Timberline Resources Corp (TLRS)

[ThSeeker]

TLRS - Apr 13, 2017) - Timberline Resources Corporation (TLRS)(TSX VENTURE:TBR) ("Timberline" or the "Company") announced that it has closed the third and final tranche of its previously announced non-brokered private placement (the "Offering"), for which it has received final approval from the TSX Venture Exchange.

In connection with the closing of the third and final tranche of the Offering, the Company has issued 1,845,000 units ("Units") at a price of US$0.25 for total consideration of US$461,250. In the aggregate of the three tranches of the Offering, the Company has issued a total of 8,000,000 Units for total consideration of US$2,000,000.

Each Unit in the Offering consisted of one share of common stock of the Company and one common share purchase warrant (each a "Warrant") (together the "Securities"), with each Warrant exercisable to acquire an additional share of common stock of the Company at a price of US$0.40 per share until the warrant expiration date of January 31, 2020. The Company may accelerate the warrant expiration date if the price of the Company's common stock closes at or above US$0.90 for twenty consecutive trading days. Certain finder's fees and consulting fees may be payable by Timberline in relation to this transaction to support in marketing this Offering.

The Offering was completed under Rule 506(c) of Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the "Securities Act") solely to persons who qualify as accredited investors and in accordance with applicable Canadian securities laws. The terms of the Offering also included that the Company will use commercially reasonable efforts to prepare and file a registration statement under the Securities Act for resale of the shares of common stock and the shares of common stock underlying the Warrants to the extent allowed by the Securities and Exchange Commission.

The Company intends to use the net proceeds of the Offering for working capital, exploration program expenses, and costs associated with claim maintenance, including property lease and option payments.

Insiders of the Company have acquired 105,000 Units under the Offering. Their participation is considered to be a "related party transaction" within the meaning of TSX-V Policy 5.9 and Canadian Multilateral Instrument 61-101 ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of an Insider Participation as neither the fair market value of any shares issued to, nor the consideration paid by, such persons will exceed 25% of the Company's market capitalization.

The Securities offered in the Offering have not been and may not be registered under the Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements. The Securities may be sold only to "accredited investors" (as defined in Rule 501(a) under Regulation D of the Securities Act), which for natural persons, are investors who meet certain minimum annual income or net worth thresholds. The Securities were offered in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 506(c) and the Company is not required to comply with specific disclosure requirements that apply to registration under the Securities Act. The United States Securities and Exchange Commission has not passed upon the merits of or given its approval to the Securities, the terms of the Offering, or the accuracy or completeness of any Offering materials.

The Securities are subject to legal restrictions on transfer and resale and investors should not assume they will be able to resell their securities. Securities issued to investors in Canada are subject to a four month hold period in accordance with Canadian securities laws. Investing in the Securities involves risk, and investors should be able to bear the loss of their investment.