0001823720-20-000001.txt : 20200904 0001823720-20-000001.hdr.sgml : 20200904 20200904145909 ACCESSION NUMBER: 0001823720-20-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200904 DATE AS OF CHANGE: 20200904 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Timberline Resources Corp CENTRAL INDEX KEY: 0001288750 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 820291227 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82290 FILM NUMBER: 201161757 BUSINESS ADDRESS: STREET 1: 101 EAST LAKESIDE AVENUE CITY: COEUR D'ALENE STATE: ID ZIP: 83814 BUSINESS PHONE: (208) 664-4859 MAIL ADDRESS: STREET 1: 101 EAST LAKESIDE AVENUE CITY: COEUR D'ALENE STATE: ID ZIP: 83814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Crescat Portfolio Management LLC CENTRAL INDEX KEY: 0001823720 IRS NUMBER: 300335527 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1560 BROADWAY STREET 2: SUITE 2270 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-271-9997 MAIL ADDRESS: STREET 1: 1560 BROADWAY STREET 2: SUITE 2270 CITY: DENVER STATE: CO ZIP: 80202 SC 13D 1 13d.txt SC13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* Timberline Resources Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 887133205 (CUSIP Number) Crescat Portfolio Management, LLC 1560 Broadway, Suite 2270, Denver CO, 80202 303-271-9997 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 28, 2020 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box []. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d- 7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act(however, see the Notes). CUSIP No. 887133205 SCHEDULE 13D 1 Names of Reporting Persons Crescat Global Macro Master Fund Ltd. 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See instructions) (b) [X] 3 SEC USE ONLY 4 Source of Funds (See Instructions) WC 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power 0 shares of Common Stock 8 Shared Voting Power 21,695,471 shares of Common Stock (1) 9 Sole Dispositive Power 0 shares of Common Stock 10 Shared Dispositive Power 21,695,471 shares of Common Stock (1) 11 Aggregate Amount Beneficially Owned by each Reporting Person 21,695,471 shares of Common Stock (1) 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 19.99%(1) 14 Type of Reporting Person (See Instructions) CO (1)Crescat Global Macro Master Fund Ltd. holds 9,680,000 shares of Common Stock (as defined herein) and Warrants (as defined herein) to purchase 9,680,000 shares of Common Stock. Crescat Precious Metals Master Fund Ltd. holds 5,000,000 shares of Common Stock, and Warrants to purchase 5,000,000 shares of Common Stock. Crescat Long/Short Fund LP holds 1,320,000 shares of Common Stock and Warrants to purchase 1,320,000 shares of Common Stock. The Trust (as defined herein) holds 363,636 shares of Common Stock and Warrants to purchase 363,636 shares of Common Stock. The SMAs hold 855,388 shares of Common Stock. The 401k Account (as defined herein) holds 50,000 shares of Common Stock. As a result of the Beneficial Ownership Blocker (as defined herein), beneficial ownership of the Reporting Persons (as defined herein) is capped at 19.99% of the outstanding Common Stock of the Issuer, representing 21,695,471 shares of Common Stock calculated as described herein as of the date hereof. See Item 5 of this Schedule 13D. The calculation of the beneficial ownership of the Reporting Persons is based on (i) 74,895,260 shares of Common Stock issued and outstanding as of August 14, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, (ii) 33,636,364 shares of Common Stock issued in the Offering (as defined herein) and (iii) 4,426,447 shares of Common Stock to be issued upon the conversion or exercise of shares Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker. 1 Names of Reporting Persons Crescat Long/Short Fund LP 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See instructions) (b) [X] 3 SEC USE ONLY 4 Source of Funds (See Instructions) WC 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 0 shares of Common Stock 8 Shared Voting Power 21,695,471 shares of Common Stock (1) 9 Sole Dispositive Power 0 shares of Common Stock 10 Shared Dispositive Power 21,695,471 shares of Common Stock (1) 11 Aggregate Amount Beneficially Owned by each Reporting Person 21,695,471 shares of Common Stock (1) 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 19.99%(1) 14 Type of Reporting Person (See Instructions) PN (1)Crescat Global Macro Master Fund Ltd. holds 9,680,000 shares of Common Stock (as defined herein) and Warrants (as defined herein) to purchase 9,680,000 shares of Common Stock. Crescat Precious Metals Master Fund Ltd. holds 5,000,000 shares of Common Stock, and Warrants to purchase 5,000,000 shares of Common Stock. Crescat Long/Short Fund LP holds 1,320,000 shares of Common Stock and Warrants to purchase 1,320,000 shares of Common Stock. The Trust (as defined herein) holds 363,636 shares of Common Stock and Warrants to purchase 363,636 shares of Common Stock. The SMAs hold 855,388 shares of Common Stock. The 401k Account (as defined herein) holds 50,000 shares of Common Stock. As a result of the Beneficial Ownership Blocker (as defined herein), beneficial ownership of the Reporting Persons (as defined herein) is capped at 19.99% of the outstanding Common Stock of the Issuer, representing 21,695,471 shares of Common Stock calculated as described herein as of the date hereof. See Item 5 of this Schedule 13D. The calculation of the beneficial ownership of the Reporting Persons is based on (i) 74,895,260 shares of Common Stock issued and outstanding as of August 14, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, (ii) 33,636,364 shares of Common Stock issued in the Offering (as defined herein) and (iii) 4,426,447 shares of Common Stock to be issued upon the conversion or exercise of shares Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker. 1 Names of Reporting Persons Crescat Portfolio Management, LLC 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See instructions) (b) [X] 3 SEC USE ONLY 4 Source of Funds (See Instructions) WC 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Colorado 7 Sole Voting Power 0 shares of Common Stock 8 Shared Voting Power 21,695,471 shares of Common Stock (1) 9 Sole Dispositive Power 0 shares of Common Stock 10 Shared Dispositive Power 21,695,471 shares of Common Stock (1) 11 Aggregate Amount Beneficially Owned by each Reporting Person 21,695,471 shares of Common Stock (1) 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 19.99%(1) 14 Type of Reporting Person (See Instructions) OO (1)Crescat Global Macro Master Fund Ltd. holds 9,680,000 shares of Common Stock (as defined herein) and Warrants (as defined herein) to purchase 9,680,000 shares of Common Stock. Crescat Precious Metals Master Fund Ltd. holds 5,000,000 shares of Common Stock, and Warrants to purchase 5,000,000 shares of Common Stock. Crescat Long/Short Fund LP holds 1,320,000 shares of Common Stock and Warrants to purchase 1,320,000 shares of Common Stock. The Trust (as defined herein) holds 363,636 shares of Common Stock and Warrants to purchase 363,636 shares of Common Stock. The SMAs hold 855,388 shares of Common Stock. The 401k Account (as defined herein) holds 50,000 shares of Common Stock. As a result of the Beneficial Ownership Blocker (as defined herein), beneficial ownership of the Reporting Persons (as defined herein) is capped at 19.99% of the outstanding Common Stock of the Issuer, representing 21,695,471 shares of Common Stock calculated as described herein as of the date hereof. See Item 5 of this Schedule 13D. The calculation of the beneficial ownership of the Reporting Persons is based on (i) 74,895,260 shares of Common Stock issued and outstanding as of August 14, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, (ii) 33,636,364 shares of Common Stock issued in the Offering (as defined herein) and (iii) 4,426,447 shares of Common Stock to be issued upon the conversion or exercise of shares Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker. 1 Names of Reporting Persons Kevin and Linda Smith Living Trust dtd 7/21/1998 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See instructions) (b) [X] 3 SEC USE ONLY 4 Source of Funds (See Instructions) PF 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Colorado 7 Sole Voting Power 363,636 shares of Common Stock(2) 8 Shared Voting Power 21,695,471 shares of Common Stock (1) 9 Sole Dispositive Power 363,636 shares of Common Stock(2) 10 Shared Dispositive Power 21,695,471 shares of Common Stock (1) 11 Aggregate Amount Beneficially Owned by each Reporting Person 21,695,471 shares of Common Stock (1) 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 19.99%(1) 14 Type of Reporting Person (See Instructions) OO (1)Crescat Global Macro Master Fund Ltd. holds 9,680,000 shares of Common Stock (as defined herein) and Warrants (as defined herein) to purchase 9,680,000 shares of Common Stock. Crescat Precious Metals Master Fund Ltd. holds 5,000,000 shares of Common Stock, and Warrants to purchase 5,000,000 shares of Common Stock. Crescat Long/Short Fund LP holds 1,320,000 shares of Common Stock and Warrants to purchase 1,320,000 shares of Common Stock. The Trust (as defined herein) holds 363,636 shares of Common Stock and Warrants to purchase 363,636 shares of Common Stock. The SMAs hold 855,388 shares of Common Stock. The 401k Account (as defined herein) holds 50,000 shares of Common Stock. As a result of the Beneficial Ownership Blocker (as defined herein), beneficial ownership of the Reporting Persons (as defined herein) is capped at 19.99% of the outstanding Common Stock of the Issuer, representing 21,695,471 shares of Common Stock calculated as described herein as of the date hereof. See Item 5 of this Schedule 13D. The calculation of the beneficial ownership of the Reporting Persons is based on (i) 74,895,260 shares of Common Stock issued and outstanding as of August 14, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, (ii) 33,636,364 shares of Common Stock issued in the Offering (as defined herein) and (iii) 4,426,447 shares of Common Stock to be issued upon the conversion or exercise of shares Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker. (2)Kevin C. Smith and Linda C. Smith are the trustees of the Trust and in such capacities holds voting and dispositive power over the Common Stock held by the Trust. 1 Names of Reporting Persons Kevin C. Smith 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See instructions) (b) [X] 3 SEC USE ONLY 4 Source of Funds (See Instructions) PF 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States 7 Sole Voting Power 50,000 shares of Common Stock(2) 8 Shared Voting Power 21,695,471 shares of Common Stock (1) 9 Sole Dispositive Power 50,000 shares of Common Stock(2) 10 Shared Dispositive Power 21,695,471 shares of Common Stock (1) 11 Aggregate Amount Beneficially Owned by each Reporting Person 21,695,471 shares of Common Stock (1) 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 19.99%(1) 14 Type of Reporting Person (See Instructions) IN (1)Crescat Global Macro Master Fund Ltd. holds 9,680,000 shares of Common Stock (as defined herein) and Warrants (as defined herein) to purchase 9,680,000 shares of Common Stock. Crescat Precious Metals Master Fund Ltd. holds 5,000,000 shares of Common Stock, and Warrants to purchase 5,000,000 shares of Common Stock. Crescat Long/Short Fund LP holds 1,320,000 shares of Common Stock and Warrants to purchase 1,320,000 shares of Common Stock. The Trust (as defined herein) holds 363,636 shares of Common Stock and Warrants to purchase 363,636 shares of Common Stock. The SMAs hold 855,388 shares of Common Stock. The 401k Account (as defined herein) holds 50,000 shares of Common Stock. As a result of the Beneficial Ownership Blocker (as defined herein), beneficial ownership of the Reporting Persons (as defined herein) is capped at 19.99% of the outstanding Common Stock of the Issuer, representing 21,695,471 shares of Common Stock calculated as described herein as of the date hereof. See Item 5 of this Schedule 13D. The calculation of the beneficial ownership of the Reporting Persons is based on (i) 74,895,260 shares of Common Stock issued and outstanding as of August 14, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, (ii) 33,636,364 shares of Common Stock issued in the Offering (as defined herein) and (iii) 4,426,447 shares of Common Stock to be issued upon the conversion or exercise of shares Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker. (2) As of even date, Kevin C. Smith holds 50,000 shares of Common Stock in a self-directed 401k account and is deemed to hold voting and dispositive power over the securities. CUSIP No. 887133205 SCHEDULE 13D Item 1. Security and Issuer This Schedule 13D relates to shares of common stock, $0.001 par value per share (the Common Stock), of Timberline Resources Corporation, a Delaware corporation (the Issuer). The principal executive office of the Issuer is 101 East Lakeside Avenue, Coeur dAlene, Idaho 83814. Item 2. Identity and Background (a) This Schedule 13D is being filed jointly by Crescat Long/Short Fund, LP, a Delaware limited partnership, Crescat Precious Metals Master Fund Ltd., a Cayman Islands exempted limited liability company, Crescat Global Macro Master Fund Ltd., a Cayman Islands exempted limited liability company (the foregoing, the Crescat Funds), separately managed accounts advised by Crescat Portfolio Management, LLC (SMAs), Kevin and Linda Smith Living Trust dated 7/21/1998 (the Trust) and a personal 401k account controlled by Kevin C. Smith which holds the Issuers Common Stock (the 401k Account)(the Crescat Funds, together with the Trust, SMAs and the 401k Account, the Reporting Persons) Crescat Partners, LLC, a Colorado limited liability company (Crescat Partners), is the general partner of Crescat Long/Short Fund, LP. Crescat Portfolio Management, LLC, a Colorado limited liability company (CPM), whose managers are Kevin C. Smith and Linda C. Smith, is the adviser to the Crescat Funds and the SMAs. CPM governs the investment strategy and decision-making process with respect to investments held by the Crescat Funds and the SMAs. As a result, for each of the Crescat Funds and the SMAs, Kevin C. Smith and Linda C. Smith may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons. The Reporting Persons have entered into a Joint Filing Agreement, dated September 4, 2020, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act. (b) The principal business address of each of the Reporting Persons, Crescat Funds, SMAs, Crescat Partner, CPM, Trust, 401k Account and Mr. Kevin C. Smith and Mr. Linda C. Smith is 1560 Broadway, Suite 2270, Denver CO, 80202. (c) Each of the Reporting Persons, Crescat Funds, SMAs, Crescat Partner, CPM, Trust, 401k Account are principally engaged in the business of investment in securities. Kevin C. Smith and Linda C. Smith are managers of CPM. (d) During the last five years, none of the Reporting Persons, Crescat Funds, SMAs, Crescat Partner, CPM, the trustees of the Trust, Mr. Kevin C. Smith and Mr. Linda C. Smith have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons, Crescat Funds, SMAs, Crescat Partner, CPM, the Trust, 401k Account, Mr. Kevin C. Smith and Mr. Linda C. Smith have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Crescat Precious Metals Master Fund Ltd and Crescat Global Macro Master Fund Ltd. are organized under the laws of the Cayman Islands. Crescat Long/Short Fund, LP, Crescat Partner and CPM are organized under the laws of the State of Delaware. The Trust is organized under the laws of the State of Colorado. Kevin C. Smith and Linda C. Smith are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration On August 28, 2020, the Issuer closed the sale of a non-brokered private offering (the Offering) of 33,636,364 of Units priced at $0.11 per unit. Each Unit is comprised of one share of Common Stock and one warrants to purchase one share of Common Stock at a price of $0.20 per share of Common Stock (the Warrants). Pursuant to the Offering, (i) Crescat Global Macro Master Fund Ltd. purchased 9,680,000 shares of Common Stock and Warrants to purchase 9,680,000 shares of Common Stock for a total purchase price of $1,064,800, (ii) Crescat Precious Metals Master Fund Ltd. purchased 5,000,000 shares of Common Stock and Warrants to purchase 5,000,000 shares of Common Stock for a total purchase price of $550,000, (iii) Crescat Long/Short Fund LP purchased 1,320,000 shares of Common Stock and Warrants to purchase 1,320,000 shares of Common Stock for a total purchase price of $145,200, (iv) the Trust purchased 363,636 shares of Common Stock and Warrants to purchase 363,636 shares of Common Stock for a total purchase price of $40,000. Separate from the Offering, both (i) the SMAs holds 855,388 shares of Common Stock and (ii) the 401k Account holds 50,000 shares of Common Stock acquired from trading in the securities of the Issuer in the public exchanges. The Crescat Funds and the SMAs used its own working capital to acquire the securities. The Trust and the 401k Account used personal funds to acquire the securities. Item 4. Purpose of Transaction Warrants References to and the description of the Warrants set forth in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the form of Warrant. Exercisability. The Warrants are exercisable at any time and will expire on August 15, 2023. Exercise Blocker. Pursuant to a signed undertaking dated August 25, 2020, Kevin C. Smith, acting on behalf of the Crescat Funds, SMAs and the Trust, is prohibited from exercising the Warrants into shares of Common Stock if, as a result of such exercise, the holder, together with its affiliates, would beneficially own more than 19.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise (the Beneficial Ownership Blocker); provided, however, that the Reported Persons, upon the Issuer seeking and obtaining disinterested shareholder approval, elect to exercise the Warrants to beneficially own more than 19.99% of the total number of shares of Common Stock. Exercise Price. The initial exercise price per share of Common Stock purchasable upon exercise of the Warrants is $0.20. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. Rights as a Stockholder. Except as otherwise provided in the Warrants or by virtue of the holders ownership of shares of Common Stock, the holder of a Warrant does not have the rights or privileges of a holder of Common Stock, including any voting rights, until the holder exercises the Warrants. Board Representation Dr. Quntion Heinnigh is an advisor to CPM and serves as a member of the Issuers board of directors (the Board). In their capacity as significant stockholders of the Issuer, the Reporting Persons intend to take an active role in working with the Issuers management and the Board on operational, financial and strategic initiatives. The Reporting Persons review and intend to continue to review, on an ongoing and continuing basis, their investment in the Issuer. Depending upon the factors discussed below and subject to applicable law, the Reporting Persons may from time to time acquire additional securities of the Issuer, exercise their Warrants for shares of Common Stock or sell or otherwise dispose of some or all of their securities of the Issuer. Such conversions, exercises and sales may or may not impact the percentage of Common Stock beneficially owned in light of the Beneficial Ownership Blocker. Any transactions that the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects of the Issuer, general economic, financial market and industry conditions, other investment and business opportunities available to the Reporting Persons, tax considerations and other factors. Other than as described above, the Reporting Persons currently have no plans or proposals that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although the Reporting or proposing any such transactions and, in that connection, may discuss, evaluate and/or pursue any such transactions with their advisors, the Issuer or other persons). Item 5. Interest in Securities of the Issuer The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. (a) to (c) As further described in Item 3 of this Schedule 13D, (i) Crescat Global Macro Master Fund Ltd. purchased 9,680,000 shares of Common Stock and Warrants to purchase 9,680,000 shares of Common Stock, (ii) Crescat Precious Metals Master Fund Ltd. purchased 5,000,000 shares of Common Stock and Warrants to purchase 5,000,000 shares of Common Stock, (iii) Crescat Long/Short Fund LP purchased 1,320,000 shares of Common Stock and Warrants to purchase 1,320,000 shares of Common Stock, (iv) the Trust purchased 363,636 shares of Common Stock and Warrants to purchase 363,636 shares of Common Stock in the Offering. Separate from the Offering, both (i) the SMAs holds 855,388 shares of Common Stock and (ii) the 401k Account holds 50,000 shares of Common Stock acquired from trading in the securities of the Issuer in the public exchanges. As a result of the Beneficial Ownership Blocker (as defined herein), beneficial ownership of the Reporting Persons (as defined herein) is capped at 19.99% of the outstanding Common Stock of the Issuer, representing 21,695,471 shares of Common Stock calculated as described herein as of the date hereof. Accordingly, pursuant to Rule 13d-3 of the Act and the relationships described in Item 2 of this Schedule 13D, the Reporting Persons may be deemed to collectively beneficially own 19.99% of the outstanding Common Stock of the Issuer, representing 4,426,447 shares of Common Stock as of the date hereof. The calculation of the beneficial ownership of the Reporting Persons is based on (i) 74,895,260 shares of Common Stock issued and outstanding as of August 14, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, (i) 33,636,364 shares of Common Stock issued in the Offering (as defined herein) and (ii) 4,426,447 shares of Common Stock to be issued upon the conversion or exercise of shares Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker. (d) Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information set forth in or incorporated by reference in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6. Item 7. Material to be Filed as Exhibits Exhibit A Joint Filing Agreement SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 4, 2020 CRESCAT GLOBAL MACRO MASTER FUND LTD. By: /s/ Kevin C. Smith Title: Director CRESCAT PRECIOUS METAL MASTER FUND LTD. By: /s/ Kevin C. Smith Title: Director CRESCAT LONG/SHORT FUND LP By: Crescat Partners, LLC, its General Partner By: /s/ Kevin C. Smith Title: Manager of General Partner CRESCAT PORTFOLIO MANAGEMENT, LLC By: /s/ Kevin C. Smith Title: Manager KEVIN AND LINDA SMITH LIVING TRUST DTD 7/21/1998 By: /s/ Kevin C. Smith Title: Trustee KEVIN C. SMITH /s/ Kevin C. Smith EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock and Warrants of Timberline Resources Corporation, a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Date: September 4th, 2020 CRESCAT GLOBAL MACRO MASTER FUND LTD. By: /s/ Kevin C. Smith Title: Director CRESCAT PRECIOUS METAL MASTER FUND LTD. By: /s/ Kevin C. Smith Title: Director CRESCAT LONG/SHORT FUND LP By: Crescat Partners, LLC, its General Partner By: /s/ Kevin C. Smith Title: Manager of General Partner CRESCAT PORTFOLIO MANAGEMENT, LLC By: /s/ Kevin C. Smith Title: Manager KEVIN AND LINDA SMITH LIVING TRUST DTD 7/21/1998 By: /s/ Kevin C. Smith Title: Trustee KEVIN C. SMITH /s/ Kevin C. Smith