17:20:27 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



Timberline Resources Corp
Symbol TBR
Shares Issued 55,645,778
Close 2014-04-10 C$ 0.155
Market Cap C$ 8,625,096
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Wolfpack Gold, Timberline amend merger terms

2014-04-17 09:13 ET - News Release

See News Release (C-WFP) Wolfpack Gold Corp

Mr. William Sheriff of Wolfpack Gold reports

WOLFPACK GOLD CORP. AND TIMBERLINE RESOURCES REVISE MERGER

Wolfpack Gold Corp. has restructured its proposed merger with Timberline Resources Corp. originally announced March 13, 2014.

The transaction is now expected to be structured such that Timberline will acquire all of the outstanding shares of a Wolfpack subsidiary, which will hold all of Wolfpack's current assets, other than its uranium holdings, in exchange for shares of common stock in the capital of Timberline at a ratio equal to 0.75 of a Timberline share for each outstanding share of Wolfpack. Wolfpack will distribute the Timberline shares to Wolfpack shareholders at closing through dividend or other means.

On acquisition of the Wolfpack subsidiary, Timberline will acquire all of the company's current gold interests as well as approximately $5.2-million in cash (which includes cash raised on the concurrent financing). Wolfpack will retain its uranium holdings and continue to be listed on the TSX Venture Exchange. Under the amended transaction terms, Timberline will continue to own and will no longer contemplate spinning out its partially permitted Butte Highlands gold project in Montana.

On completion of the transaction, Wolfpack shareholders will continue to hold their existing Wolfpack shares and will hold, as a group, approximately 35 per cent of the outstanding Timberline shares. The exact mechanism of transfer of assets and distribution of Timberline shares is subject to revision as considerations are given to tax, securities law, and other related issues.

Wolfpack and Timberline have agreed to an exclusivity period expiring May 5, 2014, during which time the parties will conduct their respective due diligence. Upon completion of satisfactory due diligence, the parties will conclude a definitive agreement. The merger is expected to be completed by a plan of arrangement or other suitable mechanism.

At closing, Timberline will consolidate its shares on a ratio to be determined by the parties and reconstitute its board of directors to comprise five directors, two of whom will be nominated by the company. Timberline has agreed to support the appointment of William Sheriff as chairman of the board of Timberline following the transaction. Paul Dircksen will continue as the president and chief executive officer of Timberline and Randy Hardy will continue as the chief financial officer. The agreement requires a break fee in the amount of $500,000 (U.S.) be paid by a party electing to terminate the agreement to accept a third party superior proposal.

Under the terms of the letter of intent, Wolfpack has agreed to provide Timberline with a bridge loan, the terms of which remain unchanged as announced in Wolfpack's news release dated March 13, 2014.

Completion of the proposed business combination is subject to a number of conditions, including satisfactory completion of due diligence by each of the parties, execution of a mutually acceptable definitive agreement by May 5, 2014, and receipt by both Wolfpack and Timberline of all stock exchange and third party approvals, including shareholder approval if required. Advancement of the bridge loan and any conversion thereof into Timberline shares, are subject to receipt by both parties of stock exchange approval.

Concurrent financing

The company will complete a non-brokered private placement of common shares to raise $500,000 at 10 cents per share. The company anticipates completing the private placement in connection with the execution of the definitive business combination agreement. Proceeds of the financing will be used to finance transaction costs and for general working capital purposes. Completion of the financing is subject to stock exchange regulatory approval.

Completion of the proposed business combination is subject to the company completing a financing of at least $500,000, in the form of marketable securities, cash from the concurrent financing, or a combination of both.

We seek Safe Harbor.

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