Item 3.02 Unregistered Sales of Equity Securities

On April 27, 2023 Timberline Resources announced that it has filed with the TSX Venture Exchange for approval of a non-brokered private placement of units of the Company ("Units") at a price of US$0.08 per Unit (approximately C$0.11, based on a currency exchange rate of US$0.739 to C$1.00 as of April 25, 2023) for gross proceeds of up to US$3,000,000 (the "Offering"). The Units will be offered solely to persons or institutions who qualify as accredited investors (the "Offering") under Rule 506(b) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is subject to approval by the TSX Venture Exchange.

Each Unit will consist of one share of common stock of the Company and one-half of one common share purchase warrant (each full warrant, a "Warrant"), with each Warrant exercisable to acquire an additional share of common stock of the Company at a price of US$0.12 per share for three years from the date of issuance.

The Company plans to use the net proceeds of the Offering primarily for exploration, resource development, and permitting at its Eureka Project on the Battle Mountain-Eureka Trend, and for general corporate purposes.

Finders' fees may be payable with respect to subscriptions for Units accepted by the Company, and consulting fees may be payable by the Company in relation to the Offering. Certain insiders may participate in the Offering.

Item 7.01 Regulation FD Disclosure.

On April 27, 2023, the Company issued a press release entitled "Timberline Announces Non-Brokered Private Placement".

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release attached hereto is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description
  99.1          Press Release of Timberline Resources Corporation dated April 27,
              2023*

*The foregoing exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.






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