Timberline Resources Corporation (AMEX:TLR) agreed in principle to acquire Wolfpack Gold (Nevada) Inc. from Wolfpack Gold Corp. (TSXV:WFP) on March 10, 2014. The agreement requires a break fee in the amount of $0.5 million be paid by a party electing to terminate the agreement to accept a third party superior proposal. The merger is expected to be completed by a plan of arrangement or other suitable mechanism, and Timberline and Wolfpack 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 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 shares of common stock of Timberline. At closing, Timberline will consolidate its shares of common stock 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.

Completion of the proposed business combination is subject to a number of conditions, including satisfactory completion of due diligence by each of the parties, execution of a mutually acceptable definitive agreement by April 22, 2014, and receipt by both Wolfpack and Timberline of all stock exchange and third party approvals, including shareholder approval if required. Advancement of the bridge loan and any conversion thereof into Timberline shares, is subject to receipt by both parties of stock exchange approval.

Timberline Resources Corporation (AMEX:TLR) entered into an amended letter of intent to acquire current assets of Wolfpack Gold Corp. (TSXV:WFP) in stock on April 17, 2014. Under the terms, Timberline acquire all of the outstanding shares of a Wolfpack subsidiary which will hold all of Wolfpack's current assets other than its uranium holdings in exchange for shares of common stock in the capital of Timberline at a ratio equal to 0.75 shares of Timberline for each outstanding share of Wolfpack. As a result of the acquisition, Timberline will acquire a number of gold projects in Nevada and approximately US$4.7 million in cash, inclusive of the loan. As on August 5, 2014, the special meeting of shareholders of Wolfpack Gold Corp. voted in favour of the deal.

Under the terms Wolfpack has agreed to provide Timberline with a bridge loan of up to $1 million to fund the working capital needs of Timberline during the interim period prior to the completion of the proposed transaction. Repayment of the loan is secured by Timberline's interest in the Seven Troughs property located in Pershing County, Nevada. Upon completion of the transaction, Timberline shareholders will hold, as a group, approximately 65% of the outstanding shares of Timberline, while Wolfpack shareholders will hold, as a group, approximately 35% of the outstanding Timberline shares. Under the amended terms of the letter of intent Timberline will retain ownership of its 50% carried-to-production interest in the Butte Highlands Gold Project in Montana.

Timberline and Wolfpack have agreed to extend the exclusivity period until May 5, 2014, during which time the parties will complete their respective due diligence and, upon satisfactory completion thereof, conclude a definitive agreement. At closing, Timberline expects to reconstitute its Board of Directors to be comprised of five directors, three of whom will be nominated by Timberline and two of whom will be nominated by Wolfpack. Wolfpack Chairman William Sheriff will be appointed as Chairman of the Board while Paul Dircksen will continue as the President and Chief Executive Officer of Timberline, Randy Hardy will continue as the Chief Financial Officer and Steve Osterberg will continue as the Vice-President of Exploration. The transaction is subject to a number of conditions, including satisfactory completion of due diligence by Timberline and Wolfpack, execution of a mutually acceptable definitive agreement by May 5, 2014, and receipt by both Wolfpack and Timberline of all stock exchange and third party approvals, including shareholder approval, if required.

Timberline Resources Corporation (AMEX:TLR) entered into a definitive agreement to acquire current assets of Wolfpack Gold Corp. (TSXV:WFP) for $6.2 million in stock on May 6, 2014. Under the terms of the agreement, Timberline will acquire Wolfpack subsidiary which holds the Nevada properties cash to be acquired. Timberline will issue 42.93 million shares of common stock. As a result of the acquisition, Timberline will acquire a number of gold projects in Nevada and approximately CAD 5.3 million in cash, inclusive of the loan. Wolfpack will then distribute the Timberline Shares to its shareholders based on an exchange ratio of 0.75 of one Timberline Share in exchange for each outstanding common share of Wolfpack.

Upon completion of the transaction, Timberline shareholders will hold 64% of the shares of Timberline, while Wolfpack shareholders will hold 36% of the shares. The transaction is subject to approval of at least two-thirds of the shareholders of Wolfpack and approval of a majority of Timberline shareholders. The shareholder meetings of Timberline and Wolfpack are to be held by no later than June 30, 2014. The transaction is also subject to approvals by the British Columbia Supreme Court, the New York Stock Exchange Market, the TSX Venture Exchange and the receipt of all other necessary regulatory and third party approvals. The Timberline shareholders, approval is also needed to increase the authorized capital of Timberline from 100 million to 200 million shares to accommodate the issuance of the Timberline Shares, to approve a possible name change of Timberline, and to approve a reverse stock split of Timberline's outstanding shares of common stock. The transaction is unanimously approved by the Board of Directors of both Timberline and Wolfpack. The transaction is expected to close by July 31, 2014. As on June 30, 2014, Timberline Resources Corporation was granted extension to complete the transaction, whereby, transaction is expected to close by August 15, 2014. The transaction is expected to close within the next ten days.

Mark Goldsmith, Shona Smith and Amie Broder of Troutman Sanders LLP acted as legal advisor to Wolfpack Gold. Dorsey & Whitney acted as legal advisor to Timberline Resources. Robson Court of Miller Thomson LLP acted as legal advisor to Timberline Resources Corporation, Angela Austman of McCullough O'Connor Irwin LLP acted as legal advisor to Wolfpack Gold Corp. Ross Glanville & Associates Ltd. and Bruce McKnight Minerals Advisor Services acted as financial advisors to Timberline Resources and will be paid a fee of $18,000.