Timberline Announces Acquisition by McEwen Mining at a Significant Premium

HAYDEN, ID / ACCESSWIRE / April 16, 2024 / Timberline Resources Corporation (OTCQB:TLRS)(TSX-V:TBR) ("Timberline" or the "Company") is pleased to announce that it has entered into a definitive agreement and plan of merger (the "Merger Agreement") with McEwen Mining Inc. ("McEwen"). McEwen has agreed to acquire all of the issued and outstanding shares of the Company not already owned by McEwen (each, a "Timberline Share") by way of a merger between Timberline and a subsidiary of McEwen (the "Transaction").

Under the Merger Agreement, Timberline shareholders will receive 0.01 of a share of McEwen's common stock (each, a "McEwen Share") for each Timberline Share held (the "Exchange Ratio"), representing a value of US$0.102 per Timberline Share, based on the 20-day volume-weighted average price (VWAP) of McEwen Shares on the NYSE on April 15^th, 2024. This represents a 132% premium to the 20-day volume-weighted average price of Timberline Shares on the OTCQB. McEwen currently owns 6,250,000 Timberline Shares representing approximately 3.3% of Timberline's common shares outstanding and 6,250,000 warrants. The Exchange Ratio represents an undiluted equity transaction value (on a 100% basis) of approximately US$19.4 million.

Patrick Highsmith, Timberline's President and CEO, commented, "The merger with McEwen Mining, at an attractive premium to Timberline's current trading price, provides our shareholders with continued exposure to Timberline's assets as part of a more diverse growth-oriented platform. The combination should also unlock synergies between the Gold Bar mine and our Eureka project."

Benefits to Timberline Shareholders

• Premium of 162% based on the last closing price and 132% based on the 20-day VWAP
• Ownership in an Americas-focused gold-silver-copper producer, with 3 operating mines forecast to produce 130,000 to 145,000 gold-equivalent ounces in 2024 on an attributable basis, run by seasoned mining professional Robert McEwen, Chairman and Chief Owner of McEwen
  • McEwen also owns 47.7% of McEwen Copper, which owns a 100% interest in the PEA stage Los Azules project, the world's 8th largest undeveloped copper project, located in San Juan, Argentina
• Participation in the potential accelerated development of the Eureka project by consolidation with McEwen's operating Gold Bar mine located in Eureka County, central Nevada
• Increased trading liquidity and exposure to institutional investors through McEwen's NYSE and TSX listings
• Eliminates the need for continued dilutive financings to fund Timberline's exploration and corporate expenses

Transaction Summary