Timberline Resources acquired by McEwen Mining at ~$0.102/share, 132% premium

Timberline Resources Corp

Exchange ratio of 0.01 McEwen share per Timberline share; ~$0.102/share based on 20-day VWAP.
Undiluted equity transaction value of ~US$19.4M; closing subject to stockholder approval and regulatory conditions.
McEwen provides bridge financing via promissory note at 15% annual interest, maturing October 15, 2024.
CEO Patrick Highsmith and VP Steven Osterberg receive transaction bonuses (750,000 and 250,000 shares valued at VWAP) upon closing.
Directors and officers entered into voting agreement supporting the merger; termination fee of $400,000 if Timberline accepts a superior proposal.

item 1.01 item 2.03 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

Timberline Resources Corp entered into Agreement and Plan of Merger with McEwen Mining Inc. valued at Each outstanding share of Timberline common stock will be converted into 0.01 of a share of McEwen c (effective 2024-04-16).

Action: entry
Agreement: merger
Counterparty: McEwen Mining Inc.
Value: Each outstanding share of Timberline common stock will be converted into 0.01 of a share of McEwen c
Effective: 2024-04-16

Exact text from the filing

On April 16, 2024, Timberline Resources Corporation (the “ Company ” or “ Timberline Resources ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with McEwen Mining Inc., a Colorado corporation (“ McEwen ”), and Lookout Merger Sub, Inc., a Delaware corporation and direct subsidiary of McEwen (“ Merger Sub ”).

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419 material agreements filed in the last 30 days. Browse all material agreements →

Source: SEC EDGAR

accession 0001654954-24-004660

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