Timberline Closes First Tranche of Non-Brokered Private Placement

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COEUR D'ALENE, ID / ACCESSWIRE / August 31, 2023 / Timberline Resources Corporation (OTCQB:TLRS); (TSXV:TBR) ("Timberline" or the "Company") announces that, subject to regulatory approval, it has closed the first tranche of its previously announced non-brokered private placement offering (the "Offering") of units of the Company ("Units"). In this tranche of the Offering, the Company issued 14,570,000 Units at a price of US$0.05 per Unit for total gross proceeds of US$728,500.

The first tranche of the Offering was led by orders from the Jupiter Gold & Silver Fund ("Jupiter") in the amount of US$500,000 and Crescat Capital in the amount of US$200,000. Jupiter invests in companies engaged in activities related to the exploration for, development of, and production of gold and silver as well as exchange-traded bullion funds. Crescat is a global macro asset management firm headquartered in Denver, CO.

Proceeds of this tranche of the Offering will be used by the Company for exploration, resource development, and permitting at its Eureka Project, and for general corporate purposes, including the retirement of a senior unsecured note held by William Matlack, a director of the Company (please see Company news release dated August 17, 2023).

Each Unit constitutes one share of common stock and one-half of one common share purchase warrant (each full warrant, a "Warrant"), with each Warrant exercisable to acquire an additional share of common stock of the Company at a price of US$0.08 per share for three years from the date of issuance.

This tranche of the Offering was completed under Rule 506(b) 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 securities laws.

Finders' fees in the amount of US $10,000 have been paid to licensed brokers in association with this tranche of the Offering.

An insider of the Company (the "Participating Insider") subscribed for 4,000,000 Units in connection with the first tranche of the Offering, and as such, the Offering may be considered a related-party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves the Participating Insider, does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days prior to completing the first tranche of the Offering as the details of the related party participation were not determined until shortly before closing and the Company wished to complete the first tranche of the Offering expeditiously.