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Timberline Resources Corp (2)
Symbol TBR
Shares Issued 24,006,952
Close 2018-05-24 C$ 0.095
Market Cap C$ 2,280,660
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Timberline to acquire two Au-Cu properties in Nevada

2018-05-24 09:16 ET - News Release

Mr. Steven Osterberg reports

TIMBERLINE RESOURCES SIGNS DEFINITIVE AGREEMENT TO ACQUIRE BATTLE MOUNTAIN GOLD-COPPER PROPERTY INTERESTS

Timberline Resources Corp. has signed a definitive purchase and sale agreement to acquire ownership interests in two Nevada gold-copper mineral properties located in the world-class Battle Mountain mining district from Americas Gold Exploration Inc.

The acquisition includes the right to earn into existing joint venture agreements with McEwen Mining Inc. at the Elder Creek project, and with Lac Minerals LLC, a wholly owned subsidiary of Barrick Gold Corp., at the Paiute project. The transaction consideration consists of 10 million shares of the company's common stock and five million non-transferrable share purchase warrants, with each warrant exercisable to acquire one share of the company's common stock for 24 U.S. cents for a period of three years. In addition, the company shall deliver to Americas Gold Exploration, subject to any required regulatory approval, an additional five million common stock purchase warrants with the same terms and in the same form as the consideration warrants, if and when the earlier of the following occurs: Timberline Resources enters into an arrangement with a financing partner for the advancement of the Elder Creek joint venture, or Timberline Resources has met the 2018 work commitment of $500,000.

Upon closing the acquisition of these property interests, Timberline Resources will become the operator and manager of both of these joint ventures. In addition, Don McDowell will become a vice-president of Timberline Resources, and Americas Gold Exploration will have the right to appoint two new directors to Timberline's board of directors.

The Elder Creek project covers a claim group of approximately 14 square miles, with two large porphyry exploration targets characterized as separate gold-copper-molybdenum and copper-molybdenum-silver anomalies identified in bedrock and soils. Compilation of extensive data generated by Americas Gold Exploration, under a previous agreement with McEwen Mining, indicates that the project contains geologic, geophysical and geochemical signatures similar to those in many large copper-gold porphyry deposits both in the Battle Mountain district and globally. The primary target area extends over five square miles and has a central core that is approximately one mile in diameter (which has never been drill tested). The second target extends across four square miles and has a central target area covering 1.5 square miles, which has had very limited historical drilling with most of the system untested.

The Paiute project represents a five-kilometre-square property package with a gold-silver target and a copper-gold porphyry target immediately southeast and adjacent to Elder Creek, and 2.5 kilometres west of Newmont's Copper Basin copper-gold porphyry deposit. The property includes a structural zone that is approximately 2,500 metres long by 500 metres wide, with multiple untested high-grade gold targets based on both recent and historic prospecting, and rock and soil geochemical sampling. The property also contains a core area with potential for discovery of porphyry copper-gold mineralization (similar to Newmont's Copper Basin deposit). Surface sampling and drill testing are planned for the upcoming field season (with full drilling permits in place). Americas Gold Exploration currently owns 73.7 per cent of the joint venture interest and is the project operator. Upon closing this transaction, Timberline Resources will assume Americas Gold Exploration's ownership in the Paiute joint venture and will be the project operator.

Initial fieldwork has been completed on the Elder Creek and Paiute projects, including additional rock sampling to support the company's continuing review of an extensive, historic database on each project.

At the company's Eureka project, fieldwork is also in progress, with a focus on the development of new targets to complement the company's existing National Instrument 43-101 gold resource estimate. Samples have been submitted to ALS Chemex, with assay results anticipated in the very near future.

Timberline's president and chief executive officer, Steve Osterberg, commented: "After spending significant field time at Elder Creek and Paiute, the potential of these projects is very clear for the discovery of large, high-grade structural gold deposits like the nearby Lonetree mine and the copper-gold porphyry deposits of the well-mineralized, world-class Battle Mountain district. We look forward to integrating AGEI's assets and team in advancing these projects along with our existing Eureka gold project, which is located farther south in the Battle Mountain-Eureka gold trend."

The Elder Creek joint venture agreement with McEwen Mining includes the right to earn an initial 51-per-cent ownership interest of the project by:

  • Paying $100,000 to McEwen Mining;
  • Completing at least $250,000 worth of expenditures, as defined in the joint venture agreement, on the property, including exploration expenditures and property holding costs (on or before June 30, 2018);
  • Completing a minimum of 14,000 feet of drilling prior to April 17, 2021;
  • Incurring total expenditures on the property of $2.5-million on or before Dec. 31, 2021, with annual expenditure requirements in the interim years, including $500,000 in 2018.

In order to earn an additional 14-per-cent ownership interest in the Elder Creek property joint venture, giving the company a 65-per-cent interest, Timberline Resources must incur an additional $2.5-million in property expenditures by Dec. 31, 2023, with at least $1-million of that being incurred by Dec. 31, 2022.

About Timberline Resources Corp.

Timberline Resources is focused on advancing district-scale gold exploration projects in Nevada, including its 23-square-mile Eureka property and other property interests in the Battle Mountain-Eureka gold trend. At Eureka, the company continues to advance its Lookout Mountain and Windfall project areas. Exploration potential occurs within three separate structural-stratigraphic trends defined by distinct geochemical gold anomalies. Upon completion of the property acquisition from AGEI, Timberline's owned and controlled mineral rights in Nevada will increase to over 43 square miles (24,500 acres), including the Seven Troughs property in northern Nevada, known to be one of the state's highest-grade, former-gold-producing properties.

Mr. Osterberg, PhD, PG, Timberline's president and CEo, is a qualified person as defined by NI 43-101 and has reviewed and approved the technical contents of this release.

We seek Safe Harbor.

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