Wolfpack Gold Corp. and Timberline Resources Corporation to Merge

 

RENO, NV - Wolfpack Gold Corp. has agreed in principle to merge with Timberline Resources Corporation creating a Nevada focused gold exploration company with a substantial portfolio of quality assets in a world class jurisdiction. Wolfpack and Timberline have agreed to an exclusivity period expiring April 22, 2014, during which time the parties will conduct their respective due diligence.  Upon completion of satisfactory due diligence, the parties will conclude a definitive agreement.  The merger is expected to be completed by a plan of arrangement or other suitable mechanism. With the focus on Nevada, it is currently anticipated that prior to merging, Timberline will transfer ownership of its partially permitted Butte Highlands Gold Project in Montana to its existing shareholders through a spin-out or similar transaction. Similarly, Wolfpack will transfer its ownership of its uranium assets to its shareholders prior to the merger. The exact mechanism and timing of these transfers has yet to be finalized.

"Combining gold and uranium assets within Wolfpack successfully protected our projects, with reduced overhead and operating costs, during a very difficult market. With the planned pre-merger spinoff, Wolfpack's existing shareholders will continue to benefit fully from any future developments with our uranium properties," said William M. Sheriff, Chairman of Wolfpack Gold Corp. "At the same time, this merger will see us focus on expanding the resource at South Eureka-Lookout Mountain as our lead project. We believe that a partnership with Timberline will enhance shareholder value and provide us with greater access to the United States markets."

The transaction is expected to be structured such that Timberline will acquire all of the outstanding shares of Wolfpack and on completion, former Wolfpack shareholders will hold, as a group, approximately 50% of the outstanding Timberline shares.  At closing, Timberline will consolidate its shares on a ratio to be determined by the parties and reconstitute its board of directors to be comprised of an equal number of directors from each company.  The agreement requires a break fee in the amount of US$500,000 be paid by a party electing to terminate the agreement to accept a third party superior proposal.

Under the terms of the letter of intent, Wolfpack has agreed to provide Timberline with a bridge loan of up to US$1,000,000 to fund the working capital needs of Timberline during the interim period prior to the completion of the proposed transaction. Timberline may draw down an initial US$500,000 and may thereafter request additional tranches of US$250,000.  The loan will mature on the earlier of completion of the business combination and one year from the initial draw down under the loan.  The amount drawn will bear interest at 5% during the first six months of the loan and thereafter at 10% until repaid (in each case compounded annually).  In the event the proposed transaction for any reason does not complete, Wolfpack will have the exclusive right, on the maturity date, to be paid the principal amount of the loan and interest in cash or elect to receive all or a portion thereof in common shares of Timberline.  Repayment will also be secured by Timberline's interest in the Seven Troughs property located in Pershing County, Nevada.