UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Timberline Resources Corporation
(Name of Issuer)
Common Stock
$0.001 par value per share
(Title of Class of Securities)
887133205
(CUSIP Number)
Nick Donovan
Crescat Portfolio Management LLC
44 Cook Street, Suite 100
Denver CO, 80206
303-271-9997
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 6, 2021
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule
13G to report the acquisition that is the subject of this
Schedule
13D, and is filing this schedule because of ss.ss.240.13d-1(e),
240.13d-1(f) or
240.13d-1(g), check the following box [].
Note: Schedules filed in paper format shall include a signed
original and five
copies of the schedule, including all exhibits. See ss.240.13d-
7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the
Act(however, see the Notes).
CUSIP No. 887133205 SCHEDULE 13DA
1 Names of Reporting Persons
Crescat Global Macro Master Fund LTD
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) WC
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Cayman Islands
7 Sole Voting Power 0 shares of Common Stock
8 Shared Voting Power 27,937,807 shares of Common Stock
(1)
9 Sole Dispositive Power 0 shares of Common Stock
10 Shared Dispositive Power 27,937,807 shares of Common Stock
(1)
11 Aggregate Amount Beneficially Owned by each Reporting
Person
27,937,807 shares of Common Stock (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
19.99%(1)
14 Type of Reporting Person (See Instructions)
CO
(1) Crescat Global Macro Master Fund LTD holds 10,007,948
shares of Common Stock (as defined herein) and Warrants
(as defined herein) to purchase 9,843,974 shares of Common
Stock. Crescat Precious Metals Master Fund LTD holds 5,855,116
shares of Common Stock and Warrants to purchase 5,427,558 shares
of Common Stock. Crescat Long/Short Master Fund LTD
(f/k/a Crescat Long/Short Fund LP) holds 1,386,936 shares of
Common Stock and Warrants to purchase 1,353,468 shares of Common
Stock. The Trust (as defined herein) holds 363,636 shares of
Common Stock and Warrants to purchase 363,636 shares of Common
Stock. The SMAs (as defined herein) hold 884,768 shares of Common Stock.
The 401k Account (as defined herein) holds 150,000 shares of Common
Stock. As a result of the Beneficial Ownership Blocker (as defined
herein), beneficial ownership of the Reporting Persons (as defined
herein) is capped at 19.99% of the outstanding Common Stock of the
Issuer, representing 27,937,807 shares of Common Stock calculated
as described herein as of the date hereof. See Item 5 of this Schedule
13D.
The calculation of the beneficial ownership of the Reporting Persons is
based on 139,696,022 shares of Common Stock issued and outstanding as
of September 30, 2021, as reported by the Issuer in its Annual Report
on Form 10-K for the fiscal year ended September 30, 2021, and (ii)
9,289,403 shares of Common Stock to be issued upon the conversion or
exercise of Warrants held by the Reporting Persons, which reflects the
Beneficial Ownership Blocker.
1 Names of Reporting Persons
Crescat Precious Metals Master Fund LTD
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) WC
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Cayman Islands
7 Sole Voting Power 0 shares of Common Stock
8 Shared Voting Power 27,937,807 shares of Common Stock
(1)
9 Sole Dispositive Power 0 shares of Common Stock
10 Shared Dispositive Power 27,937,807 shares of Common Stock
(1)
11 Aggregate Amount Beneficially Owned by each Reporting
Person
27,937,807 shares of Common Stock (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
19.99%(1)
14 Type of Reporting Person (See Instructions)
CO
(1) Crescat Global Macro Master Fund LTD holds
10,007,948 shares of Common Stock (as defined herein)
and Warrants (as defined herein) to purchase 9,843,974
shares of Common Stock. Crescat Precious Metals Master
Fund LTD holds 5,855,116 shares of Common Stock and
Warrants to purchase 5,427,558 shares of Common Stock.
Crescat Long/Short Master Fund LTD (f/k/a Crescat Long/Short
Fund LP) holds 1,386,936 shares of Common Stock and Warrants
to purchase 1,353,468 shares of Common Stock. The Trust
(as defined herein) holds 363,636 shares of Common Stock
and Warrants to purchase 363,636 shares of Common Stock.
The SMAs (as defined herein) hold 884,768 shares of Common
Stock. The 401k Account (as defined herein) holds 150,000
shares of Common Stock. As a result of the Beneficial
Ownership Blocker (as defined herein), beneficial ownership
of the Reporting Persons (as defined herein) is capped at
19.99% of the outstanding Common Stock of the Issuer,
representing 27,937,807 shares of Common Stock calculated
as described herein as of the date hereof. See Item 5
of this Schedule 13D.
The calculation of the beneficial ownership of the
Reporting Persons is based on 139,696,022 shares of
Common Stock issued and outstanding as of September
30, 2021, as reported by the Issuer in its Annual
Report on Form 10-K for the fiscal year ended
September 30, 2021, and (ii) 9,289,403 shares of
Common Stock to be issued upon the conversion or
exercise of Warrants held by the Reporting Persons,
which reflects the Beneficial Ownership Blocker.
1 Names of Reporting Persons
Crescat Long/Short Master Fund LTD
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) WC
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Cayman Islands
7 Sole Voting Power 0 shares of Common Stock
8 Shared Voting Power 27,937,807 shares of Common Stock
(1)
9 Sole Dispositive Power 0 shares of Common Stock
10 Shared Dispositive Power 27,937,807 shares of Common Stock
(1)
11 Aggregate Amount Beneficially Owned by each Reporting
Person
27,937,807 shares of Common Stock (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
19.99%(1)
14 Type of Reporting Person (See Instructions)
CO
(1) Crescat Global Macro Master Fund LTD holds
10,007,948 shares of Common Stock (as defined herein)
and Warrants (as defined herein) to purchase 9,843,974
shares of Common Stock. Crescat Precious Metals Master
Fund LTD holds 5,855,116 shares of Common Stock and
Warrants to purchase 5,427,558 shares of Common Stock.
Crescat Long/Short Master Fund LTD (f/k/a Crescat Long/Short
Fund LP) holds 1,386,936 shares of Common Stock and Warrants
to purchase 1,353,468 shares of Common Stock. The Trust
(as defined herein) holds 363,636 shares of Common Stock
and Warrants to purchase 363,636 shares of Common Stock.
The SMAs (as defined herein) hold 884,768 shares of Common
Stock. The 401k Account (as defined herein) holds 150,000
shares of Common Stock. As a result of the Beneficial
Ownership Blocker (as defined herein), beneficial ownership
of the Reporting Persons (as defined herein) is capped at
19.99% of the outstanding Common Stock of the Issuer,
representing 27,937,807 shares of Common Stock calculated
as described herein as of the date hereof. See Item 5 of
this Schedule 13D.
The calculation of the beneficial ownership of the Reporting
Persons is based on 139,696,022 shares of Common Stock issued
and outstanding as of September 30, 2021, as reported by the
Issuer in its Annual Report on Form 10-K for the fiscal year
ended September 30, 2021, and (ii) 9,289,403 shares of Common
Stock to be issued upon the conversion or exercise of Warrants
held by the Reporting Persons, which reflects the Beneficial
Ownership Blocker.
1 Names of Reporting Persons
Crescat Portfolio Management LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) WC
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Colorado
7 Sole Voting Power 0 shares of Common Stock
8 Shared Voting Power 27,937,807 shares of Common Stock
(1)
9 Sole Dispositive Power 0 shares of Common Stock
10 Shared Dispositive Power 27,937,807 shares of Common Stock
(1)
11 Aggregate Amount Beneficially Owned by each Reporting
Person
27,937,807 shares of Common Stock (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
19.99%(1)
14 Type of Reporting Person (See Instructions)
OO
(1) Crescat Global Macro Master Fund LTD holds 10,007,948 shares
of Common Stock (as defined herein) and Warrants (as defined herein)
to purchase 9,843,974 shares of Common Stock. Crescat Precious
Metals Master Fund LTD holds 5,855,116 shares of Common Stock and
Warrants to purchase 5,427,558 shares of Common Stock. Crescat
Long/Short Master Fund LTD (f/k/a Crescat Long/Short Fund LP)
holds 1,386,936 shares of Common Stock and Warrants to purchase
1,353,468 shares of Common Stock. The Trust (as defined herein)
holds 363,636 shares of Common Stock and Warrants to purchase
363,636 shares of Common Stock. The SMAs (as defined herein)
hold 884,768 shares of Common Stock. The 401k Account (as
defined herein) holds 150,000 shares of Common Stock. As a
result of the Beneficial Ownership Blocker (as defined herein),
beneficial ownership of the Reporting Persons (as defined herein)
is capped at 19.99% of the outstanding Common Stock of the Issuer,
representing 27,937,807 shares of Common Stock calculated as
described herein as of the date hereof. See Item 5 of this Schedule 13D.
The calculation of the beneficial ownership of the Reporting
Persons is based on 139,696,022 shares of Common Stock issued
and outstanding as of September 30, 2021, as reported by the
Issuer in its Annual Report on Form 10-K for the fiscal year
ended September 30, 2021, and (ii) 9,289,403 shares of Common
Stock to be issued upon the conversion or exercise of Warrants
held by the Reporting Persons, which reflects the Beneficial
Ownership Blocker.
1 Names of Reporting Persons
Kevin and Linda Smith Living Trust dtd 7/21/1998
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) PF
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Colorado
7 Sole Voting Power 363,636 shares of Common Stock(2)
8 Shared Voting Power 27,937,807 shares of Common Stock
(1)
9 Sole Dispositive Power 363,636 shares of Common Stock(2)
10 Shared Dispositive Power 27,937,807 shares of Common Stock
(1)
11 Aggregate Amount Beneficially Owned by each Reporting
Person
27,937,807 shares of Common Stock (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
19.99%(1)
14 Type of Reporting Person (See Instructions)
OO
(1) Crescat Global Macro Master Fund LTD holds 10,007,948 shares
of Common Stock (as defined herein) and Warrants (as defined herein)
to purchase 9,843,974 shares of Common Stock. Crescat Precious Metals
Master Fund LTD holds 5,855,116 shares of Common Stock and Warrants to
purchase 5,427,558 shares of Common Stock. Crescat Long/Short Master
Fund LTD (f/k/a Crescat Long/Short Fund LP) holds 1,386,936 shares of
Common Stock and Warrants to purchase 1,353,468 shares of Common Stock.
The Trust (as defined herein) holds 363,636 shares of Common Stock and
Warrants to purchase 363,636 shares of Common Stock. The SMAs (as defined
herein) hold 884,768 shares of Common Stock. The 401k Account (as defined
herein) holds 150,000 shares of Common Stock. As a result of the Beneficial
Ownership Blocker (as defined herein), beneficial ownership of the Reporting
Persons (as defined herein) is capped at 19.99% of the outstanding Common
Stock of the Issuer, representing 27,937,807 shares of Common Stock calculated
as described herein as of the date hereof. See Item 5 of this Schedule 13D.
The calculation of the beneficial ownership of the Reporting Persons is
based on 139,696,022 shares of Common Stock issued and outstanding as of
September 30, 2021, as reported by the Issuer in its Annual Report on Form
10-K for the fiscal year ended September 30, 2021, and (ii) 9,289,403 shares
of Common Stock to be issued upon the conversion or exercise of Warrants
held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.
(2) Kevin C. Smith and Linda C. Smith are the trustees of the Trust
and in such capacities holds voting and dispositive power
over the Common Stock held by the Trust.
1 Names of Reporting Persons
Kevin C. Smith
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) PF
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization United States
7 Sole Voting Power 150,000 shares of Common Stock(2)
8 Shared Voting Power 27,937,807 shares of Common Stock
(1)
9 Sole Dispositive Power 150,000 shares of Common Stock(2)
10 Shared Dispositive Power 27,937,807 shares of Common Stock
(1)
11 Aggregate Amount Beneficially Owned by each Reporting
Person
27,937,807 shares of Common Stock (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
19.99%(1)
14 Type of Reporting Person (See Instructions)
IN
(1) Global Macro Master Fund LTD holds 10,007,948 shares
of Common Stock (as defined herein) and Warrants (as defined
herein) to purchase 9,843,974 shares of Common Stock. Crescat
Precious Metals Master Fund LTD holds 5,855,116 shares of
Common Stock and Warrants to purchase 5,427,558 shares of
Common Stock. Crescat Long/Short Master Fund LTD (f/k/a Crescat
Long/Short Fund LP) holds 1,386,936 shares of Common Stock and
Warrants to purchase 1,353,468 shares of Common Stock. The Trust
(as defined herein) holds 363,636 shares of Common Stock and
Warrants to purchase 363,636 shares of Common Stock. The SMAs
(as defined herein) hold 884,768 shares of Common Stock. The
401k Account (as defined herein) holds 150,000 shares of Common
Stock. As a result of the Beneficial Ownership Blocker (as defined
herein), beneficial ownership of the Reporting Persons (as defined
herein) is capped at 19.99% of the outstanding Common Stock of the
Issuer, representing 27,937,807 shares of Common Stock calculated
as described herein as of the date hereof. See Item 5 of this
Schedule 13D.
The calculation of the beneficial ownership of the Reporting
Persons is based on 139,696,022 shares of Common Stock issued
and outstanding as of September 30, 2021, as reported by the
Issuer in its Annual Report on Form 10-K for the fiscal year
ended September 30, 2021, and (ii) 9,289,403 shares of Common
Stock to be issued upon the conversion or exercise of Warrants
held by the Reporting Persons, which reflects the Beneficial
Ownership Blocker.
(2) As of even date, Kevin C. Smith holds 150,000 shares
of Common Stock in a self-directed 401k account and is deemed
to hold voting and dispositive power over the securities.
CUSIP No. 887133205 SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, $0.001 par
value per share (the Common Stock), of Timberline Resources
Corporation, a Delaware corporation (the Issuer). The
principal executive office of the Issuer is 101 East Lakeside
Avenue, Coeur dAlene, Idaho 83814.
Item 2. Identity and Background
(a) This Schedule 13D is being filed jointly by Crescat
Long/Short Master Fund LTD, a Cayman Islands exempted company,
Crescat Precious Metals Master Fund LTD, a Cayman Islands
exempted company, Crescat Global Macro Master Fund LTD, a Cayman
Islands exempted company (the foregoing, the Crescat Funds),
separately managed accounts advised by Crescat Portfolio
Management LLC (SMAs), Kevin and Linda Smith Living Trust
dated 7/21/1998 (the Trust), and a personal 401k account
controlled by Kevin C. Smith which holds the Issuers Common
Stock (the 401k Account) (the Crescat Funds, together with
the Trust, SMAs and the 401k Account, the Reporting Persons)
Crescat Portfolio Management LLC, a Colorado limited liability
company (CPM), whose managers are Kevin C. Smith and Linda C.
Smith, is the adviser to the Crescat Funds and the SMAs. CPM
governs the investment strategy and decision-making process
with respect to investments held by the Crescat Funds and the SMAs.
As a result, for each of the Crescat Funds and the SMAs,
Kevin C. Smith and Linda C. Smith may be deemed to share
voting and dispositive power with respect to the securities
held by the Reporting Persons.
The Reporting Persons have entered into a Joint Filing Agreement,
dated February 11, 2022, pursuant to which the Reporting Persons
have agreed to file this Schedule 13D jointly in accordance with
the provisions of Rule 13d-1(k)(1) promulgated under the Act.
(b) The principal business address of each of the Reporting
Persons, Crescat Funds, SMAs, CPM, Trust, 401k Account, and Mr.
Kevin C. Smith and Mrs. Linda C. Smith is 44 Cook Street, Suite
100, Denver, CO 80206 (formerly 1560 Broadway, Suite 2270, Denver,
CO 80202).
(c) Each of the Reporting Persons, Crescat Funds, SMAs,
CPM, Trust, and 401k Account are principally engaged in the
business of investment in securities. Kevin C. Smith and
Linda C. Smith are managers of CPM.
(d) During the last five years, none of the Reporting Persons,
Crescat Funds, SMAs, CPM, the trustees of the Trust, Mr. Kevin C.
Smith or Mrs. Linda C. Smith have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons,
Crescat Funds, SMAs, CPM, the Trust, 401k Account, Mr. Kevin C. Smith
or Mrs. Linda C. Smith have been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violation of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Crescat Precious Metals Master Fund LTD,
Crescat Global Macro Master Fund LTD, and Crescat Long/Short
Master Fund LTD are organized under the laws of the Cayman Islands.
The Trust is organized under the laws of the State of Colorado.
Kevin C. Smith and Linda C. Smith are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On August 28, 2020, the Issuer closed the sale of a non-brokered
private offering (the First Offering) of 33,636,364 Units priced
at $0.11 per Unit. Each Unit is comprised of one share of Common Stock,
and one warrant to purchase one share of Common Stock at a price of
$0.20 per share of Common Stock (the Original Warrants).
Pursuant to the First Offering, (i) Crescat Global Macro Master Fund LTD
purchased 9,680,000 shares of Common Stock and Warrants to purchase
9,680,000 shares of Common Stock for a total purchase price of $1,064,800,
(ii) Crescat Precious Metals Master Fund LTD purchased 5,000,000 shares
of Common Stock and Warrants to purchase 5,000,000 shares of Common Stock
for a total purchase price of $550,000, (iii) Crescat Long/Short Master
Fund LTD (f/k/a Crescat Long/Short Fund LP) purchased 1,320,000 shares
of Common Stock and Warrants to purchase 1,320,000 shares of Common Stock
for a total purchase price of $145,200, and (iv) the Trust purchased
363,636 shares of Common Stock and Warrants to purchase 363,636 shares
of Common Stock for a total purchase price of $40,000.
On June 29, 2021, the Issuer closed another sale of a non-brokered
private offering (the Second Offering) of 23,070,798 Units priced
at $0.20 per Unit. Each Unit is comprised of one share of Common Stock
and one-half of one purchase warrant to purchase one share of Common
Stock at a price of $0.30 per share (the Additional Warrants)
(the Original Warrants and Additional Warrants are collectively
referred to herein as the Warrants).
Pursuant to the Second Offering, (i) Crescat Global Macro Master
Fund LTD purchased 327,948 shares of Common Stock and Warrants to
purchase 163,974 shares of Common Stock for a total purchase price
of $65,590, (ii) Crescat Precious Metals Master Fund LTD purchased
855,116 shares of Common Stock and Warrants to purchase 427,558
shares of Common Stock for a total purchase price of $171,023, and
(iii) Crescat Long/Short Master Fund LTD (f/k/a Crescat Long/Short
Fund LP) purchased 66,936 shares of Common Stock and Warrants to
purchase 33,468 shares of Common Stock for a total purchase price
of $13,387.
Separate from the First and Second Offerings, both (i) the SMAs
holds 884,768 shares of Common Stock and (ii) the 401k Account
holds 150,000 shares of Common Stock acquired from trading in
the securities of the Issuer in the public exchanges. As of the
original 13D filing, the 401k Account held 50,000 shares of
Common Stock. On September 30, 2020, the 401k Account acquired
100,000 additional shares of Common Stock for $0.23 per share
on the public exchanges.
The Crescat Funds and the SMAs used their own working capital
to acquire the securities. The Trust and the 401k Account used
personal funds to acquire the securities.
Item 4. Purpose of Transaction
The information set forth in or incorporated by reference in
Item 3 of this Schedule 13D is incorporated by reference in
its entirety into this Item 4. The purpose of this filing is
to report Dr. Quinton Hennighs resignation as a member of
the Issuers board of directors on August 6, 2021; Crescat
Long/Short Fund LPs reorganization into Crescat Long/Short
Master Fund LTD with no change in beneficial ownership on
October 1, 2021; CPMs new address of 44 Cook Street, Suite 100,
Denver, CO 80206 as of October 1, 2021; and the Reporting Persons
most recent Common Stock and Warrants held in the Issuer.
Warrants
References to and the description of the Warrants
and Additional Warrants set forth in this Item 4 do
not purport to be complete and are qualified in their
entirety by reference to the form of Warrant.
Exercisability. The Original Warrants are exercisable
at any time and will expire on August 15, 2023. The
Additional Warrants are exercisable at any time and
will expire on May 31, 2023.
Exercise Blocker. Pursuant to a signed undertaking
dated August 25, 2020, Kevin C. Smith, acting on
behalf of the Crescat Funds, SMAs and the Trust, is
prohibited from exercising the Warrants into shares
of Common Stock if, as a result of such exercise, the
holder, together with its affiliates, would beneficially
own more than 19.99% of the total number of shares of
Common Stock then issued and outstanding immediately
after giving effect to the exercise (the Beneficial
Ownership Blocker); provided, however, that the Reporting
Persons, upon the Issuer seeking and obtaining disinterested
shareholder approval, may elect to exercise the Warrants
to beneficially own more than 19.99% of the total number
of shares of Common Stock.
Exercise Price. The initial exercise price per share of
Common Stock purchasable upon exercise of the Original
Warrants is $0.20. The initial exercise price per share of
Common Stock purchasable upon exercise of the Additional
Warrants is $0.30. The exercise price is subject to appropriate
adjustment in the event of certain stock dividends and
distributions, stock splits, stock combinations,
reclassifications or similar events affecting the Common Stock.
Rights as a Stockholder. Except as otherwise provided in the
Warrants or Additional Warrants or by virtue of the holders
ownership of shares of Common Stock, the holder of a Warrant
or Additional Warrant does not have the rights or privileges
of a holder of Common Stock, including any voting rights,
until the holder exercises the Warrants.
Board Representation
Dr. Quinton Hennigh became a full-time employee of CPM on
August 15, 2021, and resigned as a member of the Issuers
board of directors on August 6, 2021 (the Board).
Notwithstanding Dr. Hennighs resignation, in their capacity
as significant stockholders of the Issuer, the Reporting Persons
intend to take an active role in working with the Issuers
management and the Board on operational, financial and strategic
initiatives. The Reporting Persons review and intend to continue
to review, on an ongoing and continuing basis, their investment
in the Issuer. Depending upon the factors discussed below and
subject to applicable law, the Reporting Persons may from time to
time acquire additional securities of the Issuer, exercise their
Warrants for shares of Common Stock or sell or otherwise dispose
of some or all of their securities of the Issuer. Such conversions,
exercises and sales may or may not impact the percentage of Common
Stock beneficially owned in light of the Beneficial Ownership Blocker.
Any transactions that the Reporting Persons may pursue may be made
at any time and from time to time without prior notice and will
depend upon a variety of factors, including, without limitation,
current and anticipated future trading prices of the securities of
the Issuer, the financial condition, results of operations and
prospects of the Issuer, general economic, financial market and
industry conditions, other investment and business opportunities
available to the Reporting Persons, tax considerations and other
factors.
Other than as described above, the Reporting Persons currently have
no plans or proposals that relate to or would result in any of the
transactions involving the Issuer described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D (although the Reporting or
proposing any such transactions and, in that connection, may
discuss, evaluate and/or pursue any such transactions with their
advisors, the Issuer or other persons).
Item 5. Interest in Securities of the Issuer
The information set forth in or incorporated by reference in
Items 2, 3 and 4 and on the cover pages of this Schedule 13D
is incorporated by reference in its entirety into this Item 5.
(a) to (c) As further described in Item 3 of this Schedule 13D,
on August 28, 2020, the Issuer closed the sale of a non-brokered
private offering (the First Offering) of 33,636,364 of Units
priced at $0.11 per Unit. Each Unit is comprised of one share of
Common Stock and one warrant to purchase one share of Common Stock
at a price of $0.20 per share of Common Stock (the Original Warrants).
Pursuant to the First Offering, (i) Crescat Global Macro Master
Fund LTD purchased 9,680,000 shares of Common Stock and Warrants
to purchase 9,680,000 shares of Common Stock for a total purchase
price of $1,064,800, (ii) Crescat Precious Metals Master Fund LTD
purchased 5,000,000 shares of Common Stock and Warrants to purchase
5,000,000 shares of Common Stock for a total purchase price of $550,000,
(iii) Crescat Long/Short Master Fund LTD (f/k/a Crescat Long/Short Fund LP)
purchased 1,320,000 shares of Common Stock and Warrants to purchase
1,320,000 shares of Common Stock for a total purchase price of $145,200,
and (iv) the Trust purchased 363,636 shares of Common Stock and Warrants to
purchase 363,636 shares of Common Stock for a total purchase price
of $40,000.
On June 29, 2021, the Issuer closed another sale of a non-brokered
private offering (the Second Offering) of 23,070,798 Units priced
at $0.20 per Unit. Each Unit is comprised of one share of Common Stock
and one-half of one purchase warrant to purchase one share of Common
Stock at a price of $0.30 per share (the Additional Warrants)
(the Original Warrants and Additional Warrants are collectively
referred to herein as the Warrants).
Pursuant to the Second Offering, (i) Crescat Global Macro Master
Fund LTD purchased 327,948 shares of Common Stock and Warrants to
purchase 163,974 shares of Common Stock for a total purchase price
of $65,590, (ii) Crescat Precious Metals Master Fund LTD purchased
855,116 shares of Common Stock and Warrants to purchase 427,558
shares of Common Stock for a total purchase price of $171,023,
and (iii) Crescat Long/Short Master Fund LTD (f/k/a Crescat Long/Short
Fund LP) purchased 66,936 shares of Common Stock and Warrants to
purchase 33,468 shares of Common Stock for a total purchase
price of $13,387.
As a result of the Beneficial Ownership Blocker (as defined herein),
beneficial ownership of the Reporting Persons (as defined herein) is
capped at 19.99% of the outstanding Common Stock of the Issuer,
representing 27,937,807 shares of Common Stock calculated as described
herein as of the date hereof. Accordingly, pursuant to Rule 13d-3
of the Act and the relationships described in Item 2 of this
Schedule 13D, the Reporting Persons may be deemed to collectively
beneficially own 19.99% of the outstanding Common Stock of the
Issuer, representing 9,289,403 shares of Common Stock as
of the date hereof.
The calculation of the beneficial ownership of the Reporting
Persons is based on (i) 139,696,022 shares of Common Stock
issued and outstanding as of September 30, 2021, as reported
by the Issuer in its Annual Report on Form 10-K for the year
ended September 30, 2021, and (ii) 9,289,403 shares of Common
Stock to be issued upon the conversion or exercise of Warrants
held by the Reporting Persons, which reflects the Beneficial
Ownership Blocker.
(d) Except as otherwise described in this Item 5, no one other
than the Reporting Persons has the right to receive, or the
power to direct the receipt of, dividends from, or the proceeds
from the sale of, any of the Common Stock beneficially owned by
the Reporting Persons as described in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The information set forth in or incorporated by reference in
Items 3 and 4 of this Schedule 13D is incorporated by reference
in its entirety into this Item 6.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: February 15, 2022
CRESCAT GLOBAL MACRO MASTER FUND LTD
By: /s/ Kevin C. Smith
Title: Director
CRESCAT PRECIOUS METAL MASTER FUND LTD
By: /s/ Kevin C. Smith
Title: Director
CRESCAT LONG/SHORT MASTER FUND LTD
By: /s/ Kevin C. Smith
Title: Director
CRESCAT PORTFOLIO MANAGEMENT LLC
By: /s/ Kevin C. Smith
Title: Manager
KEVIN AND LINDA SMITH LIVING TRUST DTD 7/21/1998
By: /s/ Kevin C. Smith
Title: Trustee
KEVIN C. SMITH
/s/ Kevin C. Smith
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of a Statement on
Schedule 13DA (including additional amendments thereto) with
respect to the shares of Common Stock and Warrants of Timberline
Resources Corporation, a Delaware corporation. This Joint
Filing Agreement shall be filed as an Exhibit to such Statement.
Date: February 15, 2022
CRESCAT GLOBAL MACRO MASTER FUND LTD
By: /s/ Kevin C. Smith
Title: Director
CRESCAT PRECIOUS METAL MASTER FUND LTD
By: /s/ Kevin C. Smith
Title: Director
CRESCAT LONG/SHORT MASTER FUND LTD
By: /s/ Kevin C. Smith
Title: Director
CRESCAT PORTFOLIO MANAGEMENT LLC
By: /s/ Kevin C. Smith
Title: Manager
KEVIN AND LINDA SMITH LIVING TRUST DTD 7/21/1998
By: /s/ Kevin C. Smith
Title: Trustee
KEVIN C. SMITH
/s/ Kevin C. Smith