15 Nov 2010drilling result▲ Good
Timberline reported a drill intercept of 100.6 metres grading 1.06 g/t gold at its newly acquired Lookout Mountain project in Nevada - early positive drilling news validating the Staccato Gold acquisition.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
23 June 2010debt financing● Neutral
Timberline extended the maturity of its $5 million convertible note held by director Ron Guill's Small Mine Development to April 2012 and switched to monthly cash interest payments - the insider debt from the 2008 SMD financing was still outstanding and needed continued accommodation.
8 June 2010asset acquisition disposition▲ GoodMajor
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.
3 May 2010business combination● NeutralMajor
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.
20 Apr 2010business combination● NeutralMajor
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.
25 Nov 2009capital raising announcement● Neutral
Timberline closed another private placement, raising just over $3 million from 3 million stock-and-warrant units at $1.00/unit, for exploration and working capital - continued small dilutive financing after the SMD deal collapse and Alternext listing warning.
9 Oct 2009material agreement▼ BadMajor
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.
24 Sept 2009security holder rights change▼ Bad
Timberline slashed the exercise price of about 1.3 million expiring warrants from $3.50 to $0.50 and extended their expiration to induce holders to exercise - a sign the stock had fallen far enough that the original warrants were worthless, and the company needed the cash from exercises.
27 July 2009material agreement▲ Good
Timberline and Highland Mining (owned by director Ron Guill) formed the planned 50/50 Butte Highlands JV, with Timberline contributing the Butte Highlands property at a deemed $2 million value and Highland funding all future mine development - the joint-venture structure floated when the outright SMD sale fell apart in 2008 was now formalized, with Guill managing the JV.
20 July 2009capital raising announcement▼ Bad
Timberline settled a $924,000 unpaid invoice from Jefferies & Co. for advisory work on the failed SMD acquisition financing by paying $50,000 cash plus 950,000 restricted shares - a stock-heavy settlement reflecting how cash-strapped the company was after the SMD deal collapsed.
20 Feb 2009listing compliance notice▼ BadMajor
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.
12 Jan 2009material agreement● Neutral
Timberline made routine tax-compliance amendments to the employment agreements of three executives (Paul Dircksen, Randal Hardy, John Swallow) to satisfy IRC Section 409A deferred-compensation rules - an administrative housekeeping item with no operational substance.
6 Nov 2008capital raising announcement▼ BadMajor
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.
29 Oct 2008material agreement termination▼ BadMajor
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.
1 Aug 2008business combination● NeutralMajor
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.
3 July 2008capital raising announcement● Neutral
Timberline borrowed $8 million from Auramet Trading and used $7.5 million of it to buy back most of the Series A preferred stock held by Douglas Kettle (the former owner of Kettle Drilling) - unwinding part of the 2006 Kettle Drilling deal's preferred-stock consideration.
9 May 2008listing compliance notice▲ GoodMajor
the American Stock Exchange certified Timberline Resources Corp's securities for listing, clearing them to begin trading.
22 Apr 2008business combination● NeutralMajor
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.
28 Feb 2008material agreement▲ GoodMajor
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.
18 Oct 2007capital raising announcement▲ Good
Timberline closed a three-tranche private placement raising $7.2 million from 2.6 million stock-and-warrant units at $2.75/unit - by far its largest raise to date, earmarked for drilling equipment, exploration on several projects, debt reduction and evaluating acquisitions in mining services.
24 July 2007asset acquisition disposition▲ Good
Timberline signed a deal with private owners Steve Van Ert and Noel Cousins for the right to earn a 100% interest in the 325-claim Conglomerate Mesa property in Inyo County, California - a large new exploration ground with prior gold and silver-lead-zinc showings, subject to a 4% royalty (partly buyable out).
24 July 2007asset acquisition disposition▲ Good
Timberline closed its purchase of the Butte Highlands Gold Project from Butte Highlands Mining Company for the previously agreed $621,000 (cash and stock), taking ownership of the Montana claims and assuming related liabilities.
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.
18 Jan 2007financial restatement▼ Bad
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.
27 Dec 2006capital raising announcement● Neutral
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.
28 Sept 2006material agreement● Neutral
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.
12 Sept 2006auditor change● Neutral
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.
22 Aug 2006material agreement▲ Good
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.
7 July 2006material agreement▲ Good
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.
7 July 2006material agreement● Neutral
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.