Mr. Patrick Highsmith reports

TIMBERLINE CLOSES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Subject to regulatory approval, Timberline Resources Corp. has closed the first tranche of its previously announced non-brokered private placement offering of units of the company. In this tranche of the offering, the company issued 14.57 million units at a price of five cents per unit for total gross proceeds of $728,500 (U.S.).

The first tranche of the offering was led by orders from the Jupiter Gold & Silver Fund in the amount of $500,000 (U.S.) and Crescat Capital in the amount of $200,000 (U.S.). 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, Colo.

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 the company's news release dated Aug. 17, 2023).

Each unit constitutes one share of common stock and one-half of one common share purchase warrant, with each warrant exercisable to acquire an additional share of common stock of the company at a price of eight U.S. cents 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 (U.S. Securities and Exchange Commission) under the Securities Act of 1933, as amended, solely to persons who qualify as accredited investors and in accordance with applicable securities laws.

Finders' fees in the amount of $10,000 (U.S.) have been paid to licensed brokers in association with this tranche of the offering.

An insider of the company subscribed for four million 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. 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 per cent 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.

This press release is issued for informational purposes pursuant to Rule 135c of the securities act and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of 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 such state or jurisdiction.

The securities issued pursuant to the first tranche of the offering are subject to a statutory hold period in accordance with applicable securities legislation.

About Timberline Resources Corp.

The common stock of Timberline Resources trades on the OTCQB under the symbol TLRS and is listed on the TSX Venture Exchange, where it trades under the symbol TBR. Timberline is a Nevada-focused exploration company targeting Carlin-type gold and carbonate-replacement-type silver-lead-zinc-gold deposits in the Eureka mining district.

We seek Safe Harbor.