Each one in plain English, with the numbers worked through for a shareholder.
27 July 2009material agreement▲ Good
Timberline and Highland Mining (owned by director Ron Guill) formed the planned 50/50 Butte Highlands JV, with Timberline contributing the Butte Highlands property at a deemed $2 million value and Highland funding all future mine development - the joint-venture structure floated when the outright SMD sale fell apart in 2008 was now formalized, with Guill managing the JV.
Timberline settled a $924,000 unpaid invoice from Jefferies & Co. for advisory work on the failed SMD acquisition financing by paying $50,000 cash plus 950,000 restricted shares - a stock-heavy settlement reflecting how cash-strapped the company was after the SMD deal collapsed.
Timberline's stock got a non-compliance notice from NYSE Alternext (the successor to the American Stock Exchange) for failing minimum stockholders'-equity and recurring-losses standards, requiring a compliance plan within 30 days - an early listing-standards warning consistent with an exploration company that had never turned a profit.
Timberline made routine tax-compliance amendments to the employment agreements of three executives (Paul Dircksen, Randal Hardy, John Swallow) to satisfy IRC Section 409A deferred-compensation rules - an administrative housekeeping item with no operational substance.
Timberline borrowed $10 million via convertible notes from director Ronald Guill/his wife and from his company SMD, secured partly by a pledge of its Timberline Drilling subsidiary and a right of first refusal on the Butte Highlands property, using the proceeds to pay off the $8 million Auramet loan - insider financing again bailing out prior insider financing, deepening Guill's leverage over the company just as the financial crisis hit capital markets.
29 Oct 2008material agreement termination▼ BadMajor
Timberline and director Ronald Guill mutually terminated the $80 million SMD acquisition agreement from February 2008 without penalty, instead moving toward a 50/50 joint venture with SMD to develop the Butte Highlands Gold Project (SMD funding development costs) plus a separate $10 million financing from Guill - the outright buyout scaled back to a partnership as financing conditions apparently did not come together.
Timberline borrowed $8 million from Auramet Trading and used $7.5 million of it to buy back most of the Series A preferred stock held by Douglas Kettle (the former owner of Kettle Drilling) - unwinding part of the 2006 Kettle Drilling deal's preferred-stock consideration.
Timberline agreed to buy Small Mine Development (SMD), a Boise underground mine contractor, from its own board member Ronald Guill for $80 million ($45M cash, $15M stock, $20M deferred) - a large, related-party diversification into mine contracting, contingent on financing and shareholder approval.
Timberline closed a three-tranche private placement raising $7.2 million from 2.6 million stock-and-warrant units at $2.75/unit - by far its largest raise to date, earmarked for drilling equipment, exploration on several projects, debt reduction and evaluating acquisitions in mining services.
Timberline signed a deal with private owners Steve Van Ert and Noel Cousins for the right to earn a 100% interest in the 325-claim Conglomerate Mesa property in Inyo County, California - a large new exploration ground with prior gold and silver-lead-zinc showings, subject to a 4% royalty (partly buyable out).
Timberline closed its purchase of the Butte Highlands Gold Project from Butte Highlands Mining Company for the previously agreed $621,000 (cash and stock), taking ownership of the Montana claims and assuming related liabilities.
Timberline agreed to buy the Butte Highlands Gold Project - eight patented and eight unpatented claims near Butte, Montana - from Butte Highlands Mining Company for $621,000 (mostly cash, some stock), expanding beyond its Idaho/Nevada gold ground.
Timberline said it would restate its June 2006 quarterly report to fix mathematical errors that had understated that quarter's net loss - a bookkeeping correction, not evidence of any deeper problem, found during a routine accountant transition review.
Timberline closed a $2.73 million private placement of stock-and-warrant units at $0.65/unit with 10 accredited investors, including $2.18 million from director Harris Kupperman's Praetorian Offshore - continued reliance on small, insider-heavy private placements to fund operations.
Timberline dismissed its auditor Williams & Webster - a cost-cutting move and a switch to a firm more familiar with new subsidiary Kettle Drilling, not a dispute; the outgoing auditor's last report had included a going-concern qualification given Timberline's lack of revenue and history of losses.
Timberline exercised its option and signed the full Mining Lease and Option to Purchase for Diversified Inholdings' East Camp Douglas property in Nevada, converting the June 2006 exploration license into a firm long-term lease with a purchase option - due diligence on the high-grade gold showings came back positive enough to proceed.