0000902664-23-004658.txt : 20230831 0000902664-23-004658.hdr.sgml : 20230831 20230831160526 ACCESSION NUMBER: 0000902664-23-004658 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230831 DATE AS OF CHANGE: 20230831 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Timberline Resources Corp CENTRAL INDEX KEY: 0001288750 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 820291227 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82290 FILM NUMBER: 231229024 BUSINESS ADDRESS: STREET 1: 101 EAST LAKESIDE AVENUE CITY: COEUR D'ALENE STATE: ID ZIP: 83814 BUSINESS PHONE: (208) 664-4859 MAIL ADDRESS: STREET 1: 101 EAST LAKESIDE AVENUE CITY: COEUR D'ALENE STATE: ID ZIP: 83814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jupiter Investment Management Ltd CENTRAL INDEX KEY: 0001080386 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: THE ZIG ZAG BUILDING STREET 2: 70 VICTORIA STREET CITY: LONDON STATE: X0 ZIP: SW1E 6SQ BUSINESS PHONE: 0044 207 332 7610 MAIL ADDRESS: STREET 1: THE ZIG ZAG BUILDING STREET 2: 70 VICTORIA STREET CITY: LONDON STATE: X0 ZIP: SW1E 6SQ FORMER COMPANY: FORMER CONFORMED NAME: MERIAN GLOBAL INVESTORS (UK) Ltd DATE OF NAME CHANGE: 20181010 FORMER COMPANY: FORMER CONFORMED NAME: Old Mutual Global Investors (UK) Ltd. DATE OF NAME CHANGE: 20140123 FORMER COMPANY: FORMER CONFORMED NAME: OLD MUTUAL ASSET MANAGERS UK LTD DATE OF NAME CHANGE: 19990324 SC 13G/A 1 p23-2366sc13ga.htm TIMBERLINE RESOURCES CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

Timberline Resources Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
887133205
(CUSIP Number)
08/29/2023
(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[_] Rule 13d-1(b)

 

[X] Rule 13d-1(c)

 

[_] Rule 13d-1(d)

 

*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. 88713320513G/APage 2 of 7 Pages

1 Names of Reporting Persons
Jupiter Investment Management Limited
2 Check the appropriate box if a member of a Group (see instructions)
(a)  [ ]
(b)  [X]
3 Sec Use Only
 
4 Citizenship or Place of Organization
England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With:

 

 5 Sole Voting Power
0
6 Shared Voting Power
30,933,705 (including 5,000,000 shares of Common Stock issuable upon the exercise of warrants)
7 Sole Dispositive Power
0
8 Shared Dispositive Power
30,933,705 (including 5,000,000 shares of Common Stock issuable upon the exercise of warrants)
9 Aggregate Amount Beneficially Owned by Each Reporting Person
30,933,705 (including 5,000,000 shares of Common Stock issuable upon the exercise of warrants)
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
[ ]
11 Percent of class represented by amount in row (9)
17.71%
12 Type of Reporting Person (See Instructions)
OO, FI
       

 

 

CUSIP No. 88713320513G/APage 3 of 7 Pages

 

1 Names of Reporting Persons
Jupiter Gold & Silver Fund
2 Check the appropriate box if a member of a Group (see instructions)
(a)  [ ]
(b)  [X]
3 Sec Use Only
 
4 Citizenship or Place of Organization
England and Wales

Number of Shares Beneficially Owned by Each Reporting Person With:

 

 5 Sole Voting Power
0
6 Shared Voting Power
30,933,705 (including 5,000,000 shares of Common Stock issuable upon the exercise of warrants)
7 Sole Dispositive Power
0
8 Shared Dispositive Power
30,933,705 (including 5,000,000 shares of Common Stock issuable upon the exercise of warrants)
9 Aggregate Amount Beneficially Owned by Each Reporting Person
30,933,705 (including 5,000,000 shares of Common Stock issuable upon the exercise of warrants)
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
[ ]
11 Percent of class represented by amount in row (9)
17.71%
12 Type of Reporting Person (See Instructions)
OO, FI
       

 

 

CUSIP No. 88713320513G/APage 4 of 7 Pages

 

Item 1.

(a)       Name of Issuer:

Timberline Resources Corporation (the “Issuer”)

(b)       Address of Issuer’s Principal Executive Offices:

101 East Lakeside Avenue

Coeur d'Alene, ID 83814

Item 2.
(a)Name of Person Filing:

This statement is filed by: Jupiter Investment Management Limited and Jupiter Gold & Silver Fund. Jupiter Investment Management Limited is the manager of Jupiter Gold & Silver Fund and is indirectly controlled by Jupiter Fund Management plc.

Jupiter Investment Management Limited and Jupiter Gold & Silver Fund are hereinafter sometimes collectively referred to as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement pursuant to which the Reporting Persons have agreed to file this statement and any subsequent amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13 of the Act, the beneficial owner of the shares of Common stock, par value $0.001 per share reported herein.

(b)Address of Principal Business Office or, if None, Residence:

The Zig Zag Building

70 Victoria Street

London SW1E 6SQ

(c)Citizenship: England and Wales
(d)Title and Class of Securities: Common Stock, par value $0.001 Per Share (“Common Stock”)
(e)CUSIP No.: 887133205
Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)[_] Broker or dealer registered under Section 15 of the Act;
(b)[_] Bank as defined in Section 3(a)(6) of the Act;
(c)[_] Insurance company as defined in Section 3(a)(19) of the Act;

 

CUSIP No. 88713320513G/APage 5 of 7 Pages
(d)[_] Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)[_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)[_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)[_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)[_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
Item 4.Ownership

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

The percentages set forth herein are calculated based upon 169,676,152 shares of Common Stock outstanding, which is the sum of (i) 159,676,152 shares of Common Stock outstanding as of August 11, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the Securities and Exchange Commission on August 11, 2023 and (ii) 10,000,000 shares of Common Stock issued to Jupiter Gold & Silver Fund as part of the private placement reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2023, and assumes the exercise of the warrants reported herein.

Item 5.Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.Ownership of more than Five Percent on Behalf of Another Person.
N/A
Item 7.Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
N/A
Item 8.Identification and classification of members of the group.
N/A

 

CUSIP No. 88713320513G/APage 6 of 7 Pages
Item 9.Notice of Dissolution of Group.

N/A

Item 10.Certifications.

By signing below each Reporting Person certifies that, to the best of her or its knowledge and belief, the securities referred to above were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

CUSIP No. 88713320513G/APage 7 of 7 Pages

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: August 31, 2023

 

Jupiter Investment Management Limited
 
 
/s/ Katie Carter  
Name: Katie Carter  
Title: Head of Compliance

 

Jupiter Gold & Silver Fund
 
 
/s/ Katie Carter  
Name: Katie Carter  
Title: Head of Compliance