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: February 19, 2019
(Date of earliest event reported)
Timberline Resources Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34055
_____________________________________
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|
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))
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 2 – FINANCIAL INFORMATION
Item 2.02 Results of Operations and Financial Condition
On February 19, 2019, Timberline Resources Corporation (the “Company”) announced consolidated financial results for its first quarter of the fiscal year 2018, ended December 31, 2018.
A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
SECTION 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure.
On February 19, 2019, the Company issued a press release entitled “Timberline Resources Announces 2018 Financial Results”. A copy of the press release is attached as Exhibit 99.1 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
99.1Press Release of Timberline Resources Corporation dated February 19, 2019*
*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: February 20, 2019 | By: | /s/ Ted R. Sharp |
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| Ted R. Sharp |
.
.
FOR IMMEDIATE RELEASE
Timberline Resources Announces Q1 FY 2019 Financial Results
Coeur d’Alene, Idaho – February 19, 2019 – Timberline Resources Corporation (OTCQB: TLRS; TSX-V: TBR) (“Timberline” or the “Company”) today announced consolidated financial results for its first quarter of fiscal year 2019 which ended December 31, 2018. A summary of selected financial results is presented in the following table:
($US 000’s, except earnings per share) |
| Quarter Ended December 31, | |
|
| 2018 | 2017 |
Consolidated net loss |
| $(550) | $(329) |
Consolidated net loss per share, basic and diluted |
| (0.01) | (0.01) |
Mineral exploration expenses |
| 272 | 26 |
Working capital |
| 59 | 119 |
Timberline reported a consolidated net loss of $0.5 million for the quarter ended December 31, 2018, including exploration expenditures of $272 thousand. The Company has refocused its exploration efforts on advancing its Nevada projects, particularly the Elder Creek and Paiute projects.
Timberline’s President & Chief Executive Officer, Steve Osterberg, commented, “We began Fiscal 2019 with continued exploration success at our Elder Creek Project in the Battle Mountain District with a very positive geophysical survey. We look forward to follow-up drilling on the priority anomaly, and expanding the survey coverage as we progress through the second quarter of 2019.”
Timberline Resources Corporation is focused on advancing district-scale gold exploration and development projects in Nevada, including its 23 square-mile Eureka property, comprised of the Lookout Mountain, Windfall, and Oswego projects which lie along three separate structural stratigraphic trends defined by distinct geochemical gold anomalies; and as the operator of two joint venture projects - the Paiute project joint venture with a subsidiary of Barrick Gold, and the Elder Creek project joint venture with McEwen Mining. All of these properties lie on the prolific Battle Mountain-Eureka gold trend. Timberline also owns the Seven Troughs property in Northern Nevada, known to be one of the state's highest grade, former producers. Timberline has increased its owned and controlled mineral rights in Nevada to over 43 square miles (27,500 acres). Detailed maps and NI 43-101 estimated resource information for the Eureka property may be viewed at http://timberlineresources.co/.
Timberline is listed on the OTCQB where it trades under the symbol "TLRS" and on the TSX Venture Exchange where it trades under the symbol "TBR".
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 include, but are not limited to, statements regarding the advancement of projects, and exploration potential. 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. There are no assurances that the Company will complete the earn-ins on Elder Creek and Paiute projects as contemplated or at all. Factors that could cause or contribute to risks involving forward-looking statements include, but are not limited to, changes in the Company’s business and other factors, including risk factors discussed in the Company's Form 10-Q for the quarter ended December 31, 2018. Except as required by 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) accept responsibility for the adequacy or accuracy of this release.
For Further Information Please Contact:
Steven A. Osterberg
President and CEO
Tel: 208-664-4859
E-mail: info@timberline-resources.com
Website: www.timberline-resources.com
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