Timberline Resources – Exhibit D FORM OF WARRANT CERTIFICATE (May 15th, 2017)
The Warrant certificates will each be in the form attached hereto with the applicable terms for exercise and acceleration for each respective class of Warrants to be completed pursuant to the description of the Warrants contained in the Subscription Agreement.
Timberline Resources – January 6, 2017 Randal Hardy 9915 N Strahorn Road Hayden Lake, ID 83835 Re: Employment Offer Letter Chief Financial Officer Dear Randy, (January 11th, 2017)
Per discussions at meetings of the Board of Directors on December 15, 2016 and September 8, 2016, I am pleased to offer you employment terms to return as an employee at Timberline Resources Corp. (the Company). The terms of your employment as the Companys Chief Financial Officer, reporting to the President & CEO, are outlined below.
Timberline Resources – First Amendment to Option Agreement (November 17th, 2016)
This First Amendment to Option Agreement (First Amendment Agreement), is made effective as of the 19th day of October, 2016 (Effective Date), by and between Talapoosa Development Corp., a Delaware corporation (Buyer) and Timberline Resources Corporation, a Delaware corporation (Timberline Parent), whose addresses are 101 East Lakeside Avenue, Coeur dAlene, Idaho 83814 and American Gold Capital US Inc., a Nevada corporation (American Gold), Gunpoint Exploration US Ltd., a Nevada corporation (Gunpoint US) and Gunpoint Exploration Ltd., a British Columbia corporation (Gunpoint Parent and collectively with American Gold and Gunpoint US, the Sellers), whose addresses are Suite 1620 1140 West Pender Street, Vancouver, British Columbia, Canada V6E 4G1. Buyer, Timberline Parent and Sellers are referred to herein individually as a Party and collectively as the Parties.
Timberline Resources – The Securities Represented Hereby Have Not Been and Will Not Be Registered Under the United States Securities Act of 1933, as Amended (The Securities Act). These Securities May Be Offered, Sold, Pledged or Otherwise Transferred Only (A) to the Company, (B) if the Securities Have Been Registered in Compliance With the Registration Requirements Under the Securities Act and in Accordance With Applicable State Securities Laws (C) in Compliance With the Exemption From the Registration Requirements Under the Securities Act in Accordance With Rule 144 Thereunder, if Applicable, and in Accordance With (August 11th, 2016)
THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. UNITED STATES AND U.S. PERSON ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.
Timberline Resources – CONSULTING AGREEMENT With (May 16th, 2016)
THIS AGREEMENT is made and entered into effective as of the _21st__ day of January 2016 (Effective Date), by and between TIMBERLINE RESOURCES CORPORATION, a Delaware corporation (hereinafter "TIMBERLINE"), and Randal Hardy, 9915 N. Strahorn Road, Hayden Lake, ID 83835 (hereinafter "CONSULTANT").
Timberline Resources – Executive Employment Agreement (December 29th, 2015)
THIS EMPLOYMENT AGREEMENT (Agreement), is made and entered into effective as of the Effective Date of August 28, 2015, by and between Timberline Resources, Corp., a Delaware corporation with a principal business address of 101 E. Lakeside Avenue, Coeur dAlene, Idaho 83814 (the Company) and Steven A. Osterberg (the Executive or Employee).