Timberline Resources Announces Approval of Lookout Mountain Joint Venture Agreement, and Close of Private Placement Financing

Coeur d’Alene, Idaho – July 29, 2019 – Timberline Resources Corporation (OTCQB: TLRS; TSX-V: TBR) (“Timberline” or the “Company”) announced that it has received final approval from the TSX Venture Exchange (“TSXV” or “Exchange”) for its Lookout Mountain Joint Venture Agreement (the “Joint Venture Agreement”) with PM & Gold Mines, Inc. (PM&G) (“PM&G” and together with Timberline, the “JV Partners”) as previously announced by news release on July 11, 2019.

The Company also announced that it has received final approval from the Exchange to close the final tranche of its previously announced non-brokered private placement (the “Offering”) on a fully subscribed basis.  The Offering, which was initially announced on February 8, 2019, consists of up to 6,250,000 units (the “Units”) at a price of US$0.08 per Unit for a total of US$500,000.  Pursuant to Timberline’s July 11, 2019 news release, PM&G has subscribed for a 4.99% ownership position in the Company under the Offering in association with the Agreement.

Steven Osterberg, Timberline’s President and CEO, stated, “With final TSX-V approval of the Joint Venture Agreement with PM&G and concurrent close of the non-brokered Offering, we will begin exploration field work at Lookout Mountain and will initiate certain permitting and pre-development studies. Initial work of the 2-year Phase I plan will culminate with approximately 25,000 feet (7500 m) of drilling yet this year to target expansion of the gold resource. We are excited to further drill test the known high-grade Carlin-style gold zone and we anticipate it will be a focus of the project through feasibility.”

Lookout Mountain Joint Venture Agreement

Further to Timberline’s July 11, 2019 news release (see press release dated July 11, 2019 at https://timberlineresources.co/press-releases) announcing formation of the Lookout Mountain Joint Venture, the JV Partners formed a limited liability company to conduct operations on the Company’s Lookout Mountain Project within the Eureka property pursuant to the Joint Venture Agreement.  The project is located on the southern end of the Battle Mountain-Eureka Trend. 

Pursuant to the Joint Venture Agreement, PM&G will initially fund exploration and development activities in two stages.  PM&G can earn an initial 51% in the project by expending US$6 million on exploration and development over a 2-year period.  Timberline will manage the joint venture at least through the initial US$6 million Stage I investment.  PM&G has the right to manage the Stage II activities. 

After completion of Stage I, Timberline may elect to participate at 49% on a pro rata basis. If Timberline elects not to fund Stage II exploration, PM&G can elect to earn a 70% interest in the Project by funding completion of a feasibility study prepared in accordance with National Instrument 43-101 within 3 years, and Timberline can exercise this option if PM&G elects not to. If neither party elects to exercise the 70% option, subsequent expenditures would be on a pro rata basis unless either party exercises the options described below.

Following completion of its initial (Stage I) $6M contribution in years 1 and 2, PM&G may elect not to proceed with its Stage II obligations, and instead may elect to (among other options) relinquish its interest in the joint venture in exchange for (i) a 10% net profit interest or (ii) a 2% net smelter royalty.  Following completion of PM&G’s Phase II contributions, Timberline may elect to (among other options) relinquish its interest in the joint venture in exchange for (i) a 10% net profit interest or (ii) a 2% net smelter royalty.

The Joint Venture Agreement includes a standard mutual Right of First Refusal (ROFR) pursuant to which either JV Partner will have the right to acquire the other partner’s interest before that interest may be conveyed to a third party on terms no less favorable to the purchasing JV Partner than those proposed to the third party. 

Lookout Mountain Work Plans

Stage I work will focus on exploration to expand the near-surface oxide and near-surface to deeper high-grade gold mineralization at Lookout Mountain (see press release dated July 11, 2019 at https://timberlineresources.co/press-releases) from which the Company proposes to develop an updated gold resource estimate prepared in accordance with National Instrument 43-101. Exploration will also test for expansion of gold mineralization outside the existing defined resource.  Initial exploration will include extensive geophysical survey and an estimated 25,000 feet (7500 m) of drilling through the remainder of 2019.

Stage II will focus on advancing the project towards a feasibility study prepared in accordance with National Instrument 43-101 to be completed within a subsequent 3 year period through advancement of the resource to reserves, completion of permitting, hydrological, hydrogeochemical, geotechnical, and metallurgical studies. 

Non-brokered Private Placement

The Offering, which was initially announced on February 8, 2019, consists of up to 6,250,000 units (the “Units”) at a price of US$0.08 per Unit for a total of US$500,000, with an over-allotment option to increase the Offering by up to 20%. 

In connection with the closing of the final tranche of the Offering, the Company has issued 4,367,441 Units for gross consideration of US$349,395.  In aggregate, under the two tranches of the fully-subscribed Offering, the Company has issued a total of 6,367,441 Units for total consideration of US$509,395.  The Company intends to use the net proceeds of the Offering for working capital, and exploration costs associated with the projects other than Lookout Mountain. 

Each Unit in the Offering consists of one share of common stock of the Company and one common share purchase warrant (each a “Warrant”, and together the “Securities”), with each Warrant exercisable to acquire an additional share of common stock of the Company at a price of US$0.14 per share until the Warrant expiration date of March 30, 2022.  No finder’s fees or commissions were paid in relation to the Offering.

The Offering is being completed under Rule 506(b) 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 and in accordance with applicable United States securities laws.  The Securities are subject to Canadian resale restrictions expiring four months and one day following their issuance.

One insider of the Company participated in the Offering and subscribed for 250,000 Units. Participation by the one insider constitutes a related party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance of Securities to the related party is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of insiders of the Company had not been confirmed at that time.

The Securities offered in the Offering have not been 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.  The Securities are subject to legal restrictions on transfer and resale and investors should not assume they will be able to resell their Securities. Investing in the Securities involves risk, and investors should be able to bear the loss of their investment.

 About Timberline Resources  

Timberline Resources Corporation is focused on advancing district-scale gold exploration and development projects in Nevada. These include its 23 square-mile Eureka property, comprising the Lookout Mountain, Windfall, and Oswego projects which lie along three separate structural stratigraphic trends defined by distinct geochemical gold anomalies, as well as being operator of both the Paiute joint venture project with a subsidiary of Barrick Gold, and the Elder Creek joint venture with McEwen Mining.  All of these properties lie on the prolific Battle Mountain-Eureka gold trend.  Timberline also owns the Seven Troughs property in Northern Nevada, which is one of the state’s highest-grade former producers. Detailed maps and NI 43-101 estimated resource information for the Eureka property, and NI 43-101 Technical Reports for the Elder Creek and Paiute Projects may be viewed at https://timberlineresources.co/

 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”.

Steven Osterberg, Ph.D., P.G., Timberline’s President and Chief Executive Officer, 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 intended use of proceeds, exercise of warrants, advancement of Timberline’s projects, exploration potential, and the size of the Company’s owned and controlled mineral rights.  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, 2018.  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

Timberline Resources Announces Lookout Mountain Joint Venture Agreement

Timberline Resources Announces Lookout Mountain Joint Venture Agreement

Coeur d’Alene, Idaho – July 11, 2019 – Timberline Resources Corporation (OTCQB: TLRS; TSX-V: TBR)(“Timberline” or the “Company”) announces that, further to its news release of May 9, 2019, it has entered into a joint venture with PM&Gold Mines, Inc. (“PM&G” and together with Timberline, the “JV Partners”) whereby the JV Partners formed a limited liability company to conduct operations on the Company’s Lookout Mountain Project in Nevada (the “Project”) pursuant to a limited liability company agreement (the “Agreement”) . Pursuant to the Agreement, PM&G can earn an initial 51% interest in the project, which is located on the southern end of the Battle Mountain-Eureka Trend, by expending US$6 million on exploration and development over a 2-year period, as further described below. 

In connection with the Agreement and subject to TSX Venture Exchange approval, further to Timberline’s February 8, 2019 news release announcing a US$500,000 non-brokered private placement of Timberline units at a price of US$0.08 per unit (the “Offering”), PM&G has subscribe for a 4.99% ownership position in the Company under the Offering. Pursuant to additional Offering subscriptions received, the Company expects to close the Offering on a fully subscribed basis immediately following TSX Venture Exchange approval of the Offering and Agreement.

Lookout Mountain Joint Venture Agreement

Under the Agreement, PM&G will initially fund exploration and development activities in two stages.  Timberline will contribute the claims that constitute the Lookout Mountain project and adjacent historical Oswego Mine area (the “Project”) to the joint venture.  Timberline will manage the joint venture at least through the initial US$6 million Stage I investment.  PM&G has the right to manage the Stage II activities. 

Steven Osterberg, Timberline’s President and CEO, stated, “This well-funded joint venture allows us to advance the Lookout Mountain Project at minimal dilution.  Phase I work will begin in Q3/19 and includes an aggressive drilling program to target expansion of known high-grade Carlin-style gold mineralization.”

Stage I: Earn 51%:  PM&G can earn an initial 51% interest by expending US$6 million on certain exploration expenses over a 2-year period. Work will focus on the near-surface oxide and deeper high-grade gold mineralization to identify near term production potential, which the Company proposes to use to develop an updated gold resource estimate prepared in accordance with National Instrument 43-101. This exploration will also test for expansion of gold mineralization outside the existing defined resource. 

Stage II:  After completion of Stage I, Timberline may elect to participate at 49% on a pro rata basis. If Timberline elects not to fund Stage II exploration, PM&G can elect to earn a 70% interest in the Project by funding completion of a feasibility study prepared in accordance with National Instrument 43-101 within 3 years, and Timberline can exercise this option if PM&G elects not to. If neither party elects to exercise the 70% option, subsequent expenditures would be on a pro rata basis unless either party exercises the options described below.

Options: 

Following completion of its initial (Stage I) US$6M contribution in years 1 and 2, PM&G may elect not to proceed with its Stage II obligations, and instead may elect to relinquish its interest in the joint venture in exchange for (i) a 10% net profit interest or (ii) a 2% net smelter royalty.

Following completion of PM&G’s Stage II contributions, Timberline may elect to relinquish its interest in the joint venture in exchange for (i) a 10% net profit interest or (ii) a 2% net smelter royalty.

Mutual Right of First Refusal (“ROFR”): The Agreement includes a standard mutual ROFR pursuant to which either JV Partner will have the right to acquire the other partner’s interest before that interest may be conveyed to a third party on terms no less favourable to the purchasing JV Partner than those proposed to the third party. 

The completion of the joint venture as contemplated under the Agreement is subject to certain conditions, including receipt of all necessary regulatory approvals.

Lookout Mountain Gold Mineralization

The Lookout Mountain project lies within Timberline’s 23 square-mile Eureka property which is strategically located within the greater Eureka Mining District (see a detailed description and maps at https://timberlineresources.co/projects/). Lookout Mountain is a large “Carlin-style” gold-system with a defined gold resource (see Updated Technical Report on the Lookout Mountain Project, MDA, Effective March 1, 2013, Filed on SEDAR April 12, 2013) and drill-indicated mineralization which extends over a north-south trend of approximately 3 miles (~ 5 km).  High-grade gold mineralization near the historical open pit occurs on a northwest-southeast trend within the resource area and includes 17 intercepts ranging from 0.136 ounces gold per ton (“opt”) to 2.250 opt gold (Table 1) (see press release dated July 10, 2018 at https://timberlineresources.co/press-releases).  The mineralization is associated with extensive zones of fault breccias, as well as variably carbonaceous collapse-breccias, and with orpiment and realgar (arsenic sulfides) (Figure 1) which are commonly found in many major Carlin-style gold deposits.

Table 1.    Representative High Grade Gold Drill Intercepts from the Lookout Mountain Deposit

 

Drill Hole From (feet) Length (feet)(1) Gold (opt)(2) From (meters) Length (meters)(1) Gold (g/t) (2)
BH05-01 270 65 0.344 82.3 19.8 11.79
including 275 25 0.641 83.8 7.6 21.98
BH05-03 193 3 2.250 58.8 0.9 77.14
BH06-02 445 27 0.364 135.7 8.2 12.48
BH06-07 406 92 0.217 123.8 28.0 7.44
BH06-13 148 3 1.47 45.1 0.9 50.40
BR-19 220 15 0.323 67.1 4.6 11.07
BR-19 385 75 0.283 117.4 22.9 9.70
BR-26 440 20 0.323 134.1 6.1 11.07
RTR-134 415 55 0.345 126.5 16.8 11.83
RTR-180 365 10 0.345 111.3 3.0 11.83
RTR-181 365 15 0.197 111.3 4.6 6.75
RTR-258 500 10 0.430 152.4 3.0 14.74
BHSE-126C 31 15 0.967 9.5 4.6 33.15
BHSE-151C 506 8.6 1.023 154.3 2.6 35.07
BHSE-152 1,030 10 0.165 314.0 3.0 5.66
BSE-171 1,020 10 0.230 311.0 3.0 7.89
BHSE-172 900 40 0.136 82.3 19.8 11.79
(1)    Drill thickness – True widths of drill intercepts have not been determined
(2)    opt: oz gold / ton; g/t: grams/tonne
(3)    See press releases dated July 10, 2018 at https://timberlineresources.co/press-releases) and Updated Technical Report on the Lookout Mountain Project, MDA, Effective March 1, 2013, Filed on SEDAR April 12, 2013

Timberline’s current gold resource estimate (Table 2) at Lookout Mountain, which was prepared by Mine Development Associates (“MDA”) of Reno, Nevada, includes:

Table 2.  Lookout Mountain Gold Resource(1)(2)(3) 
Resource Category Tons Tonnes Gold (opt)

Gold

(g/t)

Gold Ounces
Measured 3,043,000 2,761,000 0.035 1.20 106,000
Indicated 25,897,000 23,493,000 0.016 0.55 402,000
Measured & Indicated 28,940,000 26,254,000 0.018 0.62 508,000
         
Inferred 11,709,000 10,622,000 0.012 0.41 141,000

Notes:

1) 006 opt (0.21 g/t) cut-off applied to oxidized material to capture mineralization potentially available to open pit extraction and heap leach processing. 0.030 opt (1.03 g/t) cut-off applied to unoxidized material to capture mineralization potentially available to open pit extraction and lower heap leach recoveries or sulfide processing.
2) Rounding may cause apparent discrepancies.
3) Refer to Updated Technical Report on the Lookout Mountain Project, MDA, effective March 1, 2013, Filed on SEDAR April 12, 2013.

The full MDA resource estimate with various cut-off grades can be seen at https://secureservercdn.net/45.40.144.200/a7f.d1e.myftpupload.com/wp-content/uploads/2015/07/LookoutMt_-43-101_2013.pdf.

Figure 1. High-Grade Gold Mineralized Drill Core from Lookout Mountain showing Collapse Breccia including Arsenic-sulfdes (Realgar (red) and Orpiment (yellow)). 

About Timberline Resources

Timberline Resources Corporation is focused on advancing district-scale gold exploration and development projects in Nevada. These include its 23 square-mile Eureka property, comprising the Lookout Mountain, Windfall, and Oswego projects which lie along three separate structural-stratigraphic trends defined by distinct geochemical gold anomalies, as well as being operator of both the Paiute joint venture project with a subsidiary of Barrick Gold, and the Elder Creek joint venture with McEwen Mining.  All of these properties lie on the prolific Battle Mountain-Eureka gold trend.  Timberline also controls the Seven Troughs property in Northern Nevada, which is one of the state’s highest-grade former producers.   Timberline has increased its owned and controlled mineral rights in Nevada to over 43 square miles (27,500 acres).  Detailed maps and NI 43-101 estimated resource information for the Eureka property may be viewed at https://timberlineresources.co/. 

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”.

Steven Osterberg, Ph.D., P.G., Timberline’s President and Chief Executive Officer, 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 intended Agreement and the joint venture contemplated thereby, anticipated exploration and potential of the Project, completion of the Offering, and the size of the Company’s owned and controlled mineral rights.  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, 2018.  Except as required by law, the Company does not undertake any obligationto 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 

Timberline Resources Drills Quartz-Sericite Alteration with Pyrite-Chalcopyrite at the Elder Creek Porphyry Project, Nevada

Timberline Resources Drills Quartz-Sericite Alteration with Pyrite-Chalcopyrite at the Elder Creek Porphyry Project, Nevada

Coeur d’Alene, Idaho – July 9 2019 – Timberline Resources Corporation (OTCQB: TLRS; TSX-V: TBR)(“Timberline” or the “Company”) today announced results of recently completed Phase 2 drilling at the Elder Creek porphyry copper-molybdenum-gold-silver project in Nevada’s Battle Mountain mining district. Reverse circulation (RC) hole RCEC19-01 was drilled to a depth of 1,960 feet (600 meters) to target the heart of the  IP/resistivity (IP) geophysical anomaly identified in December, 2018 (Figure 1)(see press release dated January 8, 2019 at https://timberlineresources.co/press-releases/).

RCEC19-01 intercepted approximately 590 feet (180 m) of intensely stockwork quartz-veined, altered (quartz-biotite ± sericite) Harmony Formation quartzite and hornfels and an underlying thick section of 1,361 ft (415 m) of intensely-altered, quartz-feldspar, variably porphyritic intrusive rock (Figure 2). Alteration of the intrusion is dominated by quartz-sericite with variable chlorite and biotite.  Porphyry style mineralization is visible throughout and is especially notable within the intrusive phase as pyrite-chalcopyrite ± molybdenite, with anomalous copper, molybdenum, and silver (Table 1). 

Table 1. Summary of Elder Creek Drilling Assay Results

 

Drill Hole From (feet) To (feet) Total (feet) From (meters) To (meters) Total (meters) Cu
(%)
Mo (ppm) Au (g/t) Ag (g/t)
                                                                      2019, Phase II Drilling
RCEC 19-01 270 1960 1690 82.3 597.6 515.3 0.07 212 2
including: 475 680 205 144.8 207.3 62.5 0.12 222   4
1115 1180 65 339.9 359.8 19.9 0.25 181   5
  1615 1630 15 492.4 497.0 7.6 0.21 233   5
                                                                        2018, Phase I Drilling
RCEC 18-01 0 500 500 0 152.4 152.4 0.21 145 3
       including: 160 270 110 48.8 82.3 33.5 0.44 181 5
       including: 195 210 15 59.5 64.0 4.6 0.55 132 0.33 13
CCEC 18-02 840 1497 657 256.1 456.4 200.3 0.15 730 4
             including: 1313.5 1360 46.5 400.5 414.6 14.2 1.20 3100 0.13 26
*True thickness of drill intercepts is unknown; see press release dated November 26, 2018 at  https://timberlineresources.co/press-releases/ for sample methodology, chain of custody, and quality control and assurance

Phase I drilling of two holes (Figure 1) in 2018 intercepted material amounts of copper-molybdenum-gold-silver mineralization over long intervals (Table 1). These holes were later determined to be located within (Hole RCEC18-01) and on the periphery of (CCEC18-02) the IP anomaly (Figure 2) identified by the geophysical survey later that year.

 

Figure 1. Elder Creek Project Area Geology, Alteration Zoning, IP Anomaly, and Drilling

Figure 2.  Cross SectionLine 3600N showing Hole RCEC19-01 drill test of IP Chargeability Anomaly

Relative to Hole CCEC18-02, RCEC19-01 intercepted a much thicker section of porphyry-style altered intrusive rock (Figure 2), with notably increased silicic alteration and overall increased sulfide mineral content primarily as pyrite (iron sulfide).  The distribution of increased sulfide content in RCEC19-01 relative to CCEC18-02 correlates well with the core of the IP anomaly, and the intrusive rock correlates well with magnetic and gravity signatures as previously reported (see Figures 5 and 6 of press release dated March 27, 2019 at https://timberlineresources.co/press-releases/).  The intrusive rock is interpreted to represent an apophysis which extends upward from a large intrusion at depth.  The distribution of sulfide minerals in the drill holes may reflect zoning within and along the margins of the intrusive apophysis as is common in mineralized porphyry systems. 

Steven Osterberg commented, “Hole RCEC19-01 successfully documented a thick interval of intensely altered and mineralized porphyritic intrusive rock at Elder Creek.  With the benefit of excellent geologic, IP, magnetic, and gravity data, and clear indications of metal zoning, we believe Elder Creek to be a very large, robust porphyry system. The drilling completed to date suggests high potential for metal enrichment at the margins of, and at depth along and within, the intrusive phases.” 

Future drilling will include proposed drill holes testing the margins of the intrusive phases.See the press release dated November 26, 2018 at https://timberlineresources.co/press-releases/for more details on methodology, chain of custody, and quality control and assurance.

About Timberline Resources

Timberline Resources Corporation is focused on advancing district-scale gold and copper-gold exploration and development projects in Nevada. These include its 23 square-mile Eureka property, comprising the Lookout Mountain, Windfall, and Oswego projects which lie along three separate structural-stratigraphic trends defined by distinct geochemical gold anomalies, as well as being operator of both the Paiute joint venture project with a subsidiary of Barrick Gold, and the Elder Creek joint venture with McEwen Mining.  All of these properties lie on the prolific Battle Mountain-Eureka gold trend.  Timberline also controls the Seven Troughs property in Northern Nevada, which is one of the state’s highest-grade former producers.   Timberline controls mineral rights in Nevada of over 43 square miles (27,500 acres).  Detailed maps and NI 43-101 estimated resource information for the Eureka property may be viewed at https://timberlineresources.co/. 

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”.

Steven Osterberg, Ph.D., P.G., Timberline’s President and Chief Executive Officer, 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 intended use of proceeds, exercise of warrants, finder’s fees or consulting fees payable, advancement of the Company’s projects, exploration potential, and the size of the Company’s owned and controlled mineral rights.  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, 2018.  Except as required by law, the Company does not undertake to release revisions to 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

Timberline Resources Announces Q2 FY 2019 Financial Results and Elder Creek Drill Program

Coeur d’Alene, Idaho – May 16, 2019 – Timberline Resources Corporation (OTCQB: TLRS; TSX-V: TBR) (“Timberline” or the “Company”) announced consolidated financial results for its second fiscal quarter and the six-months ended March 31, 2019.

The Company reported cash of $146,669 as of March 31, 2019 and consolidated net losses of $217,924 million for the second quarter and $767,577 million for the six-month period, including exploration expenditures of $28,502 million and $300,027 million, respectively.

A summary of selected financial results is presented in the following table:

 

($US 000’s, except earnings per share)

3 Months Ended March 31

 

Six Months Ended
March 31

  2019 2018   2019 2018
Consolidated net loss $(218) $(3,696)   $(768) $(4,025)
Consolidated net loss per share, basic and diluted (0.00) (0.10)   (0.01) (0.11)
Mineral exploration expenses 29 21   300 47
Cash 147 15   147 15
Working capital (229) (179)   (229) (179)

Timberline had previously reported a consolidated a $3.2 million write-off of the Company’s investment in its Talapoosa property in reporting its operating results for the second quarter of fiscal 2018, the largest cause of the year over year decrease in Consolidated net loss. During the three and six months ended March 31, 2019, the Company experienced savings in salaries and benefits, with concurrent but smaller increases in professional fees, by out-sourcing its Chief Financial Officer services to an independent qualified firm. Also, during the six months ended March 31, 2019, the Company’s investment in mineral exploration was significantly higher than the comparable quarters of fiscal 2018, particularly in the first quarter fiscal 2019.

Timberline’s President & Chief Executive Officer, Steve Osterberg, commented, “We followed the previous quarter’s exploration spending with advanced delineation and analysis of a strong IP anomaly at Elder Creek, and toward updated processing of magnetic and gravity data.  We are drill testing that anomaly with results expected late in the current quarter.  With that work and with the pending Joint Venture at our Lookout Mountain gold project at Eureka (see press release dated May 9, 2019 at https://timberlineresources.co/press-releases/), we anticipate continued aggressive exploration during the 2019 field season.”

Elder Creek Drill Program

As previously announced (see press release dated March 27, 2019) at https://timberlineresources.co/ press-releases/), the Company has initiated Phase 2 drilling at Elder Creek.  Approximately 1,000 m of initial drilling is planned in two holes to test a strong IP/resistivity anomaly identified in December, 2018. Two holes drilled by the Company earlier in 2018, located on the periphery of the anomaly, contain significant copper-molybdenum-gold-silver mineralization (Table 1) of the porphyry type.  Analytical results from the drilling are anticipated late in the current quarter.

Table 1.  Summary of Elder Creek 2018 Drilling Results

Drill Hole From (feet) To (feet) Total (feet) From (meters) To (meters) Total (meters) Cu
(%)
Mo (ppm) Au (g/t) Ag (g/t)
RCEC 18-01 0 500 500 0 152.4 152.4 0.21 145 3.0
including: 160 270 110 48.8 82.3 33.5 0.44 181 5.0
including: 195 210 15 59.5 64.0 4.6 0.55 132 0.331 13
CCEC 18-02 840 1497 637 256.1 456.4 200.3 0.15 730 4.1
          including: 1313.5 1360 46.5 400.5 414.6 14.2 1.20 0.31% 0.126 25.5
*True thickness of drill intercepts is unknown; see press release dated November 26, 2018 at  https://timberlineresources.co/press-releases/  for sample methodology, chain of custody, and quality control and assurance

About Timberline Resources  

Timberline Resources Corporation is focused on advancing district-scale gold and copper exploration and development projects in Nevada, including its 23 square-mile Eureka property, comprised of the Lookout Mountain, Windfall, and Oswego projects which lie along three separate structural stratigraphic trends defined by distinct geochemical gold anomalies; and as the operator of two joint venture projects – the Paiute project joint venture with a subsidiary of Barrick Gold, and the Elder Creek project joint venture with McEwen Mining.  All of these properties lie on the prolific Battle Mountain-Eureka gold trend.  Timberline also owns the Seven Troughs property in Northern Nevada, known to be one of the state’s highest grade, former producers.

Timberline has increased its owned and controlled mineral rights in Nevada to over 43 square miles (27,500 acres).  Detailed maps and NI 43-101 estimated resource information for the Eureka property may be viewed at https://timberlineresources.co/.

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 include, but are not limited to, statements regarding the 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. There are no assurances that the Company will complete the earn-ins on Elder Creek and Paiute projects as contemplated or at all. Factors that could cause or contribute to risks involving forward-looking statements include, but are not limited to, changes in the Company’s business and other factors, including risk factors discussed in the Company’s Form 10-K for the year ending September 30, 2018.  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) accept 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

Timberline Resources Announces Loan Agreement

Coeur d’Alene, Idaho – May 10, 2019 – Timberline Resources Corporation (OTCQB: TLRS; TSX-V: TBR) (“Timberline” or the “Company”) announced today that it proposes to enter into a loan agreement (the “Loan Agreement”) with William Matlack (the “Lender”). Under the Loan Agreement, the Lender will loan to Timberline up to US$250,000 (the “Principal Sum”), with the Principal Sum bearing interest at an annual rate of 18%, compounded monthly. The loan is unsecured and the Principal Amount and accrued interest will become due for repayment on November 7, 2020, but may be repaid early without penalty. The Lender is an arm’s length party to the Company.  Amounts drawn under the Loan Agreement will be used for exploration expenditures, annual property holding costs, and working capital requirements of the Company.

Pursuant to the terms of the Loan Agreement, the Company will issue to the Lender that number of non-transferrable common share purchase warrants of the Company (the “Warrants”) that is equal to 100% warrant coverage of the Principal Sum, determined by dividing the Principal Sum by the Company’s last closing share price on the TSX Venture Exchange (“TSX-V”) prior to the effective date of the Loan Agreement.  The Company has applied to the TSX-V for the listing of common shares issuable upon the exercise of the Warrants. The Warrants constitute a “loan bonus” pursuant to TSX-V Policy 5.1 – Loans, Bonuses, Finder’s Fees and Commissions and remain subject to TSX-V acceptance.

About Timberline Resources

Timberline Resources Corporation is focused on advancing district-scale gold and copper exploration and development projects in Nevada, including its 23 square-mile Eureka property, comprised of the Lookout Mountain, Windfall, and Oswego projects which lie along three separate structural stratigraphic trends defined by distinct geochemical gold anomalies; and as the expected operator of two joint venture projects – the Paiute project joint venture with a subsidiary of Barrick Gold, and the Elder Creek project joint venture with McEwen Mining.  All of these properties lie on the prolific Battle Mountain-Eureka gold trend.  Timberline also owns the Seven Troughs property in northern Nevada, known to be one of the state’s highest grade, former producers.   Timberline’s owned and controlled mineral rights in Nevada total over 43 square miles (24,500 acres).  Detailed maps and NI 43-101 estimated resource information for the Eureka property may be viewed at https://timberlineresources.co/.

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 proposed loan agreement, the lender, the amount of the loan, the interest rate, the repayment date, early repayment, use of loan proceeds, issuance and terms of warrants, the advancement of projects, exploration potential, and increases to the Company’s owned and controlled mineral rights.  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 and other factors, including risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended September 30, 2018.  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) accept 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

 

Timberline Resources Announces a Letter of Intent to Joint Venture the Lookout Mountain Gold Project

Coeur d’Alene, Idaho – May 9, 2019 – Timberline Resources Corporation (OTCQB: TLRS; TSX-V: TBR) (“Timberline” or the “Company”) announced today that it has entered into a non-binding Letter of Intent to form a joint venture (the “Agreement”) with PM&Gold Mines, Inc. (“PM&G”) for the advanced exploration, and if determined feasible, the development of its Lookout Mountain Gold project, located on the southern end of the Battle Mountain-Eureka Trend near Eureka, Nevada. PM&G is a private firm incorporated in Nevada with an interest to explore and advance gold projects to production. The parties will work diligently to execute a binding definitive joint venture agreement (the “Definitive Agreement”) following completion of business and technical due diligence.

The Agreement calls for the Company’s partner PM&G to fund exploration and development activities in two stages for earned equity in the project. Timberline will contribute the claims that constitute the Lookout Mountain project and adjacent historic Oswego Mine area (the “Project”) to the joint venture company in exchange for its ownership position. Timberline will manage the joint venture at least through Stage I of investment. PM&G shall retain the right to manage all Stage II activities with or without Timberline’s participation.

The Agreement also provides for PM&G the ability to invest in a private placement in Timberline at an at-market price to acquire up to 4.99% of Timberline’s common shares. The placement will include the right of PM&G to maintain its position in Timberline by pro-rata participation in future financings.

Steven Osterberg, Timberline’s President and CEO, stated, “We are very pleased to form this joint venture to advance Lookout Mountain. With the gold equity market in a prolonged down cycle, this joint venture will allow us to aggressively advance the Project with a well-funded partner. We anticipate finalizing a definitive Joint Venture Operating Agreement within the near future to take full advantage of the 2019 field season.”

Stage I – Earn 51%: PM&G will earn 51% of the Project in consideration of incurring exploration expenditures of US$6 million dollars to be directed towards advance of the oxide and high-grade refractory mineralization over a two year period. The primary focus of the expenditure will seek to identify any near term production potential (oxide/high-grade mineralization). This exploration will also test expansion of both high-grade and oxide mineralization outside the defined resource. The plan and effort is to be developed and agreed upon in a joint Technical Committee to be appointed by the Company and PM&G.

Stage II – Earn 70%: PM&G will earn a 70% interest in the Project when a bankable feasibility study is completed. PM&G would fund tasks at its sole expense to support the feasibility study including initiating permitting, metallurgical studies, trade-off studies, and other technical work deemed reasonable and appropriate, along with annual holding fees if Stage I has been completed. Work towards the feasibility study will be completed within 3 years of completing Stage I or as mutually agreed upon by both companies. To ensure the Project continues to advance, the Technical Committee will prepare an annual budget to implement prudent and appropriate activities.

Timberline Option to Participate 51- 49%: – When the $6 million expenditure is reached (Stage I), Timberline has the option to participate in subsequent expenditures at the 49% level. Should Timberline determine to participate, all future costs incurred to bring the Project to production will be split on a pro-rata basis.

If Timberline should choose not to participate, the Company will be further diluted and PM&G will earn 70% ownership by completing the above activities defined as Stage II.

Timberline Option to Participate 70 – 30%: At the end of Stage II Timberline may elect to participate in subsequent expenditures at the 30% level or may elect one of the following options:

  • Reduce its interest to a 10% net profit interest (“NPI”) or a 2% net smelter royalty (“NSR”), or
  • Sell its remaining interest in the Project to PM&G at a price agreed between the parties following completion and evaluation of Stage I and Stage II exploration, per terms of the Mutual Right of First Refusal (“ROFR”) defined below.

If PM&G determines not to advance beyond the 51% following completion of Stage I, it may elect one of the following options:

• Participate at the 51 percent level or be diluted to a 30 percent interest by TLRS completing the Stage II activities as defined above or
• Reduce its interest to a 10% NPI or a 2% NSR payable in gold, or
• Sell its remaining interest in the Project to Timberline at a price agreed between the parties following completion and evaluation of Stage I exploration, per terms of the Mutual ROFR defined below.

Mutual Right of First Refusal (ROFR) – The Agreement will include a mutual ROFR wherein either JV partner may acquire the other partner’s interest at fair market value or as mutually agreed. Both partners will have a right to exercise the ROFR should either receive a 3rd party offer.

The Lookout Mountain project is located within Timberline’s 23 square-mile Eureka property which is strategically located within the greater Eureka Mining District. The Eureka property is comprised of three extensive gold bearing structural trends. The Lookout Mountain project covers the western-most trend, which along with the southern part of the central Oswego trend will be included in the joint venture assets. The northern part of Oswego, and the eastern-most Windfall trend are not part of the joint venture. Please see a detailed description and maps at https://timberlineresources.co/projects/ for additional details.

Completion of the Definitive Agreement will be subject to certain conditions, including receipt of all necessary regulatory approvals.

Timberline has previously reported a gold resource estimate at Lookout Mountain, which was prepared by Mine Development Associates (“MDA”) of Reno, Nevada. The MDA resource estimates are summarized below at the noted cut-off grades:

Lookout Mountain Gold Resource (2)(3) 

Resource Category(1)Short TonsMetric TonnesOunces of Gold per Ton (opt)Grams of Gold per Tonne (g/t)Gold Ounces
Measured3,043,0002,761,0000.0351.20106,000
Indicated25,897,00023,493,0000.0160.55402,000
Measured & Indicated28,940,00026,254,0000.0180.62508,000
Inferred11,709,00010,622,0000.0120.41141,000

Notes:
(1) 0.006 opt (0.21 g/t) cut-off applied to oxidized material to capture mineralization potentially available to open pit extraction and heap leach processing. 0.030 opt (1.03 g/t) cut-off applied to unoxidized material to capture mineralization potentially available to open pit extraction and lower heap leach recoveries or sulfide processing.
(2) Rounding may cause apparent discrepancies.
(3) The effective date of the Lookout Mountain updated gold resources is February 20, 2013.

The full MDA Resource Estimate with various cut-off grades can be seen at https://secureservercdn.net/45.40.144.200/a7f.d1e.myftpupload.com/wp-content/uploads/2015/07/LookoutMt_-43-101_2013.pdf.

About Timberline Resources

Timberline Resources Corporation is focused on advancing district-scale gold exploration and development projects in Nevada. These include its 23 square-mile Eureka property, comprising the Lookout Mountain, Windfall, and Oswego projects which lie along three separate structural stratigraphic trends defined by distinct geochemical gold anomalies, as well as being operator of both the Paiute joint venture project with a subsidiary of Barrick Gold, and the Elder Creek joint venture with McEwen Mining. All of these properties lie on the prolific Battle Mountain-Eureka gold trend. Timberline also owns the Seven Troughs property in Northern Nevada, which is one of the state’s highest-grade former producers. Timberline has increased its owned and controlled mineral rights in Nevada to over 43 square miles (27,500 acres). Detailed maps and NI 43-101 estimated resource information for the Eureka property may be viewed at https://timberlineresources.co/.

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”.

Steven Osterberg, Ph.D., P.G., Timberline’s President and Chief Executive Officer, 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 pricing or other terms of the Company’s proposed joint venture with PM&G, advancement of Elder Creek, Paiute, and Eureka projects, exploration potential, and the size of the Company’s owned and controlled mineral rights. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target”, “intend” and “expect” and similar expressions, as they relate to the Company, 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, 2018. 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