Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Timberline Resources Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
887133205
(CUSIP Number)
Crescat Portfolio Management, LLC
1560 Broadway, Suite 2270,
Denver CO, 80202
303-271-9997
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 28, 2020
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule
13G to report the acquisition that is the subject of this
Schedule
13D, and is filing this schedule because of ss.ss.240.13d-1(e),
240.13d-1(f) or
240.13d-1(g), check the following box [].
Note: Schedules filed in paper format shall include a signed
original and five
copies of the schedule, including all exhibits. See ss.240.13d-
7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the
Act(however, see the Notes).
CUSIP No. 887133205 SCHEDULE 13D
1 Names of Reporting Persons
Crescat Global Macro Master Fund Ltd.
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) WC
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Cayman Islands
7 Sole Voting Power 0 shares of Common Stock
8 Shared Voting Power 21,695,471 shares of Common Stock
(1)
9 Sole Dispositive Power 0 shares of Common Stock
10 Shared Dispositive Power 21,695,471 shares of Common Stock
(1)
11 Aggregate Amount Beneficially Owned by each Reporting
Person
21,695,471 shares of Common Stock (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
19.99%(1)
14 Type of Reporting Person (See Instructions)
CO
(1)Crescat Global Macro Master Fund Ltd. holds 9,680,000 shares
of Common Stock (as defined herein) and Warrants (as defined
herein) to purchase 9,680,000 shares of Common Stock. Crescat
Precious Metals Master Fund Ltd. holds 5,000,000 shares of
Common Stock, and Warrants to purchase 5,000,000 shares of
Common Stock. Crescat Long/Short Fund LP holds 1,320,000 shares
of Common Stock and Warrants to purchase 1,320,000 shares of
Common Stock. The Trust (as defined herein) holds 363,636 shares
of Common Stock and Warrants to purchase 363,636 shares of
Common Stock. The SMAs hold 855,388 shares of Common Stock. The
401k Account (as defined herein) holds 50,000 shares of Common
Stock. As a result of the Beneficial Ownership Blocker (as
defined herein), beneficial ownership of the Reporting Persons
(as defined herein) is capped at 19.99% of the outstanding
Common Stock of the Issuer, representing 21,695,471 shares of
Common Stock calculated as described herein as of the date
hereof. See Item 5 of this Schedule 13D.
The calculation of the beneficial ownership of the Reporting
Persons is based on (i) 74,895,260 shares of Common Stock issued
and outstanding as of August 14, 2020, as reported by the Issuer
in its Quarterly Report on Form 10-Q for the quarter ended June
30, 2020, (ii) 33,636,364 shares of Common Stock issued in the
Offering (as defined herein) and (iii) 4,426,447 shares of
Common Stock to be issued upon the conversion or exercise of
shares Warrants held by the Reporting Persons, which reflects
the Beneficial Ownership Blocker.
1 Names of Reporting Persons
Crescat Long/Short Fund LP
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) WC
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power 0 shares of Common Stock
8 Shared Voting Power 21,695,471 shares of Common Stock
(1)
9 Sole Dispositive Power 0 shares of Common Stock
10 Shared Dispositive Power 21,695,471 shares of Common Stock
(1)
11 Aggregate Amount Beneficially Owned by each Reporting
Person
21,695,471 shares of Common Stock (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
19.99%(1)
14 Type of Reporting Person (See Instructions)
PN
(1)Crescat Global Macro Master Fund Ltd. holds 9,680,000 shares
of Common Stock (as defined herein) and Warrants (as defined
herein) to purchase 9,680,000 shares of Common Stock. Crescat
Precious Metals Master Fund Ltd. holds 5,000,000 shares of
Common Stock, and Warrants to purchase 5,000,000 shares of
Common Stock. Crescat Long/Short Fund LP holds 1,320,000 shares
of Common Stock and Warrants to purchase 1,320,000 shares of
Common Stock. The Trust (as defined herein) holds 363,636 shares
of Common Stock and Warrants to purchase 363,636 shares of
Common Stock. The SMAs hold 855,388 shares of Common Stock. The
401k Account (as defined herein) holds 50,000 shares of Common
Stock. As a result of the Beneficial Ownership Blocker (as
defined herein), beneficial ownership of the Reporting Persons
(as defined herein) is capped at 19.99% of the outstanding
Common Stock of the Issuer, representing 21,695,471 shares of
Common Stock calculated as described herein as of the date
hereof. See Item 5 of this Schedule 13D.
The calculation of the beneficial ownership of the Reporting
Persons is based on (i) 74,895,260 shares of Common Stock issued
and outstanding as of August 14, 2020, as reported by the Issuer
in its Quarterly Report on Form 10-Q for the quarter ended June
30, 2020, (ii) 33,636,364 shares of Common Stock issued in the
Offering (as defined herein) and (iii) 4,426,447 shares of
Common Stock to be issued upon the conversion or exercise of
shares Warrants held by the Reporting Persons, which reflects
the Beneficial Ownership Blocker.
1 Names of Reporting Persons
Crescat Portfolio Management, LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) WC
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Colorado
7 Sole Voting Power 0 shares of Common Stock
8 Shared Voting Power 21,695,471 shares of Common Stock
(1)
9 Sole Dispositive Power 0 shares of Common Stock
10 Shared Dispositive Power 21,695,471 shares of Common Stock
(1)
11 Aggregate Amount Beneficially Owned by each Reporting
Person
21,695,471 shares of Common Stock (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
19.99%(1)
14 Type of Reporting Person (See Instructions)
OO
(1)Crescat Global Macro Master Fund Ltd. holds 9,680,000 shares
of Common Stock (as defined herein) and Warrants (as defined
herein) to purchase 9,680,000 shares of Common Stock. Crescat
Precious Metals Master Fund Ltd. holds 5,000,000 shares of
Common Stock, and Warrants to purchase 5,000,000 shares of
Common Stock. Crescat Long/Short Fund LP holds 1,320,000 shares
of Common Stock and Warrants to purchase 1,320,000 shares of
Common Stock. The Trust (as defined herein) holds 363,636 shares
of Common Stock and Warrants to purchase 363,636 shares of
Common Stock. The SMAs hold 855,388 shares of Common Stock. The
401k Account (as defined herein) holds 50,000 shares of Common
Stock. As a result of the Beneficial Ownership Blocker (as
defined herein), beneficial ownership of the Reporting Persons
(as defined herein) is capped at 19.99% of the outstanding
Common Stock of the Issuer, representing 21,695,471 shares of
Common Stock calculated as described herein as of the date
hereof. See Item 5 of this Schedule 13D.
The calculation of the beneficial ownership of the Reporting
Persons is based on (i) 74,895,260 shares of Common Stock issued
and outstanding as of August 14, 2020, as reported by the Issuer
in its Quarterly Report on Form 10-Q for the quarter ended June
30, 2020, (ii) 33,636,364 shares of Common Stock issued in the
Offering (as defined herein) and (iii) 4,426,447 shares of
Common Stock to be issued upon the conversion or exercise of
shares Warrants held by the Reporting Persons, which reflects
the Beneficial Ownership Blocker.
1 Names of Reporting Persons
Kevin and Linda Smith Living Trust dtd 7/21/1998
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) PF
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Colorado
7 Sole Voting Power 363,636 shares of Common Stock(2)
8 Shared Voting Power 21,695,471 shares of Common Stock
(1)
9 Sole Dispositive Power 363,636 shares of Common Stock(2)
10 Shared Dispositive Power 21,695,471 shares of Common Stock
(1)
11 Aggregate Amount Beneficially Owned by each Reporting
Person
21,695,471 shares of Common Stock (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
19.99%(1)
14 Type of Reporting Person (See Instructions)
OO
(1)Crescat Global Macro Master Fund Ltd. holds 9,680,000 shares
of Common Stock (as defined herein) and Warrants (as defined
herein) to purchase 9,680,000 shares of Common Stock. Crescat
Precious Metals Master Fund Ltd. holds 5,000,000 shares of
Common Stock, and Warrants to purchase 5,000,000 shares of
Common Stock. Crescat Long/Short Fund LP holds 1,320,000 shares
of Common Stock and Warrants to purchase 1,320,000 shares of
Common Stock. The Trust (as defined herein) holds 363,636 shares
of Common Stock and Warrants to purchase 363,636 shares of
Common Stock. The SMAs hold 855,388 shares of Common Stock. The
401k Account (as defined herein) holds 50,000 shares of Common
Stock. As a result of the Beneficial Ownership Blocker (as
defined herein), beneficial ownership of the Reporting Persons
(as defined herein) is capped at 19.99% of the outstanding
Common Stock of the Issuer, representing 21,695,471 shares of
Common Stock calculated as described herein as of the date
hereof. See Item 5 of this Schedule 13D.
The calculation of the beneficial ownership of the Reporting
Persons is based on (i) 74,895,260 shares of Common Stock issued
and outstanding as of August 14, 2020, as reported by the Issuer
in its Quarterly Report on Form 10-Q for the quarter ended June
30, 2020, (ii) 33,636,364 shares of Common Stock issued in the
Offering (as defined herein) and (iii) 4,426,447 shares of
Common Stock to be issued upon the conversion or exercise of
shares Warrants held by the Reporting Persons, which reflects
the Beneficial Ownership Blocker.
(2)Kevin C. Smith and Linda C. Smith are the trustees of the Trust
and in such capacities holds voting and dispositive power
over the Common Stock held by the Trust.
1 Names of Reporting Persons
Kevin C. Smith
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Source of Funds (See Instructions) PF
5 Check if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization United States
7 Sole Voting Power 50,000 shares of Common Stock(2)
8 Shared Voting Power 21,695,471 shares of Common Stock
(1)
9 Sole Dispositive Power 50,000 shares of Common Stock(2)
10 Shared Dispositive Power 21,695,471 shares of Common Stock
(1)
11 Aggregate Amount Beneficially Owned by each Reporting
Person
21,695,471 shares of Common Stock (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (see instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
19.99%(1)
14 Type of Reporting Person (See Instructions)
IN
(1)Crescat Global Macro Master Fund Ltd. holds 9,680,000 shares
of Common Stock (as defined herein) and Warrants (as defined
herein) to purchase 9,680,000 shares of Common Stock. Crescat
Precious Metals Master Fund Ltd. holds 5,000,000 shares of
Common Stock, and Warrants to purchase 5,000,000 shares of
Common Stock. Crescat Long/Short Fund LP holds 1,320,000 shares
of Common Stock and Warrants to purchase 1,320,000 shares of
Common Stock. The Trust (as defined herein) holds 363,636 shares
of Common Stock and Warrants to purchase 363,636 shares of
Common Stock. The SMAs hold 855,388 shares of Common Stock. The
401k Account (as defined herein) holds 50,000 shares of Common
Stock. As a result of the Beneficial Ownership Blocker (as
defined herein), beneficial ownership of the Reporting Persons
(as defined herein) is capped at 19.99% of the outstanding
Common Stock of the Issuer, representing 21,695,471 shares of
Common Stock calculated as described herein as of the date
hereof. See Item 5 of this Schedule 13D.
The calculation of the beneficial ownership of the Reporting
Persons is based on (i) 74,895,260 shares of Common Stock issued
and outstanding as of August 14, 2020, as reported by the Issuer
in its Quarterly Report on Form 10-Q for the quarter ended June
30, 2020, (ii) 33,636,364 shares of Common Stock issued in the
Offering (as defined herein) and (iii) 4,426,447 shares of
Common Stock to be issued upon the conversion or exercise of
shares Warrants held by the Reporting Persons, which reflects
the Beneficial Ownership Blocker.
(2) As of even date, Kevin C. Smith holds 50,000 shares
of Common Stock in a self-directed 401k account and is deemed
to hold voting and dispositive power over the securities.
CUSIP No. 887133205 SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, $0.001 par
value per share (the Common Stock), of Timberline Resources
Corporation, a Delaware corporation (the Issuer). The
principal executive office of the Issuer is 101 East Lakeside
Avenue, Coeur dAlene, Idaho 83814.
Item 2. Identity and Background
(a) This Schedule 13D is being filed jointly by Crescat
Long/Short Fund, LP, a Delaware limited partnership, Crescat
Precious Metals Master Fund Ltd., a Cayman Islands exempted
limited liability company, Crescat Global Macro Master Fund Ltd.,
a Cayman Islands exempted limited liability company (the
foregoing, the Crescat Funds), separately managed accounts
advised by Crescat Portfolio Management, LLC (SMAs), Kevin and
Linda Smith Living Trust dated 7/21/1998 (the Trust) and a
personal 401k account controlled by Kevin C. Smith which holds
the Issuers Common Stock (the 401k Account)(the Crescat
Funds, together with the Trust, SMAs and the 401k Account, the
Reporting Persons)
Crescat Partners, LLC, a Colorado limited liability company
(Crescat Partners), is the general partner of Crescat
Long/Short Fund, LP.
Crescat Portfolio Management, LLC, a Colorado limited liability
company (CPM), whose managers are Kevin C. Smith and Linda C.
Smith, is the adviser to the Crescat Funds and the SMAs. CPM
governs the investment strategy and decision-making process with
respect to investments held by the Crescat Funds and the SMAs.
As a result, for each of the Crescat Funds and the SMAs, Kevin C.
Smith and Linda C. Smith may be deemed to share voting and
dispositive power with respect to the securities held by the
Reporting Persons.
The Reporting Persons have entered into a Joint Filing Agreement,
dated September 4, 2020, pursuant to which the Reporting Persons
have agreed to file this Schedule 13D jointly in accordance with
the provisions of Rule 13d-1(k)(1) promulgated under the Act.
(b) The principal business address of each of the Reporting
Persons, Cresc
at Funds, SMAs, Crescat Partner, CPM, Trust, 401k
Account and Mr. Kevin C. Smith and Mr. Linda C. Smith is 1560
Broadway, Suite 2270, Denver CO, 80202.
(c) Each of the Reporting Persons, Crescat
Funds, SMAs, Crescat Partner, CPM, Trust, 401k Account are
principally engaged in the business of investment in securities.
Kevin C. Smith and Linda C. Smith are managers of CPM.
(d) During the last five years, none of the Reporting Persons,
Crescat Funds, SMAs, Crescat Partner, CPM, the trustees of the
Trust, Mr. Kevin C. Smith and Mr. Linda C. Smith have been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons,
Crescat Funds, SMAs, Crescat Partner, CPM, the Trust, 401k
Account, Mr. Kevin C. Smith and Mr. Linda C. Smith have been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Crescat Precious Metals Master Fund Ltd and Crescat Global
Macro Master Fund Ltd. are organized under the laws of the
Cayman Islands. Crescat Long/Short Fund, LP, Crescat Partner and
CPM are organized under the laws of the State of Delaware. The
Trust is organized under the laws of the State
of Colorado. Kevin C. Smith and Linda C. Smith are
citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On August 28, 2020, the Issuer closed the sale of a non-brokered
private offering (the Offering) of 33,636,364 of Units priced
at $0.11 per unit. Each Unit is comprised of one share of Common
Stock and one warrants to purchase one share of Common Stock at
a price of $0.20 per share of Common Stock (the Warrants).
Pursuant to the Offering, (i) Crescat Global Macro Master Fund
Ltd. purchased 9,680,000 shares of Common Stock and Warrants to
purchase 9,680,000 shares of Common Stock for a total purchase
price of $1,064,800, (ii) Crescat Precious Metals Master Fund
Ltd. purchased 5,000,000 shares of Common Stock and Warrants to
purchase 5,000,000 shares of Common Stock for a total purchase
price of $550,000, (iii) Crescat Long/Short Fund LP purchased
1,320,000 shares of Common Stock and Warrants to purchase
1,320,000 shares of Common Stock for a total purchase price of
$145,200, (iv) the Trust purchased 363,636 shares of Common
Stock and Warrants to purchase 363,636 shares of Common Stock
for a total purchase price of $40,000.
Separate from the Offering, both (i) the SMAs holds 855,388
shares of Common Stock and (ii) the 401k Account holds 50,000
shares of Common Stock acquired from trading in the securities
of the Issuer in the public exchanges.
The Crescat Funds and the SMAs used its own working capital to
acquire the securities. The Trust and the 401k Account used
personal funds to acquire the securities.
Item 4. Purpose of Transaction
Warrants
References to and the description of the Warrants set forth in
this Item 4 do not purport to be complete and are qualified in
their entirety by reference to the form of Warrant.
Exercisability. The Warrants are exercisable at any time and
will expire on August 15, 2023.
Exercise Blocker. Pursuant to a signed undertaking dated August
25, 2020, Kevin C. Smith, acting on behalf of the Crescat Funds,
SMAs and the Trust, is prohibited from exercising the Warrants
into shares of Common Stock if, as a result of such exercise,
the holder, together with its affiliates, would beneficially own
more than 19.99% of the total number of shares of Common Stock
then issued and outstanding immediately after giving effect to
the exercise (the Beneficial Ownership Blocker); provided,
however, that the Reported Persons, upon the Issuer seeking and
obtaining disinterested shareholder approval, elect to exercise
the Warrants to beneficially own more than 19.99% of the total
number of shares of Common Stock.
Exercise Price. The initial exercise price per share of Common
Stock purchasable upon exercise of the Warrants is $0.20. The
exercise price is subject to appropriate adjustment in the event
of certain stock dividends and distributions, stock splits,
stock combinations, reclassifications or similar events
affecting the Common Stock.
Rights as a Stockholder. Except as otherwise provided in the
Warrants or by virtue of the holders ownership of shares of
Common Stock, the holder of a Warrant does not have the rights
or privileges of a holder of Common Stock, including any voting
rights, until the holder exercises the Warrants.
Board Representation
Dr. Quntion Heinnigh is an advisor to CPM and serves
as a member of the Issuers board of directors (the Board).
In their capacity as significant stockholders of the Issuer, the
Reporting Persons intend to take an active role in working with
the Issuers management and the Board on operational, financial
and strategic initiatives. The Reporting Persons review and
intend to continue to review, on an ongoing and continuing basis,
their investment in the Issuer. Depending upon the factors
discussed below and subject to applicable law, the Reporting
Persons may from time to time acquire additional securities of
the Issuer, exercise their Warrants for shares of Common Stock
or sell or otherwise dispose of some or all of their securities
of the Issuer. Such conversions, exercises and sales may or may
not impact the percentage of Common Stock beneficially owned in
light of the Beneficial Ownership Blocker. Any transactions that
the Reporting Persons may pursue may be made at any time and
from time to time without prior notice and will depend upon a
variety of factors, including, without limitation, current and
anticipated future trading prices of the securities of the
Issuer, the financial condition, results of operations and
prospects of the Issuer, general economic, financial market and
industry conditions, other investment and business opportunities
available to the Reporting Persons, tax considerations and other
factors.
Other than as described above, the Reporting Persons currently
have no plans or proposals that relate to or would result in any
of the transactions involving the Issuer described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D
(although the Reporting or proposing any such transactions and,
in that connection, may discuss, evaluate and/or pursue any such
transactions with their advisors, the Issuer or other persons).
Item 5. Interest in Securities of the Issuer
The information set forth in or incorporated by reference in
Items 2, 3 and 4 and on the cover pages of this Schedule 13D is
incorporated by reference in its entirety into this Item 5.
(a) to (c) As further described in Item 3 of this Schedule 13D,
(i) Crescat Global Macro Master Fund Ltd. purchased 9,680,000
shares of Common Stock and Warrants to purchase 9,680,000 shares
of Common Stock, (ii) Crescat Precious Metals Master Fund Ltd.
purchased 5,000,000 shares of Common Stock and Warrants to
purchase 5,000,000 shares of Common Stock, (iii) Crescat
Long/Short Fund LP purchased 1,320,000 shares of Common Stock
and Warrants to purchase 1,320,000 shares of Common Stock, (iv)
the Trust purchased 363,636 shares of Common Stock and Warrants
to purchase 363,636 shares of Common Stock in the Offering.
Separate from the Offering, both (i) the SMAs holds 855,388
shares of Common Stock and (ii) the 401k Account holds 50,000
shares of Common Stock acquired from trading in the securities of
the Issuer in the public exchanges.
As a result of the Beneficial Ownership Blocker (as defined
herein), beneficial ownership of the Reporting Persons (as
defined herein) is capped at 19.99% of the outstanding Common
Stock of the Issuer, representing 21,695,471 shares of Common
Stock calculated as described herein as of the date hereof.
Accordingly, pursuant to Rule 13d-3 of the Act and the
relationships described in Item 2 of this Schedule 13D, the
Reporting Persons may be deemed to collectively beneficially own
19.99% of the outstanding Common Stock of the Issuer,
representing 4,426,447 shares of Common Stock as of the date
hereof.
The calculation of the beneficial ownership of the Reporting
Persons is based on (i) 74,895,260 shares of Common Stock issued
and outstanding as of August 14, 2020, as reported by the Issuer
in its Quarterly Report on Form 10-Q for the quarter ended June
30, 2020, (i) 33,636,364 shares of Common Stock issued in the
Offering (as defined herein) and (ii) 4,426,447 shares of Common
Stock to be issued upon the conversion or exercise of shares
Warrants held by the Reporting Persons, which reflects the
Beneficial Ownership Blocker.
(d) Except as otherwise described in this Item 5, no one other
than the Reporting Persons has the right to receive, or the
power to direct the receipt of, dividends from, or the proceeds
from the sale of, any of the Common Stock beneficially owned by
the Reporting Persons as described in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The information set forth in or incorporated by reference in
Items 3 and 4 of this Schedule 13D is incorporated by reference
in its entirety into this Item 6.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: September 4, 2020
CRESCAT GLOBAL MACRO MASTER FUND LTD.
By: /s/ Kevin C. Smith
Title: Director
CRESCAT PRECIOUS METAL MASTER FUND LTD.
By: /s/ Kevin C. Smith
Title: Director
CRESCAT LONG/SHORT FUND LP
By: Crescat Partners, LLC, its General Partner
By: /s/ Kevin C. Smith
Title: Manager of General Partner
CRESCAT PORTFOLIO MANAGEMENT, LLC
By: /s/ Kevin C. Smith
Title: Manager
KEVIN AND LINDA SMITH LIVING TRUST DTD 7/21/1998
By: /s/ Kevin C. Smith
Title: Trustee
KEVIN C. SMITH
/s/ Kevin C. Smith
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of a Statement on
Schedule 13D (including additional amendments thereto) with
respect to the shares of Common Stock and Warrants of Timberline
Resources Corporation, a Delaware corporation. This Joint
Filing Agreement shall be filed as an Exhibit to such Statement.
Date: September 4th, 2020
CRESCAT GLOBAL MACRO MASTER FUND LTD.
By: /s/ Kevin C. Smith
Title: Director
CRESCAT PRECIOUS METAL MASTER FUND LTD.
By: /s/ Kevin C. Smith
Title: Director
CRESCAT LONG/SHORT FUND LP
By: Crescat Partners, LLC, its General Partner
By: /s/ Kevin C. Smith
Title: Manager of General Partner
CRESCAT PORTFOLIO MANAGEMENT, LLC
By: /s/ Kevin C. Smith
Title: Manager
KEVIN AND LINDA SMITH LIVING TRUST DTD 7/21/1998
By: /s/ Kevin C. Smith
Title: Trustee
KEVIN C. SMITH
/s/ Kevin C. Smith