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Note 6 - Non-binding Acquisition Agreement
12 Months Ended
Sep. 30, 2015
Notes  
Note 6 - Non-binding Acquisition Agreement:

NOTE 6 – NON-BINDING ACQUISITION AGREEMENT:

 

On September 13, 2015, we signed a non-binding Letter Agreement ("Letter Agreement") with Waterton Precious Metals Fund II Cayman, LP (together with its subsidiaries and affiliated and associated entities, "Waterton").  Waterton offered to acquire all of the issued and outstanding shares of our common stock for cash consideration of US$0.58 per share (the "Transaction"). The structure of the proposed Transaction was to be determined, and the consummation of the Transaction was subject to completion of due diligence, execution of definitive agreements, Board and regulatory approvals, and other customary closing conditions. 

 

Pursuant to the Letter Agreement, we granted Waterton an exclusivity period until 30 days following receipt of certain due diligence materials to complete its due diligence review and for the execution of definitive agreements, which may include Lock-up Agreements with each of our Directors and Officers and a Support Agreement. We also granted Waterton customary deal protections including a 5% break fee payable in the event we enter into an alternative transaction within a 90-day period following expiry of the exclusivity period.

 

On September 23, 2015, in connection with the Transaction, Waterton received 1,331,861 common shares of Timberline on a private placement basis at a price of $0.375 per share for total proceeds of $499,448.  Waterton owns 9.98% of our common shares.  The private placement was not contingent on completion of the Transaction, and Waterton will have the right to maintain its pro rata ownership position in us in the event the Transaction is not completed.

 

Subsequent to September 30, 2015, the exclusivity period granted to Waterton in the Letter Agreement expired, and the Transaction as previously proposed was withdrawn by Waterton.