Timberline Resources Announces Extension of Private Placement Financing

COEUR D'ALENE, IDAHO--(Marketwired - Feb. 24, 2017) - Timberline Resources Corporation (OTCQB:TLRS)(TSX VENTURE:TBR) ("Timberline" or the "Company") has received approval from the Toronto Venture Exchange to extend the final closing date of Timberline's non-brokered private placement (the "Offering") until March 29, 2017. As announced on February 17, 2017, the Company has already closed the first tranche of the Offering by issuing 1,945,000 units ("Units") for a total of US$486,250.

The Offering, which was initially announced on January 13, 2017, consists of up to 5 million Units at a price of US$0.25 per Unit for a total of US$1,250,000, with an over-allotment option to increase the Offering by up to 20%. Each Unit consists 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.

The Offering is being 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 include 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 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 are being 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.