UNDERWRITING AGREEMENT between TIMBERLINE RESOURCES, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters TIMBERLINE RESOURCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 5th, 2013 • Timberline Resources Corp • Gold and silver ores • New York
The undersigned, Timberline Resources, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Timberline Resources, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2011 • Timberline Resources Corp • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 25, 2011, between Timberline Resources Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AGREEMENT AND PLAN OF MERGER by and among MCEWEN MINING INC., LOOKOUT MERGER SUB, INC. and TIMBERLINE RESOURCES CORPORATION Dated April 16, 2024Agreement and Plan of Merger • April 16th, 2024 • Timberline Resources Corp • Gold and silver ores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 16, 2024, by and among McEwen Mining Inc., a Colorado corporation (“Parent”), Lookout Merger Sub, Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”), and Timberline Resources Corporation, a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 11th, 2018 • Timberline Resources Corp • Gold and silver ores • Idaho
THIS EMPLOYMENT AGREEMENT (“Agreement”), is made and entered into effective as of the Effective Date of December 16, 2016, by and between Timberline Resources, Corp., a Delaware corporation with a principal business address of 101 E. Lakeside Avenue, Coeur d’Alene, Idaho 83814 (the “Company”) and Randal L. Hardy (the “Executive” or “Employee”).
MINERAL LEASE AGREEMENTMineral Lease Agreement • September 29th, 2005 • Timberline Resources Corp • Nevada
THIS AGREEMENT is executed and made effective as of the _14__ day of __April_, 2005, (the “Effective Date”), by and between HOWARD J. ADAMS, the owner of an undivided fifty per cent (50%) interest, and J. DAVID MILLER, the owner of an undivided fifty per cent (50%) interest, hereinafter collectively designated as "Owner", and TIMBERLINE RESOURCES CORPORATION, an Idaho corporation, hereinafter designated as "TRC". Owner and TRC may be referenced collectively as the “Parties” or, singly, as a “Party.”
FIRST AMENDMENT TO OPTION AGREEMENTOption Agreement • November 17th, 2016 • Timberline Resources Corp • Gold and silver ores
This First Amendment to Option Agreement (“First Amendment Agreement”), is made effective as of the 19th day of October, 2016 (“Effective Date”), by and between Talapoosa Development Corp., a Delaware corporation (“Buyer”) and Timberline Resources Corporation, a Delaware corporation (“Timberline Parent”), whose addresses are 101 East Lakeside Avenue, Coeur d’Alene, Idaho 83814 and American Gold Capital US Inc., a Nevada corporation (“American Gold”), Gunpoint Exploration US Ltd., a Nevada corporation (“Gunpoint US”) and Gunpoint Exploration Ltd., a British Columbia corporation (“Gunpoint Parent” and collectively with American Gold and Gunpoint US, the “Sellers”), whose addresses are Suite 1620 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E 4G1. Buyer, Timberline Parent and Sellers are referred to herein individually as a “Party” and collectively as the “Parties.”
MINERAL LEASE AGREEMENTMineral Lease Agreement • September 29th, 2005 • Timberline Resources Corp • Idaho
THIS AGREEMENT is made effective as of the 26th day of November, 2004 (the “Effective Date”), regardless of the actual dates of execution, by and between TIMBERLINE RESOURCES CORPORATION, an Idaho corporation, hereinafter designated as "Owner", and STERLING MINING COMPANY, an Idaho corporation, hereinafter designated as "Sterling.” Sterling and Owner may be referenced jointly in this Agreement as the “Parties” or singly as a “Party.”
Aegis Capital Corp.Timberline Resources Corp • September 5th, 2013 • Gold and silver ores
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 16th, 2024 • Timberline Resources Corp • Gold and silver ores • Delaware
This Voting and Support Agreement (this “Agreement”) is entered into as of [●], 2024 by and between McEwen Mining Inc., a Colorado corporation (“Parent”), and [●] (“Stockholder”).
AMENDMENT TO OSTERBERG EMPLOYMENT LETTEROsterberg Employment Letter • April 16th, 2024 • Timberline Resources Corp • Gold and silver ores
This Amendment to the Osterberg Employment Letter (“Amendment”) is dated as of April 16, 2024, by and among Timberline Resources, Corp. (the “Company”), and Steven A. Osterberg (the “Employee”), and amends that certain Osterberg Employment Letter (the “Original Agreement”), dated October 9, 2020, between the Company and the Employee. Capitalized terms used in this Amendment without definition have the meanings given in the Original Agreement.
OPTION AGREEMENTOption Agreement • March 17th, 2015 • Timberline Resources Corp • Gold and silver ores • Nevada
This Option Agreement (“Agreement”), is made effective as of the 12th day of March, 2015 (“Effective Date”), by and between Talapoosa Development Corp., a Delaware corporation (“Buyer”) and Timberline Resources Corporation, a Delaware corporation (“Timberline Parent”), whose addresses are 101 East Lakeside Avenue, Coeur d’Alene, Idaho 83814 and American Gold Capital US Inc., a Nevada corporation (“American Gold”), Gunpoint Exploration US Ltd., a Nevada corporation (“Gunpoint US”) and Gunpoint Exploration Ltd., a British Columbia corporation (“Gunpoint Parent” and collectively with American Gold and Gunpoint US, the “Sellers”), whose addresses are Suite 1620 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E 4G1. Buyer, Timberline Parent and Sellers are referred to herein individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 31st, 2011 • Timberline Resources Corp • Gold and silver ores • Idaho
This Stock Purchase Agreement (this "Agreement") is entered into on October 25, 2011 by and among TDI Holdings, Inc., an Idaho corporation ("Buyer"), Timberline Drilling, Incorporated., an Idaho corporation (the "Company"), and Timberline Resources Corporation, a Delaware corporation ("Seller").
BINDING LETTER OF INTENTTimberline Resources Corp • July 7th, 2006 • Gold and silver ores
Timberline Resources (TBLC), an Idaho corporation, its successors and assigns enters a Lease and Option to Purchase Agreement with Susan K. and Larry L. McIntosh, both Nevada residents, husband and wife. and legal owners (Owner) of the Elsie and LC South twenty-two (22) unpatented mining claims located in Mineral County, Nevada. Said claims (Property) are located in Sections 8, 9, 20, 21, 28, & 29, T5N, R36E.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 29th, 2005 • Timberline Resources Corp • Washington
This Agreement, dated this 1st day of April, 2005 between Paul Dircksen, 1212 Ash Avenue, Coeur d’Alene, ID (hereinafter referred to as Consultant), and Timberline Resources Corporation P.O. 5034, Spokane, WA 99205 (hereinafter referred to as Timberline).
MINERAL LEASE AGREEMENTMineral Lease Agreement • September 29th, 2005 • Timberline Resources Corp • Idaho
THIS AGREEMENT is made effective as of the 10th day of March, 2004, by and between A.E. Saucier, doing business as Sedi-Met, Inc., hereinafter designated as "Owner", and TIMBERLINE RESOURCES CORPORATION, an Idaho corporation, hereinafter designated as "TRC".
REAL ESTATE PURCHASE CONTRACTReal Estate Purchase Contract • December 29th, 2022 • Timberline Resources Corp • Gold and silver ores
SUBORDINATION AGREEMENT (Payments Permitted)Subordination Agreement • November 15th, 2011 • Timberline Resources Corp • Gold and silver ores • Washington
THIS AGREEMENT is entered into by and among TDI HOLDINGS, INC. and TIMBERLINE DRILLING, INCORPORATED ("Borrower"), TIMBERLINE RESOURCES CORPORATION ("Creditor"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 29th, 2005 • Timberline Resources Corp • Washington
This Agreement, dated this 1st day of January, 2005 between Stephen Goss, 36 W. 16th Avenue, Spokane, Washington 99203 (hereinafter referred to as Consultant), and Timberline Resources Corporation P.O. 5034, Spokane, WA 99205 (hereinafter referred to as Timberline).
SUPPORT AGREEMENTSupport Agreement • March 29th, 2010 • Timberline Resources Corp • Gold and silver ores • British Columbia
This Support Agreement (this “Agreement”) is made and entered into as of March 22, 2010, by and among Timberline Resources Corporation, a company organized under the laws of the state of Delaware (“Timberline”), and _____________________________ (the “Shareholder”), with reference to the following:
AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • March 10th, 2006 • Timberline Resources Corp • Gold and silver ores • Idaho
This Amendment to Stock Purchase and Sale Agreement (the "Amendment") is made and entered into as of March 3, 2006 by and among: Timberline Resources Corporation, an Idaho corporation (“Timberline Resources”); the shareholders of Kettle Drilling, Inc., an Idaho corporation (“Kettle Drilling”), listed on the signature page hereof (collectively referred to as the “Selling Stockholders”); and the shareholders of Timberline Resources listed on the signature page hereof (collectively referred to as the “Timberline Inside Stockholders”).
ARRANGEMENT AGREEMENT DATED for reference the 22nd day of March, 2010.Arrangement Agreement • March 29th, 2010 • Timberline Resources Corp • Gold and silver ores • British Columbia
TIMBERLINE RESOURCES CORPORATION, a corporation duly organized under the laws of Delaware and having an office at 101 E. Lakeside Avenue, Coeur d’Alene, Idaho, 83814
September 21, 2015 Mr. Paul Dircksen Via email: dircksen@timberline- resources.com Re: Letter Agreement regarding Terms of Relationship Mr. Dircksen:Timberline Resources Corp • December 29th, 2015 • Gold and silver ores
This letter agreement sets forth the agreed upon terms and conditions of your continuing relationship with Timberline Resources Corporation (the “Company”) pursuant to our agreements in prior conversations. This letter supersedes in respects the terms and conditions of your current agreement with the Company, dated effective May 1, 2006 (“Prior Agreement”), and pursuant to your agreement to the terms and conditions set forth herein you agree that your Prior Agreement is hereby terminated in its entirety and that you hereby waive any claims, rights, assertions or other causes of action of any kind, whether by law or in equity, arising from or related to the terms and conditions of your employment as set forth in the Prior Agreement, including but not limited to, any right to assert payment for any change of control pursuant to the terms and conditions of the Prior Agreement.
PURCHASE AND SALE AGREEMENT BETWEEN: CYNTHIA R. HOLMES, AS SELLER, AND TIMBERLINE RESOURCES CORPORATION, AS BUYERPurchase and Sale Agreement • December 29th, 2022 • Timberline Resources Corp • Gold and silver ores • Nevada
included in and subject to this Agreement as if the Additional Lands were listed in Exhibit A;Timberline Resources Corp • July 24th, 2007 • Gold and silver ores • California
MINERAL LEASE AGREEMENTMineral Lease Agreement • September 29th, 2005 • Timberline Resources Corp • Idaho
THIS AGREEMENT is made effective as of the 23 day of May, 2005 (the “Effective Date”), regardless of the actual date of execution, by and between TIMBERLINE RESOURCES CORPORATION, an Idaho corporation, hereinafter designated as "TRC", and SNOWSHOE MINING COMPANY, an Idaho corporation, hereinafter designated as "Owner.” TRC and Owner may be referenced jointly in this Agreement as the “Parties” or singly as a “Party.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 29th, 2008 • Timberline Resources Corp • Gold and silver ores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”) is entered into as of the 22nd day of August, 2008 by and between Timberline Resources Corporation, a Delaware corporation (“Surviving Corporation”), and Timberline Resources Corporation, an Idaho corporation (“Merging Corporation”). Surviving Corporation and Merging Corporation are sometimes collectively referred to hereinafter as the “Constituent Corporations.”
February 10, 2014 PO Box 3784 Coeur d'Alene, ID 83816 Mr. Randal Hardy Timberline ResourcesTimberline Resources Corp • August 6th, 2014 • Gold and silver ores
Timberline ResourcesTimberline Resources • October 13th, 2020 • Timberline Resources Corp • Gold and silver ores
We are pleased to offer you the position of Vice President of Exploration. We would like you to continue on the Board of Directors (BOD) until our next Annual General Meeting (AGM). Thereafter we ask you to continue to participate in BOD meetings as an Officer of the Company.
STOCK PURCHASE AND PUT RIGHT RELEASE AGREEMENTStock Purchase and Put Right Release Agreement • February 27th, 2009 • Timberline Resources Corp • Gold and silver ores • Delaware
THIS STOCK PURCHASE AND PUT RIGHT RELEASE AGREEMENT (this “Agreement”) is made as of this ♦ day of January, 2009, by and between Timberline Resources Corporation (“Timberline”), a Delaware corporation, and Auramet Trading, LLC (“Auramet”), a Delaware limited liability company (“Auramet”).
STOCK PURCHASE AND SALE AGREEMENTEmployment Agreement • March 1st, 2006 • Timberline Resources Corp • Gold and silver ores • Idaho
August 12, 2005Timberline Resources Corp • September 29th, 2005
Note on Redacted Material: Sections under the heading “Proposed Rates”, “SMD Personnel”, and “Proposed Work Schedule” in Exhibit B to this Agreement have been omitted pursuant to a Confidential Treatment Request (“Request”) Timberline Resources...Timberline Resources Corp • December 20th, 2010 • Gold and silver ores
REAL ESTATE PURCHASE CONTRACTReal Estate Purchase Contract • December 29th, 2022 • Timberline Resources Corp • Gold and silver ores
PURCHASE AND SALE AGREEMENT BETWEEN: ANDREW C. GOODRICH AND BONNIE WOODWORTH, AS SELLER, AND TIMBERLINE RESOURCES CORPORATION, AS BUYERPurchase and Sale Agreement • December 29th, 2022 • Timberline Resources Corp • Gold and silver ores • Nevada
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into this day of , 2022 (the “Effective Date”), by and among ANDREW C. GOODRICH, a married man as his sole and separate property, and BONNIE WOODWORTH, a married woman as her sole and separate property (collectively, hereinafter “Seller”), and TIMBERLINE RESOURCES CORPORATION, a Delaware corporation qualified to do business in the State of Nevada (“Buyer”). Each of Buyer and Seller is a "Party," and Buyer and Seller together are the "Parties."
LOAN AND SECURITIES PURCHASE AGREEMENTLoan and Securities Purchase Agreement • May 27th, 2016 • Timberline Resources Corp • Gold and silver ores
THIS Loan and Securities Purchase Agreement (this “Agreement”) is made as of May ___, 2016 by and among Timberline Resources Corporaiton, a Delaware corporation (the “Company”), and _____________________ (the “Lender”).
