Mr. Patrick Highsmith reports

TIMBERLINE CLOSES OVER-SUBSCRIBED NON-BROKERED PRIVATE PLACEMENT

Timberline Resources Corp., subject to regulatory approval, has closed the previously announced non-brokered private placement offering of units of the company. In this oversubscribed offering, the company issued 15.75 million units at a price of four U.S. cents per unit for total gross proceeds of $630,000 (U.S.).

The offering was led by an order from Crescat Capital in the amount of $100,000 (U.S.). Crescat is a global macro asset management firm headquartered in Denver, Colo.

Proceeds of the offering will be used by the company for exploration and permitting-related expenditures at its Eureka project, and for general corporate working capital.

Each unit constitutes one share of common stock and one common share purchase warrant, with each warrant exercisable to acquire an additional share of common stock of the company at a price of six U.S. cents per share for four years from the date of issuance.

This offering was completed under Rule 506(b) of Regulation D promulgated by the 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.

No finders' fees have been paid in association with this offering.

An insider of the company subscribed for 2.5 million units in connection with this 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 offering as the details of the related party participation were not determined until shortly before closing and the company wished to complete the offering expeditiously.

The securities issued pursuant to 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.