TLRS Timberline Resources Corporation (QB)

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: July 3, 2014

(Date of earliest event reported)

Timberline Resources Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34055

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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:

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

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

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

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

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Item 7.01 Regulation FD Disclosure.

On July 3, 2014, the Company issued a press release entitled “Timberline Granted Extension for its Plan of Compliance by NYSE MKT”.  A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.  

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release of Timberline Resources Corporation dated July 3, 2014.*

* Furnished to, not filed with, the SEC pursuant to Item 7.01 above.

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: July 8, 2014	By:	/s/ Randal Hardy
			Randal Hardy Chief Financial Officer and Director

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 EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release of Timberline Resources Corporation dated July 3, 2014.*

* Furnished to not filed with the SEC pursuant to Item 7.01 above.

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Timberline Granted Extension for its Plan of Compliance by NYSE MKT

Coeur d’Alene, Idaho – July 3, 2014 – Timberline Resources Corporation (NYSE MKT: TLR; TSX-V: TBR) (“Timberline” or the “Company”) announced today that on June 30, 2014 the NYSE MKT LLC (the “Exchange”) notified the Company that it had granted the Company’s request for an extension to complete its plan of compliance (the “Plan”) and regain compliance with the Exchange’s continued listing standards.  

Based upon a review of the Plan and information submitted by the Company, the Exchange determined that while the Company is not currently in compliance with the continued listing standards of the Exchange, it has made a reasonable demonstration of its ability to regain compliance with Section 1003(a)(iv) of the NYSE MKT Company Guide (the “Company Guide”) by the end of the revised plan period, which the Exchange has now determined to be August 15, 2014.  The Company expects to complete the acquisition of Wolfpack Gold (Nevada), Inc. within the extension period which will provide the Company with sufficient financial resources to continue its operations, implement its business plan, and meet its obligations as they mature.

The Company’s listing is being continued pursuant to this extension and remains subject to periodic review by staff of the Exchange during the extension period.  Failure to make progress consistent with the Plan or to regain compliance with the continued listing standards of the Exchange by the end of the extension period could result in the Company being subject to the Exchange’s delisting procedures.

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.

Contact Information:

Paul Dircksen, CEO

Phone: 208.664.4859

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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 Plan of Compliance submitted to the Exchange, the management’s expectation that the Company will complete the Plan, potential future financing transactions, prospective income from the Butte Highlands Project and the uses of such income, if any, a possible production decision at the Company’s Lookout Mountain project, 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 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.

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