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 28, 2020
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
Common Stock, $0.001 par value | | TLRS TBR | | OTCQB TSX-V |
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
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02Unregistered Sales of Equity Securities
On August 28, 2020, Timberline Resources announced that it has closed the sale of a private placement offering of Units of the Company at a price of US$0.11 per Unit. Each Unit consists of one share of common stock of the Company and one common share purchase Class L warrant (each whole such warrant a “Warrant”), with each Warrant exercisable to acquire an additional share of common stock of the Company at a price of US$0.20 per share until the warrant expiration date of August 15, 2023. A form of the warrant is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A finder’s fee of 6% was paid to a licensed broker in relation to a portion of the Offering.
In the Offering that closed on August 28, 2020, accredited investors subscribed for 33,636,364 Units on a private placement basis at a price of US$0.11 per unit for total proceeds of US$3,700,000. As a result, 33,636,364 shares of common stock of the Company and 33,636,364 Warrants were issued and 33,636,634 shares of common stock were reserved for issuance pursuant to Warrant exercises.
Entities managed by Crescat Capital (“Crescat”) subscribed US$1,800,000 of the Offering to acquire 16,363,636 Units. Crescat is a global macro asset management firm headquartered in Denver, CO. Two insiders of the Company subscribed for 909,091 Units of the Offering.
The Offering was 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 securities laws.
SECTION 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure.
On August 31, 2020, the Company issued a press release entitled “Timberline Resources Closes US$3.7 Million Private Placement”.
A copy of the press release is attached as Exhibit 99.2 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release attached hereto is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
4.1Form of Class L Warrant
99.1Press Release of Timberline Resources Corporation dated August 31, 2020*
*The foregoing exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
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: September 1, 2020 | By: | /s/ Steven A Osterberg |
| | | Steven A. Osterberg
Chief Executive Officer |
