Timberline Announces US$5 Million Offering of Common Stock
Coeur
d'Alene, Idaho - February 28, 2011 - Timberline Resources Corporation
(NYSE Amex: TLR; TSX-V: TBR) ("Timberline" or the
"Company") announced today that it has entered into agreements to
sell 5,263,158 shares of common stock of the Company at US$0.95 per share,
for expected gross proceeds of approximately US$5 million, pursuant to a
registered direct offering to institutional investors in the United
States. Completion of the offering, which is expected to occur on or
about March 2, 2011, is subject to the satisfaction of customary closing
conditions including, but not limited to, the approval of the TSX Venture
Exchange and NYSE Amex.
The Company intends to use the net proceeds from
this offering for exploration of their Lookout Mountain Project in Nevada,
exploration and development of other existing or acquired mineral properties,
working capital requirements, acquisitions, or for other general corporate
purposes.
Sutter
Securities Incorporated has been engaged as the agent (the "Agent")
for the offering.
The shares
of common stock are being offered directly by the Company pursuant to a
prospectus supplement to the Company's effective shelf registration statement
on Form S-3 (File No. 333-162631). When filed with the SEC, copies of
the preliminary prospectus supplement and the accompanying base prospectus
relating to the offering may be obtained at the SEC web site, www.sec.gov, or from
the Agent at:
Sutter
Securities Incorporated
220
Montgomery Street
Suite 1700
San
Francisco, CA 94104
Telephone:
415-352-6319
E-mail:
samsailer@suttersf.com
This press
release does not and shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities, nor shall there be any
sale of the securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any state or jurisdiction.
The shares
of common stock will not be offered to residents of Canada.
About Timberline Resources
Timberline
is a U.S.-based exploration/development company with a focus on
advanced-stage precious metals properties. Timberline is executing an
exploration program at its South Eureka Property, a large drill-tested and
highly prospective property in Nevada's Battle Mountain - Eureka gold trend. In
addition, Timberline has two other business units. The Company has a 50%
carried-to-production interest at the Butte Highlands Joint Venture which is
currently in development and targeted to begin gold production in early
2012. Timberline also has a wholly-owned subsidiary, Timberline
Drilling, which provides underground and surface drilling operations at
operating mines and advanced development and exploration projects.
Timberline
is listed on the NYSE Amex where it trades under the symbol "TLR"
and on the TSX Venture Exchange where it trades under the symbol
"TBR".
Statements contained herein that are not based upon current or
historical fact are forward-looking in nature. Such forward-looking
statements reflect the Company's expectations about its future operating
results, performance and opportunities that involve substantial risks and
uncertainties. These statements include but are not limited to
statements regarding the expected proceeds from the offering, the expected
timing of closing of the offering, the anticipated use of proceeds from the
offering, the development and production of the Company's Butte Highlands
project and South Eureka project, the targeted production date for the Butte
Highlands project, targeted dates for the South Eureka technical report and
PEA, results of the Company's drilling subsidiaries, possible growth of the
Company and the Company's expected operations. When used herein, the words
"anticipate," "believe," "estimate," "upcoming,"
"plan," "intend" and "expect" and similar
expressions, as they relate to Timberline Resources Corporation, or its
management, are intended to identify such forward-looking statements. These
forward-looking statements are based on information currently available to
the Company and are subject to a number of risks, uncertainties, and other
factors that could cause the Company's actual results, performance,
prospects, and opportunities to differ materially from those expressed in, or
implied by, these forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, the
possibility that the closing conditions to the offerings will not be
satisfied, the risk that the offerings might not be completed on the expected
timeline or at all, the risk that the Company will raise fewer proceeds than
expected, the risk that economic and other considerations will cause the
Company to use the proceeds of the offering other than as currently expected,
and such other factors, including risk factors, discussed in the Company's
Annual Report on Form 10-K for the year ended September 30, 2010. Except
as required by Federal Securities law, the Company does not undertake any
obligation to release publicly any revisions to any
forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Paul Dircksen, Executive Chairman
Randy Hardy, CEO
Phone: 208.664.4859
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