Notice of Delisting or Failure to Satisfy a Continued Listing Rule or S
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On November 3, 2011, Timberline Resources Corporation (the "Company") provided notice to the NYSE Amex of its failure to satisfy the continued listing requirements of the NYSE Amex as a result of a determination by the Company's Board of Directors, in connection with its year-end corporate governance review, that two of the directors on the Company's Audit Committee were no longer "independent" based on the criteria for independence set forth in Rule 10A-3 of the Exchange Act of 1934, as amended (the "Exchange Act"). Consequently, the Company was not in compliance with the audit committee composition requirements applicable to smaller reporting companies set forth in Section 803B(2)(c) of the NYSE Amex Company Guide.
To regain compliance with the continued listing requirements of the NYSE Amex, the Company's Board of Directors removed the two non-independent directors from its Audit Committee and, on November 2, 2011, appointed Troy Fierro as a director of the Company and to the Company's Audit Committee following a determination by the Company's Board of Directors that Mr. Fierro is "independent" based on the criteria for independence set forth in Rule 10A-3 of the Exchange Act and Section 803A of the NYSE Amex Company Guide. For more information regarding Mr. Fierro and his appointment to the Company's Board of Directors and Audit Committee, see Item 5.02 of this Current Report on Form 8-K below.
Following the appointment of Mr. Fierro to the Company's Audit Committee, the Company is in full compliance with the continued listing requirements of the NYSE Amex.
