Timberline Amends Agreement to Acquire Assets of Wolfpack Gold
COEUR D'ALENE, IDAHO--(Marketwired - Apr 17, 2014) - Timberline
Resources Corporation (NYSEMKT:TLR)(TSX-VENTURE:TBR) ("Timberline"
or the "Company") announced today that it has restructured its
proposed acquisition of Wolfpack Gold Corp. (TSX-VENTURE:WFP)
("Wolfpack") and has executed an Amended Letter of Intent ("LOI")
reflecting the revised terms. Timberline's acquisition of Wolfpack
is expected to create a Nevada-focused gold exploration company
with a substantial portfolio of quality assets in a world-class
jurisdiction.
Pursuant to the amended structure, Timberline intends to acquire
all of the outstanding shares of a Wolfpack subsidiary which will
hold all of Wolfpack's current assets other than its uranium
holdings in exchange for shares of common stock in the capital of
Timberline at a ratio equal to 0.75 shares of Timberline for each
outstanding share of Wolfpack. Wolfpack expects to distribute the
Timberline shares to its shareholders at closing through dividend
or other means. Under the amended terms of the LOI, Timberline will
retain ownership of its 50% carried-to-production interest in the
Butte Highlands Gold Project in Montana.
Upon completion of the transaction, Timberline shareholders will
hold, as a group, approximately 65% of the outstanding shares of
Timberline, while Wolfpack shareholders will hold, as a group,
approximately 35% of the outstanding Timberline shares. At a result
of the acquisition, Timberline will acquire a number of gold
projects in Nevada and approximately US$4.7 million in cash,
inclusive of the loan. The exact transaction structure and timing
will be determined following completion of due diligence and a
review of tax, securities law and related issues, and remain
subject to any necessary shareholder, corporate, and regulatory
approvals.
Timberline President and CEO Paul Dircksen commented, "We are
pleased that this amended acquisition structure includes a greater
share of ownership for Timberline shareholders and the retention of
our ownership interest in the Butte Highlands project where final
permits appear to be forthcoming soon. While operation of the
project is in the hands of our joint venture partner, who has
already completed significant pre-development work, Timberline's
shareholders will continue to benefit from the future developments
at Butte Highlands as well as acquire ownership of additional gold
properties in Nevada, and funding that will allow us to advance our
priority properties".
Timberline and Wolfpack have agreed to extend the exclusivity
period until May 5, 2014, during which time the parties will
complete their respective due diligence and, upon satisfactory
completion thereof, conclude a definitive agreement. The
acquisition is expected to be completed by a plan of arrangement or
other suitable mechanism.
At closing, Timberline expects to reconstitute its board of
directors to be comprised of five directors, three of whom will be
nominated by the Company and two of whom will be nominated by
Wolfpack. Wolfpack chairman Mr. William Sheriff will be appointed
as Chairman of the Board while Paul Dircksen will continue as the
President and Chief Executive Officer of Timberline and Randy Hardy
will continue as the Chief Financial Officer. The Company also
anticipates at closing that it will consolidate its shares on a
ratio to be determined by the Company's Board of Directors.
Additionally, the LOI requires a break fee in the amount of
US$500,000 be paid by a party electing to terminate the definitive
agreement to accept a third party superior proposal.
Under the terms of the LOI, Wolfpack has agreed to provide
Timberline with a bridge loan of up to US$1,000,000 to fund the
working capital needs of Timberline during the interim period prior
to the completion of the proposed transaction. Repayment of the
loan is secured by Timberline's interest in the Seven Troughs
property located in Pershing County, Nevada. As previously
announced, Wolfpack provided Timberline the initial advance of
US$500,000 under the bridge loan on March 14, 2014.
Completion of the proposed acquisition is subject to a number of
conditions, including satisfactory completion of due diligence by
each of the parties, execution of a mutually acceptable definitive
agreement by May 5, 2014, and receipt by both Wolfpack and
Timberline of all stock exchange and third party approvals,
including shareholder approval, if required. Advancement of the
bridge loan and any conversion thereof into Timberline shares, is
subject to receipt by both parties of stock exchange approval.
About Timberline Resources
Timberline Resources Corporation is exploring and developing
advanced-stage gold properties in the western United States.
Timberline holds a 50-percent carried interest ownership stake in
the Butte Highlands Joint Venture in Montana. Timberline's
exploration is primarily focused on the major gold districts of
Nevada, where it is advancing its flagship Lookout Mountain Project
toward a production decision while exploring a pipeline of quality
earlier-stage projects at its South Eureka Property and elsewhere.
Timberline management has a proven track record of discovering
economic mineral deposits that are developed into profitable
mines.
Timberline is listed on the NYSEMKT where it trades under the
symbol "TLR" and on the TSX Venture Exchange where it trades under
the symbol "TBR".
About Wolfpack
Wolfpack Gold's mandate is to advance low cost heap leach and
high grade underground gold projects towards production in the
western United States. The advanced Adelaide and Castle-Black Rock
projects have previous operating histories as open pit heap leach
operations before closing due to low gold prices in the 1980's.
With quality assets in a world class jurisdiction, a budgeted
three-year plan and an exploration team with documented exploration
discoveries in Nevada, Wolfpack Gold is positioned to advance new
and existing discoveries towards production. In addition, the
Company has a 100% interest, with no holding costs, on 115,000+
acres (46,400 ha) of private mineral rights in New Mexico,
including the Crownpoint and Hosta Butte uranium deposits. These
deposits contain an indicated resource of 26.6 MM pounds U3O8 at an
average grade of 0.105% 4 eU3O8 and an inferred resource of 6.1 MM
pounds U3O8 at an average grade of 0.110 eU3O8 (Beahm, 2012). A
portion of these resources are under NRC license.
Forward-looking Statements
Statements contained herein that are not based upon current or
historical fact are forward-looking in nature and constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Such forward-looking statements reflect the Company's
expectations about its future operating results, performance and
opportunities that involve substantial risks and uncertainties.
These statements include but are not limited to statements
regarding the development of the Company's Butte Highlands project,
timing for permitting at the Butte Highlands project, the timing,
final exchange ratio and other terms, and completion of the
proposed acquisition of a subsidiary of Wolfpack Gold, entry into a
definitive agreement prior to the end of the exclusivity period,
board and management composition following the Wolfpack
acquisition, the amount of funds to be acquired, the potential for
enhanced value to shareholders and the facilitation of financing
following the acquisition of a Wolfpack subsidiary, the divestiture
of Wolfpack's uranium properties, completion of satisfactory due
diligence and potential development and production of the
properties of the combined company and other such similar
statements. When used herein, the words "anticipate," "believe,"
"estimate," "upcoming," "plan," "target", "intend" and "expect" and
similar expressions, as they relate to Timberline Resources
Corporation, its subsidiaries, or its management, are intended to
identify such forward-looking statements. These forward-looking
statements are based on information currently available to the
Company and are subject to a number of risks, uncertainties, and
other factors that could cause the Company's actual results,
performance, prospects, and opportunities to differ materially from
those expressed in, or implied by, these forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, risks related to the
timing and completion of the proposed transaction with Wolfpack
Gold, unsatisfactory results of due diligence, the receipt of a
superior proposal by one of the parties, failure to receive
necessary regulatory or shareholder approvals, risks and
uncertainties related to mineral estimates, risks related to the
inherently dangerous activity of mining, and other such factors,
including risk factors discussed in the Company's Annual Report on
Form 10-K for the year ended September 30, 2013. Except as required
by Federal Securities law, the Company does not undertake any
obligation to release publicly any revisions to any forward-looking
statements.
None of the securities anticipated to be issued pursuant to the
proposed business combination have been or will be registered under
the Securities Act of 1933, as amended (the "U.S. Securities Act")
or any state securities laws, and are anticipated to be issued in
reliance upon available exemptions from such registration
requirements under Section 3(a)(10) of the U.S. Securities Act and
applicable exemptions under state securities laws. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any securities.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Timberline Resources CorporationPaul DircksenCEO208.664.4859
Timberline Resources (TSXV:TBR)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
Timberline Resources (TSXV:TBR)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024