Timberline Resources Corp

Timberline Resources Corp deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Timberline's merger into McEwen Mining closed after shareholders approved it at a special meeting - Timberline became a wholly owned McEwen subsidiary, each Timberline share converting into 0.01 McEwen shares. This closes out Timberline's story as an independent public company, culminating a run that began as a small Idaho gold explorer in the mid-2000s, survived a 2016 NYSE delisting and the 2018 loss of its Talapoosa flagship project, and ended being absorbed by the same major miner it had once partnered with on Elder Creek.

business combination

Timberline filed its final proxy for an August 16, 2024 vote on being acquired by McEwen Mining under an April 16, 2024 merger agreement. Each Timberline share would be exchanged for 0.01 McEwen share, worth about $0.10 per share based on the July 8, 2024 price, a roughly 175% premium to the April 15, 2024 close. Former Timberline holders would own about 3.6% of McEwen. The board unanimously recommends approval, and a majority of outstanding shares must vote yes. This begins the end of the long-running Timberline story, though the vote result is not yet known.

business combination

Timberline agreed to be acquired by McEwen Mining - its former Elder Creek joint-venture partner - in an all-stock merger at a 0.01 exchange ratio (100 Timberline shares per McEwen share), with Timberline's board unanimously recommending the deal to shareholders. This would end Timberline's run as an independent public company after nearly two decades, folding its Eureka gold project and other Nevada assets into McEwen.

business combination

Timberline closed the private placement, raising about $4.6 million from 23.1 million units - its largest capital raise since the $7.2 million round of 2007, and a striking turnaround from the $0.08/unit distress financings of 2018-2019.

capital raising announcement

Timberline said exploration had commenced at Lookout Mountain under the joint venture in which PM&G can earn 51% by funding US$6 million over two years. A 6-month, $2.6 million program of core and RC drilling was planned to start in September, targeting the high-grade Carlin-style trend around the pit that produced 17,700 ounces in 1987.

drilling progress report

Timberline formed a joint venture with PM&Gold Mines on its original Lookout Mountain project, letting PM&G earn an initial 51% interest by spending $6 million on exploration and development over two years - outside capital brought in to advance the project that had been Timberline's flagship before Talapoosa.

material agreement

Timberline closed its acquisition of the Elder Creek and Paiute Nevada properties from Americas Gold Exploration, becoming operator of both the McEwen Mining (Elder Creek) and Barrick/Lac Minerals (Paiute) joint ventures - completing the pivot announced in May.

capital raising announcement

Having lost Talapoosa, Timberline acquired two Nevada gold-copper properties in the Battle Mountain district from Americas Gold Exploration for 10 million shares plus 5 million warrants, gaining rights to earn into existing joint ventures with McEwen Mining (Elder Creek) and Barrick Gold's Lac Minerals subsidiary (Paiute) - a fresh strategic pivot bringing in major-miner JV partners.

material agreement

Timberline lost its flagship Talapoosa gold project: unable to make the required $2 million payment (plus 1 million shares) due March 31, 2018, its option agreement with Gunpoint Exploration terminated automatically and ownership of Talapoosa reverted entirely to Gunpoint, which still holds an 8.3% stake in Timberline. The company pivoted back to re-exploring its older Eureka (Lookout Mountain) project in Nevada - a major reversal after three years of promoting Talapoosa's economics.

material agreement termination

On October 19, 2016, Timberline amended its March 12, 2015 option to buy 100% of the Talapoosa project from Gunpoint and American Gold Capital. The option deadline was extended from September 12, 2017 to March 31, 2019, and the exercise price changed from US$10M cash to a tiered cash-and-shares price (US$11M plus 3.5M shares if closed by March 31, 2017, falling to US$8M plus 1.5M shares after March 31, 2018). To keep the option alive Timberline must pay US$1M plus 1M shares by March 31, 2017, US$2M plus 1M shares by March 31, 2018, and spend US$7.5M cumulatively by December 31, 2018. The amendment also removes Timberline's right to buy back a 1% royalty for US$3M and reworks a US$10M contingent payment, triggered if gold averages US$1,600/oz or more for 90 trading days, to be paid in two US$5M instalments (each up to half in shares). This fills the gap in the context for the November 2016 agreement.

material agreement

Timberline Resources Corp's securities were notified for removal from listing and registration on its exchange.

listing compliance notice

Rather than fight the listing standards, Timberline's board chose to voluntarily delist its common stock from NYSE MKT. Separately, it sold its 50% interest in the Butte Highlands JV - the 50/50 venture formed in 2009 with Ron Guill's Highland Mining - to New Jersey Mining Company for $225,000 cash plus 3 million New Jersey Mining shares, shedding a non-core legacy asset as it consolidated around Talapoosa.

listing compliance notice

NYSE MKT warned Timberline it was out of compliance with the exchange's financial-condition listing standard - its losses and impaired finances raised doubts about its ability to continue operating - and demanded a compliance plan within a week, a serious going-concern-flavored listing threat.

listing compliance notice

Timberline announced a preliminary economic assessment for Talapoosa showing a $136 million after-tax NPV and 39% IRR at $1,150/oz gold with $51 million in pre-production capital costs - strong early economics for the newly optioned project.

resource reserve update

Timberline signed an option agreement with Gunpoint Exploration and its affiliates for the exclusive right to buy 100% of the Talapoosa gold project in Nevada, with up to 30 months to exercise while working toward a feasibility study - the start of what would become Timberline's flagship asset.

capital raising announcement

Timberline closed the Wolfpack Gold (Nevada) acquisition and separately took over Wolfpack's option obligations to Seabridge Gold covering the Castle Black Rock interest - completing the merger and inheriting a new counterparty relationship with Seabridge.

asset acquisition disposition

NYSE MKT told Timberline its stock price was too low for continued listing and required a reverse stock split by November 2014; Timberline said it would seek shareholder approval for the split alongside the pending Wolfpack merger vote - the low share price and the merger financing needs now intertwined.

listing compliance notice

Timberline filed a preliminary proxy for a June 26, 2014 meeting to approve buying Wolfpack Gold (Nevada) Corp. under an arrangement agreement dated May 6, 2014, issuing 42,932,063 new shares to Wolfpack Gold Corp. That is a large issuance relative to a share price of about $0.13 (used for the fee calculation). Shareholders are also asked to approve a reverse split (between 1-for-5 and 1-for-12), an increase in authorized shares from 100M to 200M, and the usual annual-meeting items. Directors and officers holding about 1% have agreed to vote in favour. This is a new acquisition thread, unrelated to the 2010 Staccato deal.

business combination

Timberline and Wolfpack Gold signed a definitive Arrangement Agreement: Timberline will acquire Wolfpack Gold (Nevada) Corp - holding Wolfpack's Nevada gold properties plus about CAD$5.3 million cash - in a share-for-share exchange, structured as a British Columbia court-approved plan of arrangement expected to close in July 2014.

business combination

Timberline signed a non-binding letter of intent to merge with Wolfpack Gold Corp, with a binding exclusivity period through April 2014 while the two Nevada-focused explorers pursued due diligence toward a definitive deal.

material agreement

Timberline closed the sale of Timberline Drilling to its management buyers and signed the related drilling-services agreement guaranteeing at least $440,000-plus of discounted future drilling work - completing the exit from the drilling-services business first entered via the 2006 Kettle Drilling acquisition.

asset acquisition disposition

Timberline agreed to sell its Timberline Drilling subsidiary (the former Kettle Drilling, acquired in 2006) to its own management team via TDI Holdings for $8 million cash, a $1.35 million note, assumed debt and $1.1 million of future discounted drilling services - unwinding the 2006 diversification into drilling services to refocus purely on exploration.

material agreement

Timberline completed an all-stock acquisition of Staccato Gold Resources, a Canadian gold explorer, via a British Columbia court-approved plan of arrangement - one Timberline share for every seven Staccato shares - by far its largest corporate transaction yet, bringing in what would become the Lookout Mountain gold project in Nevada.

asset acquisition disposition

Timberline filed the final proxy for the May 28, 2010 special meeting to vote on buying Staccato Gold Resources, which settles the open question of the meeting date. The deal would issue about 14,517,542 new shares (valued at about $14.95M using a $1.03 share price for fee purposes), so existing holders would be heavily diluted. Holders of about 16% of shares have agreed to vote in favour, the board unanimously recommends approval, and the meeting also covers a larger equity incentive plan and its renewal. The vote outcome is not yet known.

business combination

Timberline filed a preliminary proxy for a special meeting to approve acquiring Staccato Gold Resources under an arrangement agreement dated March 22, 2010, issuing about 14,517,542 new Timberline shares as partial payment, which would be a large dilution of existing holders. Holders of about 16% of the shares have agreed to vote in favour, and the board unanimously recommends approval. Shareholders are also asked to approve a larger equity incentive plan and renew it; the meeting date is still blank.

business combination

Timberline recovered short-swing trading profits from John Swallow, its founding chairman, under Section 16(b) of the Exchange Act after reviewing his stock transactions while a director and executive - a real insider-trading compliance violation, resolved by Swallow repaying the full recoverable amount.

material agreement

Timberline's stock got a non-compliance notice from NYSE Alternext (the successor to the American Stock Exchange) for failing minimum stockholders'-equity and recurring-losses standards, requiring a compliance plan within 30 days - an early listing-standards warning consistent with an exploration company that had never turned a profit.

listing compliance notice

Timberline took $10 million from two $5 million convertible notes, one with director Ronald Guill and his wife and one with his company SMD, and used it to repay the $8 million Auramet loan. The notes were secured by a pledge of Timberline Drilling stock, and SMD received a right of first refusal on Butte Highlands.

capital raising announcement

Timberline and director Ronald Guill mutually terminated the $80 million SMD acquisition agreement from February 2008 without penalty, instead moving toward a 50/50 joint venture with SMD to develop the Butte Highlands Gold Project (SMD funding development costs) plus a separate $10 million financing from Guill - the outright buyout scaled back to a partnership as financing conditions apparently did not come together.

material agreement termination

The final proxy sets the shareholder meeting for August 22, 2008, to vote on the SMD purchase (filing fee based on a value of about $80.2 million), a share authorization raised to 50,000,000 shares, and reincorporation in Delaware. The Kettle-related Series A preferred stock was dealt with on June 27, 2008: 3,525,000 shares were bought back and cancelled for $7.5 million, funded by a short-term $8.0 million loan, and the other 1,175,000 were converted to common and passed to a private investor for $2.5 million. That leaves only common stock, with 28,479,903 shares outstanding at July 1, 2008, and the new share authorization is now partly meant to repay that loan.

business combination

the American Stock Exchange certified Timberline Resources Corp's securities for listing, clearing them to begin trading.

listing compliance notice

Timberline filed a preliminary proxy asking shareholders to approve buying Small Mine Development (SMD), with common stock issued as part of the price, plus a new authorization to issue up to 35,000,000 shares and a larger share pool for its equity incentive plan. The shares would also be used to finance repurchasing the Series A preferred stock issued in the Kettle deal. Director Ron Guill is a nominee; the later history indicates SMD is owned by him, but this excerpt does not say so. The meeting date is left blank in this preliminary version.

business combination

Timberline agreed to buy Small Mine Development (SMD), a Boise underground mine contractor, from its own board member Ronald Guill for $80 million ($45M cash, $15M stock, $20M deferred) - a large, related-party diversification into mine contracting, contingent on financing and shareholder approval.

material agreement

Timberline closed its purchase of Kettle Drilling, which the March 1 agreement had set out; Kettle is now a wholly owned subsidiary run by its existing principals. The total price was $4.8 million: $2.4 million cash, 5 million convertible preferred shares valued at 40 cents each, and $400,000 in promissory notes to Kettle's two principals, due in 180 days. Timberline also borrowed $400,000 from its Chairman and CEO, John Swallow, due in one year with monthly interest-only payments, to fund the cash portion. The price and structure differ from the March 1 terms ($2.8 million cash plus 5 million preferred shares).

asset acquisition disposition

Timberline agreed to buy Kettle Drilling, a private Idaho drilling contractor, for $2.8 million cash (to be raised via a private placement) plus 5 million shares of new convertible preferred stock - a diversification beyond pure exploration into owning drilling services.

material agreement