance of the Notes was approved by a majority of the disinterested members of the Company’s Board of Directors on May 20, 2016.

The Notes were issued pursuant to the exemption from registration under the U.S. Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering, in which the investors have acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

A form of the Loan Agreement and the Note are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this current report and is incorporated herein by reference. The foregoing description of the Notes and the Loan Agreements are a summary of the material terms thereof and is qualified in its entirety by reference to such exhibit.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures contained in Item 1.01 above are incorporated into this item by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosures contained in Item 1.01 above are incorporated into this item by reference.

Item 7.01 Regulation FD Disclosure.

On May 26, 2016, the Company issued a press release entitled “Timberline Resources Increases Private Placement”. 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
10.1	Form of Loan Agreement, dated May 26, 2016
10.2	Form of Note
99.1	Press Release of Timberline Resources Corporation dated May 26, 2016.*

*The foregoing 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: May 26, 2016	By:	/s/ Steven A. Osterberg
		Steven A. Osterberg President and Chief Executive Officer

Exhibit 10.1

LOAN AND SECURITIES PURCHASE AGREEMENT

THIS Loan and Securities Purchase Agreement (this “ Agreement ”) is made as of May ___, 2016 by and among Timberline Resources Corporaiton, a Delaware corporation (the “ Company ”), and _____________________ (the “ Lender ”).

THE PARTIES HEREBY AGREE AS FOLLOWS:

LOAN AND ISSUANCE OF NOTES

1.1

LOAN

(a)

Subject to the terms and conditions of this Agreement, the Lender hereby agrees to loan the Company ______________________________ Dollars (US$_________________) (the “ Loan ”). Lender will fund the Loan at the Closing by paying ____________________ dollars ($__________) to the Company representing an original issue discount of ____% on the Loan as set forth in the Promissory Note (as defined below).

(b)

The Loan shall be paid against the delivery of a promissory note of the Company in substantially the form attached hereto as Exhibit A (a “ Promissory Note ”). The Promissory Note shall be due and payable 5 days from the date of issuance. The Promissory Note shall not bear any ordinary interest as the Promissory Note includes an original issue discount equal to ____% of the amount of the Loan. There shall be no penalty for prepayment of the Promissory Note.

1.2

CLOSING

The closing shall take place at the offices of the Company, or such other place as the Company and the Lender may mutually agree, on such date and at such time as the Company and the Lender shall mutually agree (the “ Closing ”).

SECURITIES LAW REPRESENTATIONS AND WARRANTIES

The Lender has been advised that the Promissory Note has not been registered under the Securities Act of 1933, as amended (the “ Act ”), or under any applicable state securities laws, and is being offered and sold pursuant to exemptions from such registration requirements. The Company is relying in part upon the Lender’s representations and warranties contained in this Section 2 for the purpose of qualifying for applicable exemptions from registration or qualification pursuant to federal or state securities laws, rules and regulations. The Lender hereby represents and warrants to the Company as follows:

2.1

PURCHASE ENTIRELY FOR OWN ACCOUNT

The Promissory Note will be acquired for investment purposes only for the Lender’s own account, not as a nominee or agent, and not with a view to distributing all or any part thereof; the

Lender has no present intention of selling, granting any participation in or otherwise distributing the Promissory Note in a manner contrary to the Act or any applicable state securities law.

2.2

DUE DILIGENCE

The Lender has been solely responsible for his own due diligence investigation of the Company and its business, and his analysis of the merits and risks of the investment and subscription made pursuant to this Agreement, and is not relying on anyone else’s analysis or investigation of the Company, its business or the merits and risks of the Promissory Note, other than professional advisors employed specifically by the Lender to assist the Lender. In taking any action or performing any role relative to arranging the investment being made pursuant to this Agreement, the Lender has acted solely in her own interest and not in that of any other party, and no other party has acted as an agent or fiduciary for the Lender.

2.3

ACCESS TO INFORMATION

The Lender has been given access to full and complete information regarding the Company and has utilized such access to his satisfaction for the purpose of obtaining information about the Company, including reviewing the Company’s public filings available at www.sec.gov.

2.4

SOPHISTICATION AND INVESTOR STATUS

The Lender, either alone or with the assistance of his professional advisor, is a sophisticated Lender, is able to fend for himelf in the transactions contemplated by this Agreement, and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of a subscription for the Promissory Note. The Lender is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Act.

2.5

SUITABILITY

The investment in the Promissory Note is suitable for the Lender based upon his investment objectives and financial needs, and the Lender has adequate net worth and means for providing for his financial needs and contingencies and has no need for liquidity of investment with respect to the Promissory Note. The Lender’s overall commitment to investments that are illiquid or not readily marketable is not disproportionate to his net worth, and investment in the Promissory Note will not cause such overall commitment to become excessive.

2.6

PROFESSIONAL ADVICE

The Lender has obtained, to the extent he deems necessary, his own professional advice with respect to the risks inherent in the investment in the Promissory Note, and the suitability of the investment in the Promissory Note in light of the Lender’s financial condition and investment needs.

2.7

ABILITY TO BEAR RISK

The Lender is in a financial position to purchase and hold the Promissory Note and is able to bear the economic risk and withstand a complete loss of his investment in the Promissory Note.

2.8

HIGH DEGREE OF RISK

THE LENDER RECOGNIZES THAT THE INVESTMENT IN THE PROMISSORY NOTE IS AN INVESTMENT INVOLVING A HIGH DEGREE OF RISK.

2.9

RESIDENCY

The Lender represents that he is a bona fide resident of, and/or is domiciled in, the state set forth in such Lender’s residence address on Appendix I .

2.10

PRIVATE OFFERING

The Lender represents that the offering of the Promissory Note was not made to him by way of any public offering or through any general solicitation or general advertisement as those terms are used in Rule 502 of Regulation D under the Act.

MISCELLANEOUS

3.1

SURVIVAL OF WARRANTIES

The warranties, representations and covenants contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing.

3.2

ENTIRE AGREEMENT

This Agreement along with the Promissory Note constitute the entire agreement of the parties with respect to the Loan and supercede any previous agreements between the parties related to the matters discussed herein.

3.3

GOVERNING LAW; SUCCESSORS AND ASSIGNS

This Agreement shall for all purposes be governed by and construed in accordance with the laws of the state of Idaho without regard to conflicts of laws principles and shall be binding upon the heirs, personal representatives, executors, administrators, successors and assigns of the parties. The parties consent to the exclusive jurisdiction and venue in the state or federal courts sitting in Idaho.

3.4

HEADINGS

The headings of the sections of this Agreement are for convenience of reference only and shall not by themselves determine the interpretation of this Agreement.

3.5

CURRENCY

All dollar amounts are in U.S. dollars.

3.6

COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

3.7

SEVERABILITY

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

3.8

NOTICES

Any notices and other communications in connection herewith shall be sufficiently given if sent by registered or certified mail, postage prepaid, and properly addressed (a) if to the Company, to the address set forth above, and (b) if to the Lender, to the address set forth in Appendix I submitted by such Lender, or (c) to such other address as either the Lender or the Company shall designate to the other by notice in writing.

3.9

FEDERAL LAW PROVISIONS

Neither the Lender, nor any person having a direct or indirect beneficial interest in the Securities to be acquired under this Agreement, appears on the Specially Designated Nationals and Blocked Person List of the Office of Foreign Assets Control in the United States Department of the Treasury. The Lender does not know or have any reason to suspect that (i) monies used to fund the Lender’s investment in Securities have been or will be derived from or related to any illegal activities; or (ii) the proceeds from the Lender’s investment in Securities will be used to finance any illegal activities.

3.10

ADDITIONAL INFORMATION

The Lender agrees to provide the Company such additional information regarding the Lender as the Company may reasonably request in order to assure or demonstrate compliance with applicable securities or other laws or for any other legitimate purpose.

[The remainder of this page is intentionally blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Renewal and Amendment Agreement to be duly executed to evidence their acceptance of and agreement to the foregoing.

TIMBERLINE RESOURCES CORPORATION

By:

Name:

Title:

LENDER

By:

Name:

APPENDIX I

TIMBERLINE RESOURCES CORPORATION

LENDER INFORMATION

[PLEASE PRINT OR TYPE]


Name of Lender (Print):	Name of Joint Lender (if any) (Print):
Social Security or Tax Identification Number of Lender:	Social Security or Tax Identification of Joint Lender (if any):
Mailing Address:	Residence Address (if other than mailing address):
Telephone Number (including Area Code):	Fax Number (including Area Code):

Exhibit 10.2

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS PROVIDED THAT THE HOLDER HAS FURNISHED TO THE COMPANY REASONABLE ASSURANCES, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES PROVIDED THAT THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING SELECTED BY THE HOLDER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

TIMBERLINE RESOURCES CORPORATION

(A DELAWARE CORPORATION)
PROMISSORY NOTE

US$ _________________

May ___, 2016

FOR VALUE RECEIVED , Timberline Resources Corporation, a Delaware corporation (the “ Company ”), promises to pay to __________________, or its assigns (the “ Holder ”), the principal sum of ______________________________ Dollars (US$______________) (the “ Principal Amount ”).

This Note has been issued pursuant to the terms of the Loan and Securities Purchase Agreement dated as of May ___, 2016 (the “ Loan Agreement ”), between the Company and the Holder.

Principal and Interest . No interest on the unpaid Principal Amount balance of this Note shall accrue. The Principal Amount of this Note shall be due and payable on ______________ , 2016 (the “ Maturity Date ”). This Note shall not bear any ordinary interest as the Principal Amount of this Note includes an original issue discount equal to _____% of the amount of the Loan from the Holder to the Company.

Payment . All payments of principal shall be in lawful money of the United States of America. All payments shall be applied first to costs of collection, if any, then to principal. Payment of principal hereunder shall be made by check delivered to the Holder at the address furnished to the Company for that purpose. There shall be no penalty for prepayment of this Note prior to the Maturity Date.

Default . If any of the events specified in this Section 3 shall occur (each, an “ Event of Default ”), the Holder of the Note may, so long as a such condition exists, declare the entire principal amount hereon immediately due and payable, by notice in writing to the Company:

(a)

Failure to Pay . The Company’s failure to pay (i) when due, whether at stated maturity, upon acceleration or otherwise, any principal payment or (ii) any other payment required under the terms of this Note on the date due and such payment shall not have been made within five days following the Company’s receipt of the Holder’s written notice of the Company’s failure to pay.

(b)

Breaches of Covenants or Agreements . If the Company fails to observe or perform any other covenant, obligation, condition or agreement contained in this Note or the Loan Agreement and such failure shall continue for 15 days after the Company’s receipt of written notice from the Holder of such failure.

(c)

Voluntary Bankruptcy; Insolvency Proceedings . If the Company (i) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of a substantial part of its property, (ii) makes a general assignment for the benefit of its or any of its creditors, (iii) is dissolved or liquidated in full or in part, or (iv) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consents to any relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it.

(d)

Involuntary Bankruptcy . If any involuntary petition is filed under any bankruptcy or similar law or rule against the Company and such petition is not dismissed or discharged within 60 days of filing, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar official is appointed to take possession of any of the assets or properties of the Company.

Waiver . The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

Costs and Fees . The Company agrees to pay the Holder’s reasonable costs in collecting and enforcing this Note, including reasonable attorneys’ fees.

Amendments and Waivers; Resolutions of Disputes; Notice . The amendment or waiver of any terms of this Note, the resolution of any controversy or claim arising out of or relating to this Note and any provision of notice shall be conducted pursuant to the terms of the Loan Agreement.

Miscellaneous . The terms of this Note shall be construed in accordance with the laws of the State of Idaho without regard to conflict of law provisions. FURTHER, BOTH THE COMPANY AND THE HOLDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION TO ENFORCE THIS NOTE.

[ Signature page follows ]

IN WITNESS WHEREOF , the Company has executed this Note as of the date set forth above.

TIMBERLINE RESOURCES CORPORATION

By:

Name:

Its:

EXHIBIT 99.1

[EX99002.GIF]

FOR IMMEDIATE RELEASE

Timberline Resources Announces Increase to Private Placement

Coeur d’Alene, Idaho – May 26, 2016 – Timberline Resources Corporation (OTCQB: TLRS; TSX-V: TBR) (“Timberline” or the “Company”) announced today that due to demand, it has increased the amount of its previously announced private placement, disclosed in a press release dated May 11, 2016, from US$0.5 million to US$1.5 million (the “Increased Offering”). Under the Increased Offering, the Company may issue up to 10 million Units of the Company (the “Units”) at a price of US$0.15 per Unit and is offered under Rule 506(c) of Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”) solely to persons who qualify as accredited investors. 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$0.25 per share until May 31, 2019.

The Company intends to use the net proceeds of the Increased Offering for working capital, exploration program expenses, costs associated with claim maintenance, and loan repayments.

The securities offered in the Increased Offering have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities nor shall there be any sale of the securities referenced herein in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. The securities referenced herein have not been approved or disapproved by any regulatory authority.

About Timberline Resources

Timberline Resources Corporation is focused on advancing district-scale gold exploration and development projects in Nevada, including its Talapoosa project in Lyon County where the Company has completed and disclosed a positive preliminary economic assessment. Timberline also controls the 23 square-mile Eureka project lying on the Battle Mountain-Eureka gold trend. At Eureka, the Company continues to advance its Lookout Mountain and Windfall project areas. Exploration potential occurs within three separate structural-stratigraphic trends defined by distinct geochemical gold anomalies. Timberline also owns the Seven Troughs property in northern Nevada, known to be one of the state's highest grade, former producers.

Timberline is listed on the OTCQB where it trades under the symbol "TLRS" and on the TSX Venture Exchange where it trades under the symbol "TBR".

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 total amount to be raised, pricing, and other terms of the Company’s private placement offering of Common Stock, composition or terms of the Warrant, the use of proceeds, registration, advancement of projects, and exploration potential. 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 changes in the Company’s business resulting in changes in the use of proceeds, and other such factors, including risk factors discussed in the Company's Annual Report on Form 10-K for the year ended September 30, 2015. Except as required by 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.

For Further Information Please Contact:

Steven A. Osterberg

President and CEO

Tel: 208-664-4859

E-mail: info@timberline-resources.com

Website: www.timberline-resources.com

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