Item 7.01. Regulation FD Disclosure.
On May 21, 2015, Timberline Resources Corporation (the Registrant) filed the attached Preliminary Economic assessment for its Talapoosa Project, entitled Preliminary Economic Assessment on the Talapoosa Project, Nevada, dated effective April 27, 2015 (the Report), with securities regulatory authorities in Canada. The Report is hereby furnished to, not filed with, the Securities and Exchange Commission (the Commission) on Form 8-K to satisfy the Registrants public disclosure obligations under Regulation FD of the Securities Exchange Act of 1934, as amended.
The Report was prepared in accordance with the Canadian Securities Administrators National Instrument 43-101 (NI 43-101) by Todd McCracken, P. Geo. and Joanne Robinson, P. Eng. of WSP Canada Inc.; Jack McPartland, Metallurgical Engineer of McClelland Laboratories, Inc.; Richard Jolk, P.E. of MPDI, Inc.; Michael Henderson, P.E. of DOWL LLC; and Richard DeLong, P.G. of Enviroscientists, Inc.
All mineral resources have been estimated in accordance with the definition standards on mineral resources and mineral reserves of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. U.S. reporting requirements for disclosure of mineral properties are governed by the Securities and Exchange Commissions Industry Guide 7 (Guide 7). NI 43-101 and Guide 7 standards are substantially different. The terms mineral reserve, proven mineral reserve and probable mineral reserve are Canadian mining terms as defined in accordance with NI 43-101. These definitions differ from the definitions in Guide 7. Under Guide 7 standards, a final or bankable feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
The Report uses the terms mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource. We advise investors that these terms are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Inferred mineral resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities legislation, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of contained ounces in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute reserves by Guide 7 standards as in place tonnage and grade without reference to unit measures.
The Report is not a definitive feasibility study and our projects currently do not contain any known proven or probable ore reserves under SEC Industry Guide 7 reporting standards.
The results of the Report disclosed in this press release are preliminary in nature and include inferred resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and there is no certainty that the results of the Report will be realized
Investors are cautioned not to assume that any material deposits in these categories will never be upgraded to Guide 7 compliant reserves.
Statements contained in the Report 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 potential economics of the Talapoosa project as contained in the Report, including but not limited to statements regarding After-Tax NPV, IRR, Initial Capital Costs, After-Tax Net Cash Flow, gold production, sustaining costs, and all-in costs, the low-risk, pro-mining jurisdiction of Nevada, future optimization and resource expansion, timing and contents of a completed pre- feasibility study, future permitting requirements and the ability to update past permits, mineral resource estimates and other similar statements regarding the future potential of the Talapoosa project. 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, those risks set forth in the Report under the heading Risks, risks related to exploration projects, risks related to mining activities, risks related to potential future transactions, risks related to the Company continuing as a going concern, risks related to the ability to finance any payment due at the exercise of the Talapoosa option, risks related to project development decisions, risks related to mineral resource estimates and other such factors, including risk factors discussed in the Company's Annual Report on Form 10-K for the year ended September 30, 2014. Except as required by Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements.
Item 9.01. Exhibits.
The following Exhibits relating to Item 7.01 are intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.