timberline8k_02052014.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: February 5, 2014

(Date of earliest event reported)

Timberline Resources Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34055

_____________________________________

Delaware	82-0291227
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

101 East Lakeside Avenue

Coeur d’Alene, Idaho 83814

(Address of principal executive offices, including zip code)

(208) 664-4859

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

On February 6, 2014, by way of letter to RockStar Resources, Inc. (“RockStar”), Timberline Resources Corporation (the “Registrant”) terminated its previously announced addendum to a confidentiality agreement, dated effective November 22, 2013 (“Addendum”). The Registrant terminated the Addendum because, as previously announced by the Registrant on February 6, 2014, RockStar had materially breached the Addendum by failing to purchase shares of common stock of the Registrant on or before December 31, 2013 and January, 31, 2014. The purchase of these shares of common was the agreed upon exclusivity fee for which the Registrant had agreed to grant the Exclusivity Period contemplated in the Addendum.

Pursuant to the Addendum the Registrant had granted RockStar a no-shop/exclusivity right valid through February 28, 2014 (“Exclusivity Period”). Under the no-shop/exclusivity right the Registrant had agreed not to (i) solicit, initiate or take any action to facilitate or encourage any inquiries or the making of any proposal from a person or group of persons other than RockStar and its affiliates that may constitute, or could reasonably be expected to lead to, an Alternative Transaction (as defined in the Addendum); (ii) enter into or participate in any discussions or negotiations with any person or group of persons other than RockStar and its affiliates regarding an Alternative Transaction ; or (iii) furnish any non-public information relating to Timberline or any of its subsidiaries, assets or businesses, or afford access to the assets, business, properties, books or records of the Company or any of its subsidiaries to any person or group of persons other than RockStar and its Agents, in all cases for the purpose of assisting with or facilitating an Alternative Transaction; or (iv) enter into an Alternative Transaction or any agreement, arrangement or understanding , including, without limitation, any letter of intent, term sheet or other similar document, relating to an Alternative Transaction.

There are no material relationships between the Registrant and its affiliates and RockStar. The Registrant will not incur any termination fee payments or other costs in relation to the termination of the Addendum.

Item 3.01 Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 6, 2014, the Registrant received notice from the NYSE MKT LLC (the “Exchange”) that the Company is not in compliance with one of the Exchange’s continued listing standards as set forth in Part 10 of the NYSE MKT Company Guide (the “Company Guide”). Specifically, the Registrant is not in compliance with Section 1003(a)(iv) of the Company Guide in that is has sustained losses which are substantial in relation to its overall operations or its existing financial resources, or its financial condition has become impaired such that it appears questionable, in the opinion of the Exchange, as to whether the Registrant will be able to continue operations and/or meet its obligations as they mature.

In order to maintain its listing on the Exchange, the Exchange has requested that the Registrant submit a plan of compliance (the “Plan”) by February 20, 2014 addressing how the Registrant intends to regain compliance with Section 1003(a)(iv) of the Company Guide by March 31, 2014.

As of the date hereof, the Registrant’s management has determined to submit a Plan to the Exchange by the February 20, 2014 deadline. If the Plan is not accepted by the Exchange, then the Company will be subject to the Exchange’s delisting procedures.

On February 5, 2014, the Registrant also informed the Exchange that the Registrant was temporarily out of compliance with Section 803B(2)(a)(iii) of the Company Guide, regarding having at least one member of the Registrant’s audit committee that the Board of Directors of the Registrant (the “Board”) has determined is financially sophisticated. Due to the resignation from the Board of Troy Fierro on February 5, 2014, as described in more detail in Item 5.02 below, who had served as the Registrant’s financially sophisticated member of the audit committee, the Registrant is temporarily out of compliance until such time as the Board can determine that the audit committee has a financially sophisticated member. While the Registrant has appointed Robert Martinez to the audit committee to continue to meet the audit committee independence requirements and minimum size requirements, the Board has not yet determined if either of the two current independent members is financially sophisticated as described in Section 803B(2)(a)(iii). The Company Guide does provide the Registrant a cure period during which to re-establish compliance with the audit committee composition requirements and the Registrant intends to regain compliance within that cure period.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2014, Troy Fierro resigned from the Board. Mr. Fierro’s resignation was not the result of any disagreement with the Registrant on any matter related to the Registrant’s operations, policies or practices. Mr. Fierro has been replaced on the Registrant’s audit committee by Mr. Robert Martinez. Mr. Fierro has been replaced on the Registrant’s Corporate Governance and Nominating Committee by Mr. Vance Thornsberry.

Item 7.01 Regulation FD Disclosure.

On January 29, 2014, the Registrant issued a press release attached hereto as Exhibit 99.1 announcing permitting progress at its Butte Highlands gold project. On February 3, 2014, the Registrant issued a press release attached hereto as Exhibit 99.2 announcing the filing of its annual report on Form 10-K and Form 10-K/A with the SEC. On February 6, 2014, the Registrant issued a press release attached hereto as Exhibit 99.3 providing an update on its agreement with RockStar. On February 8, 2014, the Registrant issued a press release attached hereto as Exhibit 99.4 announcing its receipt of a notice of non-compliance from the NYSE MKT. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press releases 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 Exhibits

Exhibit	Description
99.1	Press Release, dated January 29, 2014*
99.2	Press Release dated February 3, 2014*
99.3	Press Release dated February 6, 2014*
99.4	Press Release dated February 8, 2014*

*These Exhibits relating to Item 7.01 are intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIMBERLINE RESOURCES CORPORATION
Date: February 11, 2014	By:	/s/ Randal Hardy
		Randal Hardy Chief Financial Officer and Director

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release, dated January 29, 2014*
99.2	Press Release dated February 3, 2014*
99.3	Press Release dated February 6, 2014*
99.4	Press Release dated February 8, 2014*

ex99_1.htm

EXHIBIT 99.1

Timberline Reports Permitting Progress at Butte Highlands Gold Project

01/29/14

Coeur d'Alene, Idaho - January 29, 2014 - Timberline Resources Corporation (NYSE MKT: TLR; TSX-V: TBR) ("Timberline" or the "Company") announced today that ongoing permitting activities at its Butte Highlands Gold Project have yielded positive results and provide encouragement that final permits may soon be granted.

The Company has received a letter constituting the approval of the Butte-Silver Bow Public Works Department for the construction of certain improvements on roads to be used for haulage of mineralized material from its Butte Highlands Project, an underground gold mine being developed just south of Butte, Montana. The improvements receiving the county's approval include the replacement of a bridge and a culvert, reconstruction of an intersection, and the erection of traffic control signage. The bridge replacement project consists of the installation of new, concrete bridge abutments and the placement of a new pre-stressed concrete bridge deck.

Timberline President and CEO Paul Dircksen commented, "We appreciate the support of Butte-Silver Bow for this project that is expected to provide significant economic benefits and job growth to Butte and Silver Bow County. We look forward to continued close engagement with the city and county as the project advances through final permitting."

The Montana Department of Environmental Quality ("MDEQ") is in the process of completing the Final Environmental Impact Statement ("Final EIS") for the project. While the timeline for the delivery of the Final EIS, the Record of Decision ("ROD"), and the Final Hard Rock Operating Permit ("Final HROP") is in the hands of the MDEQ, our current expectation is that the Final EIS should be published in February with the ROD and the Final HROP being issued approximately three weeks thereafter.

The United States Forest Service ("USFS") continues to work on the road use permit to haul material from the mine site to public roadways. The Company and its JV partner are following up on some significant developments that may positively impact the permitting process of the intended haul route.

All of the site activities continue to be carried out under the authorization of the exploration license previously granted to our joint venture company, Butte Highlands JV, LLC ("BHJV"), which is operating the project.

Timberline owns a 50-percent carried-to-production interest in BHJV, which owns the Butte Highlands Gold Project where mining is expected to commence following the issuance of the final hard rock operating permit and the U.S. Forest Service approval of a road-use plan of operations for material haulage. Timberline's joint venture partner is funding all mine development costs through to commercial production with Timberline's share of those costs to be repaid from proceeds of future mine production.

About Timberline Resources

Timberline Resources Corporation is exploring and developing advanced-stage gold properties in the western United States. Timberline holds a 50-percent carried interest ownership stake in the Butte Highlands Joint Venture in Montana. Timberline's exploration is primarily focused on the major gold districts of Nevada, where it is advancing its flagship Lookout Mountain Project toward a production decision while exploring a pipeline of quality earlier-stage projects at its South Eureka Property and elsewhere. Timberline management has a proven track record of discovering economic mineral deposits that are developed into profitable mines.

Timberline is listed on the NYSE MKT where it trades under the symbol "TLR" and on the TSX Venture Exchange where it trades under the symbol "TBR".

Cautionary Note

The Company clarifies that BHJV has decided to advance the Butte Highlands Gold Project into production without first establishing NI 43-101 compliant mineral resources supported by an independent technical report or completing a feasibility study. A production decision without the benefit of a technical report independently establishing mineral resources or reserves and any feasibility study demonstrating economic and technical viability creates increased uncertainty and heightens economic and technical risks of failure associated with the Butte Highlands Project.

Forward-looking Statements

Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding the timing and results of the Company's continued exploration and drill program at South Eureka and Lookout Mountain, the timing of assay results from such drilling program being released, the Company's ability to expand and upgrade the South Eureka resource, the timing or results of the Company's exploration and development plans and programs at Butte Highlands, including the timing of obtaining necessary permits, the development of and production at the Company's Butte Highlands project and projects on its South Eureka property, the potential life of the mine at the Butte Highlands project, the targeted production date and haul route for the Butte Highlands project, targeted date for production at South Eureka, the potential for a heap-leach mine at South Eureka, and possible growth of the Company and the Company's expected operations, including potential development of an open pit extraction and heap leach processing and operation at South Eureka. When used herein, the words "anticipate," "believe," "estimate," "upcoming," "plan," "target", "intend" and "expect" and similar expressions, as they relate to Timberline Resources Corporation, its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company's actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, risks related to the timing and completion of the drilling programs at Butte Highlands and South Eureka, risks and uncertainties related to mineral estimates, risks related to the inherently dangerous activity of mining, and other such factors, including risk factors discussed in the Company's Annual Report on Form 10-K for the year ended September 30, 2013. Except as required by Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information:

Paul Dircksen, CEO

Phone: 208.664.4859

ex99_2.htm

EXHIBIT 99.2

Timberline Announces Filing of Annual Report

02/03/14

Coeur d'Alene, Idaho - February 3, 2014 - Timberline Resources Corporation (NYSE MKT: TLR; TSX-V: TBR) ("Timberline" or the "Company") announced today that it has filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2013 with the United States Securities and Exchange Commission on December 12, 2013 and an amended Form 10-K on January 28, 2014.

A copy of the Annual Report on Form 10-K as amended is available to be viewed and downloaded from the Investor section of Timberline's website at http://www.timberline-resources.com. Investors may obtain a hard copy of the Annual Report on Form 10-K as amended, including the Company's financial statements, free of charge by writing to Randal Hardy, Timberline Resources Corporation 101 E. Lakeside, Coeur d'Alene, Idaho 83814.

About Timberline Resources

Timberline Resources Corporation is exploring and developing advanced-stage gold properties in the western United States. Timberline holds a 50-percent carried interest ownership stake in the Butte Highlands Joint Venture in Montana. Timberline's exploration is primarily focused on the major gold districts of Nevada, where it is advancing its flagship Lookout Mountain Project toward a production decision while exploring a pipeline of quality earlier-stage projects at its South Eureka Property and elsewhere. Timberline's leadership has a proven track record of discovering economic mineral deposits that are developed into profitable mines. Timberline is listed on the NYSE MKT where it trades under the symbol "TLR" and on the TSX Venture Exchange where it trades under the symbol "TBR".

Contact Information:

Paul Dircksen, CEO

Phone: 208.664.4859

Unassociated Document

EXHIBIT 99.3

Timberline Updates Status of Funding Agreement

02/06/14

Coeur d'Alene, Idaho - February 6, 2014 - Timberline Resources Corporation (NYSE MKT: TLR; TSX-V: TBR) ("Timberline" or the "Company") announced today that it has not received any funds from RockStar Resources ("RockStar") pursuant to the Exclusivity Fee specified in the No-Shop/Exclusivity clause of the Confidentiality Agreement entered into by the Company and RockStar in December 2013.

As previously announced on December 5, 2013, RockStar had agreed to purchase a total of US$750,000 of Timberline's common stock for US$0.20 per share in three equal monthly tranches beginning on December 31, 2013. Although RockStar continues to seek financing, it has not fulfilled its funding commitments for December 31, 2013 and January 31, 2014. Timberline and RockStar are continuing discussions and reviewing multiple options for a potential transaction as contemplated in their original confidentiality agreement and alternative sources of financing.

About Timberline Resources

Timberline Resources Corporation is exploring and developing advanced-stage gold properties in the western United States. Timberline holds a 50-percent carried interest ownership stake in the Butte Highlands Joint Venture in Montana. Timberline's exploration is primarily focused on the major gold districts of Nevada, where it is advancing its flagship Lookout Mountain Project toward a production decision while exploring a pipeline of quality earlier-stage projects at its South Eureka Property and elsewhere. Timberline's leadership has a proven track record of discovering economic mineral deposits that are developed into profitable mines.

Timberline is listed on the NYSE MKT where it trades under the symbol "TLR" and on the TSX Venture Exchange where it trades under the symbol "TBR".

Forward-looking Statements

RockStar not being able to reach agreement on a mutually beneficial transaction, risks related to the Company not being able to obtain alternative financing, risks related to RockStar not being able to fund the exclusivity fee, risks related to potential future transactions, risks related to the Company continuing as a going concern , and other such factors, including risk factors discussed in the Company's Annual Report on Form 10-K for the year ended September 30, 2013. Except as required by Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements.

Contact Information:

Paul Dircksen, CEO

Phone: 208.664.4859

ex99_4.htm

EXHIBIT 99.4

Timberline Receives Notice from the NYSE MKT

02/08/14

Coeur d'Alene, Idaho - February 8, 2014 - Timberline Resources Corporation (NYSE MKT: TLR; TSX-V: TBR) ("Timberline" or the "Company") announced today that it has received notice from the NYSE MKT LLC (the "Exchange") that the Company is not in compliance with one of the Exchange's continued listing standards as set forth in Part 10 of the NYSE MKT Company Guide (the "Company Guide"). Specifically, the Company is not in compliance with Section 1003(a)(iv) of that Company Guide in that it has sustained losses which are substantial in relation to its overall operations or its existing financial resources, or its financial condition has become impaired such that it appears questionable, in the opinion of the Exchange, as to whether the Company will be able to continue operations and/or meet its obligations as they mature.

In order to maintain its listing on the Exchange, the Exchange has requested that the Company submit a plan of compliance (the "Plan") by February 20, 2014 addressing how it intends to regain compliance with Section 1003(a)(iv) of the Company Guide by March 31, 2014.

Timberline's management has been working to increase its working capital and minimize expenditures by forgoing salaries, minimizing discretionary exploration expenditures and reducing other expenses. Most recently, the Company had relied on anticipated funding through purchases of shares of its common stock by RockStar Resources ("RockStar") pursuant to the Exclusivity Fee specified in the No-Shop/Exclusivity clause of the Confidentiality Agreement entered into by and between the Company and RockStar in December 2013 (see press release dated December 5, 2013). However, as previously announced on February 6, 2014, the Company has not received any funds from RockStar from the funding commitments for December 31, 2013 and January 31, 2014. The resulting cash deficiency is a major factor considered by the Exchange prior to its issuance of the notice of non-compliance.

Timberline's management is pursuing a number of potential transactions to address the Company's financial requirements. The Company intends to submit a Plan in the prescribed form to the Exchange prior to the due date that management anticipates will address the concerns of the Exchange and regain compliance with the Exchange's continued listing standards. If the Plan is not accepted by the Exchange, then the Company will be subject to the Exchange's delisting procedures.

The Company recognizes the need to engage in financing transactions to continue as a going concern given its current cash balance and anticipated, upcoming operating expenses. Such financing activities may include equity financings, asset sales, strategic alliances, or other arrangements, in order to execute its operating plans and exploration programs. The Company may not be able to obtain necessary financing in sufficient amounts to meet its ongoing obligations or on acceptable terms, if at all, however, Company management believes that through its best efforts it will complete a Plan and one or more transactions that will bring the Company into compliance with NYSE MKT guidelines.

Unexpected regulatory delays in permitting have resulted in deferred receipts of cash flow from the Company's Butte Highlands project, however the permitting process is advancing as the Montana Department of Environmental Quality works to finalize preparation of a Final Environmental Impact Statement as the remaining milestone toward issuance of the final Hard Rock Operating Permit.

About Timberline Resources

Timberline Resources Corporation is exploring and developing advanced-stage gold properties in the western United States. Timberline holds a 50-percent carried interest ownership stake in the Butte Highlands Joint Venture in Montana. Timberline's exploration is primarily focused on the major gold districts of Nevada, where it is advancing its flagship Lookout Mountain Project toward a production decision while exploring a pipeline of quality earlier-stage projects at its South Eureka Property and elsewhere. Timberline's leadership has a proven track record of discovering economic mineral deposits that are developed into profitable mines.

Timberline is listed on the NYSE MKT where it trades under the symbol "TLR" and on the TSX Venture Exchange where it trades under the symbol "TBR".

Forward-looking Statements

Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding the Company's intention to submit a Plan to the Exchange, the management's expectation that the submitted Plan will be accepted by the Exchange, potential future financing transactions, prospective income from the Butte Highlands Project and the uses of such income, if any and the Company's ability to raise enough to continue as a going concern. When used herein, the words "anticipate," "believe," "estimate," "upcoming," "plan," "target", "intend" and "expect" and similar expressions, as they relate to Timberline Resources Corporation, its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company's actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, risks related to the Company and RockStar not being able to reach agreement on a mutually beneficial transaction, risks related to the Company not being able to obtain alternative financing, risks related to RockStar not being able to fund the exclusivity fee, risks related to potential future transactions, risks related to the Company continuing as a going concern , and other such factors, including risk factors discussed in the Company's Annual Report on Form 10-K for the year ended September 30, 2013. Except as required by Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements.

Contact Information:

Paul Dircksen, CEO

Phone: 208.664.4859