Each one in plain English, with the numbers worked through for a shareholder.
25 May 2007material agreement▲ Good
Timberline agreed to buy the Butte Highlands Gold Project - eight patented and eight unpatented claims near Butte, Montana - from Butte Highlands Mining Company for $621,000 (mostly cash, some stock), expanding beyond its Idaho/Nevada gold ground.
Timberline said it would restate its June 2006 quarterly report to fix mathematical errors that had understated that quarter's net loss - a bookkeeping correction, not evidence of any deeper problem, found during a routine accountant transition review.
Timberline closed a $2.73 million private placement of stock-and-warrant units at $0.65/unit with 10 accredited investors, including $2.18 million from director Harris Kupperman's Praetorian Offshore - continued reliance on small, insider-heavy private placements to fund operations.
Timberline signed a non-final memorandum of understanding for a lease/option to buy 100% of the Conglomerate Mesa gold project in Inyo County, California. First-year terms are a $75,000 payment, 100,000 shares and $100,000 of exploration spending, with a 4% royalty on production; drilling is planned for early 2007. This is a new exploration project; the filing says the terms are in an MOU outlining a future agreement, so the final deal is not yet signed.
Timberline dismissed its auditor Williams & Webster - a cost-cutting move and a switch to a firm more familiar with new subsidiary Kettle Drilling, not a dispute; the outgoing auditor's last report had included a going-concern qualification given Timberline's lack of revenue and history of losses.
Timberline exercised its option and signed the full Mining Lease and Option to Purchase for Diversified Inholdings' East Camp Douglas property in Nevada, converting the June 2006 exploration license into a firm long-term lease with a purchase option - due diligence on the high-grade gold showings came back positive enough to proceed.
Timberline signed an exploration license and option to lease Diversified Inholdings' East Camp Douglas property in Nevada's Walker Lane mineral belt - 87 claims over 1,700+ acres with historical high-grade gold intercepts - giving Timberline a 45-day due-diligence window before committing to a full mining lease.
Timberline signed a letter of intent to lease, with an option to buy, 22 unpatented mining claims in Mineral County, Nevada from private owners, with lease payments escalating from $20,000 to $50,000 a year and a $500,000 purchase option plus a small net-smelter royalty - another small Nevada exploration property added to the portfolio.
Timberline closed the final tranche of a private placement of stock-and-warrant units at $0.55/unit, raising an additional $1.4 million from 17 accredited investors - routine dilutive financing typical of an early-stage explorer with no production revenue.
Timberline signed a memorandum of understanding letting Christopher James Gold Corporation earn up to a 75% interest in Timberline's Olympic-Sun and Cedar Mountain gold projects in Nevada by spending up to $2.5 million on exploration and completing a feasibility study - a farm-out bringing in outside money to advance two Nevada gold prospects.
10 Mar 2006asset acquisition disposition● NeutralMajor
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).
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.
Hecla Mining, Timberline's earn-in partner on the Snowstorm project in Shoshone County, Idaho, chose to take a 4% royalty instead of continuing as a joint-venture participant, and handed over its roughly 750-acre claim interest to Timberline - Timberline now owns Snowstorm outright, subject to Hecla's royalty.
Timberline borrowed $100,000 from its own Chairman, John Swallow, at 10% interest - insider financing for a small exploration company with little other access to capital, repayable in cash or stock at Timberline's option.