Each one in plain English, with the numbers worked through for a shareholder.
25 Nov 2009capital raising announcement● Neutral
Timberline closed another private placement, raising just over $3 million from 3 million stock-and-warrant units at $1.00/unit, for exploration and working capital - continued small dilutive financing after the SMD deal collapse and Alternext listing warning.
Timberline recovered short-swing trading profits from John Swallow, its founding chairman, under Section 16(b) of the Exchange Act after reviewing his stock transactions while a director and executive - a real insider-trading compliance violation, resolved by Swallow repaying the full recoverable amount.
Timberline slashed the exercise price of about 1.3 million expiring warrants from $3.50 to $0.50 and extended their expiration to induce holders to exercise - a sign the stock had fallen far enough that the original warrants were worthless, and the company needed the cash from exercises.
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.
Timberline signed an exploration license and option to lease Diversified Inholdings' East Camp Douglas property in Nevada's Walker Lane mineral belt - 87 claims over 1,700+ acres with historical high-grade gold intercepts - giving Timberline a 45-day due-diligence window before committing to a full mining lease.
Timberline signed a letter of intent to lease, with an option to buy, 22 unpatented mining claims in Mineral County, Nevada from private owners, with lease payments escalating from $20,000 to $50,000 a year and a $500,000 purchase option plus a small net-smelter royalty - another small Nevada exploration property added to the portfolio.
Timberline closed the final tranche of a private placement of stock-and-warrant units at $0.55/unit, raising an additional $1.4 million from 17 accredited investors - routine dilutive financing typical of an early-stage explorer with no production revenue.
Timberline signed a memorandum of understanding letting Christopher James Gold Corporation earn up to a 75% interest in Timberline's Olympic-Sun and Cedar Mountain gold projects in Nevada by spending up to $2.5 million on exploration and completing a feasibility study - a farm-out bringing in outside money to advance two Nevada gold prospects.
Timberline agreed to buy Kettle Drilling, a private Idaho drilling contractor, for $2.8 million cash (to be raised via a private placement) plus 5 million shares of new convertible preferred stock - a diversification beyond pure exploration into owning drilling services.
Hecla Mining, Timberline's earn-in partner on the Snowstorm project in Shoshone County, Idaho, chose to take a 4% royalty instead of continuing as a joint-venture participant, and handed over its roughly 750-acre claim interest to Timberline - Timberline now owns Snowstorm outright, subject to Hecla's royalty.
Timberline borrowed $100,000 from its own Chairman, John Swallow, at 10% interest - insider financing for a small exploration company with little other access to capital, repayable in cash or stock at Timberline's option.