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Timberline Resources Closes First Tranche of Private Placement Financing 

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Timberline Resources Corporation (OTCQB: TLRS; TSX-V: TBR) (Timberline or the Company) has received final approval from the Toronto Venture Exchange for closing of a first tranche of the previously announced non-brokered private placement (the Offering) by issuing 6,291,479 units (Units) for a total of US$503,318.32. A second tranche is expected to close by late-November. The Offering, which was initially announced on October 23, 2018, consists of up to 6,250,000 Units at a price of US$0.08 per Unit for a total of US$500,000, with an over-allotment option to increase the Offering by up to 20%. Each Unit consists of one share of common stock of the Company and one common share purchase warrant (each a Warrant) (together the Securities), with each Warrant exercisable to acquire an additional share of common stock of the Company at a price of US$0.14 per share until the warrant expiration date of October 29, 2021. Two insiders of the Company participated in the private placement and subscribed for 812,500 Units. Participation by the two insiders constitutes a related party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Because the Companys shares trade only on the TSX Venture Exchange and OTCQB, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61- 101 pursuant to Subsection 5.7(b) of MI 61-101. The Company did not file a material change report 21 days prior to the …

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Source: US SEC
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EX-99_of_8-K_for_Timberline_Resources_Corp__8-K-11-16-2018