Timberline and Wolfpack Gold to Merge: Creates Nevada Focused Gold
Exploration Company
COEUR D'ALENE, IDAHO--(Marketwired - Mar 13, 2014) - Timberline
Resources Corporation (NYSEMKT:TLR)(TSX-VENTURE:TBR) ("Timberline"
or the "Company") announced today that it has agreed in principle
to merge with Wolfpack Gold Corp. (TSX-VENTURE:WFP) ("Wolfpack")
creating a pure Nevada focused gold exploration company with a
substantial portfolio of quality assets in a world class
jurisdiction.
The merger is expected to be completed by a plan of arrangement
or other suitable mechanism, and Timberline and Wolfpack have
agreed to an exclusivity period expiring April 22, 2014, during
which time the parties will conduct their respective due diligence.
Upon completion of satisfactory due diligence, the parties will
conclude a definitive agreement.
With the focus on Nevada, it is currently anticipated that prior
to the merger, Timberline will transfer ownership of its partially
permitted Butte Highlands Gold Project in Montana to its existing
shareholders through a spin-out or similar transaction. Timberline
shareholders would retain ownership of the Company's interest in
the Butte Highlands project, and, in addition to the Company's
current pipeline of projects in Nevada, would gain an interest in
Wolfpack's substantial portfolio of Nevada exploration properties.
Similarly, with the focus of the merged company entirely on Nevada
gold projects, Wolfpack anticipates that prior to the merger it
will transfer its ownership of its uranium assets to its
shareholders. The exact mechanism and timing of these transfers has
yet to be finalized and such transfers remain subject to any
necessary shareholder, corporate, and regulatory approvals.
Timberline President and CEO, Paul Dircksen, commented, "We have
successfully advanced our Butte Highlands project to the point that
the final permits appear to be forthcoming soon. With the timing of
the permits in the hands of the regulators, the operation of the
project is in the hands of our joint venture partner, who has
already completed a substantial amount of pre-development work.
With the planned pre-merger spinoff, Timberline's existing
shareholders will continue to benefit fully from the future
developments at Butte Highlands. At the same time, we have been
creating a quality exploration and development portfolio in Nevada,
and this opportunity will allow us to focus on a substantial group
of prospective gold properties in one of the best exploration and
mining jurisdictions in the world. We believe that a partnership
with Wolfpack would enhance the shareholder value of the company
and facilitate access to capital as we advance the properties
toward development and production."
At the time of the merger, Wolfpack is anticipated to have
approximately $6.7 million in its treasury. The transaction is
expected to be structured such that Timberline will acquire all of
the outstanding shares of Wolfpack and, on completion, former
Wolfpack shareholders will hold, as a group, approximately 50% of
the outstanding shares of common stock of Timberline. At closing,
Timberline will consolidate its shares of common stock on a ratio
to be determined by the parties and reconstitute its board of
directors to be comprised of an equal number of directors from each
company. The agreement requires a break fee in the amount of
US$500,000 be paid by a party electing to terminate the agreement
to accept a third party superior proposal.
Under the terms of the letter of intent, 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. Timberline may
draw down an initial US$500,000 and may thereafter request
additional tranches of US$250,000. The loan will mature on the
earlier of completion of the business combination and one year from
the initial draw down under the loan. The amount drawn will bear
interest at 5% during the first six months of the loan and
thereafter at 10% until repaid (in each case compounded annually).
In the event the proposed transaction for any reason does not
complete, Wolfpack will have the exclusive right, on the maturity
date, to be paid the principal amount of the loan and interest in
cash or elect to receive all or a portion thereof in shares of
commons stock of Timberline. Repayment will also be secured by
Timberline's interest in the Seven Troughs property located in
Pershing County, Nevada.
In the event Timberline decides for any reason to terminate
discussions regarding the business combination prior to execution
of the definitive agreement, Timberline will, in consideration for
Wolfpack making the bridge loan, assign a 0.25% net smelter returns
royalty in the Seven Troughs property to Wolfpack.
Completion of the proposed business combination 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 April 22, 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 proposed spin-off of the Company's Butte Highlands
project, timing for permitting at the Butte Highlands project, the
completion of the proposed combination with Wolfpack Gold and the
potential for enhanced value to shareholders and the facilitation
of financing following the merger with Wolfpack, 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.
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)
Historical Stock Chart
From Dec 2024 to Jan 2025
Timberline Resources (TSXV:TBR)
Historical Stock Chart
From Jan 2024 to Jan 2025