Timberline Resources Corp: M&A transaction — Timberline Resources acquired by McEwen Mining; TLRS shareholders receive 0.01 MUX per share

Timberline Resources Corp

Merger closed Aug 19, 2024; Timberline becomes wholly owned subsidiary of McEwen Mining.
Each TLRS share converted into 0.01 of a McEwen (MUX) share; fractional shares rounded up.
Stockholders approved merger with 99.98% of votes cast, representing ~62.5% of outstanding shares.
TLRS common stock to be delisted from TSXV and OTCQB following closing.
All directors/officers of Timberline replaced; Stefan Spears appointed as director and Treasurer.

item 2.01 item 3.01 item 5.01 item 3.03 item 5.03 item 5.02 item 5.07 item 7.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Stefan Spears

Director and Treasurer

Timberline Resources Corp

Effective: 2024-08-19
Filed: August 19, 2024, 7:59 PM ET

Stefan Spears, the sole director and officer of Merger Sub, became the director and Treasurer of the Company.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Stefan Spears was appointed as Director and Treasurer at Timberline Resources Corp.

Action: appointed
Role: Director and Treasurer

Exact text from the filing

Stefan Spears, the sole director and officer of Merger Sub, became the director and Treasurer of the Company.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

Timberline Resources Corp underwent a change of control involving McEwen Mining Inc. for 0.01 of a share of McEwen's common stock per Timberline share (closed 2024-08-19).

Action: change of control
Counterparty: McEwen Mining Inc.
Consideration: 0.01 of a share of McEwen's common stock per Timberline share
Closing: 2024-08-19

Exact text from the filing

Time and in accordance with the Merger Agreement, each outstanding share of common stock of the Company (each, a “ Company Share ”) was converted into the right to receive 0.01 (the “ Exchange Ratio ”) of a share of common stock of McEwen, no par value per share (each, a “ McEwen Share ”). Any stockholder of the Company who would otherwise be entitled to

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Source: SEC EDGAR

accession 0001654954-24-010912

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