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CORRESP
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tlrs_corresp.htm

 June 22, 2023

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

   Re:

   Timberline Resources Corp

   Form 10-K for the Fiscal Year ended September 30, 2022

 Filed December 29, 2022

   File No. 001-34055

 Dear Sirs:

 This letter represents Management’s Response to the Comment Letter dated March 1, 2023 as referenced above. In our response, we have repeated verbatim the sections of the Letter and have then appended our response to each comment.

 Comment: “Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.”

 Response by Timberline: We have communicated with the SEC periodically during the period intervening between March 1 and today concerning our actions to respond to the Comment Letter.  The required revisions to our Form 10-K for the period ended September 30, 2022 will be filed by amendment to that document by EDGAR, and while it was earlier anticipated to be completed within 60 days of our last correspondence by EDGAR (nominally by the end of May), additional time was required to update our Technical Report and Summary of the Technical Report. We appreciate your patience as we carefully produced a new Technical Report and integrated its data into our upcoming Form 10-KA.

 The 10-K/A and exhibits attached to this correspondence are in their near-final draft form and will be finalized after receiving any further comments from your office. This final versions will be attached as exhibits to the Form 10-K/A, as noted in the exhibits table near the close of that document.

 Comment: “Form 10-K for the Fiscal Year ended September 30, 2022 Description Of Properties, page 18

    1.

   We note that you have identified multiple mining properties in this section without differentiating between material and non-material properties, based on the guidance in Item 1301 of Regulation S-K, and without providing or distinguishing between the summary and individual property disclosures.

 Please modify your disclosures as necessary to identify each of the properties as being either material or not material based on the guidance referenced above, and to include all of the information prescribed for summary disclosures in Item 1303(b) of Regulation S-K, including a map or maps showing the locations of all properties, an overview, and a summary tabulation of resources and reserves. Such disclosures should include information that is material to an investor's understanding of your properties and mining operations in the aggregate, and include, where appropriate, reference to, rather than duplication of, the disclosures pertaining to material properties in the section that follows.

 The summary disclosures should be clearly identified and positioned in advance of the individual property disclosures required by Item 1304(b) of Regulation S-K.”

 Response by Timberline: Timberline is amending its Description of Properties in the upcoming Form 10-KA and future reports to clearly delineate between material and non-material for each property, segregate summary descriptions from individual property disclosures and add to or revise the existing information prescribed for disclosures in Item 1303(b) and elsewhere throughout Items 1300 through 1304 included for our material property(ies).

 Comment: “Lookout Mountain Gold Resources, page 25

    2.

   We understand from your disclosures of mineral resources in this section that you would regard Lookout Mountain as a material property for which individual property disclosures are required pursuant to Item 1304(b) of Regulation S-K. With regard to this property, please address the following points.

   ·

   Please amend your filing to (i) include the technical report summary that is required to support your disclosure of resources by Item 1302(b) of Regulation S-K, as an exhibit, or (ii) remove disclosures of resources in the event you are unable to provide a technical report summary from a qualified person, as defined in Item 1300 of Regulation S-K. If you are able to obtain and file a technical report summary, please ensure that the qualified person is aware of, and adheres to, the content requirements set forth in Item 601(b)(96) of Regulation S-K.

   ·

   Disclose your resource pricing and metallurgical recovery to comply with Item 1304(d)(1) of Regulation S-K.

   ·

   Provide a reconciliation between your current and prior year resource estimates to comply with Item 1304(e) of Regulation S-K.

   ·

   Disclose the book value of your material properties to comply with Item 1304(b)(2)(iii) of Regulation S-K.

   With regard to the final point, please submit the revisions that you propose to include comparable details for each material property.”

  2

 Response by Timberline: This is indeed a material property and has been clearly designated as such in the Form 10-KA. We engaged the author of Timberline’s 43-101 Updated Technical Report that was authored in 2013 to provide an updated Technical Report and Summary that complies with the information required by Item 1304. We were able to obtain an updated technical report and summary, from which we updated our disclosures in the referenced section to refine and enhance our disclosures of this material property.

 Comment: “Seven Troughs Project, page 51

    3.

   Based on your disclosures, it appears that you may consider the Seven Troughs Project as a material property, following the guidance in Item 1301 of Regulation S-K.

   If this is correct, expand your disclosure to provide a clear description of the location of the property, including a map having an accuracy to within one-mile, using an easily recognizable coordinate system, to comply with Item 1304(b)(1)(i) of Regulation S-K.

 Please address this requirement for each material property.”

 Response by Timberline: We do not consider this property to be material, and have so stated in our soon to be filed Form 10-KA. If Management changes and subsequently determines that it is a material property, we will include a map to comply with Item 1304(b)(1)(i) as described in the comment. We have also noted the non-material nature of other disclosed properties to remove any question as to Management’s current evaluation of those properties and whether Item 1304 applies to each of those properties.

 Comment: “Controls and Procedures, page 80

    4.

   We note your disclosure indicating that based on an evaluation of the effectiveness of the design and operations of your disclosure controls and procedures, you concluded that such controls and procedures were effective as of September 30, 2022. You disclose a similar conclusion in your subsequent interim report, as of December 31, 2022.

   Given the observations made in the other comments in this letter, it appears that you should revisit and update this disclosure in connection with the amendment that will be required to clarify that disclosure controls and procedures were not actually effective when originally filing the annual report for the most recent fiscal year.

 Please also disclose the measures that you will undertake to ensure that future reports include all of the required information.”

 Response by Timberline: Our upcoming Form 10-KA includes appropriate modifications and disclosures including measures taken to ensure that future reports include all the required information.

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 We will continue to correlate our actions with John Cannarella, Staff Accountant, and/or Ken Schuler, Mining Engineer, as we work through the detail of producing a compliant Technical Report, Summary of the Technical Report, author consents and appropriate disclosures of information in the Form 10-KA.

 Sincerely,

 Ted R. Sharp, CPA

 Chief Financial Officer

   4

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

 FORM 10- K/A

  Amendment No.1

    ☒

   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended September 30, 2022

 OR

    ☐

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from __________ to __________

 Commission file number: 001-34055

    TIMBERLINE RESOURCES CORPORATION

   (Exact Name of Registrant as Specified in its Charter)

    Delaware

   82-0291227

   (State of other jurisdiction of incorporation or organization)

   (I.R.S. Employer Identification No.)

   101 East Lakeside Avenue

   Coeur d’Alene, Idaho

   83814

   (Address of Principal Executive Offices)

   (Zip Code)

 (208) 664-4859

 (Registrant’s Telephone Number, including Area Code)

 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

    Title of Each Class

   Trading Symbol(s)

   Name of Each Exchange on Which Registered

    Common Stock, $0.001 par value

   TLRS

 TBR

   OTCQB

 TSX-V

 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  None

 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

 Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐   No ☒

 Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

 Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒   No ☐

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act.

    Large accelerated filer

   ☐

   Accelerated filer

   ☐

   Non-accelerated filer

   ☒

   Smaller reporting company

   ☒

   Emerging Growth Company

   ☐

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Indicate by check mark whether the Registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ☐  No ☒

 As of March 31, 2022, the aggregate market value of the voting and non-voting shares of common stock of the registrant issued and outstanding on such date, excluding shares held by affiliates of the registrant as a group, was $29,586,249. This figure is based on the closing sale price of $0.27 per share of the Registrant’s common stock on March 31, 2022 on the OTCQB.

 Number of shares of Common Stock outstanding as of December 29, 2022: 159,676,152

 Documents incorporated by reference: To the extent herein specifically referenced in Part III, portions of the Registrant's definitive Proxy Statement for the 2021 Annual General Meeting of Shareholders filed with the Securities and Exchange Commission pursuant to Regulation 14A on March 4, 2021.

  Explanatory Note

  The purpose of this Amendment No. 1 to Timberline Resources Corporation’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, filed with the Securities and Exchange Commission on December 29, 2022 (the “Form 10-K”), is to incorporate additional information concerning Timberline’s properties, including revisions made in the report entitled “S-K 1300 Technical Report Summary: Lookout Mountain Project, Eureka Property, Eureka, Nevada” which has a revised and amended date of June 21, 2023 and an effective date of December 31, 2022. The enhanced disclosures of this Form 10-K/A are made to comply with guidance provided by Regulation S-K Subpart 1300.

  2

 TABLE OF CONTENTS

    PART I

   7

   ITEM 1.

   DESCRIPTION OF BUSINESS

   7

   ITEM 1A.

   RISK FACTORS

   11

   ITEM 1B.

   UNRESOLVED STAFF COMMENTS

   19

   ITEM 2.

   DESCRIPTION OF PROPERTIES

   20

   ITEM 3.

   LEGAL PROCEEDINGS

   55

   ITEM 4.

   MINE SAFETY DISCLOSURES

   55

   PART II

   56

   ITEM 5.

   MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

   56

   ITEM 6.

   SELECTED FINANCIAL DATA

   57

   ITEM 7.

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

   57

   ITEM 7A.

   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   63

   ITEM 8.

   FINANCIAL STATEMENTS

   64

   ITEM 9.

   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

   81

   ITEM 9A.

   CONTROLS AND PROCEDURES

   81

   ITEM 9B.

   OTHER INFORMATION

   81

   PART III

   82

   ITEM 10.

   DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

   82

   ITEM 11.

   EXECUTIVE COMPENSATION

   86

   ITEM 12.

   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

   87

   ITEM 13.

   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

   90

   ITEM 14.

   PRINCIPAL ACCOUNTANT FEES AND SERVICES

   90

   PART IV

   92

   ITEM 15.

   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

   92

   SIGNATURES

   94

  3

 COVID-19

 In March 2020, COVID-19 was declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention. Its rapid spread around the world and throughout the United States prompted many countries, including the United States, to institute restrictions on travel, public gatherings and certain business operations. These restrictions did not significantly disrupt economic activity in Timberline Resource’s business.

 As of September 30, 2022, the pandemic had not materially impacted our financial statements. However, if the severity of the COVID-19 pandemic continues, the negative financial impact due to limitations in conducting geologic field work and exploration activities could be significantly greater in future periods. In addition, the economic disruptions caused by COVID-19 could adversely impact the impairment risks for certain long-lived assets and equity method investments. Timberline Resources evaluated these impairment considerations and determined that no such impairments occurred as of September 30, 2022.

 The effects of the continued outbreak of COVID-19 and related government responses could also include extended disruptions to supply chains and capital markets, reduced availability of contractors and a prolonged reduction in economic activity. These effects could have a variety of adverse impacts on the Company, including its ability to conduct exploration activities. As of September 30, 2022, there were no material adverse impacts on the Company’s operations due to COVID-19.

 As of September 30, 2022, Timberline Resource’s available liquidity is appro