|By Marketwired .||
|August 6, 2014 06:00 PM EDT||
COEUR D'ALENE, IDAHO -- (Marketwired) -- 08/06/14 -- Timberline Resources Corporation (NYSE MKT:TLR)(TSX VENTURE: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 VENTURE: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.
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".
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.
None of the securities anticipated to be issued pursuant to the Arrangement have been or will be registered under the Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and are anticipated to be issued in reliance upon available exemptions from such registration requirements under Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
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 terms and expected closing date of Company's Plan of Arrangement with Wolfpack Gold Corp., the amount of cash and properties acquired pursuant to the Arrangement, the management's expectation that the Company will close on the transaction contemplated in the Arrangement, the issuance of shares pursuant to the Arrangement, court and regulatory approvals expected for the Arrangement, timing and advancement of the Lookout Mountain / South Eureka project and other Nevada projects, a possible production decision at the Company's Lookout Mountain project, and the potential benefits and permitting progress at the Butte Highlands project. 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 Wolfpack Gold not being able to reach a definitive agreement on a mutually beneficial transaction, risks related to the Company not being able to obtain alternative financing, 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.
Timberline Resources Corporation
Rapid innovation, changing business landscapes, and new IT demands force businesses to make changes quickly. In the eyes of many, containers are at the brink of becoming a pervasive technology in enterprise IT to accelerate application delivery. In this presentation, attendees learned about the: The transformation of IT to a DevOps, microservices, and container-based architecture What are containers and how DevOps practices can operate in a container-based environment A demonstration of how ...
Dec. 7, 2016 12:45 PM EST Reads: 1,066
President Obama recently announced the launch of a new national awareness campaign to "encourage more Americans to move beyond passwords – adding an extra layer of security like a fingerprint or codes sent to your cellphone." The shift from single passwords to multi-factor authentication couldn’t be timelier or more strategic. This session will focus on why passwords alone are no longer effective, and why the time to act is now. In his session at 19th Cloud Expo, Chris Webber, security strateg...
Dec. 7, 2016 12:35 PM EST Reads: 153
"At ROHA we develop an app called Catcha. It was developed after we spent a year meeting with, talking to, interacting with senior citizens watching them use their smartphones and talking to them about how they use their smartphones so we could get to know their smartphone behavior," explained Dave Woods, Chief Innovation Officer at ROHA, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 12:30 PM EST Reads: 602
SYS-CON Events has announced today that Roger Strukhoff has been named conference chair of Cloud Expo and @ThingsExpo 2017 New York. The 20th Cloud Expo and 7th @ThingsExpo will take place on June 6-8, 2017, at the Javits Center in New York City, NY. "The Internet of Things brings trillions of dollars of opportunity to developers and enterprise IT, no matter how you measure it," stated Roger Strukhoff. "More importantly, it leverages the power of devices and the Internet to enable us all to im...
Dec. 7, 2016 12:30 PM EST Reads: 707
Extracting business value from Internet of Things (IoT) data doesn’t happen overnight. There are several requirements that must be satisfied, including IoT device enablement, data analysis, real-time detection of complex events and automated orchestration of actions. Unfortunately, too many companies fall short in achieving their business goals by implementing incomplete solutions or not focusing on tangible use cases. In his general session at @ThingsExpo, Dave McCarthy, Director of Products...
Dec. 7, 2016 12:30 PM EST Reads: 831
Cloud Expo, Inc. has announced today that Andi Mann returns to 'DevOps at Cloud Expo 2017' as Conference Chair The @DevOpsSummit at Cloud Expo will take place on June 6-8, 2017, at the Javits Center in New York City, NY. "DevOps is set to be one of the most profound disruptions to hit IT in decades," said Andi Mann. "It is a natural extension of cloud computing, and I have seen both firsthand and in independent research the fantastic results DevOps delivers. So I am excited to help the great t...
Dec. 7, 2016 12:00 PM EST Reads: 586
We are always online. We access our data, our finances, work, and various services on the Internet. But we live in a congested world of information in which the roads were built two decades ago. The quest for better, faster Internet routing has been around for a decade, but nobody solved this problem. We’ve seen band-aid approaches like CDNs that attack a niche's slice of static content part of the Internet, but that’s it. It does not address the dynamic services-based Internet of today. It does...
Dec. 7, 2016 12:00 PM EST Reads: 1,111
The many IoT deployments around the world are busy integrating smart devices and sensors into their enterprise IT infrastructures. Yet all of this technology – and there are an amazing number of choices – is of no use without the software to gather, communicate, and analyze the new data flows. Without software, there is no IT. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, Dave McCarthy, Director of Products at Bsquare Corporation; Alan Williamson, Principal...
Dec. 7, 2016 11:47 AM EST Reads: 212
"Venafi has a platform that allows you to manage, centralize and automate the complete life cycle of keys and certificates within the organization," explained Gina Osmond, Sr. Field Marketing Manager at Venafi, in this SYS-CON.tv interview at DevOps at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 11:45 AM EST Reads: 1,021
"We analyze the video streaming experience. We are gathering the user behavior in real time from the user devices and we analyze how users experience the video streaming," explained Eric Kim, Founder and CEO at Streamlyzer, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 11:45 AM EST Reads: 453
"ReadyTalk is an audio and web video conferencing provider. We've really come to embrace WebRTC as the platform for our future of technology," explained Dan Cunningham, CTO of ReadyTalk, in this SYS-CON.tv interview at WebRTC Summit at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 11:30 AM EST Reads: 646
20th Cloud Expo, taking place June 6-8, 2017, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy.
Dec. 7, 2016 11:15 AM EST Reads: 2,284
IoT solutions exploit operational data generated by Internet-connected smart “things” for the purpose of gaining operational insight and producing “better outcomes” (for example, create new business models, eliminate unscheduled maintenance, etc.). The explosive proliferation of IoT solutions will result in an exponential growth in the volume of IoT data, precipitating significant Information Governance issues: who owns the IoT data, what are the rights/duties of IoT solutions adopters towards t...
Dec. 7, 2016 11:01 AM EST Reads: 181
"We are a modern development application platform and we have a suite of products that allow you to application release automation, we do version control, and we do application life cycle management," explained Flint Brenton, CEO of CollabNet, in this SYS-CON.tv interview at DevOps at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 11:00 AM EST Reads: 978
Regulatory requirements exist to promote the controlled sharing of information, while protecting the privacy and/or security of the information. Regulations for each type of information have their own set of rules, policies, and guidelines. Cloud Service Providers (CSP) are faced with increasing demand for services at decreasing prices. Demonstrating and maintaining compliance with regulations is a nontrivial task and doing so against numerous sets of regulatory requirements can be daunting task...
Dec. 7, 2016 11:00 AM EST Reads: 979