http://www.timberline-resources.com/main.php?page=183&press=238
| Timberline Shareholders Approve Acquisition of Wolfpack Gold (Nevada) | |
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08/06/14
Coeur d'Alene, Idaho - August 6, 2014 - Timberline Resources Corporation (NYSE MKT: TLR; TSX-V: TBR)("Timberline" or the "Company") announced today that at its Annual and Special Meeting of Shareholders held on August 5, 2014 (the "Meeting"), its shareholders overwhelmingly approved the plan of arrangement (the "Arrangement") pursuant to which Timberline will acquire Wolfpack Gold (Nevada) Inc. ("Wolfpack US"), a subsidiary of Wolfpack Gold Corp. (TSX.V: WFP) ("Wolfpack").
At the Meeting, approximately 75% of the Company's outstanding shares of common stock were represented, and over 94% of the shares voted on the Arrangement voted in favor of approving the Arrangement, including the issuance of shares of Timberline's common stock to Wolfpack as consideration for the acquisition. The other proposals related to the Arrangement, approval of a reverse stock split and approval of an increase in the Company's authorized number of common shares, also passed with over 84% and over 91% of the shares voted on the proposals, respectively, voting in favor of those proposals.
Upon completion of the Arrangement, Timberline will issue 0.75 shares of its common stock for each outstanding common share of Wolfpack in exchange for all of the issued and outstanding shares of Wolfpack US, which holds a number of exploration properties in Nevada and approximately Cdn$5.3 million in cash, inclusive of the current US$1 million dollar loan from Wolfpack to Timberline which will be cancelled at the closing of the Arrangement. Completion of the Arrangement is subject to certain approvals by the British Columbia Supreme Court, the NYSE MKT, the TSX Venture Exchange, and the receipt of all other necessary regulatory and third party approvals. The Arrangement is expected to close within the next ten days.
Timberline President and CEO Paul Dircksen commented, "We are pleased with the great voter turnout and that the vast majority of our shareholders have shown their support for the acquisition of Wolfpack US. When the transaction closes, we will have funding to focus on advancing our district-scale South Eureka / Lookout Mountain project in Nevada where we have excellent potential for new discoveries in addition to the existing significant NI 43-101 resource. We intend to prioritize our expenditures on projects with superior potential that maximize our opportunities in Nevada, one of the most favorable gold domains in the world. In addition, Timberline's shareholders will continue to benefit from the future developments at Butte Highlands in Montana once the remaining permits are granted."
The following individuals were also elected to the Company's Board of Directors at the Meeting: Paul Dircksen, Randal Hardy, Vance Thornsberry, Robert Martinez, and Leigh Freeman. Upon completion of the Arrangement, Randal Hardy and Vance Thornsberry will resign from the Board of Directors and the two Wolfpack nominees with be appointed.
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