Form 8-K Timberline Resources For: Aug 08

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: August 8, 2018

(Date of earliest event reported)

Timberline Resources Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34055

_____________________________________

Delaware	82-0291227
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

101 East Lakeside Avenue

Coeur d’Alene, Idaho 83814

(Address of principal executive offices, including zip code)

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company    o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

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Item 2.02 Results of Operations and Financial Condition

On August 13, 2018, Timberline Resources Corporation (the “Company”) announced consolidated financial results for its third quarter of the fiscal year 2018 ended June 30, 2018.  

A copy of the press release is attached as Exhibit 99.2 and is incorporated herein by reference.  

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

On August 9, 2018, the President and Chief Executive Officer of the Company received a letter of resignation from Mr. Randal Hardy, pursuant to which Mr. Hardy will resign as Chief Financial Officer and Corporate Secretary of the Company effective August 27, 2018 to pursue other business opportunities.  Mr. Hardy’s resignation was not due to any dispute with the Company.

Item 7.01  Regulation FD Disclosure.

On August 8, 2018, the Company issued a press release entitled, “Timberline Resources Announces High-Grade Gold Assay Results from the Windfall Project at its Eureka Property, Nevada”.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  

On August 13, 2018, the Company issued a press release entitled, “Timberline Announces Third Quarter 2018 Financial Results”.  A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.  

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release of Timberline Resources Corporation dated August 8, 2018.*

99.2

Press Release of Timberline Resources Corporation dated August 13, 2018.*

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TIMBERLINE RESOURCES CORPORATION
	Date: August 13, 2018	By:	/s/ Randal L. Hardy
			Randal L. Hardy Chief Financial Officer

 

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 EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release of Timberline Resources Corporation dated August 8, 2018.*

99.2

Press Release of Timberline Resources Corporation dated August 13, 2018.*

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

Exhibit 99.1

FOR IMMEDIATE RELEASE

Timberline Resources Announces High-Grade Gold Assay Results from the Windfall Project at its Eureka Property, Nevada

Coeur d’Alene, Idaho – August 8, 2018 – Timberline Resources Corporation (OTCQB: TLRS; TSX-V: TBR) (“Timberline” or the “Company”) announced today that recently completed rock chip sampling (Table 1) confirms high-grade gold mineralization within the historic Windfall Mine area of the 23 square-mile Eureka property in Nevada (Figure 1). The Windfall Mine open pit is centrally located on the Windfall trend, a zone which extends 1.7 miles (2.7 km) from north to south (Figure 2).  Timberline plans to conduct additional drilling in support of an initial open-pit oxide resource study.  

ASSAY RESULTS

Timberline recently collected 40 rock chip samples within and immediately south of the Windfall pit;  assays are summarized in Table 1 and on Figure 3 below.  Highlights include 10 samples with greater than 1 g/t (0.029 opt) gold and 6 greater than 3 g/t (0.088 opt), up to a maximum of 13.1 g/t (0.382 opt).  In total, 17 samples assayed greater than 0.250 g/t (0.007 opt), documenting the extensive zone of gold mineralization.

Steve Osterberg, Timberline’s President and CEO,  commented, “The rock chip sampling along 760 m (2,500 feet) of the Windfall trend, combined with previously reported historic drill results (Press release dated July 10, 2018 at http://timberlineresources.co/press-releases), show the high discovery potential at Windfall.  A substantial zone of oxide gold mineralization remains exposed at the surface and is open at depth and in both directions along strike (Figure 3).”

In addition, “grade – thickness” (gram-meter)(ounce-feet) calcualtions for drill hole intercepts  (Figure 3 and Table 2) (see press release dated July 10, 2018 at http://timberlineresources.co/press-releases), and a review of cross-sections (Figure 4) indicate that gold mineralization remains unmined in the Windfall pit-area.

CONTROLS ON GOLD AND SILVER MINERALIZATION

The gold mineralized zone at Windfall occurs along a north-south structural trend (Figure 3) typically separating steeply-dipping Hamburg Dolomite Formation to the west, from moderate east-dipping Dunderberg Shale Formation to the east.  Gold appears to be dominantly associated with brecciated dolomite adjacent to and between northeasterly and northwesterly trending cross-faults.   Gold grade-thickness anomalies from historic drill hole intercept assays suggest similar structural control on higher-grade  gold mineralization.  The structures appear to focus gold mineralization within intensely bleached and “sanded”, variably brecciated Hamburg Dolomite Formation.  Very limited silicificiation is evident in the rocks which likely relates to the reported historic excellent leachability of gold in the Windfall mine.  

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Table 1.  Assay results from Windfall Trend Rock Chip Sampling

SAMPLE	Au (g/t)	Au (oz/ton)		SAMPLE	Au (g/t)	Au (oz/ton)
18WF-009	1.720	0.050		18WF-044	0.047	0.001
18WF-010	0.086	0.003		18WF-045	0.035	0.001
18WF-011	1.050	0.031		18WF-046A	0.077	0.002
18WF-012	0.042	0.001		18WF-046B	0.080	0.002
18WF-013	1.250	0.036		18WF-047	7.710	0.225
18WF-029	0.045	0.001		18WF-048	0.074	0.002
18WF-030	0.061	0.002		18WF-049	0.275	0.008
18WF-031	0.058	0.002		18WF-050	0.197	0.006
18WF-032	0.086	0.003		18WF-051	0.386	0.011
18WF-033	0.088	0.003		18WF-052	0.094	0.003
18WF-034	0.303	0.009		18WF-053	0.610	0.018
18WF-035	3.000	0.088		18WF-054	3.060	0.089
18WF-036	13.100	0.382		18WF-055	3.220	0.094
18WF-037	0.711	0.021		18WF-056	2.520	0.074
18WF-038	0.010	0.000		18WF-057	0.114	0.003
18WF-039	0.408	0.012		18WF-058	0.243	0.007
18WF-040	0.047	0.001		18WF-060	0.141	0.004
18WF-041	0.927	0.027		18WF-061	0.079	0.002
18WF-042	0.143	0.004		18WF-062	4.080	0.119
18WF-043	0.124	0.004		18WF-063	0.066	0.002
*Assays were determined by ALS USA Inc. from grab samples. The samples were crushed and pulverized and a fraction was selected for analyses. Gold was determined by 30 g Fire Assay with an Atomic Adsorption finish.  Samples assaying over 10 ppm gold were re-assayed and completed with a gravimetric finish.

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Figure 1.  Eureka Property - Lookout Mountain, Oswego, and Windfall Trends

*Cautionary Statement: The potential quantity and grade of the Windfall Zone Target are conceptual in nature and there has been insufficient exploration to define a mineral resource.  It is uncertain if further exploration will result in the target being delineated as a mineral resource.  

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Figure 2. Drill-indicated Mineralization Along the Windfall Zone

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Figure 3.  Distribution of Gold and Silver in Rock Samples at Windfall Pit Target Area

.

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Table 2.  Gold Assay and Grade – Thickness from 2008-2015 Drilling within Windfall Mineralized Zone

Drill Hole	From (meters)	Length (meters)(1)	Gold (g/t)	GT: (gram -meters)	From (feet)	Length (feet)(1)	Gold (opt)	GT: (opt -foot)
BHWF-001	36.6	9.1	1.44	13.1	120	30	0.042	1.3
BHWF-002	57.9	13.7	0.82	11.2	190	45	0.024	1.1
BHWF-003	41.2	13.7	0.69	9.5	135	45	0.020	0.9
BHWF-004	76.2	15.2	7.58	115.2	250	50	0.221	11.1
including	80.8	7.6	13.58	103.2	265	25	0.396	9.9
BHWF-012	44.2	3.1	0.85	2.6	145	10	0.025	0.3
BHWF-036	88.4	12.2	1.26	15.4	290	40	0.040	1.6
BHWF-037	56.4	27.4	2.20	60.3	185	90	0.060	5.4
including	56.4	13.7	3.68	50.4	185	45	0.110	5.0
BHWF-038	128	24.4	0.32	7.8	420	80	0.010	0.8
including	150.9(2)	15.5	1.45	22.5	495(2)	51	0.045	2.3
BHWF-039	115.8	10.7	0.46	4.9	380	35	0.010	0.4
BHWF-040	88.4	24.4	3.04	74.2	290	80	0.090	7.2
including	93	6.1	8.79	53.6	305	20	0.260	5.2
BHWF-041	70.1	18.3	1.24	22.7	230	60	0.040	2.4
(1) Drill thickness - True widths of drill intercepts have not been determined (2) Intercept at end of hole
Cautionary Statement: Historic drill data have been compiled and reviewed including drill logs, laboratory assay certificates, and location maps with regard to their location relative to recent (2008-2015) drill data.  Drill sites have been identified and confirmed through field review.  A Qualified Person has not done sufficient work to classify the historical information as a current mineral resource, and the Company is not treating the historical information as a current mineral resource.  Additional drilling and analysis will be required to verify the historical information or create a current mineral resource.

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Figure 4. Representative Cross-section across the Windfall Zone

EXPLORATION PLANNING

With completion of surface grab sampling results now available, along with compilation of recent and historic geologic and drill hole data at Windfall, the Company is finalizing initial drill targets designed to extend gold mineralization beyond the historic mining at Windfall.  The anticipated target areas are located on patented claims owned by Timberline and are fully permitted for drilling.

Further technical details of the Company’s Eureka project project may be viewed at:  http://timberlineresources.co/projects/Eureka-nevada/.

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.  Mr. Osterberg is not considered independent of the Company as defined in Section 1.5 of NI 43-101.

About Timberline Resources   

Timberline Resources Corporation is focused on advancing district-scale gold exploration and development projects in northern Nevada. These include: the 23 square mile Eureka property, comprised of the Lookout Mountain, Windfall, and Oswego areas, which lie along three parallel, north-south gold-mineralized 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.  These properties all lie on the prolific Battle Mountain-Eureka gold trend. Timberline also owns the Seven Troughs property, which is one of Nevada's highest-grade former gold producers. Timberline has increased its controlled mineral rights in Nevada to over 43 square miles (24,500 acres).  Detailed

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maps and NI 43-101 compliant estimated resource information for the Eureka property may be viewed at http://timberline-resources.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".

Cautionary note to U.S. investors concerning estimates of resources: This press release may use the terms “resources”, "measured resources", "indicated resources", “inferred resources” and "measured & indicated resources." We advise U.S. investors that while these terms are defined in and required by Canadian regulations, these terms are not defined terms under United States Securities and Exchange Commission (“SEC”) Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant "reserves" as in-place tonnage and grade without reference to unit measures.  U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into SEC Industry Guide 7 reserves.

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: new, high-grade, gold mineralization at Windfall, plans to conduct additional drilling in support of an initial open-pit oxide resource study, high discovery potential at Windfall, gold mineralization remaining unmined in the Windfall pit-area, initial drill targets designed to extend gold mineralization beyond the historic mining at Windfall, anticipated target areas located on patented claims, advancing district-scale gold exploration and development projects in northern Nevada; ownership of two joint venture projects - the Paiute project joint venture with Barrick Gold, and the Elder Creek project joint venture with McEwen Mining; and increasing its controlled mineral rights in Nevada to over 43 square miles (24,500 acres).  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. The Company’s earn-in to the Elder Creek project joint venture has not yet closed, there are a number of conditions precedent to such closing, and there are no assurances that the Company will complete the earn-in as contemplated or at all. 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, 2017.  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:  [email protected]

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EXHIBIT 99.2

FOR IMMEDIATE RELEASE

Timberline Announces Third Quarter 2018 Financial Results

Coeur d’Alene, Idaho – August 13, 2018 – Timberline Resources Corporation (OTCQB: TLRS; TSX-V: TBR) (“Timberline” or the “Company”) today announced consolidated financial results for its second fiscal year 2018 quarter which ended June 30, 2018.  A summary of selected financial results is presented in the following table:

($US 000’s, except earnings per share)		Quarter Ended June 30,
		2018	2017
Consolidated net loss		$(329)	$(301)
Consolidated net loss per share,      basic and diluted		(0.01)	(0.01)
Mineral exploration expenses		23	35
Working capital		283	164

  

Timberline reported a consolidated net loss of $0.3 million for the quarter ended June 30, 2018, including exploration expenditures of $23 thousand.  The Company has refocused its exploration efforts on advancing its other Nevada projects, and has signed a definitive agreement to acquire two joint venture interests in Nevada.

The Company also announced that Mr. Randal Hardy will resign as Chief Financial Officer and Corporate Secretary of the Company effective August 27, 2018 to pursue other business opportunities.  Mr. Hardy will remain engaged with the Company on an ongoing basis as an advisor and consultant. The Company’s Board of Directors and management express their appreciation for Mr. Hardy’s service and valuable contributions while serving the Company in various capacities during his eleven-year tenure and wish him well in his future endeavors.

Timberline’s President and CEO, Steve Osterberg, said, “We have strengthened and solidified our Board of Directors and are advancing the acquisition of the Elder Creek and Paiute projects in the Battle Mountain District, while continuing our focus on the Windfall, Lookout Mountain and Oswego projects at Eureka.  With excellent results from recent geological work and sample assays, we plan follow-up on each of these projects with further field testing including strategic drilling.”

About Timberline Resources   

Timberline Resources Corporation is focused on advancing district-scale gold exploration projects in Nevada, including its 23 square-mile Eureka property and other property interests in 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.  Upon completion of the property acquisition from AGEI, Timberline’s owned and controlled

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mineral rights in Nevada will increase to over 43 square miles (24,500 acres), including the Seven Troughs property in northern Nevada, known to be one of the state's highest grade, former gold producing properties.  Detailed maps and estimated NI 43-101 compliant resource information for the Eureka property may be viewed at http://timberline-resources.com/.  

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 advancing its other Nevada projects, a resignation and continued engagement as a consultant, advancing the acquisition of the Elder Creek and Paiute projects in the Battle Mountain District, continuing our focus on the Windfall, Lookout Mountain and Oswego projects at Eureka, follow-up on each of these projects with further field testing including strategic drilling, advancement of projects, exploration potential, completing property acquisition from AGEI, and the size of owned and controlled mineral rights in Nevada.  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, 2017.  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:  [email protected]

Website:  www.timberline-resources.com

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