Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TIMBERLINE RESOURCES CORPORATION

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

887133205

(CUSIP Number)

Crescat Portfolio Management LLC

44 Cook Street, Suite 100
Denver, CO 80206

(303) 271-9997

Copy to:

Jason Brenkert

Dorsey & Whitney LLP

1400 Wewatta Street, Suite 400

Denver, CO 80202  

                                                                                 (303) 352-1133

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 28, 2023

(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 §§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 §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 disclosures provided in a prior cover page.

The information required on 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

Item 1.

Security and Issuer

(a)	Title of Class of Securities:

Common Stock, $0.001 par value (the “Shares”)

(b)	Name of Issuer:

Timberline Resources Corporation (the “Issuer”)

(c)	Address of Issuer’s Principal Executive Offices:

101 East Lakeside Avenue
Coeur d’Alene, ID 83814

Item 2.

Identity and Background

(a)	Name of Reporting Person (collectively “Reporting Persons”):

i)	Crescat Portfolio Management LLC (“Crescat Portfolio”)

ii)	Crescat Precious Metals Master Fund Ltd. (“Crescat Precious Metals”)

iii)	Crescat Institutional Commodity Master Fund Ltd. (“Crescat Institutional  Commodity”)

iv)	Crescat Global Macro Master Fund Ltd. (“Crescat Global”)

v)	Crescat Institutional Macro Master Fund Ltd. (“Crescat Institutional Macro”)

vi)	Crescat Long/Short Master Fund Ltd. (“Crescat Long/Short”)

vii)	Kevin and Linda Smith Living Trust dtd 7/21/1998 (“Smith Trust”)

viii)

Kevin C. Smith (“Kevin Smith”)

(b)	Principal Business Address:

The principal business address of the Reporting Persons is:  44 Cook Street, Suite 100, Denver, Colorado 80206.

(c)	Occupation, Employment and Other Information:

The Reporting Persons are engaged in the business of investment.

(d)	Criminal convictions:

The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)	Civil proceedings:

The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	Citizenship:

i)	Crescat Portfolio– Delaware

ix)	Crescat Precious Metals– British Virgin Islands

x)	Crescat Institutional Commodity – British Virgin Islands

xi)	Crescat Global – Cayman Islands

xii)	Crescat Institutional Macro – British Virgin Islands

xiii)

Crescat Long/Short - Delaware

xiv)	Smith Trust - Colorado

xv)	Kevin Smith – United States

Item 3.

Source and Amount of Funds or Other Consideration:

Working capital and personal funds.

Item 4.

Purpose of Transaction

The Reporting Persons acquired the Shares in the ordinary course of business for investment purposes.

Item 5.

Interest in Securities of the Issuer:

(a)	30,955,577 Shares comprised of 26,455,579 Shares and warrants exercisable for an additional 4,499,998 Shares.  The total excludes 1,247,102 Shares held in separately managed accounts.

(b)	Number of shares as to which the Reporting Person has:

(i)	Sole power to vote or to direct the vote:   0

(ii)	Shared power to vote or to direct the vote:   30,955,577

(iii)

Sole power to dispose or direct the disposition: 0

(iv)	Shared power to dispose or direct the disposition: 30,955,577

(v)	Aggregate amount of shares beneficially owned:  30,955,577

(vi)	Percent of class represented in Item (v) above:  15.9%(2)

(c)

Crescat Global and Crescat Precious Metals each purchased 1,000,0000 Shares in the Issuer’s private placement offering that closed on May 2, 2022.

On August 31, 2023, the Issuer closed a non-brokered private placement of units at a price of $0.05 per unit.  Each unit constitutes one share of common stock and one common share purchase warrant, with each warrant exercisable to acquire one additional share of common stock of the Issuer at a price of $0.08 per share through August 30, 2026.  The Reporting Persons acquired the following Shares and warrants in the ordinary course of business with voting and dispositive control over those shares:

Crescat Precious Metals Fund Ltd. – 2,365,695 shares of Common Stock and warrants exercisable for an additional 2,365,695 shares of Common Stock

Crecast Institutional Commodity Master Fund Ltd. – 68,211 shares of Common Stock and warrants exercisable for an additional 68,211 shares of Common Stock

Crescat Global Macro Master Fund Ltd. – 1,270,447 shares of Common Stock and warrants exercisable for an additional 1,270,447 shares of Common Stock

Crescat Institutional Macro Master Fund Ltd. – 34,807 shares of Common Stock and warrants exercisable for an additional 34,807 shares of Common Stock

Crescat Long/Short Master Fund Ltd. – 260,810 shares of Common Stock and warrants exercisable for an additional 260,810 shares of Common Stock

On September 29, 2023, Crescat Global purchased 86,300 Shares in the open market, Crescat Institutional Macro purchased 23,300 Shares in the open market, and Crecast Long/Short purchased 47,600 Shares in the open market.

On October 3, 2023, Crescat Institutional purchased 34,743 Shares in the open market.

On December 28, 2023, the Issuer closed a non-brokered private placement of units at a price of $0.04 per unit.  Each unit constitutes one share of common stock and one common share purchase warrant, with each warrant exercisable to acquire one additional share of common stock of the Issuer at a price of $0.06 per share through December 31, 2027.  The Reporting Persons acquired the following Shares and warrants in the ordinary course of business with voting and dispositive control over those shares:

Crescat Precious Metals Fund Ltd. – 1,575,000 shares of Common Stock and warrants exercisable for an additional 1,575,000 shares of Common Stock

Crecast Institutional Commodity Master Fund Ltd. – 37,500  shares of Common Stock and warrants exercisable for an additional 37,500 shares of Common Stock

Crescat Global Macro Master Fund Ltd. – 710,000 shares of Common Stock and warrants exercisable for an additional 710,000 shares of Common Stock

Crescat Institutional Macro Master Fund Ltd. – 40,000 shares of Common Stock and warrants exercisable for an additional 40,000 shares of Common Stock

Crescat Long/Short Master Fund Ltd. – 137,500 shares of Common Stock and warrants exercisable for an additional 137,500 shares of Common Stock

(d)	Not applicable.

(e)	Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:

None

Item 7.

Material to Be Filed as Exhibits:

None

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.

JOINT FILING AGREEMENT

 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.