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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2022
For the fiscal year ended September 30, 2023
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~__________~~ to ~~__________~~

Commission file number: 001-34055

TIMBERLINE RESOURCES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		82-0291227
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
101 East Lakeside Avenue
9030 North Hess St., Suite 161
Coeur d’Alene, Idaho		83814
Hayden, Idaho		83835
(Address of Principal Executive Offices)		(Zip Code)

(208) 664-4859

(Registrant’s Telephone Number, including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		~~TLRSTBR~~TLRS TBR		~~OTCQBTSX~~OTCQB TSX-V

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated ~~Filer~~filer ☒ Smaller reporting company ☒ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

As of March 31, ~~2022~~2023, the aggregate market value of the voting and non-voting shares of common stock of the registrant issued and outstanding on such date, excluding shares held by affiliates of the registrant as a group, was $296,~~586~~903,~~249~~983. This figure is based on the closing sale price of $0.2708 per share of the Registrant’s common stock on March 31, ~~2022~~2023 on the OTCQB.

Number of shares of Common Stock outstanding as of December 29, 2022: ~~159~~ 189,~~676~~996,152

Documents incorporated by reference: To the extent herein specifically referenced in Part III, portions of the Registrant's definitive Proxy Statement for the 2021 Annual General Meeting of Shareholders filed with the Securities and Exchange Commission pursuant to Regulation 14A on March 4, 2021.

TABLE OF CONTENTS

PART I.		6
PART I	5
ITEM 1.	DESCRIPTION OF BUSINESS.	6
ITEM 1. DESCRIPTION OF BUSINESS	5
ITEM 1A.	RISK FACTORS.	10
ITEM 1A. RISK FACTORS	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS.	18
ITEM 1B. UNRESOLVED STAFF COMMENTS	17
ITEM 2.	DESCRIPTION OF PROPERTIES.	18
ITEM 2. DESCRIPTION OF PROPERTIES	17
ITEM 3.	LEGAL PROCEEDINGS.	54
ITEM 3. LEGAL PROCEEDINGS	63
ITEM 4.	MINE SAFETY DISCLOSURES.	54
ITEM 4. MINE SAFETY DISCLOSURES	63
PART II.		55
PART II	64
ITEM 5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.	55
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	64
ITEM 6.	SELECTED FINANCIAL DATA.	56
ITEM 6. SELECTED FINANCIAL DATA	65
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.	56
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	65
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	62
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	71
ITEM 8.	FINANCIAL STATEMENTS.	63
ITEM 8. FINANCIAL STATEMENTS	72
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	80
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	88
ITEM 9A.	CONTROLS AND PROCEDURES.	80
ITEM 9A. CONTROLS AND PROCEDURES	88
ITEM 9B.	OTHER INFORMATION.	80
ITEM 9B. OTHER INFORMATION	88
PART III.		81
PART III	89
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.	81
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	89
ITEM 11.	EXECUTIVE COMPENSATION.	85
ITEM 11. EXECUTIVE COMPENSATION	93
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS.	86
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS	94
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.	89
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	96
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	89
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	97
PART IV.		91
PART IV	98
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.	91
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	98
SIGNATURES.		92
SIGNATURES	100

Table of Contents

COVID-19

In March 2020, COVID-19 was declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention. Its rapid spread around the world and throughout the United States prompted many countries, including the United States, to institute restrictions on travel, public gatherings and certain business operations. These restrictions did not significantly disrupt economic activity in Timberline Resource’s business.

As of September 30, 2022, the pandemic had not materially impacted our financial statements. However, if the severity of the COVID-19 pandemic continues, the negative financial impact due to limitations in conducting geologic field work and exploration activities could be significantly greater in future periods. In addition, the economic disruptions caused by COVID-19 could adversely impact the impairment risks for certain long-lived assets and equity method investments. Timberline Resources evaluated these impairment considerations and determined that no such impairments occurred as of September 30, 2022.

The effects of the continued outbreak of COVID-19 and related government responses could also include extended disruptions to supply chains and capital markets, reduced availability of contractors and a prolonged reduction in economic activity. These effects could have a variety of adverse impacts on the Company, including its ability to conduct exploration activities. As of September 30, 2022, there were no material adverse impacts on the Company’s operations due to COVID-19.

As of September 30, 2022, Timberline Resource’s available liquidity is approximately $2,400,000. Management believes the Company has adequate liquidity to fund current obligations and commitments. To the extent that future access to the capital markets or the cost of funding is adversely affected by COVID-19, the Company may need to consider additional sources of funding for operations and working capital, which may adversely impact future results of operations, financial condition, and cash flows.

The Company has taken steps to mitigate the potential risks to suppliers and employees posed by the spread of COVID-19, including work from home policies where appropriate. The Company will continue to monitor developments affecting both its workforce and contractors, and will take additional precautions as necessary. The ultimate impact of COVID-19 depends on factors beyond management’s knowledge or control, including its duration and third-party actions to contain its spread and mitigate its public health effects. Therefore, the Company cannot estimate the potential future impact to its financial position, results of operations and cash flows, but the impacts could be material.

3 Table of Contents

Unless otherwise indicated, any reference to “Timberline”, or “we”, “us”, “our”, etc. refers to Timberline Resources Corporation and/or all its subsidiaries, including Staccato Gold, BH Minerals, Wolfpack US, Lookout Mountain LLC and Talapoosa Development Corp.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and the exhibits attached hereto contain “forward-looking statements” within the meaning of the various provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934 (the “Exchange Act”). Such forward-looking statements concern the Company’s anticipated results and developments in its operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. These statements include, but are not limited to, comments regarding:

	·	the establishment and estimates of tonnage and grade of mineralization and reserves;
	·	forecasts of future gold and silver prices, anticipated expenditures and costs in our operations;
	·	planned exploration activities and the anticipated timing and results of exploration activities;
	·	planned technical reports, economic assessments and feasibility studies on our properties;
	·	plans and anticipated timing for obtaining permits and licenses for our properties;
	·	expected future financing and its anticipated outcome;
	·	plans and anticipated timing regarding production dates;
	·	anticipated liquidity to meet expected operating costs and capital requirements;
	·	our ability to obtain financing to fund our estimated expenditure and capital requirements; and
	·	factors expected to impact our results of operations.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation, risks related to:

	·	our limited operating history;
	·	our ability to continue as a going concern and to fund our operations;
	·	a history of losses and our expectation of continued losses;
	·	the geological risk of mineral exploration;
	·	properties being in the exploration or, if warranted, development stage;
	·	bringing our projects into production;
	·	legislative and administrative changes to mining and environmental laws;
	·	land reclamation requirements and costs;
	·	mineral exploration and development activities being inherently hazardous;
	·	our insurance coverage for operating risks;
	·	cost increases for our exploration and development projects;
	·	shortages of skilled personnel, equipment and supplies adversely affecting our ability to operate;
	·	mineral resource and economic estimates;
	·	the metallurgical characteristics of current resources and future discoveries;
	·	fluctuation of prices for precious and base metals, such as gold, silver and copper;
	·	competition in the mineral exploration industry;
	·	title and rights in our mineral properties;
	·	integration issues with acquisitions;
	·	our shares trading on the Over-the-Counter markets and market conditions generally;
	·	joint ventures and partnerships;

43 Table of Contents

	·	potential conflicts of interest of our management;
	·	dependence on key management;
	·	our Eureka and other acquired growth projects;
	·	our business model;
	·	evolving corporate governance standards for public companies;
	·	our Canadian regulatory requirements; and
	·	our shares of common stock or other securities.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Risk Factors”, “Description of Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated, or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

We qualify all the forward-looking statements contained in this Annual Report by the foregoing cautionary statements.

54 Table of Contents

PART I

Note to U.S. Investors Regarding Mineral Reserve and Resource Estimates

Certain of the technical reports referenced in this Annual Report use the terms "mineral resource," "measured mineral resource," "indicated mineral resource" and "inferred mineral resource". We advise investors that these terms are defined in and required to be disclosed in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. As a reporting issuer in Canada, we are required to prepare reports on our mineral properties in accordance with NI 43-101. We reference those technical reports in this Annual Report for informational purposes only, and such reports are not incorporated herein by reference. "Inferred mineral resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Investors are cautioned not to assume that any part or all of mineral deposits in the above categories will ever be converted into reserves.

Effective January 1, 2021, the Securities and Exchange Commission (“SEC”) adopted amendments to modernize the property disclosure requirements for mining registrants and related guidance, which are currently set ~~for~~forth in Item 102 of Regulation S-K Subpart 1300) under the Securities Act of 1933 and the Securities Exchange Act of 1934. The amendments more closely align the SEC’s disclosure requirements and policies for mining properties with current industry and global regulatory practices and standards. This Annual Report on Form 10-K incorporates the disclosures and information required under the guidance of Subpart 1300.

ITEM 1. DESCRIPTION OF BUSINESS

Incorporation and Early History

We were incorporated in the State of Idaho in August 1968 under the name Silver Crystal Mines, Inc., to engage in the business of exploring for precious metal deposits and advancing them toward production. We ceased exploration activities during the 1990’s and became virtually inactive. In December 2003, a group of investors purchased 80-percent of the issued and outstanding common stock from the then-controlling management team. In January 2004, we affected a one-for-four reverse split of our issued and outstanding shares of common stock and increased the number of our authorized shares of common stock to 100,000,000 with a par value of $0.001.

In February 2004, our name was changed to Timberline Resources Corporation. Since the reorganization, we have been in an exploration stage evaluating, acquiring, and exploring mineral prospects with potential for economic deposits of precious and base metals. We define a prospect as a mining property, the value of which has not been determined by exploration. In August 2008, we reincorporated into the State of Delaware pursuant to a merger agreement approved by our shareholders.

In July 2007, we closed our purchase of the Butte Highlands Gold Project. In October 2008, we announced that we had agreed to form a 50/50 joint venture at the Butte Highlands Project. In July 2009, we finalized the joint venture agreement with Highland Mining, LLC (“Highland”) to create Butte Highlands JV, LLC (“BHJV”). Under terms of the joint venture agreement, development began in the summer of 2009, with Highland funding all mine development costs through development. Both Timberline’s and Highland’s 50-percent share of costs were to be paid out of net proceeds from future mine production. On January 29, 2016, we executed a Member Interest Purchase Agreement (the “Purchase Agreement”) with New Jersey Mining Company pursuant to which we sold all of our 50% interest in BHJV.

In June 2010, we closed our acquisition of Staccato Gold Resources Ltd. (“Staccato Gold”), a Canadian-based resource company that was in the business of acquiring, exploring, and developing mineral properties with a focus on gold exploration in the dominant gold producing trends in Nevada. As a result of this acquisition, we obtained Staccato’s flagship gold exploration project (“Lookout Mountain”), and several other projects at various stages of exploration in the Battle Mountain/Eureka gold trend in north-central Nevada, along with Staccato Gold’s wholly owned U.S. subsidiary, BH Minerals USA, Inc. (“BH Minerals”).

In August 2014, we closed our acquisition of Wolfpack Gold (Nevada) Corp. (“Wolfpack US”), a U.S. company and a wholly- owned subsidiary of Wolfpack Gold Corp., a Canadian-based resource company (“Wolfpack Gold”), that was in the business of acquiring, exploring, and developing mineral properties with a focus on gold exploration in the dominant gold producing trends in Nevada. As a result of this acquisition, we obtained cash and several projects at various stages of exploration in the gold trends in Nevada.

65 Table of Contents

On March 17, 2015, Timberline signed a definitive option agreement to purchase 100% ownership in the Talapoosa Project in Nevada from Gunpoint Exploration Ltd. (Gunpoint). The Talapoosa Project is located in western Nevada and contains a resource of over 1 million ounces of gold. Under terms of the agreement Timberline paid Gunpoint $300,000 in cash and 2,000,000 shares of common stock on signing the agreement and was required to pay $10,000,000 (“Option Payment”) within 30 months of the agreement date to acquire 100% ownership, subject to significant contingent payments if the price of gold traded above US $1,600 per ounce for extended periods in the five (5) ensuing years. On October 26, 2016, the agreement was amended to extend the option exercise period to March 31, 2019 with the following schedule: payment of $1,000,000 and 1,000,000 common shares of the Company by March 31, 2017, payment of $2,000,000 and 1,000,000 common shares by March 31, 2018, and a final payment of $8,000,000 and 1.5 million common shares by March 31, 2019. Timberline chose to not make the required payment due on March 31, 2018, and, therefore, the Agreement was terminated, resulting in a $3.2 million write off of a loss on abandonment of mineral rights.

In May 2018, we entered into a definitive agreement to acquire ownership interests in two joint venture agreements in Nevada from Americas Gold Exploration, Inc (“AGEI”). The acquisition included a 73.7% interest in the Paiute property joint venture with Nevada Gold Mines LLC (“Nevada Gold”), and the opportunity to earn up to 65% ownership in the Elder Creek joint venture with McEwen Mining, Inc. The acquisition of the two joint venture ownership interests, at Elder Creek with McEwen Mining and at Paiute with Nevada Gold, from AGEI closed on August 14, 2018 for consideration of ten million shares of our common stock and five million warrants to purchase shares of our common stock. An additional five million warrants with the same terms were issued to AGEI contingent upon certain achievements. Upon closing, we became the operator at both of these joint venture projects. Timberline elected to return control and ownership of the Elder Creek property to McEwen Mining in July of 2020.

~~During~~The ~~the~~ICBM ~~year~~Joint ~~ended~~Venture ~~September~~Earn-in ~~30,~~Agreement ~~2019,~~has ~~the Company recognized an abandonment expense of $48~~expired,~~500~~ ~~relating~~and toTimberline ~~two~~vested ~~patented~~its ~~mining~~property ~~claims~~interest at ~~in the New York Canyon area of the Eureka property on which the Company had ceased making advance royalty payments~~74.1%.

OnDuring ~~June 28, 2019, we entered into a Limited Liability Company Agreement (~~the ~~“LLC”~~year ~~and~~ended ~~the~~September ~~“LLC Agreement”) with PM & Gold Mines~~30, ~~Inc. (“PM&G”) for the advanced exploration~~2019, ~~and if determined feasible,~~ the ~~development of the Lookout Mountain Gold Project, a significant portion of the~~ Company’s ~~broader~~recognized ~~Eureka~~an ~~property~~abandonment ~~located~~expense ~~on the southern end~~ of ~~the Battle Mountain-Eureka Trend near Eureka~~$48,500 ~~Nevada.~~relating ~~PM&G was a private firm incorporated in Nevada with an interest~~ to ~~explore and advance gold projects to production. The LLC Agreement called for PM&G to fund exploration and development activities in~~ two ~~stages~~patented ~~for~~mining ~~earned~~claims ~~equity~~at in the ~~project.~~New ~~Timberline~~York ~~was~~Canyon toarea ~~contribute~~of ~~certain claims that constituted~~ the ~~Lookout~~Eureka ~~Mountain~~property ~~Project~~on ~~and~~which ~~adjacent historical Oswego Mine area to~~ the ~~LLC~~Company inhad ~~exchange~~ceased ~~for~~making ~~its~~advance ~~ownership~~royalty ~~position~~payments.

~~Concurrent~~On ~~with~~June ~~completion~~28, of2019, we entered into a Limited Liability Company Agreement (the “LLC” and the “LLC Agreement,”) with PM &G ~~also~~Gold ~~participated~~Mines, inInc. a(“PM&G”) ~~private~~for ~~placement~~the advanced exploration, and ~~acquired~~if ~~3,367,441~~determined ~~shares~~feasible, orthe ~~4.99%,~~development of ~~our~~the ~~common~~Lookout ~~shares.~~Mountain ~~The~~Gold ~~placement~~Project, ~~included~~a ~~the~~significant ~~right~~portion of ~~PM&G~~the toCompany’s ~~maintain~~broader ~~its~~Eureka ~~position~~property inlocated ~~Timberline~~on bythe ~~pro~~southern end of the Battle Mountain-~~rata~~Eureka ~~participation~~Trend innear ~~future~~Eureka, ~~financings~~Nevada. ~~The~~PM&G ~~initial~~was ~~interests~~a private firm incorporated in ~~the~~Nevada ~~LLC~~with ~~were~~an ~~51%~~interest ~~PM&G~~to explore and ~~49%~~advance ~~Timberline,~~gold ~~subject~~projects to ~~PM&G’s~~production. ~~contribution~~The toLLC ~~the~~Agreement ~~LLC~~called infor ~~the~~PM&G ~~form~~to offund anexploration ~~earn-in.~~and ~~Timberline~~development ~~would~~activities ~~manage~~in ~~the~~two ~~project~~stages ~~through~~for atearned ~~least~~equity in the ~~initial~~project. ~~stage~~Timberline ofwas ~~investment,~~to atcontribute ~~which~~certain ~~time~~claims ~~PM&G~~that ~~would~~constituted ~~have~~the ~~been~~Lookout ~~vested~~Mountain atProject ~~51%~~and ~~ownership.~~adjacent ~~PM&G~~historical ~~retained~~Oswego ~~the~~Mine ~~right~~area to ~~manage~~the ~~all~~LLC ~~subsequent~~in ~~activities~~exchange ~~with~~for orits ~~without~~ownership ~~Timberline’s participation~~position.

~~Under~~Concurrent ~~terms~~with completion of the LLC Agreement, PM&G ~~committed~~also toparticipated $in a private placement and acquired 3,~~000~~367,~~000~~441 shares, or 4.99%, of ~~work~~our ~~expenditure~~common ~~during~~shares. ~~each~~The ofplacement included the ~~first~~right ~~two~~of ~~years~~PM&G ~~following~~to ~~the~~maintain ~~agreement~~its ~~effective~~position ~~date~~in ofTimberline ~~June~~by ~~28,~~pro-rata ~~2019~~participation in future financings. ~~PM&G~~The ~~committed~~initial ~~$755,605~~interests ~~towards~~in the ~~first-year~~LLC ~~obligation~~were ~~due~~51% onPM&G ~~June~~and ~~28,~~49% ~~2020~~Timberline, ~~but~~subject ~~failed~~ to ~~deliver~~PM&G’s ~~sufficient~~contribution ~~capital~~ to ~~meet~~the LLC in the ~~required~~form ~~first~~of ~~year~~an ~~investment~~earn-in. ~~Under~~Timberline ~~the~~would ~~terms~~manage of the ~~agreement,~~project ~~after~~through ~~written~~at ~~notice~~least ~~and~~the ainitial ~~30-day~~stage ~~cure~~of ~~period~~investment, at which time PM&G ~~did~~would ~~not~~have ~~cure~~been ~~the~~vested ~~matter~~at ~~and~~51% ~~thereby~~ownership. ~~resigned~~PM&G ~~from~~retained the ~~LLC~~right ~~Agreement~~to ~~giving~~manage up all ~~claims~~subsequent ~~and~~activities ~~rights~~with toor ~~the~~without ~~property.~~Timberline’s participation.

~~Overview~~Under terms of ~~Our~~the ~~Mineral~~LLC ~~Exploration~~Agreement, ~~Business~~PM&G committed to $3,000,000 of work expenditure during each of the first two years following the agreement effective date of June 28, 2019. PM&G committed $755,605 towards the first-year obligation due on June 28, 2020, but failed to deliver sufficient capital to meet the required first year investment. Under the terms of the agreement, after written notice and a 30-day cure period, PM&G did not cure the matter and thereby resigned from the LLC Agreement, giving up all claims and rights to the property.

WeOverview ~~are~~of aOur ~~mineral exploration business and, if and when we establish mineral reserves, a development company.~~ Mineral ~~exploration~~Exploration is essentially a research activity that does not produce a product. Successful exploration often results in increased project value that can be realized through the optioning or selling of the claimed site to larger companies. We acquire properties which we believe have potential to host economic concentrations of minerals, particularly gold and silver. These acquisitions have and may take the form of unpatented mining claims on federal land, or leasing claims on private property owned by others. An unpatented mining claim is an interest that can be acquired in the mineral rights on open lands of the federally-owned public domain. Claims are staked in accordance with the Mining Law of 1872, recorded with the federal government pursuant to laws and regulations established by the Bureau of Land Management (the Federal agency that administers America’s public lands), that grant the holder of the claim a possessory interest in the mineral rights, subject to the paramount title of the United States. Business

7We ~~Table~~are a mineral exploration business and, if and when we establish mineral reserves, a development company. Mineral exploration is essentially a research activity that does not produce a product. Successful exploration often results in increased project value that can be realized through the optioning or selling of ~~Contents~~the claimed site to larger companies. We acquire properties which we believe have potential to host economic concentrations of minerals, particularly gold and silver. These acquisitions have and may take the form of unpatented mining claims on federal land, or leasing claims on private property owned by others. An unpatented mining claim is an interest that can be acquired in the mineral rights on open lands of the federally owned public domain. Claims are staked in accordance with the Mining Law of 1872, recorded with the federal government pursuant to laws and regulations established by the Bureau of Land Management (the Federal agency that administers America’s public lands), that grant the holder of the claim a possessory interest in the mineral rights, subject to the paramount title of the United States.

We6 ~~perform~~Table ~~geological work to identify specific drill targets on the properties, and then collect subsurface samples by drilling to confirm the presence~~ of mineralization (the presence of economic minerals in a specific area or geological formation). We may enter into option and joint venture agreements with other companies to fund further exploration and/or development work. It is our plan to focus on assembling a high-quality group of gold and silver exploration prospects using the experience and contacts of the management group. By such prospects, we mean properties that may have been previously identified by third parties, including prior owners such as exploration companies, as mineral prospects with potential for economic mineralization. Often these properties have been sampled, mapped and sometimes drilled, usually with indefinite results. Accordingly, such acquired projects will either have some prior exploration history or will have strong similarity to a recognized geologic ore deposit model. We place geographic emphasis on the western United States, and Nevada in particular. Contents

~~The~~We ~~focus~~perform ofgeological ~~our~~work ~~activity~~to ~~has~~identify ~~been~~specific todrill ~~acquire~~targets on the properties, ~~that~~and wethen ~~believe~~collect subsurface samples by drilling to beconfirm ~~undervalued,~~the ~~including~~presence ~~those~~of ~~that~~mineralization we(the ~~believe~~presence of economic minerals in a specific area or geological formation). We may enter into option and joint venture agreements with other companies to ~~hold~~fund ~~previously~~further ~~unrecognized~~exploration ~~mineral~~and/or ~~potential~~development work. ~~Properties~~It ~~have~~is ~~been~~our ~~acquired~~plan ~~through~~to ~~the~~focus ~~location~~on assembling a high-quality group of ~~unpatented~~gold ~~mining~~and ~~claims~~silver ~~(which~~exploration ~~allow~~prospects using the ~~claimholder~~experience and contacts of the ~~right~~management togroup. ~~mine~~By ~~the~~such ~~minerals~~prospects, ~~without~~we ~~holding~~mean ~~title~~properties tothat ~~the~~may ~~property),~~have orbeen previously identified by ~~negotiating~~third ~~lease/option~~parties, ~~agreements.~~including ~~Our~~prior ~~President~~owners ~~and~~such ~~CEO,~~as ~~Patrick~~exploration ~~Highsmith~~companies, ~~our~~as ~~Vice~~mineral ~~President~~prospects ~~Exploration,~~with Drpotential for economic mineralization. ~~Steven~~Often ~~Osterberg~~these properties have been sampled, mapped and ~~our~~sometimes ~~CFO~~drilled, ~~Ted~~usually ~~Sharp~~with indefinite results. Accordingly, assuch ~~well~~acquired asprojects ~~our~~will ~~Directors,~~either have ~~experience~~some inprior ~~evaluating,~~exploration ~~staking~~history ~~and~~or ~~filing~~will ~~unpatented~~have ~~mining~~strong ~~claims,~~similarity ~~and~~to ina ~~negotiating~~recognized ~~and~~geologic ~~preparing~~ore ~~transactional~~deposit ~~agreements~~model. inWe ~~connection~~place ~~with~~geographic ~~those~~emphasis ~~mining~~on ~~claims,~~the ~~including~~western ~~option~~United States, and JVNevada orin ~~mineral lease agreements~~particular.

The ~~geologic~~focus ~~potential~~of ~~and~~our ~~ore~~activity ~~deposit~~has ~~models~~been ~~have~~to ~~been~~acquire ~~defined~~properties ~~and~~that ~~specific~~we ~~drill~~believe ~~targets~~to ~~identified~~be onundervalued, ~~the~~including ~~majority~~those ofthat ~~our~~we ~~properties.~~believe ~~Our~~to ~~property~~hold ~~evaluation~~previously ~~process~~unrecognized ~~involves~~mineral ~~using~~potential. ~~geologic~~Properties ~~fieldwork~~have tobeen ~~perform~~acquired anthrough ~~initial~~the ~~evaluation~~location of aunpatented ~~property.~~mining Ifclaims ~~the~~(which ~~evaluation~~allow isthe ~~positive,~~claimholder wethe ~~seek~~right to ~~acquire~~mine ~~it,~~the ~~either~~minerals bywithout ~~staking~~holding ~~unpatented~~title ~~mining~~to ~~claims~~the ~~on open public domain~~property), or by ~~leasing~~negotiating orlease/option ~~optioning~~agreements. ~~the~~Our ~~property~~President ~~from~~and ~~the~~CEO, ~~owner~~Patrick ofHighsmith, ~~private~~our ~~property~~Vice orPresident ~~the~~Exploration, ~~owner of unpatented claims~~Dr. ~~Once~~Steven ~~acquired~~Osterberg, weand ~~then~~our ~~typically~~CFO, ~~make~~Ted aSharp, ~~more~~as ~~detailed~~well ~~evaluation~~as ofour ~~the~~Directors, ~~property.~~have ~~This~~experience ~~detailed~~in ~~evaluation~~evaluating, ~~involves~~staking ~~expenditures~~and ~~for~~filing ~~exploration~~unpatented ~~work~~mining ~~which~~claims, ~~may~~and ~~include~~in ~~rock~~negotiating and ~~soil~~preparing ~~sampling,~~transactional ~~geologic~~agreements ~~mapping,~~in ~~geophysics,~~connection ~~trenching,~~with ~~drilling,~~those ormining ~~other~~claims, ~~means~~including tooption ~~determine~~and ifJV ~~economic~~or ~~mineralization~~mineral islease ~~present on the property~~agreements.

~~Portions~~The geologic potential and ore deposit models have been defined and specific drill targets identified on the majority of our ~~mineral~~ properties. atOur ~~September~~property 30evaluation process involves using geologic fieldwork to perform an initial evaluation of a property. If the evaluation is positive, ~~2022~~we ~~are~~seek ~~owned~~to acquire it, either by ~~third~~staking ~~parties~~unpatented ~~and~~mining ~~leased~~claims toon usopen public domain, or ~~carry~~by aleasing ~~financial~~or ~~commitment~~optioning the property from usthe owner of private property or the owner of unpatented claims. Once acquired, aswe ~~outlined~~then intypically make a more detailed evaluation of the ~~following~~property. ~~table:~~This detailed evaluation involves expenditures for exploration work which may include rock and soil sampling, geologic mapping, geophysics, trenching, drilling, or other means to determine if economic mineralization is present on the property.

Property Name	Third Party	Number of Claims	Area	Agreements/Royalties
Lookout Mountain (Eureka)	Rocky Canyon Mining Company	373	6,368 acres	3.5% NSR + 1.5% NSR capped at $1.5 million (excludes Trevor and Dave claims); 20-year lease term commencing June 1, 2008; annual advanced royalty payment of $72,000.
Silverado	Silver International	10	100	1% NSR + $10,000 Annual lease payment
Seven Troughs	Slash, Inc.	302	4,030	2% NSR; 50-year lease term commencing December 31, 1975; no annual lease payments;
Paiute (ICBM JV with LAC Minerals)	Nevada Gold Mines by assignment from LAC Minerals (USA) LLC	65	1,343 acres	ICBM Joint Venture Earn-in; 60% ownership for $300,000 work commitment with standard dilution thereafter; historical expenditures by ICBM and Timberline combined bring current Timberline ownership to 76.1%.

Portions of our mineral properties at September 30, 2023 are owned by third parties and leased to us, or carry a financial commitment from us, as outlined in the following table:

In the case of properties deemed to be of higher risk due to higher cost exploration or those that host commodities of lesser interest to Timberline (such as base metals), we may choose to present them to larger companies for strategic partnerships. Our strategy is intended to maximize the abilities and skills of the management group, conserve capital, and provide superior leverage for investors.

Property Name	Third Party	Number of Claims	Area	Agreements/ Royalties
Lookout Mountain (Eureka)	Rocky Canyon Mining Company	373	6,368 acres	3.5% NSR + 1.5% NSR capped at $1.5 million (excludes Trevor and Dave claims); 20-year lease term commencing June 1, 2008; annual advanced royalty payment of $72,000.
Silverado	Silver International	10	100 acres	1% NSR + $10,000 Annual lease payment
Seven Troughs	Slash, Inc.	302	4,030 acres	2% NSR; 50-year lease term commencing December 31, 1975; no annual lease payments;
Paiute	Nevada Gold Mines by assignment from LAC Minerals (USA) LLC	65	1,343 acres	ICBM Joint Venture Earn-in Agreement expired. Timberline vested property interest at 74.1%.

8In ~~Table~~the case of ~~Contents~~properties deemed to be of higher risk due to higher cost exploration or those that host commodities of lesser interest to Timberline (such as base metals), we may choose to present them to larger companies for strategic partnerships. Our strategy is intended to maximize the abilities and skills of the management group, conserve capital, and provide superior leverage for investors.

~~For~~7 ~~our~~Table ~~gold and silver prospects where drilling costs are reasonable and the likelihood~~ of success seems favorable, we will undertake our own drilling. The target depths, the tenor of mineralization on the surface, and the general geology of the area are all factors that determine the risk as calculated by us in conducting a drilling operation. Mineral exploration is a research and development activity and is, by definition, a high-risk business that relies on numerous untested assumptions and variables. Accordingly, we make our decisions on a project-by-project basis. We do not have any steadfast formula that we apply in determining the reasonableness of drilling costs in comparison to the likelihood of success, i.e., in determining whether the probability of success seems “favorable.” Contents

~~Our~~For ~~Competition~~our gold and silver prospects where drilling costs are reasonable and the likelihood of success seems favorable, we will undertake our own drilling. The target depths, the tenor of mineralization on the surface, and the general geology of the area are all factors that determine the risk as calculated by us in conducting a drilling operation. Mineral exploration is a research and development activity and is, by definition, a high-risk business that relies on numerous untested assumptions and variables. Accordingly, we make our decisions on a project-by-project basis. We do not have any steadfast formula that we apply in determining the reasonableness of drilling costs in comparison to the likelihood of success, i.e., in determining whether the probability of success seems “favorable.”

~~The~~Our ~~mineral~~Competition exploration industry is intensely competitive in all phases. In our mineral exploration activities, we compete with many companies possessing greater financial resources and technical facilities than we do for the acquisition of mineral concessions, claims, leases, and other mineral interests as well as for the recruitment and retention of qualified employees, including mining engineers, geologists, and other skilled mining professionals. We use consultants and compete with other mining companies for the man hours of consulting time required to complete our studies. We also compete with other mining companies for exploration and development equipment and services. We must overcome significant barriers to enter into the business of mineral exploration as a result of our limited operating history.

WeThe ~~cannot~~mineral ~~assure~~exploration ~~the~~industry ~~reader~~is ~~that~~intensely wecompetitive ~~will~~in beall ~~able~~phases. toIn our mineral exploration activities, we compete inwith ~~any~~many ofcompanies ~~our~~possessing ~~business~~greater ~~areas~~financial ~~effectively~~resources ~~with~~and ~~current~~technical orfacilities ~~future~~than ~~competitors~~we ordo ~~that~~for the ~~competitive~~acquisition ~~pressures~~of ~~faced~~mineral byconcessions, usclaims, ~~will~~leases, ~~not~~and ~~have~~other amineral ~~material~~interests ~~adverse~~as ~~effect~~well onas ~~our~~for ~~business~~the recruitment and retention of qualified employees, ~~financial~~including ~~condition~~mining engineers, geologists, and other skilled mining professionals. We use consultants and compete with other mining companies for the man hours of consulting time required to complete our studies. We also compete with other mining companies for exploration and development equipment and services. We must overcome significant barriers to enter into the business of mineral exploration as a result of our limited operating ~~results~~history.

~~Our~~We ~~Offices~~cannot assure the reader that we will be able to compete in any of our business areas effectively with current or future competitors or that the competitive pressures faced by us will not have a material adverse effect on our business, financial condition, and ~~Other~~operating ~~Facilities~~results.

WeOur ~~currently~~Offices ~~maintain~~and ~~our~~Other ~~administrative~~Facilities ~~office at 101 East Lakeside Ave., Coeur d’Alene, ID 83814. The telephone number is (866) 513-4859 (toll free) or (208) 664-4859. We also maintain warehouse space in Eureka, NV 89316.~~

~~Our~~We ~~Employees~~currently maintain our administrative office at 9030 North Hess St., Suite 161, Hayden, ID 83835. The telephone number is (866) 513-4859 (toll free) or (208) 664-4859. We also maintain warehouse space in Eureka, NV 89316.

WeOur ~~are~~Employees an exploration company and currently have three employees. Management engages independent consultants under contract arrangements as necessary to execute on company strategies at the current early exploration stage of our work and expects to hire staff and additional management as necessary for implementation of our business plan.

~~Regulation~~We are an exploration company and currently have three employees. Management engages independent consultants under contract arrangements as necessary to execute on company strategies at the current early exploration stage of our work and expects to hire staff and additional management as necessary for implementation of our business plan.

~~The~~Regulation exploration and mining industries operate in a legal environment that requires permits to conduct virtually all operations. These permits are required by local, state, and federal government agencies. Federal agencies that may be involved include: the U.S. Forest Service (USFS), Bureau of Land Management (BLM), Environmental Protection Agency (EPA), National Institute for Occupational Safety and Health (NIOSH), the Mine Safety and Health Administration (MSHA), and the Fish and Wildlife Service (FWS). Individual states also have various environmental regulatory bodies, such as Departments of Ecology. Local authorities, usually counties, also have control over mining activity. The various permits address such issues as prospecting, development, production, labor standards, taxes, occupational health and safety, toxic substances, air quality, water use, water discharge, water quality, noise, dust, wildlife impacts, as well as other environmental and socioeconomic issues.

~~Prior~~The toexploration ~~receiving~~and ~~the~~mining ~~necessary~~industries ~~permits~~operate toin ~~explore or mine,~~ a ~~mine~~legal ~~operator~~environment ~~must~~that ~~comply~~requires ~~with~~permits ~~all~~to ~~regulatory~~conduct ~~requirements~~virtually ~~imposed by~~ all ~~governmental authorities having jurisdiction over the project area~~operations. ~~Very~~These ~~often, in order to obtain the requisite~~ permits, ~~the~~are ~~operator~~required ~~must~~by ~~have its land reclamation~~local, ~~restoration~~state, orand ~~replacement~~federal ~~plans~~government ~~pre-approved~~agencies. ~~Specifically,~~Federal ~~the~~agencies ~~operator~~that ~~must~~may ~~present~~be ~~its~~involved ~~plan~~include: ~~as to how it intends to restore or replace~~ the ~~affected area~~U.S. ~~Often~~Forest ~~all~~Service or(USFS), ~~any~~Bureau of ~~these~~Land ~~requirements~~Management ~~can~~(BLM), ~~cause~~Environmental ~~delays~~Protection orAgency ~~involve~~(EPA), ~~costly~~National ~~studies~~Institute orfor ~~alterations~~Occupational ofSafety ~~the~~and ~~proposed~~Health ~~activity or time frame of operations~~(NIOSH), inthe ~~order~~Mine toSafety ~~mitigate impacts. All of these factors make it more difficult~~ and ~~costlier~~Health toAdministration ~~operate~~(MSHA), and ~~have~~the aFish ~~negative~~ and ~~sometimes~~Wildlife ~~fatal~~Service ~~impact~~(FWS). onIndividual ~~the~~states ~~viability~~also ofhave ~~the~~various ~~exploration~~environmental orregulatory ~~mining operation. Finally~~bodies, itsuch isas ~~possible~~Departments ~~that~~of ~~future~~Ecology. ~~changes~~Local inauthorities, ~~these~~usually ~~laws~~counties, oralso ~~regulations could~~ have acontrol ~~significant~~over ~~impact~~mining onactivity. ~~our~~The ~~business,~~various ~~causing~~permits ~~those~~address ~~activities~~such toissues beas ~~economically~~prospecting, ~~re-evaluated~~development, atproduction, ~~that~~labor ~~time.~~standards, ~~For~~taxes, aoccupational ~~more~~health ~~detailed discussion of governmental~~ and ~~environmental~~safety, ~~regulatory~~toxic ~~requirements~~substances, ~~applicable~~air toquality, ~~our~~water ~~mineral~~use, ~~exploration~~water ~~business~~discharge, ~~see~~water ~~the~~quality, ~~section~~noise, ~~titled~~dust, ~~“Description~~wildlife ofimpacts, ~~Properties~~as -well ~~Overview~~as ofother ~~Regulatory,~~environmental ~~Economic~~ and ~~Environmental~~socioeconomic ~~Issues” below~~issues.

9Prior ~~Table~~to receiving the necessary permits to explore or mine, a mine operator must comply with all regulatory requirements imposed by all governmental authorities having jurisdiction over the project area. Very often, in order to obtain the requisite permits, the operator must have its land reclamation, restoration, or replacement plans pre-approved. Specifically, the operator must present its plan as to how it intends to restore or replace the affected area. Often all or any of ~~Contents~~these requirements can cause delays or involve costly studies or alterations of the proposed activity or time frame of operations, in order to mitigate impacts. All of these factors make it more difficult and costlier to operate and have a negative and sometimes fatal impact on the viability of the exploration or mining operation. Finally, it is possible that future changes in these laws or regulations could have a significant impact on our business, causing those activities to be economically re-evaluated at that time. For a more detailed discussion of governmental and environmental regulatory requirements applicable to our mineral exploration business see the section titled “Description of Properties - Overview of Regulatory, Economic and Environmental Issues” below.

Reclamation

We generally are required to mitigate long-term environmental impacts of prospecting and drilling activities, which are normally minor but may require contouring, re-sloping and re-vegetating roads and drill sites. Similarly, the greater impacts of mining and mineral processing operations must also be mitigated by stabilizing, contouring, re-sloping and re-vegetating various portions of a site after operations are completed. These reclamation efforts are conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies, and may require us to remit cash to pay for reclamation bonds. Should we cease operations without performing the required reclamation, these bonds would cover the cost of reclamation activities to be performed by the regulatory agency.

~~The~~8 ~~Commodities~~Table ~~Market~~of Contents

The ~~prices~~Commodities ofMarket gold and silver have fluctuated during the last several years, with the prices of gold and silver falling to their lowest levels in the past several years in 2015 and early 2016, before rebounding. In 2017, gold traded between approximately $1,151 and $1,346 per ounce. In 2018, gold traded between approximately $1,175 and $1,355 per ounce. In 2019, gold traded between approximately $1,270 and $1,547 per ounce. In 2020, gold traded between approximately $1,474 and $2,067 per ounce. In 2021, gold traded between $1,683 and $1,943 per ounce. The price of gold was $2,039 per ounce in March 2022, but traded considerably lower during the year, reaching as low as $1,634 per ounce in September 2022, before rising back up to approximately $1,816 at the time of this writing. All of these gold prices are based on the London PM Fix Price per troy ounce of gold in U.S. dollars.

The prices of gold and silver have fluctuated during the last several years, with the prices of gold and silver falling to their lowest levels in the past several years in 2015 and early 2016, before rebounding. In 2017, ~~silver~~gold traded between approximately $~~15.22~~1,151 and $~~18.56~~1,346 per ounce. In 2018, ~~silver~~gold traded between approximately $~~13.97~~1,175 and $~~17.52~~1,355 per ounce. In 2019, ~~silver~~gold traded between approximately $~~14.38~~1,270 and $~~19.42~~1,547 per ounce. In 2020, ~~silver~~gold traded between approximately $~~12.01~~1,474 and $~~28.89~~2,067 per ounce. In 2021, ~~silver~~gold traded between $211,683 and $1,943 per ounce.52 In 2022, gold traded between approximately $1,634 and $292,039 per ounce.~~58.~~ The price of ~~silver~~gold was $~~26.17~~2,048 per ounce in ~~March~~April ~~2022~~2023, ~~and~~but ~~continued~~traded toconsiderably ~~drop~~lower toduring athe year, reaching as low ofas $~~17.77~~1,628 per ounce in ~~September~~November 2022, before ~~settling~~rising atback up to approximately $242,032 at the time of this writing. All of these ~~silver~~gold prices are based on the London PM Fix Price per troy ounce of ~~silver~~gold in U.S. dollars.

~~Seasonality~~In 2017, silver traded between approximately $15.22 and $18.56 per ounce. In 2018, silver traded between approximately $13.97 and $17.52 per ounce. In 2019, silver traded between approximately $14.38 and $19.42 per ounce. In 2020, silver traded between approximately $12.01 and $28.89 per ounce. In 2021, silver traded between $21.52 and $29.58. In 2022, silver traded between $17.77 and $26.17 per ounce. The price of silver was $18.39 per ounce in October 2022, and continued to rise to a high of $26.02 in April 2023 before settling at approximately $24.19 at the time of this writing. All of these silver prices are based on the London Fix Price per troy ounce of silver in U.S. dollars.

Seasonality ~~in Nevada is not a material factor to our operations. Certain surface exploration work may need to be conducted when there is no snow on the ground, but it is not a material issue.~~

~~ITEM~~Seasonality 1Ain Nevada is not a material factor to our operations. ~~RISK~~Certain ~~FACTORS~~surface exploration work may need to be conducted when there is no snow on the ground, but it is not a material issue.

AnITEM investment in an exploration stage mining company such as ours involves an unusually high degree of risk, known and unknown, present and potential, including, but not limited to the risks enumerated below1A. RISK FACTORS

~~Failure~~An toinvestment ~~successfully~~in ~~address~~an ~~the~~exploration ~~risks~~stage ~~and~~mining ~~uncertainties~~company ~~described~~such ~~below~~as ~~could~~ours ~~have~~involves aan ~~material~~unusually ~~adverse~~high ~~effect~~degree onof ~~our business~~risk, ~~financial~~known ~~condition~~ and~~/or~~ ~~results of operations~~unknown, ~~and~~present ~~the trading price of our common stock may decline~~ and ~~investors~~potential, ~~may~~including, ~~lose~~but ~~all~~not orlimited ~~part~~to ofthe ~~their investment. We cannot assure you that we will successfully address these~~ risks orenumerated ~~other unknown risks that may affect our business~~below.

~~Estimates~~Failure ofto ~~mineralized~~successfully ~~material~~address ~~are~~the ~~forward-looking~~risks ~~statements~~and ~~inherently~~uncertainties ~~subject~~described tobelow ~~error.~~could ~~Although~~have ~~mineralization and reserve estimates require~~ a ~~high~~material ~~degree~~adverse ofeffect ~~assurance~~on inour ~~the underlying data when the estimates are made~~business, ~~unforeseen~~financial ~~events~~condition and ~~uncontrollable factors can have significant adverse~~ /or ~~positive~~results ~~impacts~~of onoperations, and the ~~estimates.~~trading ~~Actual~~price ~~results~~of ~~will~~our ~~inherently~~common ~~differ~~stock ~~from~~may ~~estimates.~~decline ~~The unforeseen events~~ and ~~uncontrollable~~investors ~~factors~~may ~~include:~~lose ~~geologic~~all ~~uncertainties~~or ~~including~~part ~~inherent~~of ~~sample~~their ~~variability,~~investment. ~~metal~~We ~~price~~cannot ~~fluctuations,~~assure ~~variations~~you inthat ~~mining~~we ~~and~~will ~~processing~~successfully ~~parameters,~~address ~~and~~these ~~adverse~~risks ~~changes in environmental~~ or ~~mining~~other ~~laws~~unknown ~~and~~risks ~~regulations.~~that Wemay ~~cannot~~affect ~~accurately~~our ~~predict the timing and effects of variances from estimated values~~business.

~~Risks~~Estimates ~~Related~~of mineralized material are forward-looking statements inherently subject to ~~Our~~error. ~~Company~~Although mineralization and reserve estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. We cannot accurately predict the timing and effects of variances from estimated values.

~~Our~~Risks ~~ability~~Related to ~~operate~~Our asCompany ~~a going concern is in doubt.~~

~~The~~Our ~~audit opinion and notes that accompany our consolidated financial statements for the year ended September 30, 2022, disclose a ‘going concern’ qualification to our~~ ability to ~~continue~~operate ~~in business. The accompanying consolidated financial statements have been prepared under the assumption that we will continue~~ as a going concern. Weis have incurred losses since our inception. We have sufficient cash to fund normal operations and meet all of our obligations for the next 12 months. As of September 30, 2022, we have working capital of approximately $1.4 million. However, we are an exploration company with exploration programs that require significant cash expenditures. A significant drilling program, such are those we have planned, can result in ~~depletion of cash and return us to a position of insufficient cash to support normal operations for 12 months~~doubt.

~~Full~~The ~~disclosure~~audit ofopinion and notes that accompany our consolidated financial statements for the year ended September 30, 2023, disclose a ‘going concern’ qualification ~~appears~~to our ability to continue in ~~Part~~business. ~~II,~~The ~~Item~~accompanying 7consolidated -financial ~~Financial~~statements ~~Condition~~have ~~and~~been ~~Liquidity,~~prepared under the assumption that we will continue as a going concern. We have incurred losses since our inception. We do not have sufficient cash to fund normal operations and ~~also~~meet inall of our obligations for the ~~notes~~next 12 months. As of September 30, 2023, we have negative working capital of approximately $108,000. We will need to raise funds in the ~~financial~~form ~~statements~~of ~~(See~~equity ~~Note~~or 2debt –financings ~~Summary~~to offund ~~Significant~~normal ~~Accounting~~operations ~~Policies~~for the next 12 months.)

10Full ~~Table~~disclosure of ~~Contents~~the going concern qualification appears in Part II, Item 7 - Financial Condition and Liquidity, and also in the notes to the financial statements (See Note 2 – Summary of Significant Accounting Policies.)

We9 ~~have~~Table ~~a limited operating history on which to base an evaluation~~ of ~~our business and prospects.~~ Contents

~~Although~~We we have been in the business of exploring mineral properties since our incorporation in 1968, we were inactive for many years prior to our new management in 2004. Since 2004, we have not yet established any mineral reserves. As a ~~result,~~limited we have not had any revenues from our exploration activities. While we have had a wholly-owned drilling services subsidiary which has generated revenues in past fiscal years, we no longer own that business. In addition, our operating history ~~has~~on ~~been~~which ~~restricted~~ to ~~the~~base ~~acquisition and exploration of our mineral properties, and this does not provide a meaningful basis for~~ an evaluation of our ~~prospects~~business ~~if we ever determine that we have a mineral reserve~~ and ~~commence the construction and operation of a mine~~prospects. Other than through conventional and typical exploration methods and procedures, we have no additional way to evaluate the likelihood of whether our mineral properties contain any mineral reserves or, if they do that they will be operated successfully. As a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:

·Although ~~completion~~we have been in the business of ~~feasibility~~exploring ~~studies~~mineral toproperties ~~verify~~since ~~reserves~~our ~~and~~incorporation ~~commercial~~in ~~viability~~1968, ~~including~~we ~~the~~were ~~ability~~inactive for many years prior to ~~find~~our ~~sufficient~~new ~~gold~~management ~~reserves~~in to2004. ~~support~~Since a2004, ~~commercial~~we ~~mining~~have ~~operation;~~not ·yet ~~the~~established ~~timing~~any ~~and~~mineral ~~cost~~reserves. As a result, ~~which~~we ~~can~~have benot ~~considerable,~~had ofany ~~further~~revenues from our exploration, ~~preparing~~activities. ~~feasibility~~While ~~studies,~~we ~~permitting~~have ~~and~~had ~~construction~~a ofwholly ~~infrastructure~~owned drilling services subsidiary which has generated revenues in past fiscal years, ~~mining~~we no longer own that business.In addition, ~~and~~our ~~processing~~operating ~~facilities;~~history ·has been restricted to the ~~availability~~acquisition and ~~costs~~exploration of ~~drill~~our ~~equipment~~mineral properties, ~~exploration~~and ~~personnel,~~this ~~skilled~~does ~~labor,~~not ~~and~~provide ~~mining~~a ~~and~~meaningful ~~processing~~basis ~~equipment,~~for ifan ~~required;~~evaluation ·of ~~compliance~~our ~~with~~prospects ~~environmental~~if ~~and~~we ~~other~~ever ~~governmental~~determine ~~approval~~that ~~and~~we ~~permit~~have ~~requirements;~~a ·mineral ~~the~~reserve ~~availability~~and ofcommence ~~funds~~the toconstruction ~~finance~~and ~~exploration,~~operation ~~development,~~of ~~and~~a ~~construction~~mine.Other ~~activities,~~than asthrough ~~warranted;~~conventional ·and ~~potential~~typical ~~opposition~~exploration ~~from~~methods ~~non-governmental~~and ~~organizations~~procedures, ~~environmental~~we ~~groups,~~have ~~local~~no ~~groups,~~additional orway ~~local~~to ~~inhabitants~~evaluate ~~which~~the ~~may~~likelihood ~~delay~~of orwhether ~~prevent~~our ~~development~~mineral ~~activities;~~properties ·contain ~~potential~~any ~~increases~~mineral inreserves ~~exploration~~or, ~~construction,~~if ~~and~~they ~~operating~~do ~~costs~~that ~~due~~they towill ~~changes~~be inoperated ~~the~~successfully.As ~~cost~~a ~~of fuel~~result, ~~labor,~~we ~~power,~~are ~~materials,~~subject ~~and~~to ~~supplies;~~all ~~and~~of ·the ~~potential~~risks ~~shortages~~associated ofwith ~~mineral~~developing ~~processing,~~and ~~construction,~~establishing new mining operations and ~~other~~business ~~facilities-related~~enterprises ~~supplies.~~including:

~~The~~· ~~costs,~~completion ~~timing,~~of ~~and~~feasibility ~~complexities~~studies ofto ~~exploration,~~verify ~~development,~~reserves and ~~construction~~commercial ~~activities~~viability, ~~may~~including bethe ~~increased~~ability byto ~~the~~find ~~location~~sufficient ofgold ~~our~~reserves ~~properties~~to ~~and~~support ~~demand~~a bycommercial ~~other~~mining ~~mineral~~operation; ~~exploration~~· the timing and ~~mining~~cost, ~~companies.~~which Itcan isbe ~~common~~considerable, inof further exploration, ~~programs~~preparing tofeasibility ~~experience~~studies, ~~unexpected~~permitting ~~problems~~and construction of infrastructure, mining, and ~~delays~~processing ~~during~~facilities; ~~drill~~· ~~programs~~the availability and, ifcosts ~~warranted~~of drill equipment, ~~development~~exploration personnel, ~~construction~~skilled labor, and ~~mine~~mining ~~start-up.~~and ~~Accordingly~~processing equipment, ~~our~~if ~~activities~~required; ~~may~~· ~~not~~compliance ~~result~~with inenvironmental ~~profitable~~and ~~mining~~other ~~operations~~governmental approval and wepermit ~~may~~requirements; ~~not~~· ~~succeed~~the inavailability ~~establishing~~of ~~mining~~funds ~~operations~~to orfinance ~~profitably~~exploration, ~~producing~~development, ~~metals~~and atconstruction ~~any~~activities, ofas ~~our~~warranted; ~~properties.~~· ~~There~~potential isopposition nofrom ~~history~~non-governmental ~~upon~~organizations, ~~which~~environmental togroups, ~~base~~local ~~any~~groups, ~~assumption~~or aslocal toinhabitants ~~the~~which ~~likelihood~~may ~~that~~delay weor ~~will~~prevent ~~prove~~development ~~successful~~activities; · potential increases in exploration, construction, and weoperating ~~can~~costs ~~provide~~due ~~investors~~to ~~with~~changes noin ~~assurance~~the ~~that~~cost weof ~~will~~fuel, ~~generate~~labor, ~~any~~power, ~~operating~~materials, ~~revenues~~and orsupplies; ~~ever~~and ~~achieve~~· ~~profitable~~potential ~~operations.~~shortages of mineral processing, construction, and other facilities-related supplies.

WeThe ~~have~~costs, atiming, ~~history~~and complexities of ~~losses~~exploration, development, and ~~expect~~construction toactivities ~~continue~~may be increased by the location of our properties and demand by other mineral exploration and mining companies. It is common in exploration programs to ~~incur~~experience ~~losses~~unexpected problems and delays during drill programs and, if warranted, development, construction, and mine start-up. Accordingly, our activities may not result in profitable mining operations and we may not succeed in establishing mining operations or profitably producing metals at any of our properties. There is no history upon which to base any assumption as to the ~~future~~likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

We have ~~incurred~~a ~~losses~~history ~~since~~of ~~inception~~losses and expect to continue to incur losses in the future. ~~We incurred the following net losses during each of the following periods:~~

·We ~~$5,961,907~~have ~~for~~incurred ~~the~~losses ~~year~~since ~~ended~~inception ~~September~~and ~~30,~~expect ~~2022~~to ·continue ~~$4,707,815~~to ~~for~~incur ~~the~~losses ~~year~~in ~~ended~~the ~~September~~future. ~~30,~~We ~~2021;~~incurred ~~and~~the ·following ~~$3,377,091~~net ~~for~~losses ~~the~~during ~~year~~each ~~ended~~of ~~September~~the ~~30,~~following ~~2020~~periods:

We· ~~had an accumulated deficit of approximately~~ $~~74.3~~2,180,344 ~~million~~for asthe ofyear ended September 30, ~~2022.~~2023 We· expect to continue to incur losses unless and until such time as one of our properties enters into commercial production and generates sufficient revenues to fund continuing operations. We recognize that if we are unable to generate significant revenues from mining operations and dispositions of our properties$5,961,907 wefor ~~will~~the ~~not~~year beended ~~able~~September ~~to earn profits or continue operations. At this early stage of our operation~~30, we2022; ~~also~~and ~~expect~~· ~~to face the risks~~$4, ~~uncertainties~~707,815 ~~expenses,~~for ~~and difficulties frequently encountered by companies at~~ the ~~start-up~~year ~~stage~~ended ofSeptember ~~their~~30, business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.2021

~~Risks~~We ~~Associated~~had ~~with~~an ~~Mining~~accumulated deficit of approximately $76.5 million as of September 30, 2023. We expect to continue to incur losses unless and ~~Exploration~~until such time as one of our properties enters into commercial production and generates sufficient revenues to fund continuing operations. We recognize that if we are unable to generate significant revenues from mining operations and dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses, and difficulties frequently encountered by companies at the start-up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.

~~All~~Risks ofAssociated ~~our~~with ~~properties~~Mining are in the exploration stage. There is no assurance that we can establish the existence of any mineral reserve on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from these properties, and if we do not do so, and are unable to joint venture or sell the properties, we will lose all of the funds that we expend on exploration. If we do not discover any mineral reserve in a commercially exploitable quantity, our business could fail. Exploration

WeAll ~~have not established that any~~ of our ~~mineral~~ properties ~~contain~~are ~~any~~in ~~mineral~~the ~~reserves~~exploration ~~according~~stage. toThere ~~recognized~~is ~~reserve~~no ~~guidelines, nor can there be any~~ assurance that we ~~will~~can beestablish ~~able~~the toexistence doof ~~so.~~any A mineral reserve ison ~~defined~~any byof ~~the~~our ~~SEC~~properties in ~~its~~commercially ~~Regulation~~exploitable ~~S-K~~quantities. ~~subpart~~Until ~~1300~~we ascan ~~that~~do ~~part~~so, ofwe acannot ~~mineral~~earn ~~deposit,~~any ~~which~~revenues ~~could~~from bethese ~~economically~~properties, and ~~legally~~if ~~extracted~~we ordo ~~produced~~not atdo ~~the~~so, ~~time~~and ofare ~~the~~unable ~~reserve~~to ~~determination.~~joint ~~The~~venture ~~probability~~or ofsell anthe ~~individual~~properties, ~~prospect~~we ~~ever~~will ~~having~~lose aall ~~"reserve" that meets the requirements~~ of the ~~SEC's~~funds ~~Regulation~~that ~~S-K~~we ~~subpart~~expend ~~1300~~on ~~is remote~~exploration. ~~Even~~If if we do ~~eventually~~not discover aany mineral reserve onin ~~one or more of our properties, there can be no assurance that they can be developed into producing mines to extract those minerals. Both mineral exploration and development involve~~ a ~~high~~commercially ~~degree~~exploitable ~~of risk~~quantity, ~~and~~our ~~few~~business ~~properties~~could ~~that are explored are ultimately developed into producing mines~~fail.

11We ~~Table~~have not established that any of ~~Contents~~our mineral properties contain any mineral reserves according to recognized reserve guidelines, nor can there be any assurance that we will be able to do so. A mineral reserve is defined by the SEC in its Regulation S-K subpart 1300 as that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the SEC's Regulation S-K subpart 1300 is remote. Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that they can be developed into producing mines to extract those minerals. Both mineral exploration and development involve a high degree of risk, and few properties that are explored are ultimately developed into producing mines.

~~The~~10 ~~commercial~~Table ~~viability~~ of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade, and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as a smelter, roads, a point for shipping, government regulation, and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable. Contents

~~Mineral~~The ~~operations~~commercial ~~are~~viability ~~subject~~of toan ~~applicable~~established ~~law~~mineral ~~and~~deposit ~~government~~will ~~regulation.~~depend ~~Even~~on ifa wenumber ~~discover~~of afactors ~~mineral~~including, ~~reserve~~by inway aof ~~commercially~~example, ~~exploitable~~the ~~quantity~~size, ~~these~~grade, ~~laws~~ and ~~regulations~~other ~~could~~attributes ~~restrict~~of orthe ~~prohibit~~mineral deposit, the ~~exploitation~~proximity of ~~that~~the mineral ~~reserve.~~deposit Ifto weinfrastructure ~~cannot~~such ~~exploit~~as ~~any~~a ~~mineral~~smelter, ~~reserve~~roads, ~~that~~a wepoint ~~might~~for ~~discover~~shipping, ongovernment regulation, and market prices. Most of these factors will be beyond our ~~properties~~control, ~~our~~and ~~business~~any ~~may~~of ~~fail~~them could increase costs and make extraction of any identified mineral deposit unprofitable.

~~Both~~Mineral ~~mineral~~operations ~~exploration~~are ~~and~~subject ~~extraction~~to ~~require~~applicable ~~permits~~law ~~from various foreign, federal, state, provincial,~~ and ~~local~~government ~~governmental~~regulation. ~~authorities~~Even ~~and~~if ~~are~~we ~~governed~~discover bya ~~laws and regulations, including those with respect to prospecting, mine development,~~ mineral ~~production,~~reserve ~~transport,~~in ~~export,~~a ~~taxation,~~commercially ~~labor~~exploitable ~~standards~~quantity, ~~occupational~~these ~~health,~~laws ~~waste disposal, toxic substances, land use, environmental protection, mine safety,~~ and ~~other~~regulations ~~matters.~~could ~~Regarding~~restrict ~~our~~or ~~future~~prohibit ~~ground disturbing activity on federal land, we will be required to obtain a permit from~~ the USexploitation ~~Forest Service or the Bureau~~ of ~~Land~~that ~~Management~~mineral ~~prior to commencing exploration~~reserve. ~~There~~If ~~can be no assurance that~~ we ~~will~~cannot beexploit ~~able to obtain or maintain~~ any ~~of the permits required for the continued exploration of our~~ mineral ~~properties~~reserve orthat ~~for~~we ~~the~~might ~~construction~~discover ~~and operation of a mine~~ on our properties ~~at economically viable costs. If we cannot accomplish these objectives~~, our business ~~could~~may ~~face difficulty and/or~~ fail.

WeBoth ~~believe~~mineral ~~that~~exploration weand ~~are~~extraction inrequire ~~compliance~~permits ~~with~~from ~~all~~various ~~material~~foreign, ~~laws~~federal, state, provincial, and ~~regulations~~local ~~that~~governmental ~~currently~~authorities ~~apply~~and toare ~~our~~governed ~~activities,~~by ~~but~~laws ~~there~~and ~~can~~regulations, beincluding nothose ~~assurance~~with ~~that~~respect weto ~~can~~prospecting, ~~continue~~mine todevelopment, domineral ~~so.~~production, ~~Current~~transport, ~~laws~~export, ~~and~~taxation, ~~regulations~~labor ~~could~~standards, beoccupational ~~amended~~health, ~~and~~waste wedisposal, ~~might~~toxic ~~not~~substances, beland ~~able~~use, toenvironmental ~~comply~~protection, ~~with~~mine ~~them~~safety, asand ~~amended~~other matters. ~~Further,~~Regarding ~~there~~our ~~can~~future beground nodisturbing ~~assurance~~activity ~~that~~on federal land, we will be ~~able~~required to obtain a permit from the US Forest Service or ~~maintain~~the ~~all~~Bureau ~~permits~~of ~~necessary~~Land ~~for~~Management ~~our~~prior ~~future~~to ~~operations,~~commencing orexploration. There can be no assurance that we will be able to obtain ~~them~~or onmaintain ~~reasonable~~any ~~terms.~~of Tothe permits required for the ~~extent~~continued ~~such~~exploration ~~approvals~~of ~~are~~our ~~required~~mineral properties or for the construction and ~~are~~operation ~~not~~of ~~obtained,~~a wemine ~~may~~on beour ~~delayed~~properties orat ~~prohibited~~economically ~~from~~viable ~~proceeding~~costs. ~~with~~If ~~planned~~we ~~exploration~~cannot oraccomplish ~~development~~these ofobjectives, our ~~mineral~~business ~~properties~~could face difficulty and/or fail.

~~Environmental~~We ~~hazards~~believe ~~unknown~~that towe ~~us,~~are ~~which~~in ~~have~~compliance ~~been~~with ~~caused~~all bymaterial ~~previous~~laws orand ~~existing~~regulations ~~owners~~that orcurrently ~~operators~~apply ofto ~~the~~our ~~properties~~activities, ~~may~~but ~~exist~~there oncan ~~the~~be ~~properties~~no inassurance ~~which~~that we ~~hold~~can ancontinue ~~interest.~~to Indo ~~past~~so. ~~years,~~Current welaws ~~have~~and ~~been~~regulations ~~engaged~~could inbe ~~exploration in northern Idaho~~amended, ~~which~~and iswe ~~currently~~might ~~the~~not ~~site~~be ofable ato ~~Federal~~comply ~~Superfund~~with ~~cleanup~~them, ~~project~~as amended. ~~Although~~Further, wethere ~~are~~can be no ~~longer~~assurance ~~involved~~that inwe ~~this~~will orbe ~~other~~able ~~areas~~to atobtain ~~present,~~or itmaintain isall ~~possible~~permits ~~that~~necessary ~~environmental~~for ~~cleanup~~our orfuture ~~other~~operations, ~~environmental~~or ~~restoration~~that ~~procedures~~we ~~could~~will ~~remain to~~ be ~~completed~~able orto ~~mandated~~obtain bythem ~~law,~~on ~~causing~~reasonable ~~unpredictable~~terms. ~~and~~To ~~unexpected~~the ~~liabilities~~extent tosuch ~~arise.~~approvals Atare ~~the~~required ~~date~~and ofare ~~this~~not ~~Annual Report~~obtained, we ~~are~~may ~~not~~be ~~aware~~delayed ofor ~~any~~prohibited ~~environmental~~from ~~issues~~proceeding orwith ~~litigation~~planned ~~relating~~exploration toor ~~any~~development of our ~~current~~mineral ~~or former~~ properties.

~~Future~~Environmental ~~legislation~~hazards unknown to us, which have been caused by previous or existing owners or operators of the properties, may exist on the properties in which we hold an interest. In past years, we have been engaged in exploration in northern Idaho, which is currently the site of a Federal Superfund cleanup project. Although we are no longer involved in this or other areas at present, it is possible that environmental cleanup or other environmental restoration procedures could remain to be completed or mandated by law, causing unpredictable and ~~administrative~~unexpected ~~changes~~liabilities to arise. At the ~~mining~~date ~~laws~~of ~~could~~this ~~prevent~~Annual usReport, ~~from~~we ~~exploring~~are not aware of any environmental issues or litigation relating to any of our current or former properties.

~~New~~Future ~~state~~legislation and ~~U.S. federal laws and regulations, amendments to existing laws and regulations,~~ administrative ~~interpretation~~changes ~~of existing laws and regulations, or more stringent enforcement of existing laws and regulations, could have a material adverse impact on our ability~~ to ~~conduct exploration and mining activities. Any change in~~ the ~~regulatory structure making it more expensive to engage in~~ mining ~~activities~~laws could ~~cause~~prevent us tofrom ~~cease~~exploring ~~operations~~our properties.

~~Regulations~~New state and ~~pending~~U.S. ~~legislation~~federal ~~governing~~laws ~~issues~~and ~~involving~~regulations, ~~climate~~amendments ~~change~~to ~~could~~existing ~~result~~laws inand ~~increased~~regulations, ~~operating~~administrative ~~costs~~interpretation of existing laws and regulations, ~~which~~or more stringent enforcement of existing laws and regulations, could have a material adverse ~~effect~~impact on our ~~business~~ability to conduct exploration and mining activities. Any change in the regulatory structure making it more expensive to engage in mining activities could cause us to cease operations.

ARegulations ~~number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups~~ and ~~the~~pending ~~potential~~legislation ~~impact~~governing ofissues ~~climate~~involving ~~change. Legislation and increased regulation regarding~~ climate change could ~~impose~~result ~~significant~~in ~~costs on us, our venture partners, and our suppliers, including costs related to~~ increased ~~energy~~operating ~~requirements~~costs, ~~capital~~which ~~equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Any adopted future climate change regulations~~ could ~~also~~have ~~negatively~~a ~~impact~~material our ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse ~~publicity~~effect ~~in the global marketplace about potential impacts~~ on ~~climate change by us or other companies in~~ our ~~industry could harm our reputation~~business. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and changing temperatures. These impacts may adversely impact the cost, production, and financial performance of our operations.

12A ~~Table~~number of ~~Contents~~governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners, and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and changing temperatures. These impacts may adversely impact the cost, production, and financial performance of our operations.

If11 weTable ~~establish the existence~~ of a mineral reserve on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the reserve, and our business could fail. Contents

If we doestablish ~~discover~~the ~~mineral~~existence ~~reserves~~of ina ~~commercially~~mineral ~~exploitable~~reserve ~~quantities~~ on any of our properties, wein ~~will~~a becommercially ~~required~~exploitable toquantity, ~~expend~~we ~~substantial~~will ~~sums~~require ofadditional ~~money~~capital toin ~~establish~~order ~~the extent of the reserve, develop processes~~ to ~~extract it, and~~ develop ~~extraction~~the ~~and~~property ~~processing~~into ~~facilities~~a ~~and~~producing ~~infrastructure~~mine. ~~There~~If ~~can~~we becannot noraise ~~assurance~~this ~~that~~additional ~~a mineral reserve will be large enough to justify commercial operations~~capital, ~~nor can there be any assurance that~~ we will not be able to ~~raise~~exploit the ~~funds~~reserve, ~~required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities~~ and ~~infrastructure,~~ our business ~~may~~could fail.

~~Land~~If ~~reclamation~~we ~~requirements~~do ~~for~~discover mineral reserves in commercially exploitable quantities on any of our properties, ~~may~~we will be ~~burdensome~~required to expend substantial sums of money to establish the extent of the reserve, develop processes to extract it, and ~~expensive~~develop extraction and processing facilities and infrastructure. There can be no assurance that a mineral reserve will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

~~Although~~Land ~~variable depending on location and the governing authority, land~~ reclamation requirements ~~are~~for ~~generally~~our ~~imposed~~properties ~~on mineral exploration companies (as well as companies with mining operations) in order to minimize long-term effects of land disturbance. Reclamation~~ may ~~include~~be ~~requirements~~burdensome ~~to control dispersion of potentially deleterious effluents~~ and ~~re-establish pre-disturbance land forms and vegetation~~expensive.

InAlthough ~~order~~variable todepending ~~carry out reclamation obligations imposed~~ on uslocation inand ~~connection~~the ~~with~~governing ~~our potential development activities~~authority, weland ~~must~~reclamation ~~allocate~~requirements ~~financial~~are ~~resources~~generally ~~that~~imposed ~~might otherwise be spent~~ on ~~further~~mineral exploration ~~and~~companies ~~development~~(as ~~programs.~~well Weas ~~plan~~companies towith ~~set~~mining upoperations) ain ~~provision~~order ~~for~~to ~~our~~minimize ~~reclamation~~long-term ~~obligations~~effects onof ~~our~~land ~~properties,~~disturbance. asReclamation ~~appropriate, but this provision~~ may ~~not~~include berequirements ~~adequate. If we are required~~ to ~~carry~~control ~~out~~dispersion ~~unanticipated~~of ~~reclamation~~potentially ~~work,~~deleterious ~~our~~effluents ~~financial~~and ~~position~~re-establish ~~could~~pre-disturbance belandforms ~~adversely~~and ~~affected~~vegetation.

~~Mining~~In ~~exploration~~order ~~and~~to carry out reclamation obligations imposed on us in connection with our potential development ~~are~~activities, ~~inherently~~we ~~hazardous~~must allocate financial resources that might otherwise be spent on further exploration and ~~subject~~development programs. We plan to ~~conditions~~set orup ~~events~~a ~~beyond~~provision for our ~~control~~reclamation obligations on our properties, ~~which~~as ~~could~~appropriate, ~~have~~but athis ~~material~~provision ~~adverse~~may ~~effect~~not onbe adequate. If we are required to carry out unanticipated reclamation work, our ~~business~~financial ~~and~~position ~~plans~~could be adversely affected.

Mining exploration and ~~mineral~~development ~~exploration~~are ~~involves~~inherently ~~various~~hazardous ~~types~~and ofsubject ~~risks~~to ~~and~~conditions ~~hazards~~or events beyond our control, ~~including:~~which could have a material adverse effect on our business and plans.

·Mining ~~environmental hazards; · power outages; · metallurgical~~ and ~~other~~mineral ~~processing~~exploration ~~problems;~~involves ·various ~~unusual~~types orof ~~unexpected~~risks ~~geological formations; · personal injury, flooding, fire, explosions, cave-ins, landslides,~~ and ~~rock-bursts; · inability to obtain suitable or adequate machinery~~hazards, equipment, or labor; · metals losses; · fluctuations in exploration, development, and production costs; · labor disputes; · unanticipated variations in grade; · mechanical equipment failure; and · periodic interruptions due to inclement or hazardous weather conditions.including:

~~These~~· ~~risks~~environmental ~~could~~hazards; ~~result~~· inpower ~~damage~~outages; ~~to,~~· metallurgical and other processing problems; · unusual or ~~destruction~~unexpected ofgeological formations; · personal injury, ~~mineral~~flooding, ~~properties~~fire, ~~production~~explosions, ~~facilities~~cave-ins, landslides, and rock-bursts; · inability to obtain suitable or ~~other~~adequate ~~properties~~machinery, ~~personal injury~~equipment, ~~environmental~~or ~~damage,~~labor; ~~delays~~· metals losses; · fluctuations in ~~mining~~exploration, ~~increased~~development, and production costs,; ~~monetary~~· ~~losses,~~labor disputes; · unanticipated variations in grade; · mechanical equipment failure; and ~~possible~~· ~~legal~~periodic ~~liability.~~interruptions due to inclement or hazardous weather conditions.

13These ~~Table~~risks could result in damage to, or destruction of, ~~Contents~~mineral properties, production facilities, or other properties, personal injury, environmental damage, delays in mining, increased production costs, monetary losses, and possible legal liability.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our Company.

Mineral exploration, development, and production involve many risks, which even a combination of experience, knowledge, and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration, development and production of minerals, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence could have a material adverse impact on our Company.

~~Increased~~12 ~~costs~~Table ~~could~~of ~~affect our financial condition.~~ Contents

WeIncreased ~~anticipate that~~ costs at our projects that we may explore or develop will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy, and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, rubber, and electricity. Such commodities are at times subject to volatile price movements, including increases that could ~~make~~affect ~~production~~our atfinancial ~~certain operations less profitable~~condition. ~~A material increase in costs at any significant location could have a significant effect on our profitability.~~

AWe ~~shortage~~anticipate that costs at our projects that we may explore or develop will frequently be subject to variation from one year to the next due to a number of ~~equipment~~factors, such as changing ore grade, metallurgy, and ~~supplies~~revisions ~~could~~to ~~adversely~~mine ~~affect~~plans, ~~our~~if ~~ability~~any, in response to ~~operate~~the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, rubber, and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on our ~~business~~ profitability.

WeA ~~are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development operations. Any~~ shortage of ~~such supplies,~~ equipment, and ~~parts~~supplies could ~~have~~adversely aaffect ~~material adverse effect on~~ our ability to ~~carry~~operate ~~out~~ our ~~operations and, therefore, limit or increase the cost of production~~ business.

~~Estimates~~We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development operations. Any shortage of ~~mineralized~~such supplies, equipment, and parts could have a material ~~are~~adverse ~~subject~~effect on our ability to ~~evaluation~~carry ~~uncertainties~~out ~~that~~our ~~could~~operations ~~result~~and, intherefore, ~~project~~limit ~~failure.~~or increase the cost of production.

Our exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately predict the quantity and quality of mineralized material within the earth using statistical sampling techniques. Estimates of ~~any~~ mineralized material onare ~~any~~subject of our properties would be made using samples obtained from appropriately placed trenches, test pits, and underground workings and intelligently designed drilling. There is an inherent variability of assays between check and duplicate samples taken adjacent to ~~each~~evaluation ~~other~~uncertainties ~~and between sampling points~~ that cannot be reasonably eliminated. Additionally, there also may be unknown geologic details that have not been identified or correctly appreciated at the current level of accumulated knowledge about our properties. This could result in ~~uncertainties~~project ~~that cannot be reasonably eliminated from the process of estimating mineralized material~~failure. ~~If these estimates were to prove to be unreliable, we could implement an exploitation plan that may not lead to commercially viable operations in the future.~~

~~Mineral~~Our ~~prices~~exploration and future mining operations, if any, are ~~subject~~and would be faced with risks associated with being able to ~~dramatic~~accurately predict the quantity and ~~unpredictable~~quality ~~fluctuations~~of mineralized material within the earth using statistical sampling techniques. Estimates of any mineralized material on any of our properties would be made using samples obtained from appropriately placed trenches, test pits, and underground workings and intelligently designed drilling. There is an inherent variability of assays between check and duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. Additionally, there also may be unknown geologic details that have not been identified or correctly appreciated at the current level of accumulated knowledge about our properties. This could result in uncertainties that cannot be reasonably eliminated from the process of estimating mineralized material. If these estimates were to prove to be unreliable, we could implement an exploitation plan that may not lead to commercially viable operations in the future.

WeMineral ~~expect~~prices toare ~~derive~~subject revenues, if any, from the eventual extraction and sale of precious metals such as gold and silver. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to ~~new~~dramatic ~~extraction developments,~~ and ~~improved~~unpredictable ~~extraction and production methods~~fluctuations. ~~The effect of these factors on the price of precious metals, and, therefore, the economic viability of any of our exploration projects, cannot accurately be predicted.~~

We expect to derive revenues, if any, from the eventual extraction and sale of precious metals such as gold and silver. The ~~mining~~price ~~industry~~of those commodities has fluctuated widely in recent years, and is ~~highly~~affected ~~competitive~~by numerous factors beyond our control, including international, economic and ~~there~~political istrends, noexpectations ~~assurance~~of ~~that~~inflation, wecurrency ~~will~~exchange ~~continue~~fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to benew ~~successful~~extraction indevelopments, ~~acquiring~~and ~~mineral~~improved ~~claims~~extraction and production methods. IfThe weeffect ~~cannot~~of ~~continue~~these tofactors ~~acquire~~on ~~properties~~the toprice ~~explore~~of ~~for~~precious ~~mineralized~~metals, ~~material~~and, wetherefore, ~~may~~the beeconomic ~~required~~viability toof ~~reduce~~any orof ~~cease~~our exploration ~~activity~~projects, ~~and/or~~cannot ~~operations~~accurately be predicted.

The ~~mineral~~mining ~~exploration, development, and production~~ industry is ~~largely~~highly ~~fragmented.~~competitive Weand ~~compete~~there ~~with~~is ~~other~~no ~~exploration~~assurance ~~companies looking for mineral properties and the minerals~~ that ~~can be produced from them. While~~ we ~~compete~~will ~~with~~continue ~~other~~to ~~exploration~~be ~~companies~~successful in ~~the~~acquiring ~~effort to locate and license~~ mineral ~~properties,~~claims. If we docannot ~~not~~continue ~~compete~~to ~~with~~acquire ~~them for the removal or sales of mineral products from our~~ properties ~~if we should eventually discover the presence of them in quantities sufficient~~ to ~~make~~explore ~~production economically feasible. Readily available markets exist worldwide~~ for ~~the~~mineralized ~~sale of gold and other mineral products. Therefore~~material, we ~~will~~may ~~likely~~ be ~~able~~required to ~~sell~~reduce ~~any gold~~ or ~~mineral~~cease ~~products~~exploration ~~that~~activity ~~we identify~~ and/or ~~produce~~operations.

14The ~~Table~~mineral exploration, development, and production industry is largely fragmented. We compete with other exploration companies looking for mineral properties and the minerals that can be produced from them. While we compete with other exploration companies in the effort to locate and license mineral properties, we do not compete with them for the removal or sales of ~~Contents~~mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of gold and other mineral products. Therefore, we will likely be able to sell any gold or mineral products that we identify and produce.

There are hundreds of public and private companies that are actively engaged in mineral exploration. A representative sample of exploration companies that are similar to us in size, financial resources, and primary objective include such publicly traded mineral exploration companies as Allegiant Gold Ltd. (AUAU.V), NuLegacy Gold Corp (NUG.V), ~~First~~Comstock ~~Vanadium~~Mining Inc. (LODE), Viva Gold Corp (~~FVAN.V~~VAUCF), ~~Adamara~~Nevgold Corp (NAUFF), Ridgeline Minerals Corp. (~~ADZ.V~~RDGMF), ~~Comstock~~and ~~Mining~~Summa ~~Inc.~~Silver Corp (~~LODE~~SSVR).

Many of our competitors have greater financial resources and technical facilities. Accordingly, we will attempt to compete primarily through the knowledge and experience of our management. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral properties that might yield reserves or result in commercial mining operations.

~~Third~~13 ~~parties~~Table ~~may~~of ~~challenge our rights to our mineral properties, or the agreements that permit us to explore our properties may expire, if we fail to timely renew them and pay the required fees.~~ Contents

InThird ~~connection~~parties ~~with~~may ~~the~~challenge ~~acquisition~~our ofrights to our mineral properties, weor ~~sometimes~~the ~~conduct~~agreements ~~only~~that ~~limited~~permit ~~reviews~~us ofto ~~title~~explore ~~and related matters, and obtain certain representations regarding ownership. These limited reviews do not necessarily preclude third parties from challenging~~ our ~~title~~properties ~~and, furthermore, our title~~ may ~~be challenged as defective. Consequently~~expire, ~~there~~if ~~can be no assurance that~~ we ~~hold~~fail ~~good and marketable title~~ to ~~all~~timely ofrenew ~~our~~them ~~mining concessions~~ and ~~mining~~pay ~~claims.~~the Ifrequired ~~any of our concessions or claims were challenged, we could incur significant costs and lose valuable time in defending such a challenge~~fees. These costs or an adverse ruling with regards to any challenge of our titles could have a material adverse effect on our financial position or results of operations. There can be no assurance that any such disputes or challenges will be resolved in our favor.

WeIn ~~are~~connection ~~not~~with ~~aware~~the acquisition of ~~challenges~~our tomineral ~~the~~properties, ~~location~~we orsometimes ~~area~~conduct ofonly ~~any~~limited reviews of ~~our~~title ~~mining~~and ~~claims~~related matters and obtain certain representations regarding ownership. ~~There~~These islimited reviews do not necessarily preclude third parties from challenging our title and, ~~however~~furthermore, our title may be challenged as defective. Consequently, there can be no ~~guarantee~~assurance that we hold good and marketable title to ~~the~~all of our mining concessions and mining claims. ~~will~~If ~~not~~any beof our concessions or claims were challenged, we could incur significant costs and lose valuable time in defending such a challenge. These costs or ~~impugned~~an adverse ruling with regards to any challenge of our titles could have a material adverse effect on our financial position or results of operations. There can be no assurance that any such disputes or challenges will be resolved in ~~the~~our ~~future~~favor.

~~Acquisitions~~We ~~and~~are ~~integration~~not ~~issues~~aware ~~may~~of ~~expose~~challenges usto the location or area of any of our mining claims. There is, however, no guarantee that title to ~~risks~~the claims will not be challenged or impugned in the future.

~~Our~~Acquisitions ~~business strategy includes making targeted acquisitions. Any acquisition that we make may be of a significant size, may change the scale of our business~~ and ~~operations,~~integration ~~and~~issues may expose us to ~~new geographic, political, operating, financial, and geological~~ risks. Our success in our acquisition activities depends on our ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition and integrate the acquired operations successfully with our own. Any acquisitions would be accompanied by risks. For example, there may be significant decreases in commodity prices after we have committed to complete the transaction and have established the purchase price or exchange ratio; a potential mineralized property may prove to be below expectations; we may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt our ongoing business and our relationships with employees, customers, suppliers, and contractors; and the acquired business or assets may have unknown liabilities which may be significant. If we choose to use equity securities as consideration for such an acquisition, existing shareholders may suffer dilution. Alternatively, we may choose to finance any such acquisition with our existing resources. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

~~Joint~~Our ~~ventures~~business strategy includes making targeted acquisitions. Any acquisition that we make may be of a significant size, may change the scale of our business and ~~other~~operations, ~~partnerships~~and may expose us to new geographic, political, operating, financial, and geological risks. Our success in ~~relation~~our acquisition activities depends on our ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition and integrate the acquired operations successfully with our ~~properties~~own. Any acquisitions would be accompanied by risks. For example, there may ~~expose~~be ussignificant decreases in commodity prices after we have committed to complete the transaction and have established the purchase price or exchange ratio; a potential mineralized property may prove to be below expectations; we may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt our ongoing business and our relationships with employees, customers, suppliers, and contractors; and the acquired business or assets may have unknown liabilities which may be significant. If we choose to use equity securities as consideration for such an acquisition, existing shareholders may suffer dilution. Alternatively, we may choose to finance any such acquisition with our existing resources. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

WeJoint ~~have~~ventures ~~in the past,~~ and ~~may in the future, entered into joint ventures or~~ other ~~partnership~~partnerships ~~arrangements with other parties~~ in relation to ~~the~~our ~~exploration, development, and production of certain of the~~ properties in which we have an interest. Joint ventures can often require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions such as an increase or reduction of registered capital, merger, division, dissolution, amendments of constating documents, and the pledge of joint venture assets, which means that each joint venture party may ~~have~~expose a veto right with respect to such decisions which could lead to a deadlock in the operations of the joint venture or partnership. Further, we may be unable to exert control over strategic decisions made in respect of such properties. Any failure of such other companies to meet their obligations to us or to third parties, or any disputes with respect to the parties' respective rights and obligations, could have a material adverse effect on the joint ventures or their properties and, therefore, could have a material adverse effect on our results of operations, financial performance, cash flows, and the price of our common ~~stock~~risks.

15We ~~Table~~have in the past, and may in the future, entered into joint ventures or other partnership arrangements with other parties in relation to the exploration, development, and production of ~~Contents~~certain of the properties in which we have an interest. Joint ventures can often require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions such as an increase or reduction of registered capital, merger, division, dissolution, amendments of constating documents, and the pledge of joint venture assets, which means that each joint venture party may have a veto right with respect to such decisions which could lead to a deadlock in the operations of the joint venture or partnership. Further, we may be unable to exert control over strategic decisions made in respect of such properties. Any failure of such other companies to meet their obligations to us or to third parties, or any disputes with respect to the parties' respective rights and obligations, could have a material adverse effect on the joint ventures or their properties and, therefore, could have a material adverse effect on our results of operations, financial performance, cash flows, and the price of our common stock.

Risks Related to Our Company

Minimal staffing may be reasonably likely to materially affect the Company’s internal control over financial reporting

With a very limited staff, it is difficult to maintain appropriate segregation of duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness. Due to the significance of segregation of duties to the preparation of reliable financial statements, this weakness may result in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or interim financial statements not be prevented or detected.

Conflicts of Interest

Certain of our officers and directors may be or become associated with other businesses, including natural resource companies that acquire interests in mineral properties. Such associations may give rise to conflicts of interest from time to time. Our directors are required by Delaware’s General Corporation Law to act honestly and in good faith with a view to our best interests and to disclose any interest, which they may have in any of our projects or opportunities. In general, if a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter or, if he does vote, his vote will not be counted.

We14 ~~have~~Table ~~not adopted any separate formal corporate policy regarding conflicts~~ of interest; however, other corporate governance measures have been adopted, such as creating a directors’ audit committee requiring independent directors. Additionally, our Code of Ethics does address areas of possible conflicts of interest. As of the date of filing of this report, we had two independent directors on our board of directors (Leigh Freeman and Pamela Saxton). We have formed three committees to ensure our legal compliance. We established an independent audit committee consisting of two independent directors, both of whom were determined to be “financially literate” and one of whom was designated as the “financial expert.” We also formed a compensation committee comprised entirely of independent directors and a corporate governance and nominating committee, a majority of which is comprised of independent directors. At this time, we feel that these committees and our Code of Ethics provide sufficient corporate governance for our purposes.Contents

~~Dependence~~We have not adopted any separate formal corporate policy regarding conflicts of interest; however, other corporate governance measures have been adopted, such as creating a directors’ audit committee requiring independent directors. Additionally, our Code of Ethics does address areas of possible conflicts of interest. As of the date of filing of this report, we had two independent directors on ~~Key~~our ~~Management~~board ~~Employees~~of directors (Leigh Freeman and ~~Contractors~~Pamela Saxton). We have formed three committees to ensure our legal compliance. We established an independent audit committee consisting of two independent directors, both of whom were determined to be “financially literate” and one of whom was designated as the “financial expert.” We also formed a compensation committee comprised entirely of independent directors and a corporate governance and nominating committee, the majority of which is comprised of independent directors. At this time, we feel that these committees and our Code of Ethics provide sufficient corporate governance for our purposes.

~~Our~~Dependence ~~ability to continue our exploration and development activities and to develop a competitive edge in the marketplace depends, in large part,~~ on ~~our~~Key ~~ability~~Management toEmployees ~~attract~~ and ~~maintain~~Contractors qualified key management personnel. Competition for such personnel is intense, and there can be no assurance that we will be able to attract and retain such personnel. Our development now and in the future will depend on the efforts of key management figures such as Patrick Highsmith, Steven Osterberg, Donald McDowell and Ted Sharp. The loss of any of these key people could have a material adverse effect on our business. In this regard, we have attempted to reduce the risk associated with the loss of key personnel and have obtained directors and officers insurance coverage. In addition, our shareholders have approved our 2015 Stock and Incentive Plan and 2018 Incentive Plan so that we can provide incentives for our key personnel.

WeOur ~~may~~ability ~~not~~to ~~realize~~continue our exploration and development activities and to develop a competitive edge in the ~~benefits~~marketplace depends, in large part, on our ability to attract and maintain qualified key management personnel. Competition for such personnel is intense, and there can be no assurance that we will be able to attract and retain such personnel. Our development now and in the future will depend on the efforts of ~~Eureka~~key management figures such as Patrick Highsmith, ~~Paiute~~Steven Osterberg, ~~Seven~~and ~~Troughs~~Ted Sharp. The loss of any of these key people could have a material adverse effect on our business. In this regard, we have attempted to reduce the risk associated with the loss of key personnel and ~~other~~have ~~acquired~~obtained ~~growth~~directors ~~projects~~and officers insurance coverage. In addition, our shareholders have approved our 2015 Stock and Incentive Plan and 2018 Incentive Plan so that we can provide incentives for our key personnel.

~~As part of our strategy, we will continue existing efforts and initiate new efforts to develop gold and other mineral properties.~~ We ~~have~~may ~~three~~not ~~such~~realize ~~project~~the ~~areas,~~benefits ~~including~~of Eureka, Paiute, ~~and~~ Seven Troughs. ~~A number of risks~~ and uncertainties are associated with the development of these types of projects, including political, regulatory, design, construction, labor, operating, technical and technological risks, and uncertainties relating to capital and other ~~costs~~acquired ~~and~~growth ~~financing risks~~projects. ~~The failure to successfully develop any of these initiatives could have a material adverse effect on our financial position and results of operations.~~

As part of our ~~business model~~strategy, we ~~pursue~~will acontinue ~~strategy~~existing ~~that~~efforts ~~may~~and ~~cause~~initiate usnew efforts to ~~expend~~develop ~~significant~~gold ~~resources~~and ~~exploring~~other mineral properties. ~~that~~We ~~may~~have ~~not~~three ~~become~~such ~~revenue-producing~~project ~~sites~~areas, including Eureka, Paiute and Seven Troughs. A number of risks and uncertainties are associated with the development of these types of projects, including political, regulatory, design, construction, labor, operating, technical and technological risks, and uncertainties relating to capital and other costs and financing risks. The failure to successfully develop any of these initiatives could have a material adverse effect on our financial position and results of operations.

~~Part~~As part of our business model, iswe to pursue a strategy ~~which~~that ~~includes~~may ~~significant~~cause ~~exploration~~us ~~activities,~~to ~~such~~expend as proposed exploration and, if warranted, development at the Eureka, Paiute, and the Seven Troughs Projects. Because of the nature of exploration for precious metals, a property’s exploration potential is not known until a significant ~~amount of geologic information has been generated. We may spend significant~~ resources exploring ~~and~~properties ~~developing the projects and gathering certain geologic information only to determine~~ that ~~the~~may ~~project is~~ not ~~capable~~become ~~of being a~~ revenue-producing ~~property for us~~sites.

16Part ~~Table~~of our business model is to pursue a strategy which includes significant exploration activities, such as proposed exploration and, if warranted, development at the Eureka, Paiute, and the Seven Troughs Projects. Because of ~~Contents~~the nature of exploration for precious metals, a property’s exploration potential is not known until a significant amount of geologic information has been generated. We may spend significant resources exploring and developing the projects and gathering certain geologic information only to determine that the project is not capable of being a revenue-producing property for us.

Our business is subject to evolving corporate governance and public disclosure regulations that have increased both our compliance costs and the risk of noncompliance, which could have an adverse effect on our stock price.

We are subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including the SEC, the Public Company Accounting Oversight Board (“PCAOB”) and the Financial Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity, and many new requirements have been created in response to laws enacted by Congress, making compliance more difficult and uncertain. For example, on July 21, 2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) with increased disclosure obligations for public companies and mining companies in the United States. Our efforts to comply with the Dodd-Frank Act and other new regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of our management’s time and attention from operating activities to compliance activities.

We are required to comply with Canadian securities regulations and are subject to additional regulatory scrutiny in Canada.

We are a “reporting issuer” in the Canadian provinces of British Columbia and Alberta. As a result, our disclosure outside the United States differs from the disclosure contained in our SEC filings. Our reserve and resource estimates disseminated outside the United States are not directly comparable to those made in filings subject to SEC reporting and disclosure requirements, as we generally report reserves and resources in accordance with Canadian practices. These practices are different from the practices used to report reserve and resource estimates in reports and other materials filed with the SEC. It is Canadian practice to report measured, indicated, and inferred resources, which are generally not permitted in disclosures filed with the SEC. In the United States, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. United States investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves. Further, “inferred resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, the SEC only permits issuers to report “resources” as in-place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization, reserves, and resources contained in disclosures released outside the United States may not be comparable to information made public by other United States companies subject to the reporting and disclosure requirements of the SEC.

We15 ~~are~~Table also subject to increased regulatory scrutiny and costs associated with complying with securities legislation in Canada. For example, we are subject to civil liability for misrepresentations in written disclosure and oral statements. Legislation has been enacted in these provinces which creates a right of action for damages against a reporting issuer, its directors and certain of its officers in the event that the reporting issuer or a person with actual, implied, or apparent authority to act or speak on behalf of the reporting issuer releases a document or makes a public oral statement that contains a misrepresentation or the reporting issuer fails to make timely disclosure of a material change. We do not anticipate any particular regulation that would be difficult to comply with. However, failure to comply with regulations may result in civil awards, fines, penalties, and orders that could have an adverse effect on us.Contents

~~Risks~~We ~~Associated~~are also subject to increased regulatory scrutiny and costs associated with ~~Our~~complying ~~Common~~with ~~Stock~~securities legislation in Canada. For example, we are subject to civil liability for misrepresentations in written disclosure and oral statements. Legislation has been enacted in these provinces which creates a right of action for damages against a reporting issuer, its directors and certain of its officers in the event that the reporting issuer or a person with actual, implied, or apparent authority to act or speak on behalf of the reporting issuer releases a document or makes a public oral statement that contains a misrepresentation or the reporting issuer fails to make timely disclosure of a material change. We do not anticipate any particular regulation that would be difficult to comply with. However, failure to comply with regulations may result in civil awards, fines, penalties, and orders that could have an adverse effect on us.

~~Our~~Risks ~~stock~~Associated ~~price~~with ~~has~~Our ~~been~~Common ~~volatile~~Stock ~~and your investment in our common stock could suffer a decline in value.~~

Our ~~common~~ stock isprice ~~quoted~~has onbeen ~~the~~volatile ~~OTCQB Market (“OTCQB”)~~ and ~~traded~~your oninvestment ~~the~~in ~~TSX Venture Exchange (“TSX-V”). The market price of~~ our common stock ~~may~~could ~~fluctuate~~suffer ~~significantly in response to~~ a ~~number~~decline of factors, some of which are beyond our control. These factors include price fluctuations of precious metals, government regulations, disputes regarding mining claims, broad stock market fluctuations, and general economic conditions in ~~the United States and Canada~~value.

WeOur docommon ~~not~~stock ~~intend~~is toquoted ~~pay~~on ~~any~~the ~~dividends~~OTCQB Market (“OTCQB”) and traded on ~~shares~~the TSX Venture Exchange (“TSX-V”). The market price of our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control. These factors include price fluctuations of precious metals, government regulations, disputes regarding mining claims, broad stock market fluctuations, and general economic conditions in the ~~near~~United ~~future~~States and Canada.

We do not ~~currently~~intend ~~anticipate declaring and paying dividends~~ to ~~our~~pay ~~shareholders in the near future, and~~ any ~~future decision as to the payment of~~ dividends ~~will~~on beshares ~~at the discretion~~ of our ~~board~~common ofstock directors and will depend upon our earnings, financial position, capital requirements, plans for expansion, and such other factors as our board of directors deems relevant. It is our current intention to apply net earnings, if any, in the ~~foreseeable~~near future ~~to finance the growth and development of our business~~.

17We ~~Table~~do not currently anticipate declaring and paying dividends to our shareholders in the near future, and any future decision as to the payment of ~~Contents~~dividends will be at the discretion of our board of directors and will depend upon our earnings, financial position, capital requirements, plans for expansion, and such other factors as our board of directors deems relevant. It is our current intention to apply net earnings, if any, in the foreseeable future to finance the growth and development of our business.

Investors’ interests in our Company will be diluted and investors may suffer dilution in their net book value per share, if we issue additional employee/director/consultant options or if we sell additional shares and/or warrants to finance our operations.

We have not generated material revenue from exploration since the commencement of our exploration stage in January 2004. In order to further expand our company and meet our objectives, any additional growth and/or expanded exploration activity may need to be financed through sale and issuance of additional shares, including, but not limited to, raising finances to explore our properties. Furthermore, to finance any acquisition activity, should that activity be properly approved, and depending on the outcome of our exploration programs, we may also need to issue additional shares to finance future acquisitions, growth and/or additional exploration programs at any or all of our projects or to acquire additional properties. We may also in the future grant to some or all of our directors, officers, insiders, and key employees options to purchase our common shares and stock unit awards as non-cash incentives. The issuance of any equity securities could, and the issuance of any additional shares will, cause our existing shareholders to experience dilution of their ownership interests.

If we issue additional shares or decide to enter into joint ventures with other parties in order to raise financing through the sale of equity securities, investors' interests in our Company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. As of September 30, ~~2022~~2023, there are also outstanding options and warrants granted that are exercisable into 6517,~~749,~~898,522 common shares. If all of these options and warrants were exercised, the underlying shares would represent approximately 299.232% of our issued and outstanding shares. If all of these options and warrants are exercised and the underlying shares are issued, such issuance will cause a reduction in the proportionate ownership and voting power of all other shareholders. The dilution may result in a decline in the market price of our shares.

We16 ~~are~~Table ~~subject to the continued listing criteria~~ of ~~the TSX-V and our failure to satisfy these criteria may result in delisting of our shares of common stock.~~ Contents

~~Our~~We ~~shares of common stock~~ are ~~currently~~subject ~~listed on the TSX-V. In order~~ to ~~maintain~~ the continued listing, wecriteria ~~must maintain certain share prices, financial, and share distribution targets, including maintaining a minimum amount~~ of ~~shareholders’ equity and a minimum number of public shareholders. In addition to objective standards,~~ the TSX-V ~~may~~and ~~delist~~ our ~~securities~~failure if, in their discretionary opinion: (i) our financial condition and/or operating results appear unsatisfactory; (ii) it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to ~~make~~satisfy ~~continued~~these ~~listing~~criteria onmay ~~TSX-V~~result ~~inadvisable;~~in ~~(iii)~~delisting ~~we sell or dispose~~ of ~~principal operating assets or cease to be an operating company; (iv) we fail to comply with the listing requirements of the TSX-V; (v)~~ our shares of common stock sell at what the TSX-V considers a “low selling price” and if we fail to correct this via a reverse split of shares after notification by the TSX-V; or (vi) any other event occurs or any condition exists which makes continued listing on the TSX-V, in their opinion, inadvisable.

IfOur shares of common stock are currently listed on the TSX-V. ~~delists~~In ~~our~~order ~~shares~~to ofmaintain ~~common~~the ~~stock~~listing, ~~investors~~we ~~may~~must ~~face~~maintain ~~material~~certain ~~adverse~~share ~~consequences~~prices, ~~including~~financial, ~~but~~and ~~not~~share ~~limited~~distribution totargets, including maintaining a ~~lack~~minimum amount of ~~trading~~shareholders’ ~~market~~equity ~~for~~and ~~our~~a ~~securities,~~minimum ~~reduced~~number ~~liquidity~~of public shareholders. In addition to objective standards, ~~decreased~~the ~~analyst~~TSX-V ~~coverage~~may ofdelist our securities if, in their discretionary opinion: (i) our financial condition and/or anoperating ~~inability~~results ~~for~~appear usunsatisfactory; (ii) it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to ~~obtain~~make ~~additional~~continued ~~financing~~listing on TSX-V inadvisable; (iii) we sell or dispose of principal operating assets or cease to ~~fund~~be an operating company; (iv) we fail to comply with the listing requirements of the TSX-V; (v) our ~~operations~~shares of common stock sell at what the TSX-V considers a “low selling price” and if we fail to correct this via a reverse split of shares after notification by the TSX-V; or (vi) any other event occurs or any condition exists which makes continued listing on the TSX-V, in their opinion, inadvisable.

~~ITEM~~If ~~1B.~~the ~~UNRESOLVED~~TSX-V ~~STAFF~~delists ~~COMMENTS~~our shares of common stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for our securities, reduced liquidity, decreased analyst coverage of our securities, and an inability for us to obtain additional financing to fund our operations.

~~Not~~ITEM ~~Applicable~~1B. UNRESOLVED STAFF COMMENTS

~~ITEM~~All 2.staff ~~DESCRIPTION~~comments OFhave ~~PROPERTIES~~been addressed as of the date of filing of this report.

WeITEM ~~have acquired mineral prospects for exploration in Nevada mainly for target commodities of gold and silver, and formerly copper~~2. ~~The~~DESCRIPTION ~~prospects~~OF ~~are~~PROPERTIES held by both patented and unpatented mining claims owned directly by us or through legal agreements conveying exploration and development rights to us. Most of our prospects have had a prior exploration history, which is typical in the mineral exploration industry. Most mineral prospects go through several rounds of exploration before an economic ore body is discovered, and prior work often eliminates targets or points to new ones. Also, prior operators may have explored under a completely different commodity price structure or technological regime. Mineralization which was uneconomic in the past may be ore grade at current market prices when extracted and processed with modern technology.

We have acquired mineral prospects for exploration in Nevada ~~Gold~~mainly ~~Properties~~for target commodities of gold and silver, and formerly copper. The prospects are held by both patented and unpatented mining claims owned directly by us or through legal agreements conveying exploration and development rights to us. Most of our prospects have had a prior exploration history, which is typical in the mineral exploration industry. Most mineral prospects go through several rounds of exploration before an economic ore body is discovered, and prior work often eliminates targets or points to new ones. Also, prior operators may have explored under a completely different commodity price structure or technological regime. Mineralization which was uneconomic in the past may be ore grade at current market prices when extracted and processed with modern technology.

~~The Company currently controls three mineral properties in~~ Nevada ~~including~~Gold ~~Eureka, Paiute, and Seven Troughs (Figure 1).~~ Properties

18The ~~Table~~Company ofcurrently ~~Contents~~controls three mineral properties in Nevada including Eureka, Paiute, and Seven Troughs (Figure 1).

Eureka Project (Battle Mountain/Eureka Trend)

We acquired the Eureka Project as part of our acquisition of Staccato Gold Resources Ltd. (“Staccato Gold”) and its wholly owned subsidiary, BH Minerals USA, Inc. (“BH Minerals”), in June 2010. Eureka comprises an area of 18,464 acres (~29 square miles) within the Battle Mountain – Eureka Mineral Trend. The property’s northern boundary is located approximately 1 mile south of the town of Eureka, Nevada, in Eureka County (Figure 2).

~~The~~Historical ~~Eureka~~production ~~Project~~of isgold ~~situated~~ in the ~~southern~~project ~~part~~area ofincluded ~~the~~approximately ~~Eureka~~112,000 ~~mining~~oz ~~district,~~at ~~within~~the ~~T19N~~Windfall Mine, ~~R53E~~which ~~and~~began ~~unsurveyed~~operation ~~T17N~~in ~~and~~1975 ~~T18N~~(Russell, ~~and R53E~~2005). ~~The~~An ~~property~~additional is17,700 ~~also~~oz ~~within the bounds~~ of ~~the~~gold ~~United~~was ~~States~~produced ~~Geological~~from ~~Survey~~the ~~(“USGS”)~~Lookout ~~1:24,000-scale~~Mountain ~~7.5-minute~~Pit ~~topographic~~which ~~series~~operated ~~maps~~in of1987 ~~the~~(Cargill, ~~Pinto~~1988, ~~Summit~~Jonson, ~~and Spring Valley Summit quadrangles~~1991).

Property Description

The Eureka Project ~~(Figure~~is 2)situated ~~includes~~in the ~~Lookout~~southern ~~Mountain,~~part ~~Windfall~~of ~~and~~the ~~Oswego~~Eureka ~~trends.~~mining ~~Gold~~district, ~~mineralization~~within ~~generally~~T19N, ~~occurs~~R53E ~~along~~and ~~three~~unsurveyed ~~north-to-south~~T17N ~~trending~~and ~~zones~~T18N, ~~each~~and ~~approximately~~R53E ~~3 to 4 miles~~ (~~4.8-6.5~~Figure km2). inThe ~~strike~~property ~~length.~~is ~~Each~~also ofwithin ~~these~~the ~~mineralized~~bounds ~~zones~~of isthe ~~open~~United ~~and~~States ~~will~~Geological ~~require~~Survey ~~additional~~(USGS) in1:24,000-~~fill~~scale ~~and step~~7.5-~~out~~minute ~~drilling.~~topographic ~~There~~series ~~are~~maps ~~also~~of ~~other~~the ~~early-stage~~Pinto ~~prospects~~Summit onand ~~the~~Spring ~~property~~Valley Summit quadrangles.

~~Historical~~The ~~production~~property consists of ~~gold~~1,036 inclaims ~~the~~totaling ~~district~~18,249 ~~included~~acres ~~approximately~~most ~~112,000~~of ozwhich atare ~~the~~US ~~Windfall~~Bureau ~~Mine,~~of ~~which~~Land ~~began~~Management ~~operation~~(BLM) inunpatented ~~1975~~claims with the remainder being patented (~~Russell,~~Table ~~2005~~1). AnTimberline ~~additional~~pays ~~17,700~~federal ozand ofcounty ~~gold~~claim ~~was~~maintenance ~~produced~~fees ~~from~~on the ~~Lookout~~Eureka ~~Mountain~~Project. ~~Pit~~The ~~which~~federal ~~operated~~claim infees ~~1987~~are ~~(Cargill,~~due ~~1988,~~to ~~Jonson~~the BLM before September 1 of each year, ~~1991)~~and the county fees are due to Eureka County on November 1 of each year. All unpatented mining claims on the Eureka property have been located under the General Mining Laws of the United States on BLM managed lands.

~~Timberline~~17 ~~pays~~Table ~~federal and county claim maintenance fees on the Eureka Project. The federal claim fees are due to the BLM before September 1~~ of each year, and the county fees are due to Eureka County on November 1 of each year. All unpatented mining claims on the Eureka property have been located under the General Mining Laws of the United States on US Bureau of Land Management (“BLM”) managed lands.Contents

19Figure ~~Table~~1. ofTimberline ~~Contents~~Project Locations

~~Figure~~18 1.Table ~~Timberline~~of ~~Project Locations~~Contents

20Figure ~~Table~~2. ofTimberline’s ~~Contents~~Eureka Project Area

~~Figure~~19 2.Table ~~Timberline’s~~of ~~Eureka Project Area and Gold Occurrences~~Contents

21The ~~Table~~following oftable ~~Contents~~summarizes the claims and royalties for the Eureka Project:

~~The~~Table ~~following~~1 ~~table~~- ~~summarizes~~Eureka ~~the~~Project ~~claims~~Claim and ~~royalties~~Royalty ~~for the Eureka Project:~~Summary

Table 1 - Eureka Project Claim and Royalty Summary

Property Name & Agreements/Royalties	Type of Claim	Number of Claims	Area
Lookout Mountain Mining lease and agreement dated August 22, 2003, and amended on June 1, 2008, between Timberline and Rocky Canyon Mining Company; 3.5% Net Smelter Return (NSR) royalty + 1.5% NSR royalty capped at $1.5 million (excludes Trevor and Dave claims); 20-year lease term commencing June 1, 2008; annual advanced royalty payment of $72,000.	Unpatented	373	6,368 acres
Trail Timberline holds title	Unpatented	30	620 acres
South Ratto Timberline holds title; 4% NSR	Unpatented	108	1,850 acres
Hoosac North Amselco 4% NSR	Unpatented	192	3,100 acres
Little Rosa (Hoosac royalty applies)	Patented	1	7 acres
Rambler (North Amselco royalty applies)	Patented	1	7 acres
TLRat Timberline holds title	Unpatented	5	72 acres
Silverado/TL 12 1%-3% NSR	Unpatented	47	947 acres
Secret Canyon/Oswego Timberline holds title. (Includes 2 mill sites on Syracuse 1 & 2) 0 – 3% NSR	Unpatented	111	1,488 acres
Secret Canyon 1% NSR	Patented	6	36 acres
Windfall Timberline holds title; 4% NSR	Patented	13	165 acres
New York Canyon Timberline holds title; 4% NSR	Unpatented	45	862 acres
New York Canyon 1.5% NSR	Patented	11	67 acres
Q Claims Timberline holds title	Unpatented	104	2,149 acres
LS Claims	Unpatented	28	578

Total Unpatented Lode Claims		1,043	18,034 acres
Total Patented Lode Claims		32	282 acres
Grand Total of Claim Holdings		1,075	18,316 acres

Property Name& Agreements/Royalties	Type of Claim	Number of Claims	Area
Lookout MountainMining lease and agreement dated August 22, 2003, and amended on June 1, 2008, between Timberline and Rocky Canyon Mining Company; 3.5% Net Smelter Return (NSR) royalty + 1.5% NSR royalty capped at $1.5 million (excludes Trevor and Dave claims); 20-year lease term commencing June 1, 2008; annual advanced royalty payment of $72,000.	Unpatented	373	6,368 acres
TrailTimberline holds title	Unpatented	30	620 acres
South RattoTimberline holds title; 4% NSR	Unpatented	108	1,850 acres
HoosacNorth Amselco4% NSR	Unpatented	192	3,100 acres
Little Rosa(Hoosac royalty applies)	Patented	1	7 acres
Rambler(North Amselco royalty applies)	Patented	1	7 acres
TLRatTimberline holds title	Unpatented	5	72 acres
Silverado/TL 121%-3% NSR	Unpatented	47	947 acres
Secret Canyon/OswegoTimberline holds title.(Includes 2 mill sites on Syracuse 1 & 2)0 – 3% NSR	Unpatented	111	1,488 acres
Secret Canyon1% NSR	Patented	6	36 acres
WindfallTimberline holds title; 4% NSR	Patented	13	165 acres
New York CanyonTimberline holds title; 4% NSR	Unpatented	45	862 acres
Q ClaimsTimberline holds title	Unpatented	104	2,149 acres
LS Claims	Unpatented	28	578
Total Unpatented Lode Claims		1,043	18,034 acres
Total Patented Lode Claims		21	215 acres
Grand Total of Claim Holdings		1,036	18,249 acres

We have the right to explore and develop the Lookout Mountain target subject to a mining lease agreement dated August 22, 2003 with Rocky Canyon Mining. The lease was amended on June 1, 2008 to extend the term to 20 years from June 1, 2008, and thereafter for as long as minerals are mined on the project. Advance royalty payments are $6,000 per month, or $72,000 per year. Timberline fulfilled a $1.5 million work commitment on the Lookout Mountain target stemming from the amended lease agreement. A 3.5% NSR royalty, plus a 1.5% NSR royalty capped at $1.5 million (excludes Trevor and Dave claims) exists on the Lookout Mountain claims.

We have the right to explore and develop the Lookout Mountain target subject to a mining lease agreement dated August 22, 2003 with Rocky Canyon Mining. The lease was amended on June 1, 2008 to extend the term to 20 ~~years~~Table ~~from~~of June 1, 2008, and thereafter for as long as minerals are mined on the project. Advance royalty payments are $6,000 per month, or $72,000 per year. Timberline fulfilled a $1.5 million work commitment on the Lookout Mountain target stemming from the amended lease agreement. A 3.5% NSR royalty, plus a 1.5% NSR royalty capped at $1.5 million (excludes Trevor and Dave claims) exists on the Lookout Mountain claims. Contents

22During ~~Table~~the year ended September 30, 2012, Timberline acquired the Windfall patented claims in a transaction of ~~Contents~~cash and shares valued at $500,000. There is a 4% NSR royalty on these claims.

~~During~~The ~~the~~Secret ~~year~~Canyon/Oswego, ~~ended~~South ~~September 30~~Ratto, ~~2012,~~and New York Canyon claim groups are owned by Timberline, ~~acquired~~subject to royalty agreements. NSR royalties of 2% exist on the ~~Windfall~~projects ~~patented~~for claims inlocated awithin ~~transaction~~one mile of ~~cash~~the ~~and~~Windfall ~~shares~~Patented ~~valued~~claims. atA ~~$500,000.~~small ~~There~~portion of the Heiro-Syracuse claim group is asubject 4to an additional 1% NSR royalty. The NSR on ~~these~~the unpatented New York Canyon claims is 4%, while the NSR on the patented New York Canyon claims is 1.5%.

The ~~Secret~~Hoosac ~~Canyon/Oswego, South Ratto,~~ and ~~New~~North ~~York~~Amselco ~~Canyon~~claims ~~claim groups~~ are owned by Timberline, ~~subject~~and were under lease to ~~royalty~~Royal ~~agreements.~~Crescent ~~NSR~~Valley, ~~royalties~~LLC, a subsidiary of 2%Royal ~~exist~~Gold, onInc. ~~the~~until ~~projects~~July ~~for~~2021, ~~claims~~at ~~located~~which ~~within~~time ~~one~~they ~~mile~~terminated the lease. Until the termination of the ~~Windfall~~lease ~~Patented~~in ~~claims.~~July A2021, ~~small~~Royal ~~portion~~Gold ofmaintained ~~the~~BLM ~~Heiro-Syracuse~~lease ~~claim~~payments ~~group~~and isEureka ~~subject~~County tofees anon ~~additional~~the 1%Hoosac ~~NSR~~and ~~royalty~~North Amselco claim groups.

~~The Hoosac and North Amselco claims are owned by Timberline and were under lease to Royal Crescent Valley~~Accessibility, ~~LLC~~Physiography, aClimate ~~subsidiary of Royal Gold, Inc. until July 2021, at which time they terminated the lease. Until the termination of the lease in July 2021, Royal Gold maintained BLM lease payments~~ and ~~Eureka County fees on the Hoosac and North Amselco claim groups.~~ Infrastructure

~~Accessibility,~~U.S. ~~Physiography~~Highway 50 passes to the east of the Eureka Project and access is gained by heading south out of Eureka on the highway and connecting with unpaved local roads, ~~Climate~~some of which are periodically maintained by Eureka County (Figure 2). The turnoff for the New York Canyon claim group is about a half mile south of Eureka on U.S. Highway 50 and ~~Infrastructure~~is an unpaved road running up New York Canyon on the east side of the claim group.

~~U.S.~~The ~~Highway~~Windfall 50group ~~passes~~and to the ~~east~~northern parts of the ~~Eureka~~Hoosac ~~Project~~ and ~~access~~Lookout isMountain ~~gained~~groups byare ~~heading~~accessed ~~south~~by ~~out~~the ofWindfall ~~Eureka~~Canyon onRoad ~~the highway~~ and ~~connecting~~its ~~with~~westward ~~unpaved~~extension ~~local~~(the ~~roads,~~former ~~some~~haul ofroad ~~which~~for ~~are~~the ~~periodically~~Lookout ~~maintained~~Mountain byMine), ~~Eureka~~which ~~County.~~turns ~~The~~southwest ~~turnoff~~from ~~for~~ the ~~New~~highway ~~York~~approximately ~~Canyon~~2 ~~claim~~miles ~~group~~south isof ~~about~~Eureka. aThis ~~half~~road ~~mile~~is ~~south~~ of ~~Eureka~~uncommon onquality ~~U.S.~~and ~~Highway~~scale 50for ~~and~~rural isNevada andue ~~unpaved~~to ~~road~~its ~~running~~construction upas ~~New~~a ~~York~~mine ~~Canyon~~haul onroad ~~the~~at ~~east~~considerable ~~side~~cost ofin ~~the~~1980s ~~claim group~~dollars.

The ~~Windfall~~southern ~~group and the northern~~ parts of the ~~Hoosac~~Eureka ~~and~~Project ~~Lookout Mountain groups~~ are accessed by ~~the~~traveling ~~Windfall~~approximately ~~Canyon~~8 ~~Road~~miles ~~and~~south ~~its~~of ~~westward~~Eureka ~~extension~~on ~~(the~~U.S. ~~former~~Highway ~~haul~~50 ~~road~~to ~~for~~South ~~the Lookout Mountain Mine)~~Gate, ~~which~~then ~~turns~~1 mile south-southwest ~~from~~on the ~~highway~~Fish ~~approximately~~Creek 2Valley ~~miles~~Road ~~south~~to ofthe ~~Eureka.~~unimproved ~~This~~Secret ~~road~~Canyon isRoad, ofthen ~~uncommon~~northwest ~~quality~~to ~~and~~the ~~scale~~southern ~~for~~part ~~rural~~of ~~Nevada~~the ~~due~~Hoosac toclaims. ~~its~~Many ~~construction~~dirt astracks awithin ~~mine~~the ~~haul~~Eureka ~~road~~property atallow ~~considerable~~additional ~~cost in 1980s dollars~~access.

The ~~southern~~terrain ~~parts~~on of the Eureka Project ~~are~~is ~~accessed~~rugged, bywith ~~traveling~~high ~~approximately~~ridges, 8steep ~~miles~~canyons, ~~south~~and ofnarrow ~~Eureka~~valleys. onElevations ~~U.S.~~range ~~Highway~~from 507,000 to ~~South~~9,000 ~~Gate~~feet (2,100-2,400 ~~then~~m). 1Ridges ~~mile~~show ~~south~~abundant bedrock exposures, slopes and valleys are typically covered by soil and alluvium. Sagebrush abounds in lower-~~southwest~~elevation areas while juniper and piñon pine cover the higher elevations. Grasses and shrubs grow on the ~~Fish~~highest ~~Creek~~ridge ~~Valley~~tops. ~~Road~~The toclimate of the ~~unimproved~~project ~~Secret~~area ~~Canyon~~is ~~Road~~semi-arid with the area receiving moderate winter snows and occasional summer thunderstorms, ~~then~~with ~~northwest~~heavy rain from time to ~~the~~time ~~southern~~during ~~part~~otherwise ofhot ~~the~~and ~~Hoosac~~dry ~~claims~~summers. ~~Many~~In ~~dirt~~winter, ~~tracks~~access ~~within~~is not maintained off the ~~Eureka~~paved ~~property~~roads ~~allow~~and ~~additional~~November ~~access~~snow commonly lingers until April.

~~The~~Summer ~~terrain~~temperatures onusually ~~the~~consist ~~Eureka~~of ~~Project~~many isconsecutive ~~rugged,~~days ~~with~~over ~~high~~90º ~~ridges,~~F ~~steep~~(32.2º ~~canyons~~C), and ~~narrow~~temperatures ~~valleys.~~can ~~Elevations~~reach ~~range~~as ~~from~~high ~~7,000~~as to100º ~~9,000~~F ~~feet~~ (~~2,100-2,400~~37.8° mC). ~~Ridges~~or ~~show abundant bedrock exposures, slopes and valleys are typically covered by soil and alluvium~~more. ~~Sagebrush~~Winter ~~abounds~~temperatures ingenerally ~~lower-elevation~~range ~~areas~~from ~~while~~as ~~juniper~~cold ~~and~~as ~~piñon~~below ~~pine~~0º ~~cover~~F ~~the higher elevations~~(-17.8ºC) ~~Grasses~~to, ~~and~~more ~~shrubs~~commonly, ~~grow~~in on the ~~highest~~20º ~~ridge~~to ~~tops.~~35ºF ~~The climate of the project area is semi~~(-~~arid~~6.67º ~~with~~to ~~the~~1.7 ~~area~~º ~~receiving~~C) ~~moderate~~range. ~~winter~~Precipitation ~~snows~~amounts ~~and~~vary ~~occasional summer thunderstorms, with heavy rain~~ from ~~time~~year to ~~time~~year, ~~during~~averaging ~~otherwise~~about ~~hot~~10.0 ~~and~~inches ~~dry summers~~(25.4 Incm) ~~winter,~~for ~~access~~the isarea. ~~not~~Several ~~maintained~~feet ~~off~~of ~~the~~snow ~~paved~~may ~~roads~~accumulate ~~and~~on ~~November~~the ~~snow~~property ~~commonly~~during ~~lingers~~the ~~until~~winter ~~April~~months.

~~Summer~~The ~~temperatures~~Eureka ~~usually~~Project ~~consist~~is ofsituated ~~many~~in ~~consecutive~~north-central ~~days~~Nevada ~~over~~in ~~90º~~an Farea ~~(32~~with established mining infrastructure.2º ~~C),~~Transmission ~~and~~power ~~temperatures~~lines ~~can~~serve ~~reach~~Eureka asfrom ~~high~~the north. All essential services such as ~~100º~~food Fand ~~(37.8°~~lodging C)are oravailable ~~more.~~in ~~Winter~~Eureka, ~~temperatures~~including ~~generally~~dockage ~~range~~for ~~from~~shipments asof ~~cold~~heavy asequipment. ~~below~~A 0ºsmall Fairport ~~(-17~~at Eureka is available for private air transport.~~8ºC)~~ ~~to,~~Railroad ~~more~~access ~~commonly,~~is also available in the ~~20º~~area. toThe ~~35ºF~~gold (mines of north-~~6.67º~~central Nevada continue to ~~1.7~~produce ºa C)significant ~~range.~~portion ~~Precipitation~~of ~~amounts~~the ~~vary~~world’s ~~from~~gold, ~~year~~and skilled miners and mining professionals are available in Eureka, and 100 miles to ~~year~~the north in Carlin, ~~averaging~~Elko, ~~about~~and 10Spring Creek.0 ~~inches~~Permitting ~~(25.4~~a ~~cm)~~mining ~~for~~operation ~~the~~in ~~area.~~Nevada ~~Several~~has ~~feet~~been ofa ~~snow~~process ~~may~~with ~~accumulate~~which onlocal, ~~the~~state, ~~property~~and ~~during~~federal ~~the~~regulators ~~winter~~are ~~months~~very familiar and generally cooperative.

The ~~Eureka~~reader ~~Project~~should isnote ~~situated~~that discussions in ~~north-central~~this ~~Nevada~~document inpertaining anto ~~area~~assay ~~with~~results ~~established~~and ~~mining~~concentrations ~~infrastructure.~~of ~~Transmission~~gold ~~power~~mineralization ~~lines~~span ~~serve~~many ~~Eureka~~years ~~from~~and ~~the~~reporting ~~north.~~standards ~~All~~have ~~essential~~changed ~~services~~considerably ~~such~~over asthat ~~food~~time. ~~and~~References ~~lodging~~to ~~are~~historical ~~available~~reports inof ~~Eureka,~~assay ~~including~~results ~~dockage~~or ~~for~~the ~~shipments~~grade (concentration) of ~~heavy~~gold ~~equipment.~~mineralization Amay ~~small~~cite ~~airport~~results atin ~~Eureka~~troy isounces ~~available~~of ~~for~~gold ~~private~~per ~~air~~short ~~transport.~~ton ~~Railroad~~of ~~access~~rock, iswhich ~~also~~will ~~available~~be inabbreviated ~~the area~~“opt”. ~~The~~More recent gold ~~mines~~assay ofor ~~north-central~~concentration ~~Nevada~~data ~~continue~~will tobe ~~produce~~reported ain ~~significant~~this ~~portion~~document ofas ~~the~~grams ~~world’s~~of gold per tonne (metric) of rock, ~~and~~which ~~skilled~~will ~~miners~~be ~~and~~abbreviated ~~mining~~“g/t”. ~~professionals~~In ~~are~~most ~~available~~cases inwhen ~~Eureka~~discussing modern data, ~~and~~we ~~100~~make ~~miles~~an effort to cite the ~~north~~unit ~~in Carlin~~conversion, ~~Elko,~~which ~~and~~is ~~Spring~~on ~~Creek~~the basis of 1.00 ~~Permitting~~opt a= ~~mining~~34.286 ~~operation~~g/t. inWe ~~Nevada~~may ~~has~~also ~~been~~cite aother ~~process~~historic ~~with~~work ~~which~~in ~~local,~~the ~~state~~original US customary system of units, ~~and~~but ~~federal~~modern ~~regulators~~work ~~are~~will ~~very~~be ~~familiar~~reported ~~and~~in ~~generally~~metric ~~cooperative~~units with conversions to US customary in most instances.

~~The~~21 ~~reader~~Table ~~should note that discussions in this document pertaining to assay results and concentrations~~ of gold mineralization span many years and reporting standards have changed considerably over that time. References to historical reports of assay results or the grade (concentration) of gold mineralization may cite results in troy ounces of gold per short ton of rock, which will be abbreviated “opt”. More recent gold assay or concentration data will be reported in this document as grams of gold per tonne (metric) of rock, which will be abbreviated “g/t”. In most cases when discussing modern data, we make an effort to cite the unit conversion, which is on the basis of 1.00 opt = 34.286 g/t. We may also cite other historic work in the original US customary system of units, but modern work will be reported in metric units with conversions to US customary in most instances. Contents

23Overview ~~Table~~ of ~~Contents~~Eureka Project Geology and Exploration

~~Summary~~The Eureka Project includes Timberline’s Lookout Mountain gold resource along with a pipeline of ~~Modern~~earlier-stage ~~Exploration~~targets bythat feature past gold production, historic gold estimates, and/or drill-indicated gold mineralization. Timberline’s ~~Resources:~~discovery ~~2010~~to-~~2021~~date at Lookout Mountain includes a gold resource estimate at Lookout Mountain (~~See~~reported ~~below~~under ~~for~~SEC ~~2022~~regulation S-K 1300 and ~~pre~~Canadian National Instrument 43-~~2010~~101) ~~historic~~and ~~summaries~~an associated, but separate, high-grade zone (Water Well Zone), and several other prospects with drill indicated gold mineralization.

~~The~~Exploration ~~Eureka~~interest ~~Project~~in ~~has~~the ~~excellent~~area ~~potential~~of ~~for~~Timberline’s ~~continued~~Eureka ~~exploration~~property ~~success.~~began ~~Based~~in on the ~~work~~late of1800s ~~previous~~as ~~companies~~overflow from Eureka area prospecting and bydevelopment ~~Timberline,~~of historic lead-zinc-silver+gold ~~mineralization~~mines atbeginning ~~the~~in ~~Lookout~~1864 ~~Mountain~~with ~~target~~discovery isof ~~currently~~mineralization ~~defined~~in ~~over~~New aYork ~~structural~~Canyon at what would become the Seventy-~~stratigraphic~~Six ~~corridor~~Mine, ~~that~~a ~~extends~~patented upclaim tonow ~~4.3~~owned ~~miles~~by Timberline (7Figure ~~kilometers~~2). The first discovery of gold with no base metals was made in ~~strike~~1904 ~~length~~at Windfall. ~~This~~Mining ~~corridor~~subsequently ~~hosts~~occurred ~~several~~from ~~areas~~the ofWindfall ~~drill-indicated~~underground ~~gold~~mine where approximately 24,000 oz was produced intermittently between 1909 and ~~the~~1952. ~~potential~~Silver ~~for~~was ~~discovery~~discovered south of ~~additional~~Windfall ~~mineralization~~with isproduction ~~strong.~~of ~~The~~unknown ~~Lookout~~scale ~~Mountain~~from ~~mineralization~~the ~~itself~~Geddes-Bertrand ismine ~~open~~around ~~for~~1974-1975 ~~expansion~~and atsimilarly ~~depth~~gold and/or ~~along~~silver ~~strike~~with lead from other lesser operations such as the Hoosac, Oswego, and Paige Corwin mines.

~~From~~Geologic ~~2010~~studies ~~through 2013~~(King, ~~the~~1878; ~~exploration~~Hague, ~~work~~1883, ~~programs~~1892; ~~totaled~~Curtis, ~~approximately~~1884; $9Walcott,~~000,000~~ on1884) began in the Eureka ~~Project~~district approximately concurrent with the start of silver-lead mining by government geologists and formed the initial foundation for further exploration. ~~The~~Studies continued with the work ~~during~~of ~~that~~Nolan ~~period~~and ~~delivered~~others ~~sufficient~~(1956), ~~data~~and toNolan ~~support~~and aHunt ~~mineral~~(1968). ~~resource~~The ~~estimate~~district lies at ~~Lookout~~the ~~Mountain~~northern ~~(including~~end aof ~~technical~~the ~~report~~Fish ~~compliant~~Creek ~~with~~Range ~~Canadian~~and ~~National~~is ~~Instrument~~underlain ~~43-101~~by ~~(“NI~~a 43miles-~~101”)),~~thick ~~conduct~~sequence ~~initial~~of ~~gold~~Cambrian ~~recovery~~through ~~studies,~~Devonian ~~initiate~~sedimentary ~~environmental~~rocks ~~baseline~~that ~~investigations,~~were ~~better~~affected ~~understand~~by the ~~controls~~Late ofDevonian ~~mineralization~~to Early Mississippian Antler Orogeny (Figure 3). Tertiary volcanic rocks, and toMesozoic ~~outline~~and ~~additional~~Tertiary ~~exploration~~intrusions ~~drill~~occur ~~targets~~locally. InRocks ~~summary~~as young as Permian were deformed and cut by thrust faults, ~~these~~which ~~objectives~~themselves were ~~met~~deformed ininto ~~the~~a ~~2010~~series of north-~~2013~~trending ~~exploration~~folds by ~~completion~~compression ofthat continued into Cretaceous time. Basin-range normal faults subsequently formed the ~~following:~~present mountains and valleys.

·Figure ~~16,675~~3. ~~feet~~Geology ~~(5,083 m)~~ of core drilling focused primarily for metallurgical and geotechnical scoping studies; · 46,965 feet (14,315 m) of RC drilling directed primarily at resource in-fill and definition drilling, and; · Additional testing activities, including metallurgical test work on core samples, channel and mini-bulk sampling within the ~~historical~~Eureka ~~Lookout Mountain pit, identification of additional exploration targets beyond the Lookout Mountain Deposit area, and drilling and construction of additional groundwater monitoring wells.~~District

AnThe ~~initial~~sedimentary ~~technical~~rocks ~~report~~exposed ~~entitled,~~in ~~Technical Report on~~ the ~~Lookout~~district ~~Mountain~~are ~~Project,~~made ~~Eureka~~up ~~County,~~of ~~Nevada~~limestone, ~~USA~~dolomite, ~~compliant~~and ~~with~~minor NIamounts ~~43-101~~of ~~(“2011~~shale ~~Technical~~and ~~Report”),~~quartzite ~~was~~which ~~completed~~total ~~on May 2~~14,500 ~~2011.~~feet ~~The~~in ~~Technical~~thickness ~~Report~~in ~~was~~the ~~prepared~~Eureka byarea. ~~Mine Development Associates~~ Cretaceous(~~MDA~~?) ~~of Reno~~pluton(s), ~~Nevada~~as ~~under~~well ~~the~~as ~~supervision~~felsic ofdikes ~~Michael~~thought M.to ~~Gustin,~~be ~~Senior~~of ~~Geologist,~~Eocene ~~who~~age isintrude ~~a qualified person under NI 43-101. The Technical Report details mineralization at~~ the ~~Lookout~~sedimentary ~~Mountain Deposit. In addition, significant exploration potential was noted.~~ rocks

~~The~~22 ~~mineral~~Table ~~resource was modeled and estimated by MDA by statistical evaluation~~ of available drill data utilizing geologic interpretations provided by Timberline. The geologic interpretations were used to constrain gold mineral domains on vertical cross sections spaced at 50- to 100-foot intervals across the extent of the Lookout Mountain mineralization. The cross sections were rectified to the mineral-domain interpretations on level plans spaced at 10-foot intervals, allowing the geostatistical analysis of the modeled mineralization to aid in the establishment of estimation parameters, and interpolating grades into a three-dimensional block model.Contents

The ~~final~~lower ~~drill~~Paleozoic ~~results~~calcareous ofrocks ~~the~~in ~~2011~~Timberline’s ~~exploration~~project ~~program~~area ~~were~~are ~~successfully~~complexly ~~incorporated~~folded ~~into~~and ~~the~~faulted ~~updated~~as ~~mineral~~part ~~resource~~of ~~and~~a NIPaleozoic ~~43-101~~thrust ~~compliant~~system ~~“Updated~~that ~~Technical~~places ~~Report~~Cambrian rocks on ~~the~~top ~~Lookout~~of ~~Mountain~~Ordovician ~~Project,~~and ~~Eureka~~Silurian ~~County~~rocks (Nolan, ~~Nevada~~1962, ~~USA”~~Long ~~issued~~et byal., ~~MDA~~2014), onHode ~~May~~et 31al., ~~2012 (“2012 Technical Report”~~2015). AsEast-trending acompression ~~result~~formed oflarge ~~the~~north-trending ~~2011~~folds; ~~exploration~~a ~~program~~later, ~~the~~weaker ~~mineralized~~episode ~~zone~~of atnorth-trending ~~Lookout~~compression ~~Mountain~~warped ~~was~~the ~~successfully~~north-south ~~extended~~folds ~~600~~into ~~feet~~one ~~(183m)~~large toanticline ~~the~~with ~~south~~an ofeast-trending ~~the~~axial ~~existing~~plane. ~~mineral~~Three ~~deposit,~~principal ~~and~~sets ~~mineralization~~of ~~was~~normal ~~also~~faults ~~expanded~~have ~~along~~been ~~the~~identified, ~~west~~striking ~~margin~~northeast, ofnorthwest, ~~the~~and ~~deposit. Results from Lookout Mountain~~east-west, and ~~from~~there ~~the~~are ~~South~~also ~~Adit~~strike-slip ~~area,~~faults ~~significantly~~that ~~increased~~appear ~~the~~to ~~reported~~be ~~mineralization~~tear atfaults ~~the~~associated ~~Lookout~~with ~~Mountain~~the ~~Deposit~~thrusting.

~~Assay~~“Modern” ~~results~~exploration ~~from~~in ~~drilling~~the ~~during~~project area began in the ~~2012~~early 1960s and ~~2013~~led ~~exploration~~to ~~program~~discovery ~~were~~of ~~incorporated~~low ~~into~~grade, ~~another~~near-surface ~~update~~gold toat Windfall. The geologic elements of the ~~resource~~discovery, ~~and~~including NIsedimentary 43rock-~~101~~hosted ~~compliant~~disseminated ~~“Updated~~gold ~~Technical~~with ~~Report~~indistinct onassay ~~the~~walls ~~Lookout~~in ~~Mountain~~oxidized ~~Project~~rocks, ~~Eureka~~became ~~County~~understood to be Carlin-type gold (CTG) mineralization. The mineralization at the Windfall mine was developed by open pit mining in three sites totaling approximately 110K oz of production from the Paroni, ~~Nevada~~Windfall, ~~USA”~~and ~~issued~~Rustler byopen ~~MDA~~pits onbetween ~~April~~1975 11and approximately 1989. The success of these open pits and geologic studies triggered further exploration through the end of the century in the broader project area resulting in identification of several new targets along three north-to-south zones trends known as Windfall, ~~2013~~Lookout, and Oswego, each of which is approximately 3 to 4 miles (~~“2013~~4.8-6.5 ~~Technical~~km) ~~Report”~~in length (Figure 2).

~~The~~Exploration ~~Lookout~~in ~~Mountain~~the ~~Deposit~~Ratto isRidge aarea ~~large~~resulted ~~“Carlin~~in discovery of Windfall-~~type”~~like CTG gold ~~system~~mineralization ~~with~~at aLookout ~~defined~~Mountain ~~gold~~where ~~resource~~approximately ~~(see 2013~~18,000 ~~Technical~~oz ~~Report) and~~was ~~drill-indicated~~mined ~~mineralization~~in ~~that~~the ~~extends~~mid-late ~~over~~1980s a(Figure ~~north~~2). In follow-up to~~-south~~ ~~trend~~the ofmining, ~~approximately~~several 3companies ~~miles~~explored (~the 5property ~~km)~~prior to Staccato Gold’s work between 2003 and 2010. ~~The~~Exploration ~~MDA~~included extensive geologic mapping, ground magnetic surveys, property scale soil and rock sampling, and extensive drilling focused on expansion of the Lookout Mountain gold ~~resource~~deposit. ~~estimate~~Timberline ~~includes~~continued ~~508~~this exploration after their acquisition of Staccato Gold in 2010 with additional magnetics,~~000~~ oza ~~(Measured~~property &scale ~~Indicated)~~gravity survey, IP grid surveys at Lookout Mountain and ~~141~~Windfall,~~000~~ ozand ~~(Inferred)~~CSAMT assurveys ~~summarized~~along with additional drilling most recently in 2022, and resource calculations. See below ~~(Table~~for 2)further atdescription of the ~~noted~~property ~~cut-off~~exploration ~~grades~~results.

24Timberline’s ~~Table~~primary exploration efforts to-date have focused on the discovery of ~~Contents~~CTG gold deposits such as that at Lookout Mountain and the historical Windfall Mine. Through evaluation of district data, our geologists also recognize potential for the discovery of silver-lead-zinc + gold deposits of the intrusion-related polymetallic carbonate-replacement deposit (CRD) type, which are similar to those of the northern Eureka district. The CRD deposits in the Eureka district comprise massive to semi-massive deposits primarily of pyrite, galena, sphalerite with silver and significant amounts of gold hosted within dolomite. The Cambrian Eldorado Dolomite and Hamburg Dolomite formations are favorable hosts in the district. Timberline has advanced some of these targets during FY 2023.

~~Table~~2023 2. Lookout Mountain Gold Resource ~~(1)(2)(3)~~

Resource Category	Tons	Tonnes	Gold (opt)	Gold(g/t)	Gold Ounces
Measured	3,043,000	2,761,000	0.035	1.200	106,000
Indicated	25,897,000	23,493,000	0.016	0.549	402,000
Measured & Indicated	28,940,000	26,254,000	0.018	0.617	508,000
Inferred	11,709,000	10,622,000	0.012	0.411	141,000

SPECIAL NOTE TO READERS: Lookout Mountain is a material property as defined by Regulation S-K Subpart 1300 (S-K 1300) issued by the Security and Exchange Commission (SEC). All other properties described in this Annual Report are immaterial under S-K 1300.

During the 2023 fiscal year, RESPEC Company LLC completed a mineral resource estimate and an initial Technical Report Summary (TRS) for the Lookout Mountain gold deposit. The TRS and mineral resource disclosure is a requirement S-K 1300, which governs US mining projects. The updated mineral resource estimate is summarized in Table 2. The resource estimate has been constrained by optimized open pits utilizing revenue and cost inputs as summarized in the Notes: to Table 2 below.

	(1)	0.006 opt (0.21 g/t) cut-off applied to oxidized material to capture mineralization potentially available to open pit extraction and heap leach processing. 0.030 opt (1.03 g/t) cut-off applied to unoxidized material to capture mineralization potentially available to open pit extraction and lower heap leach recoveries or sulfide processing.
	(2)	Rounding may cause apparent discrepancies.
	(3)	The effective date of the Lookout Mountain updated gold resource is February 20, 2013.
	The full MDA Resource Estimate with various cut-off grades can be seen at:http://timberlineresources.co/wp-content/uploads/2015/07/LookoutMt_-43-101_2013.pdf.

Table 2. Updated Lookout Mountain Project Gold Resources

Gold mineralization near the historical open pit at Lookout Mountain (Figure 3) includes multiple intercepts ranging from approximately 0.1 to 2.25 opt gold (3.4 to 77.14 g/t) (see Table 3 and news releases dated July 10, 2018 and Dec 1, 2020 at httpNotes://timberlineresources.co/press-releases). The mineralization is associated with extensive zones of fault breccias, collapse breccias, and with orpiment and realgar (arsenic sulfides) which are commonly found in major Carlin-type gold deposits.

~~Exploration~~· ~~activities~~The atMineral ~~the~~Resources ~~Eureka~~are ~~Project,~~comprised ~~including~~of ~~Lookout~~oxidized ~~Mountain,~~model ~~were~~blocks ~~curtailed~~that ~~during~~lie ~~2014~~within ~~due~~optimized topits ~~the~~at ~~limited~~a ~~availability~~cutoff grade of ~~capital~~0.005 Inoz ~~fiscal~~Au/ton ~~2015,~~plus ~~Timberline~~unoxidized ~~drilled~~blocks ~~three~~within ~~holes to~~ the ~~east~~optimized ofpits ~~the~~at ~~Lookout Mountain resource and confirmed~~ a ~~2012~~0.055 ~~partial~~oz ~~drill~~Au/ton ~~intercept of higher-grade gold mineralization at depth in hole BHSE-152 (Figure 3)~~cutoff. ~~The~~· ~~geology~~Mineral inResources ~~the~~that ~~hole~~are ~~stratigraphically~~not ~~correlates~~Mineral ~~well~~Reserves ~~with~~do ~~gold~~not ~~intercepts~~have ~~occurring~~demonstrated ~~up-dip~~economic inviability. ~~the~~· ~~resource~~The ~~area.~~Mineral ~~The~~Resources ~~host~~are ~~rocks~~potentially ~~tend~~amenable to beopen ~~carbonaceous~~pit ~~collapse~~mining ~~breccias~~methods and ~~jasperoid~~are ~~with~~therefore ~~pyrite~~constrained ~~(and~~by ~~sometimes~~optimized ~~arsenic~~pits ~~sulfides)~~created atusing ~~the~~a ~~contact~~gold ~~between~~price ~~the~~of ~~Cambrian-aged~~US$1,800/oz, ~~Dunderberg~~a ~~and~~throughput ~~Hamburg~~rate ~~formations.~~of ~~The~~10,000 ~~four~~tons/day, ~~intercepts~~assumed ~~are~~metallurgical ~~thought~~recoveries byof ~~Timberline~~80% ~~geologists~~for toheap-leaching beof ~~mineralogically~~oxidized ~~consistent~~materials ~~with~~and ~~higher-grade~~86% ~~occurrences~~for astoll ~~recognized~~milling ~~in deeper levels~~ of ~~many~~unoxidized ~~Carlin-type~~materials, ~~gold~~a ~~systems.~~mining ~~One~~cost of ~~the~~US$2.50/ton, ~~strongest~~heap-leaching ~~intercepts~~processing ~~from~~cost ~~the~~of ~~2015~~$3.60/ton, ~~drilling~~toll ~~included~~milling 65cost ~~feet~~of ~~(19~~$80.800/ton, m)general @and ~~0.09~~administrative ~~opt~~costs ~~gold~~of (3$0.~~09 g~~83/t)ton processed, ~~including~~a ~~25.2~~reclamation ~~feet~~cost ~~(7.7~~of ~~m) @~~ $0.~~146 opt gold (5.02 g~~25/t)ton inprocessed, ~~BHSE-171~~refining ~~(Table~~cost of $3).00/oz ~~This~~Au ~~new~~produced, ~~zone~~and ofan ~~higher-grade~~NSR ~~gold,~~royalty ~~downdip~~of ~~from~~3.5%. ~~the~~This ~~Lookout~~study ~~Mountain~~does ~~Resource,~~not ~~would~~constitute ~~become~~an ~~known~~Initial asAssessment ~~the~~under ~~Water~~S-K ~~Well Zone (WWZ)~~1300.

2523 Table of Contents

~~Figure~~· 3The effective date of the resource estimate is December 31, 2022. ~~Lookout~~· ~~Mountain~~Rounding ~~Geology~~may result in apparent discrepancies between tons, grade, and ~~High-Grade~~contained ~~Gold~~metal ~~Zone~~content. ~~Including~~· ~~Drilling~~Technical ~~through~~Report FYSummary ~~2021~~is authored by Steven Osterberg, PhD, PG (Timberline’s qualified person) and RESPEC Company LLC of Reno, Nevada

26The ~~Table~~S-K 1300 mineral resource estimate reflects our first limited economic analysis on the project. The TRS documents much work that has been accomplished over the last several years at Lookout Mountain, including initial metallurgical, environmental, and engineering studies. Advancing the deposit to pit-constrained resources has also identified opportunities for growth and optimization of ~~Contents~~the project towards economic viability. The recommendations from this study, as well as the exciting developments in the district, highlight the potential growth for both gold and silver at the Eureka Project.

~~Table~~The 3gold resources at the Lookout Mountain project were modeled and estimated by evaluating the drill data statistically, utilizing the geologic interpretations provided by Timberline to interpret mineral domains on cross sections spaced at 50- and 100-foot intervals, analyzing the modeled mineralization statistically to aid in the establishment of estimation parameters, and interpolating grades into a three-dimensional block model. ~~Representative~~Although ~~High~~geologic modeling and the early stages of drilling completed to-~~Grade~~date ~~Gold~~at ~~Drill~~the ~~Intercepts~~Water ~~through~~Well ~~2020~~Zone ~~from~~(WWZ), located east of and adjacent to the north end of the gold resource (Figure 4), suggest mineralization is related to that in the Lookout Mountain ~~Resource~~gold ~~Area~~resource area, the low density of drilling precludes it from incorporation into the current resource model.

Drill Hole	From (meters)	To (meters)	Length (meters)(1)	Gold (g/t) (2)	Au GT (gram*meters)
BH05-01	82.3	102.1	19.8	11.79	233
including	83.8	91.4	7.6	21.98	167
BH05-03	58.8	59.8	1.0	76.80	77
BH06-02	135.7	143.9	8.2	12.40	102
BH06-07	123.8	151.8	28.0	7.44	208
BH06-10	0.0	15.2	15.2	18.40	280
BH06-13	45.1	46.0	0.9	50.30	45
BH06-13	117.4	124.9	7.5	9.51	71
BH06-16	0.0	10.0	10.0	12.90	129
BHSE-029C	119.2	136.9	17.7	12.00	212
BHSE-032	42.7	45.7	3.0	14.60	44
BHSE-034	41.2	42.7	1.5	15.80	24
BHSE-037C	67.7	68.0	0.3	27.80	8
BHSE-064	39.6	45.7	6.1	3.19	19
BHSE-066	25.9	30.5	4.6	4.95	23
BHSE-066	88.4	93.0	4.6	8.53	39
BHSE-067	51.8	56.4	4.6	3.63	17
BHSE-076	6.1	48.8	42.7	1.43	61
including	7.6	10.7	3.1	11.52	35
BHSE-096	32.0	94.5	62.5	1.48	92
including	36.6	45.7	9.1	3.73	34
BHSE-102	41.2	70.1	29.0	1.89	55
including	59.4	62.5	3.1	13.15	40
BHSE-104	33.5	86.9	53.3	1.18	63
including	67.1	73.2	6.1	12.19	74
BHSE-126C	9.5	14.1	4.6	33.10	152
BHSE-151C	152.7	163.6	10.9	3.63	40
Including	154.2	156.9	2.6	35.63	93
BHSE-176	21.3	36.6	15.2	10.09	154
BHSE-186	4.6	10.7	6.1	5.21	32
BR-1	10.7	22.9	12.2	14.50	177
BR-1	19.8	22.9	3.1	45.10	140
BR-19	10.7	13.7	3.0	12.70	38
BR-19	19.8	22.9	3.1	45.10	140
BR-19	67.1	71.7	4.6	11.10	51
BR-19	117.4	137.2	19.8	10.90	216
BR-26	134.2	140.2	6.0	11.10	67
EFL-4	29.0	30.5	1.5	9.30	14
EFL-5	0.0	1.5	1.5	8.60	13
LM-05	0.0	19.8	19.8	8.90	176
LM-13	3.1	4.6	1.5	12.30	18

The resources reported by RESPEC are open along strike in both directions as well as down dip. The possible extension of the Lookout Mountain deposit south through to the South Adit resource (Figure 2), located approximately 3,500 feet south of the southern limit of the modeled mineralization at Lookout Mountain, provides the best opportunity for near-term enhancement of project resources. In addition, there is excellent potential to add to the existing resources that lie west of the Ratto Canyon fault at the Lookout Mountain deposit.

27In ~~Table~~November 2023 the Company released the updated mineral resource estimate (MRE) for the Lookout Mountain gold deposit under Canadian National Instrument (NI) 43-101, Companion Policy 43-101CP, and Form 43-101F1, which is a Canadian Securities Administrators’ requirement for mining projects governing the disclosure of ~~Contents~~mineral reserves and resources. The updated MRE as reported under NI 43-101 is summarized in Table 2.

RTC-201	0.0	14.0	14.0	10.90	153
RTC-201	17.4	19.8	2.4	17.30	42
RTR-020	6.1	7.6	1.5	17.80	27
RTR-044	0.0	19.8	19.8	11.60	230
RTR-044a	0.0	3.1	3.1	9.94	31
RTR-044a	25.9	27.4	1.5	10.60	16
RTR-048	54.9	56.4	1.5	13.70	21
RTR-049	33.5	35.1	1.6	163.00	261
RTR-049	73.2	76.2	3.0	28.10	84
RTR-059	29.0	32.0	3.0	20.60	62
RTR-071	0.0	13.7	13.7	9.71	133
RTR-095	7.6	19.8	12.2	12.60	154
RTR-098	0.0	13.7	13.7	12.70	174
RTR-133	71.7	76.2	4.5	17.40	78
RTR-134	126.5	143.3	16.8	12.00	202
RTR-153	9.2	18.3	9.1	11.10	101
RTR-153	73.2	74.7	1.5	12.30	18
RTR-156	16.8	18.3	1.5	10.30	15
RTR-159	4.6	7.6	3.0	8.57	26
RTR-163	18.3	19.8	1.5	31.50	47
RTR-180	111.3	114.3	3.0	11.70	35
RTR-181	80.8	102.1	21.3	9.09	194
RTR-190	144.8	160.1	15.3	11.30	173
RTR-191	134.2	147.9	13.7	19.10	262
RTR-258	152.4	155.5	3.1	14.10	44

Timberline drilling northeast of the gold resource area has also intersected lead-zinc-silver mineralization that is consistent with CRD-type deposits. A large, induced polarization (IP) chargeability anomaly occupies the corridor adjacent to and below the known Carlin-type gold and CRD-type drill intercepts (see further discussion below). The IP anomaly has not been thoroughly drill-tested.

~~(1)~~2023 ~~Drill~~Lookout ~~thickness~~Mountain –Project ~~True~~Gold ~~widths of drill intercepts have not been determined (2) g/t: grams/tonne~~Exploration

~~Timberline~~The ~~also~~FY ~~completed~~2023 aexploration ~~six-hole~~program RCcontinued ~~drill~~to ~~program~~focus primarily on ~~the~~exploration ~~Windfall~~drilling ~~target~~ in ~~2015.~~the ~~The~~WWZ ~~drilling~~(Figure ~~successfully~~4) ~~tested~~to test the ~~on-strike,~~extent ~~offset,~~of ~~and~~the ~~down-dip~~gold ~~extensions~~mineralization ofat ~~gold~~the ~~mineralization~~contact ~~that~~between ~~was~~the ~~previously~~Dunderberg ~~mined~~and atHamburg ~~Windfall~~formations (Figure 5). ~~The~~Three drill holes ~~were~~from ~~completed~~the ~~over~~2022 a- ~~strike~~2023 ~~length~~drill program tested the southern end of the WWZ, constituting approximately 3,~~000~~670 feet (~~914~~1,119m) out of the 21,856 feet (6,662 m) ~~and~~program. ~~intersected~~The Company reported these results during early calendar year 2023. This drilling continued to confirm the consistent presence of gold mineralization ~~consistent~~at ~~with~~the key contact, but the results also encountered numerous faults that ~~reported~~complicate ~~from~~the ~~historic~~WWZ ~~drilling~~deposit – resulting in ~~the~~apparent ~~area~~gaps, ~~highlighted~~as bywell ~~drill~~as ~~hole~~zones ~~BHWF-40~~of enrichment, ~~which~~in ~~intersected~~the 80mineralization. ~~feet~~Timberline ~~(24.9~~geologists m)believe atthat ~~0.09~~recent ~~opt~~drilling ~~(3.09~~is ~~g/t)~~within ofthe ~~gold~~footprint ~~including~~of a ~~subsection~~significant ofdiscovery 20at ~~feet~~the ~~(6.1~~Water m)Well @Zone, ~~0.26~~and ~~opt~~the ~~(8.91~~best ~~g/t~~potential for expansion by surface drilling lies to the east (downdip) ofand ~~gold~~south.

~~During~~Assay ~~the~~highlights ~~continued~~from ~~difficult commodities environment of fiscal years 2016 and 2017,~~ the ~~Company~~three ~~did~~FY no2023 ~~drilling~~drillholes orin ~~significant field work at~~ the ~~Eureka~~southern ~~Project.~~WWZ ~~During~~are ~~fiscal~~included ~~year~~below ~~2018,~~(using ~~we conducted internal geologic reviews of the project, with~~ a ~~focus~~cutoff ~~on higher~~ grade (>of 0.3 g/t) ~~gold~~for mineralization that is associated with extensive zones of fault breccia, as well as carbonaceous collapse-breccia. The team also compiled and reviewed historical geophysical data. This included property-wide magnetics and three lines of shallow induced polarization/resistivity (IP) data from 1992. These data defined three north-to-south trending anomalies at Lookout Mountain that are partially coincident with the high-grade gold ~~drill intercepts and faults. In addition, a single line of historical controlled source audio magneto-telluric (CSAMT~~) ~~data which crosses the Lookout Mountain open-pit area was also evaluated.~~ :

~~The~~· ~~review~~BHSE-225C: ~~of historical data led to design and completion of a detailed gravity survey around Lookout Mountain~~29.0m The gravity data correlates well with structures identified in the CSAMT and with magnetic signatures and geologic mapping. Together the data outline a graben-like feature, the west boundary of which is extensively drilled and approximately coincident with the existing north-to-south trending gold resource at ~~Lookout Mountain~~1.06 ~~The~~grams ~~central~~per ~~portion~~tonne ~~of the graben had been tested only locally on the west side by four closely-spaced holes~~ (~~BHSE-152, -171, -172, -173~~g/t) ~~at the Water Well Zone, all of which contain relatively high-grade~~ gold. ~~The eastern margin of the graben is marked by the major Dugout Tunnel Fault, which separates down-faulted Ordovician rocks~~ from ~~older Cambrian rocks to the east~~294.7m depth, including

28 Table of Contents

	o	9.1m at 2.17 g/t gold from 305.4m depth; and
	o	1.5m at 3.01 g/t gold from 308.5m depth;

~~Additional~~· ~~field~~BHSE-231C: ~~work~~8.5m ~~in 2018 was also completed~~ at ~~the Windfall target~~2.38 ~~Work there focused on collection of 40 rock chip samples in and between the historical Rustler, Windfall, and Paroni Pits. Highlights included 10 samples with greater than 0.029 opt (1.0~~ g/t) ~~and 6 greater than 0.088 opt (3.0 g/t)~~ gold, upfrom ~~to a maximum of 0~~303.~~382~~9m ~~opt (13.1 g/t) gold. In total~~depth, ~~17 samples assayed greater than 0.007 opt (0.250 g/t), documenting the extensive zone of gold mineralization.~~ including

~~During~~o ~~fiscal year 2019, field activities were re-initiated upon entering into the Lookout Mountain LLC Agreement with PM & G Mines, Inc~~4.0m ~~(“PM&G”)~~at ~~to fund advancement of exploration with an initial focus on the high-grade mineralization in the vicinity of the Lookout Mountain open pit~~3.63 Initial work entailed a continuation of re-logging of historical drill core in the resource area, where drilling had delineated a northwest-southeast trend of high-grade gold (defined as drill hole intercepts of ≥ 0.10 opt or ~3 g/t) ~~(Figure 3). This high-grade~~ gold ~~area~~from ~~has a strike length of approximately 500 feet (~150m) within the pit area and is up to 250 feet (~60m) wide~~308.5m It includes relatively flat lying to moderate dipping gold-bearing zones at multiple elevations, including some exposure in the historical pit. The gold mineralization is constrained, at least in part, by stratigraphy and zones of decalcified collapse breccias in the Dunderberg formation. The breccias locally contain the minerals orpiment and realgar (arsenic sulfides). depth;

In24 ~~addition~~Table ~~to relogging historical drill core, a professional land survey was completed in the Lookout Mountain pit area by a Nevada licensed land surveyor. The work was designed as part~~ of ~~a QAQC assessment of historical drill collar data with results to facilitate advancing the project spatial controls to standards required for mine planning, resource modelling and engineering.~~ Contents

In early FY2020, the Company filed with the BLM an amended work plan to the 2009 BLM Plan of Operations for Lookout Mountain. The amended work plan proposed bonding with an additional 9 acres of proposed disturbance beyond the existing 28 acres of disturbance. The increased bond will permit construction of up to 249 drill sites and 28,657 feet of road access in the immediate area of the Lookout Mountain open pit. The work plan was subsequently approved in mid-2020.

	·	BHSE-241C: 1.5m at 3.40 g/t gold from 305.4m depth;
	·	BHSE-241C: 25.9m at 0.72 g/t gold from 314.6m depth; including

During the third quarter of FY 2020, PM&G resigned from the joint venture because they failed to meet the minimum earn-in investment requirements. As a result, the planned drill program did not take place. However, upon completion of a financing in August 2020, the Company submitted additional bond capital of $246,013 to the BLM in preparation for renewed drilling at the Lookout Mountain target.

	o	7.6m at 1.3 g/t gold from 314.6m depth; and
	o	1.5m at 3.65 g/t gold from 314.6m depth.

~~Twelve RC drill holes totaling 8,000 ft (2,438 m) were completed in FY 2020 within or near the resource area to confirm historical intercepts and as in-fill in mineralized areas (~~Figure 4). Plan ~~Five~~View of ~~the~~Water RCWell ~~holes~~Zone were drilled as offsets to the 2015 WWZ discovery drilling. The program continued into early FY2021 with completion of an additional three core holes totaling 4,477 ft (1,365 m). The core holes were completed east of the resource area to test an IP anomaly and ~~down-dip~~Oswego ~~extensions of WWZ mineralization. The core holes did not reach their target depths and were terminated due to drilling difficulties.~~ Drilling

In25 ~~late~~Table ~~2020 and early 2021 Timberline announced additional drill results~~ of ~~high-grade gold inside the existing resource and to the east in the WWZ (Figure 3) (see Company news releases dated December 1, 2020 and January 7, 2021). Highlights included:~~Contents

·Figure Hole BHSE-176 intercepted near surface high-grade gold mineralization, 15.24m averaging 10.09 g/t, beginning at 21.34m downhole depth, including 9.14m of 16.31 g/t, which included 3.05m of 31.40 g/t. · Holes BHSE-177 and 178 encountered shallow oxide gold within the existing resource, including 18.29m of 0.87 g/t (from surface), 48.77m of 1.00 g/t, and 59.44m of 0.63 g/t. · Holes BHSE-180, 181, and 182 confirmed northward and down dip extensions of mineralization beyond the Lookout Mountain pit, including gold intercepts of up to 18.29m of 1.58 g/t in the latter of these holes. · Hole BHSE-184 drilled 18.29m @ 0.93 g/t gold in the shallow sub-surface below the historical pit. · Hole BHSE-186 intercepted 6.10 m of near surface high-grade gold (5~~.21~~ ~~g/t)~~– ~~and~~Cross aSection ~~separate, broader zone (25.91 m) at 0.77 g/t mineralization at further depth within the pit area. · Hole BHSE-187 encountered 7.62 m~~ of ~~4.49~~Line ~~g/t~~4363875N ~~gold~~through ~~outside~~ the ~~existing~~South ~~resource~~WWZ ~~area~~with ~~within~~New aDrilling ~~broader zone of 32.00 m at 1.82 g/t.~~

29Additional ~~Table~~exploration drilling completed early in FY 2023 tested the northern limits of ~~Contents~~the WWZ and its association with the Lookout Mountain gold resource (Figure 4). Four drillholes, constituting approximately 5,960 feet (1,817m) of the approximately 21,850 feet (6,662m) drill program, began in 2022 and finished in 2023.

~~Figure~~Four 4drillholes in the northern WWZ encountered significant gold mineralization, while two holes intersected significant lead-zinc-silver, including drillhole BHSE-237C which cut more than 200m of strongly enriched silver. ~~Lookout~~ ~~Mountain~~The ~~Resource~~drilling ~~Area~~confirmed ~~2020~~that the Carlin-~~2022~~type ~~Drilling~~gold system continues across a major fault zone bounding the north of the WWZ and into younger Ordovician rocks. Lead-zinc-silver mineralization related to granitic intrusions is thought to be CRD-related. Assay highlights from the drilling include (using cutoff grades of 0.3 g/t for gold and 1.0 g/t for silver):

30· ~~Table~~BHSE-238C: of16.8m ~~Contents~~at 2.64 grams per tonne (g/t) gold from 178.9m depth, including

Ao ~~schematic cross section view from just south of the historical Lookout Mountain pit shows the geology of the resource and WWZ areas (Figure 5)~~4.6m Much of the Lookout Mountain gold resource is associated with the east-dipping Highwall Fault and the east-dipping contact between the Dunderberg formation and the underlying Hamburg formation. Timberline geologists have noted significant multi-staged collapse brecciation at ~~the contact that likely accounts for the development of porosity and permeability~~4.45 ~~The~~g/t mineralizing fluids exploited fault zones and favorable horizons as evidenced by associated intense silicification, sulfidation, and carbonaceous replacement. The resulting jasperoid contains abundant fine sooty pyrite and oftentimes, the arsenic sulfide minerals orpiment and realgar. Jasperoid is present as irregular pods and masses of silicification at various levels within the Dunderberg formation, replacing beds and forming locally cross-cutting veins and veinlets. East of the Lookout Mountain resource, the gold ~~mineralization~~from ~~tends to be localized in the basal 10 to 40m of the Dunderberg, which may or may not be silicified~~182.0m depth;

~~The~~· ~~shale~~BHSE-221C: ~~and~~6.1m ~~limestone~~at ~~above~~1.83 ~~the~~g/t gold ~~mineralization~~from ~~often demonstrate calcite veining that passes into zones of argillic alteration~~332.8m ~~The Hamburg formation dolomite below the contact is usually pervasively oxidized~~depth, ~~weakly mineralized and variably decalcified and, in many areas, completely “sanded” by removal of all interstitial calcite.~~ including

~~Figure~~o 51. ~~Schematic~~5m ~~Cross~~at ~~Section~~3.59 ~~through~~g/t ~~Lookout~~gold ~~Mountain~~from ~~and~~335.9m ~~Graben Zone~~depth;

As· ~~the~~BHSE-239C: ~~rock~~9.4m ~~units~~at ~~dip~~1.09 tog/t ~~the~~gold ~~east,~~from ~~the~~194.5m ~~mineralization~~depth; in· ~~the~~BHSE-239C: ~~WWZ~~6.1m isat ~~east,~~1.33 ~~downdip~~g/t ~~and~~gold ~~open~~ from ~~the~~313.0m ~~2013~~depth; · BHSE-239C: 3.1m at 3.77 g/t gold ~~resource~~from ~~area~~439.5m ~~The~~depth; ~~basal~~· ~~Dunderberg~~BHSE-221C: ~~formation~~35.1m ~~host~~at is10.1 ~~well~~g/t ~~understood~~silver from 329.8m depth; · BHSE-237C: 79.2m at 8.2 g/t silver from 297.8m depth; and ~~the~~· ~~2021~~BHSE-237C: ~~drilling~~30.5m ~~successfully~~at ~~intercepted~~12.2 ~~mineralization~~g/t ~~approximately~~silver ~~where~~from ~~expected~~393.8m depth.

The ~~Timberline~~overlapping ~~team~~CTG ~~applied~~gold ~~geophysics~~and inolder ~~conjunction~~CRD ~~with~~silver ~~geologic~~mineralization ~~mapping~~is ~~and~~becoming 3Dcharacteristic ~~modeling~~ of ~~drill data to develop targets beyond~~ the ~~resource~~Eureka area, ~~for~~as ~~drill~~is ~~testing.~~now ~~A district-scale gravity survey was extended from the Lookout Mountain area over the Eureka property block~~ in ~~the~~evidence ~~quarter~~at ~~ending~~various ~~December~~places ~~31,~~along ~~2021~~more ~~(Figure~~than ~~6).~~8 Inkm ~~his interpretation and reporting~~ of the ~~gravity~~trend ~~data,~~from ~~Jim~~i80 ~~Wright~~Gold’s ofRuby ~~Wright~~Hill ~~Geophysics~~Mine ~~(Elko,~~in ~~NV) recognized~~ the ~~presence~~north ofto ~~multiple~~the ~~structures~~WWZ ~~and~~in ~~alteration zones that are consistent with~~ the ~~architecture~~south of(Figure ~~a Carlin-type gold district~~2).

In26 ~~late~~Table 2021, the Company also retained Simcoe Geoscience Limited to complete a 28 line-km IP survey on the Lookout Mountain Trend. IP geophysics is useful for identifying rocks that are rich in sulfide minerals (such as pyrite) and carbonaceous material, both of which can be enriched in Carlin-type gold systems. The 2021 survey followed-up on sulfides and carbonaceous material encountered in some of the deeper drill holes in 2020. Strong north-south trending IP anomalies were identified within the central part of the graben zone at Lookout Mountain. A second IP survey of 25 line-km was completed by Zonge Geosciences, Inc. (Zonge), which identified similar IP anomalies in the Windfall area farther northeast. Zonge also completed a CSAMT survey along four lines totaling 19 line-kilometers with lines transecting major target areas at the WWZ, West Lookout, Oswego, Rocky Canyon, South Lookout - South Adit, and at Windfall. The additional resistivity data generated from the CSAMT provided enhanced insights into the alteration, faults, and host rock stratigraphy. The combined new geophysical data generated significant improvements in the Company’s three-dimensional model of the gold targets at Eureka.Contents

~~The~~2023 ~~gold~~Exploration ~~systems~~Permitting at the Eureka Project often come to the surface where faults and altered rocks yield soil geochemical anomalies in gold and pathfinder elements. Each of the three major trends at Eureka is reflected in gold anomalies in Timberline’s historical soil geochemical dataset. During the summer of 2021, Timberline collected approximately 900 soil samples across the northeastern portion of the Eureka property, which had never been covered by previous workers. The 2021 survey employed new ultra-trace level multi-element analyses of the samples, offering a wider range of elements and much higher sensitivity. We also engaged Mary Doherty of International Geochemical Consultants, LLC (IGC) to integrate the new data with the approximately 5,750 historical samples and statistically level the dataset for new interpretation work. The resulting maps provide near-complete soil geochemical coverage over the northern two thirds of the Eureka Project. The new maps and interpretation provided by IGC recognized numerous distinct soil anomalies consistent with Carlin-type gold geochemistry, particularly emphasizing the Lookout, Windfall, and Oswego trends. The soil data also mapped silver-lead-zinc anomalies consistent with carbonate-replacement type deposits (CRD), best developed in the far northeast of the property at New York Canyon. Modern interpretation tools have helped the team map the major NNW trends and crosscutting NW-SE and NE-SW structures (Figure 7). It is clear from the data that silver and gold mineralization is likely to extend well beyond existing drilling in several areas.Mountain

31Permitting ~~Table~~at Lookout Mountain was also advanced during 2023. Field activities such as exploration drilling are completed at Lookout Mountain under the provisions of ~~Contents~~an exploration Plan of Operations (PoO) initially approved by the BLM in 2010 and subject to annual Work Plan Amendments. In 2023, to support ongoing exploration, the Company’s environmental consultant completed an updated cultural resources field review to avoid potential site-specific impacts caused by drill-activities. Field work by archeologists was completed in 2022 with follow-up analysis including review by the State Historic Preservation Office (SHPO) continuing into 2023. A final report was submitted to the BLM in July 2023. Based on the field review, the number and cumulative size of sites which will require additional site-specific screening and potential mitigation prior to completion of drilling activities has been reduced. Management does not consider the avoidance areas to be a significant impediment to planned exploration activities as they are typically small areas around which drill sites and access roads can be positioned.

~~Figure~~2023 6.Priorities ~~Eureka~~for ~~Project~~District ~~2020~~Exploration – ~~2021~~Carlin-type ~~Geophysical~~Gold ~~Surveys~~and Carbonate Replacement Deposits:

32Ongoing ~~Table~~analysis of ~~Contents~~district exploration data has defined three primary target areas for Timberline at Eureka: New York Canyon, Windfall Trend, and Lookout-WWZ-Oswego areas. These target areas, or sub-districts, include the potential for discovery of additional CTG and gold-bearing CRD deposits (Figure 6). The following is a discussion of recent work characterizing these targets.

~~Figure~~2023 7.New ~~Soil~~York ~~Geochemistry~~Canyon ~~Factor~~Target ~~Map Area showing Normalized Au+As+Sb data~~

33During ~~Table~~Q3/FY2023, the Company completed acquisition of ~~Contents~~additional fractional interests in 3 of 9 patented claims previously acquired at New York Canyon. At New York Canyon, rocks sampled from Ordovician Hanson Creek formation outcrops carry high-grade gold and silver (Figure 7). Selected rock samples collected on and around the patented claims yielded gold assays of 55, 32, 23.3, 22.5, and 14.95 g/t and silver assays of 750, 582.5, 558, 555, and 299 g/t. There are small historical mines and prospects over the area, which further highlight the prospectivity. However, this area remains undrilled because these patented claims have been held by private parties for many years and never consolidated by one company.

~~Drilling~~Mapping ~~resumed~~and sampling at ~~Eureka~~New inYork ~~July~~Canyon ~~2021,~~have ~~though~~confirmed the ~~program~~presence ~~was broken into two parts based on availability~~ of ~~drills~~important ~~and~~northwest ~~drill~~trending ~~crews.~~structures ~~Drilling~~that ~~began~~seem into ~~July~~control ~~with~~high-grade ~~several~~rock RCsamples ~~drillholes~~ and ~~then~~much aof ~~diamond~~the ~~core~~historical ~~rig~~mining ~~commenced work~~ in ~~October~~the ~~2021~~area. InCompany ~~total,~~geologists see the ~~program~~potential ~~included~~for ~~3,495~~the ~~meters~~development ~~(11,465 feet)~~ of ~~core~~more ~~and~~mineralization ~~6,536~~along ~~meters~~these ~~(21~~structures,~~444~~ ~~feet)~~both ofnear RCsurface ~~drilling.~~and Inat ~~some~~greater ~~cases,~~depth. ~~the~~There ~~Company~~is ~~employed~~also RCa ~~drilling~~major ~~for~~north-northeast ~~the~~striking ~~upper~~concealed ~~portions~~fault ofthrough ~~the~~New ~~holes~~York ~~(pre-collars)~~Canyon ~~and~~that ~~drilled~~may ~~core~~be ~~through~~important ~~the~~in ~~deeper~~focusing ~~target zones (core tails)~~mineralization. The ~~primary~~Ordovician ~~targets~~Pogonip ~~for~~group ~~this~~of ~~program~~rocks ~~were~~(shaded ~~step-outs~~light ~~around~~blue ~~earlier~~on ~~gold~~Figure ~~intercepts~~7) ~~and~~is ~~selected~~dipping ~~fault~~east ~~zones~~beneath in the ~~WWZ~~area ~~as well as the IP anomaly in the Graben Zone east~~ of ~~the~~anomalous ~~WWZ~~rock ~~(Figure 8)~~samples. WeThe ~~added~~Pogonip aincludes ~~few~~potentially ~~drill~~important ~~holes~~host atrocks ~~Oswego~~that ~~late~~may inconstitute ~~the~~strong ~~program~~silver-gold ~~when~~targets ~~surface~~at ~~sampling results became available~~depth.

~~The~~27 ~~program~~Table ~~was successful at expanding the footprint~~ of the new mineralized zone and its average grade and thickness. One of the holes also encountered the first significant silver-lead-zinc (CRD type) intercepts reported from the central portion of the project. Most of the 2021 drilling program was reported during the first quarter of 2022, and the highlights include: Contents

·Figure ~~BHSE-212C: 41~~6.1m atTimberline’s ~~5.03~~Eureka ~~g/t~~Project ~~Au,~~Showing ~~including~~Major ~~19.8m~~Targets ~~at 9.49 g/t Au; · BHSE-220C: 44.2m at 4.10 g/t Au, including 12.2m at 9.18 g/t Au; · BHSE-192C: 24.4m at 3.85 g/t Au, including 4.6m at 8.35 g/t Au;~~ and ·Patented ~~BHSE-206C:~~Claims ~~202.7m at 5.28 g/t silver (Ag), including 56.4m at 9.69 g/t Ag, 0.17% Zn, and 0.11% Pb~~

~~The~~28 ~~most~~Table ~~important finding from the 2021 drilling campaign was confirmation~~ of the consistency of Carlin-type gold mineralization at the basal contact of the Cambrian aged Dunderberg formation with the Cambrian Hamburg formation. The Dunderberg and its basal contact is the primary host of the gold in the Lookout Mountain deposit, and its downdip continuation is highly mineralized in the WWZ as well. The Hamburg is a thick limestone that is variably altered to dolomite and often subject to solution collapse; the resulting volume loss has also caused the collapse of the overlying Dunderberg. The contact zone is converted into an almost ubiquitous breccia body over a large area at Lookout and the WWZ. This breccia varies from approximately five to more than 40 meters thick, and it was an excellent host for the hydrothermal fluids that deposited the gold.Contents

The 2021 drilling encountered thick and high-grade (>3 g/t) gold over a north-south corridor spanning more than 400 meters, as defined by the intercepts in BHSE-220C in the north and BHSE-212C in the south. Using a long section view that extends that trend southwest into the Lookout Mountain resource area, one can see that the Dunderberg-Hamburg contact is mineralized with gold for more than 1 kilometer (Figure 9)7. ~~The~~New ~~thickness~~York ~~and~~Canyon ~~grade~~Geology ~~vary, but gold~~ and ~~associated Carlin~~Silver-~~type~~Gold ~~pathfinder~~Rock ~~elements are enriched in every drillhole that penetrates the contact~~Geochemistry. As recorded in Table 4, some of the new WWZ intercepts from the 2021 drill program are among the richest on the project when expressed as grade-thickness in gram – meters of gold (thickness of interval multiplied by the average gold grade of the interval).

~~There~~29 ~~were~~Table ~~also important advances in the understanding~~ of structural geology, stratigraphy, alteration, and geologic controls on the gold mineralization in the WWZ resulting from the 2021 drill program. This was due in large part to the increased use of core drilling instead of RC drilling. This came about because Timberline geologists tested RC vs core drilling at the north end of the WWZ. Drilling in this area with an RC rig encountered an area of higher than usual groundwater inflow (BHSE-205). The resulting samples from the RC rig appeared to be visually favorable, including extreme alteration and abundant sulfide minerals. The assays from that interval were highly enriched in gold, but the grades were lower than expected based on the observed geology. We brought in the diamond core rig to twin the RC hole with core (BHSE-220C) – the two vertical holes were collared just over 2 meters apart. The same mineralized zone was encountered with the core rig, but the results were quite different. Contents

~~Not~~Windfall ~~only~~Trend: ~~was the mineralized zone somewhat thicker as reported from core~~Hoosac, ~~but~~Windfall ~~the~~Mine ~~grade was much higher. The literature and anecdotal reports from Nevada commonly cite differences between RC and core samples of 10 – 20%. After canvasing other experienced Nevada geologists~~Targets, we also heard reports of more extreme discrepancies of 75 – 100%. Such differences are generally ascribed to the possibility that high rates of groundwater inflow to a drillhole could wash away very fine-grained gold-bearing phases such as sooty pyrite and~~/or~~ ~~clay~~Prospect ~~minerals.~~Mountain These fine mineral phases can be very gold-rich. Some RC rigs are forced to change bits in wet drilling conditions, and it's accepted by many industry experts that tri-cone bits suffer greater sample loss and contamination than hammer bits. In this case, the results from drill core were markedly different from the RC results:

	·	BHSE-205 (RC): 36.6m at 1.06 g/t gold
	·	BHSE-220C (core): 44.2m at 4.1 g/t gold

Rock sampling and historical drilling from the vicinity of the Rustler, Windfall, and Paroni pits clearly indicates remaining potential for Carlin-type gold along the Windfall trend. Figure 8 shows numerous samples with more than 1.0 g/t gold, including one sample that assayed 43 g/t gold, and multiple drillholes with significant grade-thickness of gold, quantified as meters of drill intercept multiplied by gold assay (g/t) or gram-meters per ton of gold (abbreviated as g*m).

ItAnomalous isCRD-type ~~important~~silver-gold tooccurs ~~note~~in ~~that~~the Windfall area east-southeast of the ~~discrepancy~~historical ~~between~~Rustler ~~sampling~~open ~~results~~pit bygold RCmine (Figure 8). Silver and ~~core~~gold ~~drilling~~mineralization, isincluding ~~not~~rock ~~always~~samples soof ~~extreme.~~271 ~~Additional~~g/t ~~work~~Ag ~~during~~and ~~2022~~2.1 ~~suggests~~g/t ~~that~~Au, ~~core~~occurs ~~drilling~~along ~~generally~~several ~~yields~~hundred ~~higher~~meters ~~grade-thickness~~of strike of ~~gold,~~a ~~but~~Hoosac ~~this~~Trend isstructural ~~sometimes~~corridor ~~because~~that parallels the ~~core~~Windfall ~~drilling~~Trend. ~~appears~~Many toof ~~more~~the ~~accurately~~samples ~~reflect~~are ~~true~~also ~~thickness~~enriched ofin ~~the~~base ~~mineralized~~metals, ~~zones~~including lead values of 6.1%. The ~~comparisons~~Hoosac ofTrend ~~gold~~also ~~grade~~exhibits ~~between~~intense ~~the~~alteration ~~two~~(silicification) ~~methods~~and ~~may~~strong beIP ~~very~~chargeability ~~similar~~anomalies. ~~See~~The ~~below~~historical Hoosac Mine occurs in ~~the~~this ~~review~~area; ofwhere ~~the~~samples ~~2022~~from ~~exploration~~mine ~~program~~waste ~~for~~dumps ~~more~~identified ~~discussion~~gold up to 1.6 g/t and ~~additional~~silver ~~graphics~~up to 96 g/t. Drilling to-date has not significantly tested this structural corridor or the related geophysical anomalies identified in the Hoosac Trend.

34A ~~Table~~second linear IP anomaly occurs west of ~~Contents~~the Windfall Trend along the east slope of Prospect Mountain (Figure 8). The strong East Slope anomaly is hosted within the Cambrian-aged Eldorado Dolomite adjacent to the Jackson Fault. This target is located in a favorable geologic setting for CRD mineralization that is directly analogous to historical mines such as the Diamond Mine and Fad Shaft to the north and the Burning Moscow occurrence to the south (Figure 2). There is considerable exploration work occurring along the apparent northern continuation of this IP feature, such as North Peak Resources at the historical Prospect Peak Mine Complex, and i80 Gold Corp. at the Hilltop and Blackjack targets near the Ruby Hill Mine.

~~Figure 8.~~ Lookout Mountain ~~Gold~~to ~~Resource~~Oswego Area ~~and Graben Zone with Major Faults, IP anomalies, and 2021 Drill Holes in Target Areas~~

35The ~~Table~~Lookout Mountain gold resource extends for approximately 1.1 miles (1,770 m) in a roughly north-south direction (Figure 9). The discovery history in the resource area has shown that when higher grades of ~~Contents~~gold cluster in drill holes, there are opportunities to offset along structural or lithologic targets and identify significant new mineralization. This model led to the discovery of the WWZ. Timberline geologists recognize there are additional untested or at least under-explored areas in immediate proximity to the defined gold resource. Several such areas, including South Lookout, Rocky Canyon, North Gap and Water Well East, are defined as priority target areas for additional gold discovery.

Several historical drillholes in the South Lookout target area offer encouragement that zones of thicker +1 g/t gold oxide mineralization may be more extensive than previously thought (Figure 9). ~~Long~~ ~~Section~~An example from ~~Lookout~~historical ~~Mountain~~drilling ~~Resource~~was ~~through~~drillhole ~~Water~~BHSE-096, ~~Well~~which ~~Zone~~intercepted 61m of 1.54 g/t gold hosted primarily in oxidized Hamburg formation. This drillhole dated to approximately 2011, and it was included in the resource calculation, however, the drill spacing is wide in this area. This type of thicker higher-grade oxide mineralization may have a positive impact on the resource once better tested and defined.

~~Table~~There 4.is ~~Summary~~very little drilling immediately north of ~~Drillhole~~the ~~Intercepts~~Lookout Resource in the ~~Water~~North ~~Well~~Gap Zone (~~2015~~Figure 9), perhaps because of previously defined cultural avoidance areas that have recently been reclassified, providing easier access. The Gap Zone is extensively faulted and surface rock exposures are intensely altered. Faulting also juxtaposes younger Siluro-Ordovician ~~2021)~~rocks against Cambrian strata, both of which known to be important hosts at the Ruby Hill Mine. There are also several widely spaced high-grade intercepts in the Rocky Canyon area that merit additional offset drilling to test Timberline’s improved geologic model.

Drill Hole	From (meters)	To (meters)	Length (meters)(1)	Gold (g/t) (2)	Au GT (gram*meters)
BHSE-152	312.4	317.0	4.57 (at TD)	4.72	22
BHSE-171	301.8	327.7	25.9	2.54	66
including	301.8	318.5	16.8	3.41	57
including	310.9	317.0	6.1	5.46	33
BHSE-172	272.8	321.7	48.9	3.26	159
including	274.3	274.5	0.2	4.88	1
BHSE-173	285.0	304.8	19.8	2.29	45
including	289.6	298.7	9.1	2.91	27
BHSE-187	266.7	292.6	25.9	2.18	56
including	266.7	274.3	7.6	4.49	34
BHSE-193	248.4	268.2	19.8	1.38	27
including	248.4	253.0	4.6	2.10	10
BHSE-194	301.8	312.5	10.7	2.36	25
including	301.8	306.4	4.6	3.20	15
BHSE-195	259.1	272.8	13.7	2.02	28
including	269.8	272.8	3.1	4.56	14
BHSE-198	219.5	242.4	22.9	1.11	25
BHSE-204	161.5	167.6	6.1	2.85	17
including	161.5	164.6	3.1	4.88	15

Timberline’s 2021 and 2022 drilling to the east and down-dip of the resource (Figure 9) intercepted numerous significant intercepts in the WWZ of higher-grade gold (see Company news releases dated October 27, 2021, February 24, 2022, and March 9, 2022). The geologic model for the Lookout mineral system now clearly illustrates the presence of major faulting that both localizes higher grades of gold and offsets the rocks down to the east. The deeper high-grade sulfide Carlin-type mineralization in the WWZ remains open to the east and south. An area called Water Well East is associated with important faults in the area and a strong IP chargeability anomaly.

3630 Table of Contents

BHSE-205	138.7	175.3	36.6	1.06	39
BHSE-209	324.6	333.7	9.1	1.21	11
including	326.1	330.7	4.6	2.07	10
BHSE-210C	255.1	264.2	9.1	1.34	12
including	255.1	261.2	6.1	1.86	11
BHSE-211C	229.2	239.9	10.7	2.96	32
including	229.2	232.3	3.1	6.26	19
BHSE-212C	316.1	357.2	41.1	5.03	207
including	317.6	345.0	27.4	7.30	200
including	317.6	337.4	19.8	9.49	188
including	317.6	323.7	6.1	16.90	103
including	328.3	335.9	7.6	8.03	61
BHSE-220C	140.8	185.0	44.2	4.10	181
including	140.8	163.7	22.9	6.24	143
including	151.5	163.7	12.2	9.18	112

Figure 8. Perspective of the Windfall Trend Exploration Target Areas, Structures, and IP Anomalies

~~(1)~~31 ~~Drill~~Table ~~thickness – True widths~~ of ~~drill intercepts have not been determined (2) g/t: grams/tonne~~Contents

~~While exploration at Eureka during 2021 focused on the Lookout Trend and nearby WWZ, the team also returned to the Oswego target (approximately 1 kilometer east – See~~ Figure ~~3) during the fourth quarter of the year~~9. ~~Timberline~~Lookout ~~geologists~~Mountain ~~collected~~Resource 67Area ~~rock samples from a systematic chip, channel,~~ and ~~trenching~~2023 ~~campaign~~Drill at the Oswego gold occurrence. The sampling extended along a 65-metre exposed fault scarp, where historical grab sample results had indicated the presence of high-grade gold. The mapping and sampling in the area identified the Trench Fault as a splay of the Dugout Tunnel Fault. The fault zone hosts an outcrop of oxidized and pervasively silicified rocks that is up to 10 meters high and stretches for more than 60 meters in a northwesterly direction. The results of the channel and trench samples were very positive and are summarized in Table 5.Targets

32 Table ~~5. Summary~~ of ~~Oswego Channel Sample Gold Assay Results (No cutoff grade applied)~~Contents

Sample Set	No. Samples3	Meters	Estimated True Thickness (m)	Au (g/t)	Oxide/Sulfide1
North Trench	9	13.7	8.22	1.68	Oxide
including	1	1.5	0.9	9.05
Central Trench	7	10.7	10.7	3.63	Oxide
including	4	6.1	6.1	6.25
South Trench	7	10.7	10.7	2.41	Oxide
including	3	4.6	6.1	3.77
North Channel	17	25.9	Unknown	14.42	Oxide
including	5	7.6		23.16	Oxide
2Gap Sample	1	1.5		9.88	Oxide
Gap Sample	1	1.5		6.01
South Channel	18	27.4		12.02	Oxide
Notes: 1 57 of 67 samples were re-analyzed for gold by cyanide leach (method Au-AA13). Average estimated gold recovery by cyanide leach was 93% when compared to fire assay AA or gravimetric finish.2 Due to limited access for safety considerations, only two samples were collectable in a 12m gap between the North and South Channel samples. 3 Six additional surface outcrop samples west of the South Channel returned no significant gold

The multielement geochemistry on this target is complex, including typical Carlin-type gold indicators (gold, arsenic, and thallium) and elements usually associated with CRD deposits (silver, lead, zinc, antimony, and bismuth). As reported elsewhere in the Eureka District, this could be the result of overlapping CRD silver-gold and Carlin-type gold. The nearby historical Oswego and Geddes-Bertrand Mines demonstrate even higher silver values (as high as 1,493 g/t) with strong peak values in lead (6.7%) and zinc (20%), including associated arsenic and antimony. There is insufficient drilling in this area to assess the potential for either Carlin-type gold or CRD silver-gold, and historical drilling in the area was typically shallow (less than 500 ft).

37District ~~Table~~Scale ~~of Contents~~Analogies

I80 Gold Corporation continues to disclose significant gold and silver results from their ongoing exploration at the Ruby Hill Mine area and its numerous exploration targets (Figure 102) in similar stratigraphy and rock types as at Lookout Mountain. ~~Geologic~~Our ~~Map~~geologists do recognize the potential for similar discoveries at Lookout Mountain of multiple types of mineral deposits, including CRD-type lead-zinc-silver, and possibly skarn deposits. Three Timberline drill holes in 2021 and 2022, targeted peripheral to the ~~Oswego~~strong ~~Gold~~IP ~~Occurrence~~anomaly, ~~with~~intersected ~~Channel~~likely ~~Sample~~CRD-related ~~Locations~~mineralization associated with granitic dikes and ~~Results~~intensely altered contact-metamorphosed sedimentary rocks. The silver intercepts (Figure 10) included:

38· ~~Table~~203m of@ ~~Contents~~5.3 g/t Ag, including 56.9m @ 12.2 g/t; · 35m @ 10.1 g/t Ag; and · 79.2m @ 8.2 g/t Ag and 30.5m @ 12.2 g/t Ag.

~~The~~A strong ~~results~~IP ~~from~~chargeability ~~surface~~anomaly ~~sampling~~(Figure at9) ~~Oswego~~extends ~~came~~1.3 ~~just~~km innorth-south ~~time~~and toon-trend ~~allow~~with ~~adjustments~~similar anomalies to ~~the~~both ~~2021~~north ~~drill~~and ~~program~~south. ~~such~~While ~~that~~the ~~eight~~geophysical RCtarget ~~holes~~has ~~totaling~~only ~~767~~been ~~meters~~peripherally ~~could~~tested, bethe ~~drilled~~occurrence ~~there.~~of ~~Several~~Carlin-type ofgold ~~the~~and ~~drill~~CRD ~~holes~~type atsilver ~~Oswego~~intercepts ~~encountered~~in ~~significant~~this ~~near-surface~~area ~~gold~~with ~~mineralization~~multiple intersecting faults, ~~much~~granitic ofdikes, ~~which~~and ~~appears~~hornfelsed toand bealtered ~~oxidized~~carbonate ~~(See~~rocks ~~Figure~~compares ~~10).~~favorably ~~The~~with ~~most~~the ~~significant~~more ~~new~~advanced ~~gold~~polymetallic ~~intercepts~~discoveries ~~from~~being ~~these~~made ~~holes~~at ~~included:~~the Ruby Hill Mine in the northern part of the district.

·A ~~35.1m~~key atelement ~~2.32~~in ~~g/t~~the ~~gold~~large ~~(oxide)~~and ~~from~~growing ~~6.1m~~metal ~~depth~~endowment in ~~BHSE~~the northern part of the district seems to be the large-~~213,~~scale ~~including~~igneous ~~19.8m~~complex atin ~~3.93~~the ~~g/t~~area ~~gold~~(Graveyard ~~from~~Flats, ~~7.6m~~Ruby ~~depth;~~Hill, ·and ~~13.7m~~Mineral atPoint 1intrusives).31 ~~g/t~~Timberline ~~gold~~geologists ~~from~~are ~~3.0m~~working ~~depth~~to assess the intrusive rocks already encountered in ~~BHSE-215~~the Lookout Mountain area, including 6conducting age dating.1m A preliminary interpretation of historical magnetic data (Figure 11) suggests that the Lookout Mountain area is underlain by a significant intrusive phase that may be similar to the Graveyard Flats intrusion at 2Ruby Hill.49 ~~g/t~~Much ~~gold~~more ~~from~~work ~~9.1m~~is ~~depth;~~needed ~~and~~to ·address ~~9.1m~~this question, but early drill testing in the area has already encountered granitic dikes with associated silver at less than 1,000 feet depth.72 ~~g/t~~CRD-type ~~gold~~and ~~from~~(possibly) ~~surface~~skarn-type ~~and~~targets ~~12.2m~~are apparent at ~~1.22~~Lookout ~~g/t~~Mountain ~~gold~~and ~~from~~are ~~15.2m~~being ~~depth~~prepared infor ~~BHSE-214~~drilling at the earliest opportunity.

~~The~~Summary ~~strong~~of ~~gold~~Modern ~~endowment~~Exploration atby ~~Oswego is considered important as~~ Timberline’s ~~geologists~~Resources: ~~recognize~~2010-2022 ~~that the mineralized fault is associated with the eastern margin of the Graben Zone~~ (~~Figure~~See ~~8).~~below ~~The~~for ~~fact that some of the mineralization is near~~pre-~~surface~~2010 ~~and~~historic ~~oxidized is also potentially important for future development plans on the project. However, the Oswego mineralization has also been shown to be tightly structurally controlled and (so far~~summaries) ~~difficult to follow to depth or along strike.~~

~~Exploration~~From by2010 ~~Timberline~~through ~~Resources~~2013, the exploration work programs totaled approximately $9,000,000 on the Eureka Project. The work during that period delivered sufficient data to support a mineral resource estimate at Lookout Mountain (including a technical report compliant with Canadian NI 43-101), conduct initial gold recovery studies, initiate environmental baseline investigations, better understand the controls of mineralization, and to outline additional exploration drill targets. In summary, these objectives were met in ~~2022~~the 2010-2013 exploration by completion of the following:

~~The~~· ~~success~~16,675 offeet ~~the~~(5,083 ~~2021~~m) ~~exploration~~of ~~campaign~~core ~~significantly~~drilling ~~upgraded~~focused ~~the~~primarily ~~Water~~for ~~Well~~metallurgical ~~Zone~~and ~~due~~geotechnical toscoping ~~repeated~~studies; ~~drill~~· ~~intercepts~~46,965 offeet ~~thicker~~ (>14,315 ~~15 meters~~m) ~~and~~of ~~higher~~RC ~~grade~~drilling ~~(>3.0~~directed ~~g/t)~~primarily ~~gold~~at ~~mineralization.~~resource ~~The~~in-fill ~~2022~~and ~~drill~~definition ~~campaign~~drilling, ~~continued~~and; ~~with~~· aAdditional ~~focus~~testing ~~on the WWZ~~activities, ~~but~~including ~~also~~metallurgical ~~included~~test ~~exploration~~work ~~holes~~on ~~farther~~core ~~north~~samples, ~~and~~channel ~~south along the Lookout Trend~~ and atmini-bulk ~~Oswego.~~sampling ~~The~~within ~~program~~the ~~included~~historical 20Lookout ~~holes~~Mountain ~~totaling 6~~pit,~~367~~ ~~meters,~~identification ~~approximately 65%~~ of ~~the~~additional ~~meterage~~exploration ~~was~~targets ~~with~~beyond ~~diamond core as opposed to RC (Figure 4). At~~ the ~~time~~Lookout ofMountain ~~this~~Deposit ~~writing~~area, ~~results~~and ~~from~~drilling ~~several~~and ~~drill~~construction ~~holes~~of ~~are~~additional ~~still~~groundwater ~~pending.~~monitoring ~~The most significant results from 2022 came from the WWZ~~wells. ~~Highlights included (using a 0.3 g/t gold cutoff grade):~~

·	BHSE-221C: 6.1m at 1.83 g/t gold from 332.8m depth, including
	o	1.5m at 3.59 g/t gold from 335.9m depth;
·	BHSE-223C: 39.0m at 1.71 g/t gold from 259.7m depth, including
	o	28.3m at 1.97 g/t gold from 259.7m depth, and including
		■	5.9m at 3.71 g/t gold from 259.7m depth;
·	BHSE-224C: 30.5m at 2.56 g/t gold from 317.6m depth, including
	o	18.4m at 3.80 g/t gold from 317.6m depth, and including
		■	3.35m at 13.36 g/t gold from 331.3m depth;
·	BHSE-226C: 22.8m at 4.29 grams per tonne (g/t) gold from 339.9m depth, including
	o	7.6m at 11.56 g/t gold from 342.9m depth;
·	BHSE-230C: 3.1m at 10.88 g/t gold from 288.6m depth;
·	BHSE-238C: 16.8m at 2.64 grams per tonne (g/t) gold from 178.9m depth, including
	o	4.6m at 4.45 g/t gold from 182.0m depth;
·	BHSE-239C: 9.4m at 1.09 g/t gold from 194.5m depth; and
·	BHSE-239C: 3.1m at 3.77 g/t gold from 439.5m depth.

An initial technical report entitled, Technical Report on the Lookout Mountain Project, Eureka County, Nevada, USA, compliant with NI 43-101 (“2011 Technical Report”), was completed on May 2, 2011. The Technical Report was prepared by Mine Development Associates (MDA) of Reno, Nevada under the supervision of Michael M. Gustin, Senior Geologist, who is a qualified person under NI 43-101. The Technical Report details mineralization at the Lookout Mountain Deposit. In addition, significant exploration potential was noted.

~~Two~~The ~~holes~~non-pit-constrained inmineral ~~the~~resource ~~southern~~was ~~part~~modeled and estimated by MDA by statistical evaluation of ~~the~~available ~~WWZ~~drill ~~encountered~~data ~~significant~~utilizing ~~mineralization.~~geologic ~~This~~interpretations ~~drilling~~provided ~~expanded~~by ~~the~~Timberline. ~~high~~The ~~grade~~geologic ~~(>3~~interpretations ~~g/t)~~were ~~WWZ~~used to constrain gold ~~mineralization~~mineral ~~for~~domains ~~another~~on 75vertical ~~meters~~cross ~~farther~~sections ~~south~~spaced at 50- to a100-foot ~~total~~intervals across the extent of ~~approximately~~the ~~475m~~Lookout Mountain mineralization. The cross sections were rectified to the mineral-domain interpretations on level plans spaced at 10-foot intervals, ~~and~~allowing the ~~system~~geostatistical ~~remains~~analysis ~~open~~of the modeled mineralization to aid in the ~~south~~establishment of estimation parameters, and ~~southeast~~interpolating grades into a three-dimensional block model.

~~Drilling~~33 atTable ~~the north end~~ of the WWZ tested the northward extension of mineralization beyond hole BHSE-220C (drilled in the 2021 program) and exploration targets farther north in a younger Silurian-Ordovician terrane (Figure 11). Three of the holes in the northern part of the WWZ encountered significant gold mineralization, while two holes intersected notable silver-lead-zinc mineralization (Figure 12). Although the WWZ mineralization at the Dunderberg-Hamburg contact appears to be cut-off or down dropped by a major fault on the north, there are lesser intercepts in BHSE-236 and BHSE-239C indicating that Carlin-type gold mineralization does extend into the younger rocks north of the major Relay Zone fault. Contents

~~The~~Figure ~~silver~~10. ~~intercepts~~Lookout ~~from~~Mountain ~~the~~and ~~2022~~Oswego ~~drilling~~Surface inRock ~~the~~Gold ~~northern~~and ~~WWZ~~Silver ~~are~~Geochemistry, ~~summarized~~and ~~below~~Drillhole ~~(using~~Silver ~~a cut-off grade of 1.0 g/t for silver):~~Intercepts

·34 ~~BHSE-221C:~~Table ~~35.1m~~of ~~at 10.1 g/t silver from 329.8m depth; · BHSE-237C: 79.2m at 8.2 g/t silver from 297.8m depth; and · BHSE-237C: 30.5m at 12.2 g/t silver from 393.8m depth.~~Contents

39Figure ~~Table~~11. 1600m Level SCA Model Magnetic Plan Map of ~~Contents~~the Lookout Mountain Area

~~These~~35 ~~drill~~Table ~~holes constitute Timberline’s first test~~ of the major fault zone that cuts through the northern part of the Lookout Mountain and Water Well deposits. The significant silver intercepts in this area confirm the presence of overlapping gold and silver systems in this area. The Rocky Canyon Target, to the north of the Lookout Mountain resource area, also includes a mix of significant gold and silver intercepts. These are not isolated occurrences in the Eureka District, as i80 Gold Corp has been reporting significant silver and Carlin-type gold intercepts from the Ruby Hill Mine during 2022. Other explorers have also reported gold and silver intercepts in the same general area of their projects. However, these new silver intercepts in the Relay Zone were completely blind before drilling, and they appear to be the southernmost indication of a possible CRD system in the Eureka District.Contents

~~Drill~~The ~~hole~~final ~~BHSE-237C~~drill ~~cut~~results ~~more than 200m~~ of ~~strongly~~the ~~enriched~~2011 ~~silver,~~exploration asprogram ~~did~~were ~~previously~~successfully ~~reported~~incorporated ~~hole~~into ~~BHSE-206C~~the ~~(see~~updated ~~press~~mineral ~~release~~resource ~~dated~~and ~~March~~NI ~~24,~~43-101 ~~2022).~~compliant ~~The~~“Updated ~~maximum~~Technical ~~silver~~Report ~~assays~~on inthe ~~these~~Lookout ~~intervals~~Mountain ~~are~~Project, ~~120~~Eureka ~~and~~County, ~~145~~Nevada, ~~g/t~~USA” ~~over~~issued ~~narrow~~by ~~widths.~~MDA ~~The~~on ~~silver~~May is31, ~~correlated~~2012 ~~with~~(“2012 ~~anomalous~~Technical ~~lead~~Report”). ~~and~~As ~~zinc,~~a upresult toof 1%the ~~over~~2011 ~~narrow~~exploration ~~widths~~program, ~~and~~the ~~low~~mineralized ~~levels~~zone ofat ~~anomalous~~Lookout ~~gold.~~Mountain ~~These~~was ~~polymetallic~~successfully ~~zones~~extended ~~are~~600 ~~often~~feet ~~associated~~(183m) ~~with~~to ~~intrusive~~the ~~dikes~~south of ~~granitic~~the ~~composition.~~existing ~~These~~mineral ~~characteristics are consistent with CRD type mineralization~~deposit, and itmineralization iswas ~~noteworthy~~also ~~that~~expanded ~~neither~~along the ~~known~~west ~~occurrences~~margin of ~~intrusive~~the ~~rocks~~deposit. ~~nor~~Results ~~the~~from ~~huge~~Lookout IPMountain, ~~anomaly~~and infrom the ~~underlying~~South ~~graben~~Adit ~~have~~area, ~~been~~significantly ~~well~~increased ~~drilled. These are only~~ the ~~first~~reported ~~holes~~mineralization ~~into~~at ~~a new type of target along~~ the Lookout ~~Trend~~Mountain Deposit.

~~The~~Assay ~~Company~~results isfrom ~~currently~~drilling ~~attempting~~during tothe ~~collect~~2012 ~~age~~and ~~dates~~2013 onexploration ~~intrusive~~program ~~rocks~~were ~~from~~incorporated ~~the~~into ~~Relay~~another ~~fault~~update ~~zone~~to ~~that~~the ~~may~~resource beand ~~associated~~NI ~~with~~43-101 ~~the~~compliant ~~silver~~“Updated ~~mineralization.~~Technical ~~Elsewhere~~Report inon the ~~district,~~Lookout ~~similar~~Mountain ~~units~~Project, ~~have~~Eureka ~~been~~County, ~~determined to be of Cretaceous age~~Nevada, ~~the~~USA” ~~likely~~issued ~~age~~by ofMDA ~~the~~on ~~silver~~April ~~deposits~~11, ~~for~~2013 ~~which~~(“2013 ~~Eureka~~Technical ~~became famous~~Report”).

~~This~~The ~~phenomenon~~Lookout ofMountain ~~overlapping~~Deposit ~~mineral systems~~ is ana ~~important~~large ~~characteristic~~“Carlin-type” ofgold ~~the~~system ~~major~~with ~~Carlin~~a ~~type~~defined gold ~~districts~~resource of(see 2013 ~~Nevada.~~Technical ~~The~~Report) and ~~Carlin~~drill-indicated ~~Trend~~mineralization ~~and~~that ~~Cortez~~extends ~~District~~over ~~both~~a ~~include~~north-to-south ~~multiple~~trend ~~ages~~ of ~~mineralization,~~approximately ~~including~~3 ~~earlier~~miles ~~silver~~(~ ~~and~~5 ~~base metal events~~km). ~~Recent~~The ~~exploration~~MDA ~~success~~gold ~~from~~resource ~~i80~~estimate ~~Gold~~included ~~Corp~~508,000 ~~and~~oz ~~these~~(Measured ~~early~~& ~~indications~~Indicated) ~~from~~and ~~Timberline~~141,000 ~~are~~oz ~~providing~~(Inferred) ~~supporting~~as ~~evidence~~summarized ~~that~~below ~~the~~(Table ~~Eureka~~3) ~~District~~at ~~will~~the ~~follow~~noted ~~suit.~~cut-off grades.

~~The~~Table ~~2022 drilling also included three holes at the Oswego target where some drill success has been had in the wake of high-grade surface gold sampling reported in 2021~~3. AtLookout ~~the~~Mountain ~~time~~Gold ofResource ~~this Annual Report, assays are pending for these drill holes.~~(1)(2)(3)(4)

40 Table of Contents

Resource Category	Tons	Tonnes	Gold (opt)	Gold (g/t)	Gold Ounces
Measured	3,043,000	2,761,000	0.035	1.200	106,000
Indicated	25,897,000	23,493,000	0.016	0.549	402,000
Measured & Indicated	28,940,000	26,254,000	0.018	0.617	508,000

Inferred	11,709,000	10,622,000	0.012	0.411	141,000

~~Figure 11 – Plan View of 2022 Drilling with Water Well Zone, North Lookout, and Rocky Canyon~~Notes:

41 Table of Contents

	(1)	0.006 opt (0.21 g/t) cut-off applied to oxidized material to capture mineralization potentially available to open pit extraction and heap leach processing. 0.030 opt (1.03 g/t) cut-off applied to unoxidized material to capture mineralization potentially available to open pit extraction and lower heap leach recoveries or sulfide processing.
	(2)	Rounding may cause apparent discrepancies.
	(3)	The effective date of the Lookout Mountain updated gold resource is February 20, 2013. The full MDA Resource Estimate with various cut-off grades can be seen at: http://timberlineresources.co/wp-content/uploads/2015/07/LookoutMt_-43-101_2013.pdf.
	(4)	The 2013 Resource Estimate does not consider economic constraints.

~~The~~Gold ~~2022~~mineralization ~~drilling~~near of the ~~WWZ~~historical ~~successfully~~open ~~expanded~~pit ~~the~~at ~~zone~~Lookout toMountain a(Figure ~~footprint~~12) ofincludes ~~475m~~multiple ~~north-south~~intercepts ~~and~~ranging upfrom toapproximately ~~125m east-west~~0.1 ~~The WWZ remains open~~ to ~~the south and downdip to the east~~2.25 Aopt ~~total~~gold ~~of 23 drillholes have now passed through the mineralized host horizon where it averages 17~~(3.8m4 ~~thick~~to ~~with an average gold grade of 2~~77.9714 g/t.) ~~There~~(see ~~were~~Table ~~several~~4 ~~intervals~~and ~~within~~news ~~the~~releases ~~WWZ~~dated ~~footprint~~July ~~ranging~~10, ~~from~~2018 3and toDec ~~41.1m~~1, ~~thick~~2020 inat ~~which~~http://timberlineresources.co/press-releases). ~~the~~The ~~gold~~mineralization ~~grade~~is ~~was~~associated ~~higher~~with ~~than~~extensive ~~4.5~~zones ~~g/t.~~of ~~The~~fault ~~expanded~~breccias, ~~footprint~~collapse ~~of the zone~~breccias, ifand ~~demonstrated~~with toorpiment ~~have~~and ~~continuity,~~realgar ~~has~~(arsenic ~~the~~sulfides) ~~potential~~which toare ~~significantly~~commonly ~~grow~~found ~~the~~in ~~Lookout~~major ~~Mountain~~Carlin-type ~~Resource~~gold deposits.

AExploration ~~significant~~activities ~~outcome~~at of the ~~2022~~Eureka ~~drilling~~Project, ~~campaign~~including ~~was~~Lookout anMountain, ~~improved~~were ~~understanding~~curtailed ofduring 2014 due to the ~~structural~~limited ~~geology~~availability of ~~the WWZ~~capital. In fiscal 2015, Timberline ~~geologists~~drilled ~~identified~~three aholes ~~number~~to ofthe ~~faults~~east ~~that~~of ~~were~~the ~~not~~Lookout ~~previously~~Mountain ~~known.~~resource Inand ~~some~~confirmed ~~cases,~~a ~~the~~2012 ~~faults~~partial ~~appear~~drill tointercept ~~control~~of higher-grade, ~~and~~gold mineralization at depth in ~~other~~hole ~~cases,~~BHSE-152 ~~the~~(Figure ~~faults~~12). ~~have~~The ~~offset~~geology in the ~~host~~hole ~~rocks~~stratigraphically ~~and~~correlates ~~therefore~~well ~~appear~~with togold ~~cut~~intercepts ~~off~~occurring up-dip in the ~~mineralization~~resource area. The ~~newly~~host ~~updated~~rocks ~~cross~~tend ~~sections~~to ~~shown~~be incarbonaceous ~~Figures~~collapse 12breccias and 13jasperoid ~~reflect~~with ~~the~~pyrite ~~improved~~(and ~~understanding~~sometimes ofarsenic sulfides) at the ~~geology~~contact ofbetween the ~~WWZ~~Cambrian-aged Dunderberg and Hamburg formations. The ~~zone~~four ~~still~~intercepts ~~appears~~are thought by Timberline geologists to ~~have~~be ~~good~~mineralogically ~~continuity,~~consistent with higher-grade occurrences as ~~alteration~~recognized ~~and~~in ~~anomalous~~deeper levels of many Carlin-type gold ~~are~~systems. ~~consistently~~One ~~present~~of atthe strongest intercepts from the ~~key~~2015 ~~contact~~drilling included 65 feet (19.8 m) @ 0.09 opt gold (3.09 g/t), ~~but~~including ~~the~~25.2 ~~controls~~feet on(7.7 m) @ 0.146 opt gold (5.02 g/t) in BHSE-171 (Table 4). This new zone of higher-grade gold, ~~are~~downdip ~~sometimes~~from ~~difficult~~the toLookout ~~determine~~Mountain Resource, would become known as the WWZ.

As36 ~~drilling~~Table ~~approaches the major Relay fault zone to the north, the cross section through the WWZ shows a high density~~ of faults (blue lines on the section). There is an upthrown block that is bounded and cut by several faults. The upthrown section hosts the high-grade intercept reported in BHSE-220C early in 2022, and the high-grades through that interval may be related to the presence of low-angle faults. These faults explain why follow-up drilling in BHSE-221, BHSE-237, and BHSE-238 failed to intersect the same thickness and quality of gold mineralization. The majority of the faults that cut the Dunderberg-Hamburg contact have not been drill tested, nor have the deeper sections of that contact to the east.Contents

Figure 12. ~~Cross~~Lookout ~~Section~~Mountain ~~Looking~~Geology ~~North~~and ~~through~~High-Grade ~~Northern~~Gold ~~WWZ~~Zone ~~(Line~~Including ~~4363275N)~~Drilling through FY 2021

~~The~~37 ~~southern~~Table ~~end~~ of the WWZ is host to the best hole yet drilled into the zone, BHSE-212C. Here, as in the northern part of the zone, the drilling indicates that mineralization is more than 40m thick, including a high-grade interval near the top of the zone spanning 19.8m that averaged 9.49 g/t gold (Figure 13). There are differences in the WWZ between north and south. For instance, the strong gold zone starts at only 140m below surface in the north, whereas the key horizon begins at greater depth in the south, 316m below surface. The Dunderberg-Hamburg contact is the primary host throughout the WWZ, but increased drilling has revealed that the high-grade interval in BHSE-212C is associated with a trough, or topographic low, in the top of the Hamburg. This is contrary to the relative topographic high in the top of the Hamburg exhibited in the north.Contents

42 Table of4. ~~Contents~~Representative High-Grade Gold Drill Intercepts through 2020 from the Lookout Mountain Resource Area

During 2022, Timberline drilled offsetting holes around BHSE-212C with varying results. BHSE-226C extended the zone to the south by 75m with an intercept of 22.8m averaging 4.29 g/t gold, whereas BHSE-230C encountered thinner, but still strong, mineralization to the north (8.7m at 2.01 g/t gold and 3.1m at 10.88 g/t gold). At the time of this writing, the Company is still awaiting final results from other holes in the area, to the west and east primarily. It is again apparent that the gold zone in the WWZ is consistent but variable. Evidence from the drilling to date at WWZ suggests that the main gold zone pinches and swells, and the controls on the thicker and higher-grade sections are primarily related to faults.

Drill Hole	From (meters)	To (meters)	Length (meters)⁽¹⁾	Gold (g/t) ⁽²⁾	Au GT *(grammeters)**
BH05-01	82.3	102.1	19.8	11.79	233
including	83.8	91.4	7.6	21.98	167
BH05-03	58.8	59.8	1.0	76.80	77
BH06-02	135.7	143.9	8.2	12.40	102
BH06-07	123.8	151.8	28.0	7.44	208
BH06-10	0.0	15.2	15.2	18.40	280
BH06-13	45.1	46.0	0.9	50.30	45
BH06-13	117.4	124.9	7.5	9.51	71
BH06-16	0.0	10.0	10.0	12.90	129
BHSE-029C	119.2	136.9	17.7	12.00	212
BHSE-032	42.7	45.7	3.0	14.60	44
BHSE-034	41.2	42.7	1.5	15.80	24
BHSE-037C	67.7	68.0	0.3	27.80	8
BHSE-064	39.6	45.7	6.1	3.19	19
BHSE-066	25.9	30.5	4.6	4.95	23
BHSE-066	88.4	93.0	4.6	8.53	39
BHSE-067	51.8	56.4	4.6	3.63	17
BHSE-076	6.1	48.8	42.7	1.43	61
including	7.6	10.7	3.1	11.52	35
BHSE-096	32.0	94.5	62.5	1.48	92
including	36.6	45.7	9.1	3.73	34
BHSE-102	41.2	70.1	29.0	1.89	55
including	59.4	62.5	3.1	13.15	40
BHSE-104	33.5	86.9	53.3	1.18	63
including	67.1	73.2	6.1	12.19	74
BHSE-126C	9.5	14.1	4.6	33.10	152
BHSE-151C	152.7	163.6	10.9	3.63	40
Including	154.2	156.9	2.6	35.63	93
BHSE-176	21.3	36.6	15.2	10.09	154
BHSE-186	4.6	10.7	6.1	5.21	32
BR-1	10.7	22.9	12.2	14.50	177
BR-1	19.8	22.9	3.1	45.10	140
BR-19	10.7	13.7	3.0	12.70	38
BR-19	19.8	22.9	3.1	45.10	140
BR-19	67.1	71.7	4.6	11.10	51
BR-19	117.4	137.2	19.8	10.90	216
BR-26	134.2	140.2	6.0	11.10	67
EFL-4	29.0	30.5	1.5	9.30	14
EFL-5	0.0	1.5	1.5	8.60	13
LM-05	0.0	19.8	19.8	8.90	176
LM-13	3.1	4.6	1.5	12.30	18

~~Figure~~38 13Table ~~Cross~~of ~~Section Looking North through Southern WWZ (Line 4362875N)~~Contents

Another important learning from Timberline’s 2022 drill program was that RC drilling can yield satisfactory results in the WWZ, but core drilling does appear to return (at least somewhat) thicker and higher grade than RC over the same intervals. The Company has now conducted three such tests and the results were not entirely consistent. During 2021, Timberline reported that a comparison between RC hole BHSE-205 and core hole BHSE-220C resulted in much higher-grade gold assays over greater width by core when compared to the RC. However, this year’s test compared two more core holes with RC holes, but the holes weren’t exactly twins due to approximately 25m deviation by both RC holes. BHSE-223C (core) was drilled close to BHSE-187 (RC); and BHSE-224C (core) was drilled close to BHSE-209 (RC). As reported in a Company news release dated September 14, 2022, one of the pairs compared very well, while the other comparison was markedly different.

RTC-201	0.0	14.0	14.0	10.90	153
RTC-201	17.4	19.8	2.4	17.30	42
RTR-020	6.1	7.6	1.5	17.80	27
RTR-044	0.0	19.8	19.8	11.60	230
RTR-044a	0.0	3.1	3.1	9.94	31
RTR-044a	25.9	27.4	1.5	10.60	16
RTR-048	54.9	56.4	1.5	13.70	21
RTR-049	33.5	35.1	1.6	163.00	261
RTR-049	73.2	76.2	3.0	28.10	84
RTR-059	29.0	32.0	3.0	20.60	62
RTR-071	0.0	13.7	13.7	9.71	133
RTR-095	7.6	19.8	12.2	12.60	154
RTR-098	0.0	13.7	13.7	12.70	174
RTR-133	71.7	76.2	4.5	17.40	78
RTR-134	126.5	143.3	16.8	12.00	202
RTR-153	9.2	18.3	9.1	11.10	101
RTR-153	73.2	74.7	1.5	12.30	18
RTR-156	16.8	18.3	1.5	10.30	15
RTR-159	4.6	7.6	3.0	8.57	26
RTR-163	18.3	19.8	1.5	31.50	47
RTR-180	111.3	114.3	3.0	11.70	35
RTR-181	80.8	102.1	21.3	9.09	194
RTR-190	144.8	160.1	15.3	11.30	173
RTR-191	134.2	147.9	13.7	19.10	262
RTR-258	152.4	155.5	3.1	14.10	44
(1) Drill thickness – True widths of drill intercepts have not been determined
(2) g/t: grams/tonne

~~Figure~~Timberline 14also ~~shows~~completed ~~the~~a ~~2021 test of BHSE~~six-~~205~~hole vsRC ~~220~~drill ~~alongside~~program ~~the~~on ~~2022 test of BHSE-187 vs 223. In~~ the ~~case~~Windfall oftarget ~~205~~in vs2015. ~~220, the results show few similarities.~~ The ~~distribution~~drilling ofsuccessfully ~~gold~~tested ~~grade between~~ the ~~core~~on-strike, ~~and RC holes is quite different~~offset, ~~particularly~~and ~~with~~down-dip ~~respect~~extensions ~~to the central part~~ of ~~the~~gold ~~interval~~mineralization that was ~~consistently~~previously ~~high~~mined ~~grade~~at ~~in the core hole~~Windfall. InThe ~~fact,~~drill ~~the~~holes RCwere ~~samples~~completed ~~did~~over ~~not~~a ~~return~~strike ~~any~~length ~~+10~~of ~~g/t~~approximately ~~gold~~3,000 ~~assays.~~feet ~~Whereas~~(914 ~~both~~m) ~~the grade distribution~~ and ~~absolute~~intersected gold ~~assay~~mineralization ~~values~~consistent ~~compare~~with ~~much~~that ~~better~~reported ~~between~~from ~~BHSE-187~~historic ~~and~~drilling ~~223.~~in ~~The richest part of~~ the ~~interval~~area, ishighlighted ~~near~~by ~~the~~drill ~~top~~hole ~~in both cases~~BHWF-40, ~~but~~which ~~the~~intersected RC80 ~~samples~~feet ~~yielded~~(24.9 ~~higher~~m) ~~gold~~at ~~maxima~~0.09 inopt ~~the assays~~(3.09 ~~The~~g/t) ~~Timberline~~of ~~technical~~gold ~~team~~including ~~has~~a ~~concluded~~subsection ~~that~~of RC20 ~~drilling~~feet ~~can~~(6.1 bem) ~~effective~~@ at0.26 ~~WWZ,~~opt so(8.91 ~~long~~g/t) asof ~~the drill has sufficient compressor capacity and is operated by an experienced team~~gold.

43During ~~Table~~the continued difficult commodities environment of ~~Contents~~fiscal years 2016 and 2017, the Company did no drilling or significant field work at the Eureka Project. During fiscal year 2018, we conducted internal geologic reviews of the project, with a focus on higher grade (>3 g/t) gold mineralization that is associated with extensive zones of fault breccia, as well as carbonaceous collapse-breccia. The team also compiled and reviewed historical geophysical data. This included property-wide magnetics and three lines of shallow induced polarization/resistivity (IP) data from 1992. These data defined three north-to-south trending anomalies at Lookout Mountain that are partially coincident with the high-grade gold drill intercepts and faults. In addition, a single line of historical controlled source audio magneto-telluric (CSAMT) data which crosses the Lookout Mountain open-pit area was also evaluated.

~~Figure~~The 14review ~~Comparison~~of historical data led to design and completion of RCa vsdetailed ~~Core~~gravity ~~Drilling~~survey ~~Tests~~around Lookout Mountain. The gravity data correlates well with structures identified in the CSAMT and with magnetic signatures and geologic mapping. Together the data outline a graben-like feature, the west boundary of which is extensively drilled and approximately coincident with the existing north-to-south trending gold resource at ~~WWZ~~Lookout Mountain. The central portion of the graben had been tested only locally on the west side by four closely-spaced holes (BHSE-152, -171, -172, -173) at the Water Well Zone, all of which contain relatively high-grade gold. The eastern margin of the graben is marked by the major Dugout Tunnel Fault, which separates down-faulted Ordovician rocks from older Cambrian rocks to the east.

~~Historic~~39 ~~Exploration:~~Table ~~2005~~of ~~to 2010 (Staccato Gold)~~Contents

~~Staccato~~Additional ~~Gold~~field ~~(“Staccato”)~~work ~~advanced~~in ~~exploration~~2018 ofwas also completed at the ~~Eureka~~Windfall ~~Project~~target. ~~and~~Work ~~completed~~there ~~drilling~~focused ~~between~~on ~~2005~~collection ~~and~~of ~~2007,~~40 ~~and~~rock chip samples in ~~follow-up~~and ~~initiated~~between athe ~~comprehensive~~historical ~~work~~Rustler, ~~program~~Windfall, inand ~~June~~Paroni ~~2008~~Pits. ~~which~~Highlights included ~~geologic~~10 ~~modeling~~samples ofwith ~~all~~greater ~~drilling~~than ~~results~~0.029 ~~This~~opt ~~modeling~~(1.0 ~~included~~g/t) ~~structural~~ and ~~stratigraphic~~6 ~~controls~~greater tothan ~~mineralization,~~0.088 ~~additional~~opt ~~density~~(3.0 ~~determinations~~g/t) gold, ~~and~~up ~~new~~to ~~drilling~~a ~~and~~maximum ~~metallurgical~~of ~~test~~0.382 ~~data~~opt (13.1 ~~Results~~g/t) ofgold. ~~this~~In ~~work~~total, ~~were~~17 ~~incorporated~~samples ~~into~~assayed ~~subsequent~~greater ~~exploration~~than ~~work~~0.007 ~~completed~~opt ~~since~~(0.250 ~~2008~~g/t), documenting the extensive zone of gold mineralization.

~~From~~During ~~2005~~fiscal toyear ~~2007~~2019, ~~core~~field ~~drilling~~activities ~~programs~~were atre-initiated upon entering into the Lookout Mountain ~~completed~~LLC byAgreement ~~Staccato~~with ~~Gold~~PM ~~provided~~& ~~data~~G Mines, Inc. (“PM&G”) to ~~better~~fund ~~define~~advancement ~~stratigraphy~~of inexploration with an initial focus on the ~~higher~~high-grade ~~breccia-hosted~~mineralization ~~gold~~in ~~zones~~the atvicinity of the Lookout Mountain open pit. ~~and~~Initial ~~discovered~~work ~~new~~entailed ~~areas~~a continuation of ~~mineralization.~~re-logging ~~The~~of historical drill core in the resource area, where drilling ~~program~~had ~~demonstrated~~delineated ~~the~~a ~~stratabound~~northwest-southeast ~~nature~~trend of high-grade gold ~~mineralization~~(defined inas ~~thick~~drill ~~zones~~hole intercepts of ~~collapse~~≥ ~~breccia~~0.10 opt or ~3 g/t) (Figure 3). This high-grade gold area has a strike length of approximately 500 feet (~150m) within the ~~Ratto~~pit ~~Ridge~~area ~~structural~~and ~~zone.~~is ~~Former~~up ~~Timberline~~to ~~director,~~250 ~~David~~feet ~~Mathewson,~~(~60m) ~~was~~wide. aIt ~~consulting~~includes ~~geologist~~relatively ~~for~~flat ~~Staccato~~lying ~~during~~to ~~this~~moderate ~~period,~~dipping ~~leading~~gold-bearing ~~much~~zones ofat ~~the~~multiple ~~core~~elevations, ~~logging~~including ~~and~~some ~~development~~exposure ofin the ~~geological~~historical ~~model~~pit. The gold mineralization is constrained, at ~~Lookout~~least ~~Mountain.~~in ~~Metallurgical~~part, ~~and~~by ~~other~~stratigraphy ~~technical~~and ~~characteristics~~zones of ~~known~~decalcified ~~mineralization~~collapse ~~were~~breccias ~~also~~in ~~investigated~~the atDunderberg ~~Lookout~~formation. ~~Mountain~~The breccias locally contain the minerals orpiment and realgar (arsenic sulfides).

AnIn ~~exploration~~addition ~~Plan~~to ofrelogging ~~Operations~~historical ~~was~~drill ~~prepared~~core, bya ~~Staccato~~professional ~~and~~land survey was ~~approved~~completed in ~~2009 by~~ the ~~BLM~~Lookout ~~and~~Mountain ~~the~~pit ~~State~~area ofby a Nevada ~~Department~~licensed ofland ~~Environmental Protection (“NDEP”) for the Lookout Mountain Trend~~surveyor. The ~~Plan~~work ofwas ~~Operations~~designed ~~called~~as ~~for~~part ~~approximately 266 acres~~ of ~~disturbance that can be accessed for use in~~ a ~~phased~~QAQC ~~approach~~assessment ~~and~~of ~~covers~~historical ~~the~~drill ~~entire~~collar ~~structural~~data ~~corridor.~~with ~~The~~results ~~Plan of Operations allowed ground disturbance~~ to ~~complete~~facilitate ~~additional~~advancing ~~infill,~~the ~~metallurgical,~~project ~~and~~spatial ~~exploration~~controls ~~drilling necessary~~ to ~~advance~~standards ~~the~~required ~~development~~for ofmine ~~the~~planning, ~~Lookout~~resource ~~Mountain~~modelling ~~Deposit~~ and ~~other targets along the trend~~engineering.

44In ~~Table~~early FY2020, the Company filed with the BLM an amended work plan to the 2009 BLM Plan of ~~Contents~~Operations for Lookout Mountain. The amended work plan proposed bonding with an additional 9 acres of proposed disturbance beyond the existing 28 acres of disturbance. The increased bond will permit construction of up to 249 drill sites and 28,657 feet of road access in the immediate area of the Lookout Mountain open pit. The work plan was subsequently approved in mid-2020.

InDuring ~~October~~the ~~2009,~~third ~~Staccato~~quarter ~~also~~of ~~initiated~~FY ~~work~~2020, atPM&G ~~the~~resigned ~~Windfall~~from ~~Target~~the ~~including~~joint ~~detailed~~venture ~~mapping~~because ~~and~~they ~~sampling~~failed ~~programs~~to ~~and~~meet ~~completed~~the aminimum ~~ten~~earn-~~hole~~in ~~drill~~investment ~~program~~requirements. ~~totaling~~As ~~8,030~~a ~~feet (2~~result,~~448~~ ~~m).~~the ~~The~~planned ~~drilling~~drill program ~~focused~~did onnot ~~testing~~take ~~the~~place. ~~extent~~However, upon completion of ~~gold~~a ~~mineralization~~financing ~~below~~in August 2020, the ~~Windfall~~Company ~~and~~submitted ~~Rustler~~additional ~~open~~bond ~~pits~~capital of $246,013 ~~located~~to ~~approximately~~the 3BLM ~~miles~~in ~~northeast~~preparation offor ~~the~~renewed ~~main~~drilling at the Lookout Mountain ~~mineralized area~~target.

~~Results~~Twelve ~~from~~RC ~~the~~drill ~~surface~~holes ~~mapping~~totaling ~~program~~8,000 ~~review~~ft of(2,438 ~~historical~~m) ~~production~~were ~~and~~completed ~~geologic~~in ~~maps,~~FY ~~and~~2020 ~~drilling~~within ~~indicated~~or ~~that~~near ~~high-grade~~the ~~gold~~resource isarea ~~locally~~to ~~controlled~~confirm ~~within~~historical ~~cross~~intercepts ~~structures~~and ~~cutting~~as ~~the~~in-fill ~~main~~in ~~Windfall~~mineralized ~~fault~~areas ~~zone,~~(Figure at4). Five of the ~~contact~~RC ~~between~~holes ~~the~~were ~~Hamburg~~drilled ~~Dolomite~~as ~~and~~offsets ~~Dunderberg~~to ~~Shale~~the 2015 WWZ discovery drilling. The ~~2009~~program ~~drill~~continued ~~program~~into ~~tested~~early ~~approximately~~FY2021 3with completion of an additional three core holes totaling 4,~~600~~477 ~~feet~~ft (1,~~097~~365 m). ofThe ~~strike~~core ~~length~~holes ofwere ~~the~~completed ~~Windfall~~east ~~fault~~of ~~zone~~the ~~with~~resource ~~wide~~area ~~spaced~~to ~~drilling.~~test ~~The~~an ~~Windfall~~IP ~~fault~~anomaly ~~zone~~and isdown-dip ~~part~~extensions of anWWZ ~~extensive~~mineralization. ~~mineralized~~The ~~structural~~core ~~trend~~holes ~~which~~did ~~extends~~not ~~for~~reach ~~over~~their ~~17,000~~target ~~feet~~depths ~~(5,182~~and m)were ~~based~~terminated ondue ~~historical~~to ~~data~~drilling difficulties.

~~All~~In ~~holes~~late in2020 ~~the~~and ~~2009~~early ~~exploration~~2021 ~~program~~Timberline ~~encountered~~announced ~~thick~~additional ~~intercepts~~drill results of ~~low~~high-grade gold ~~(holes~~inside ~~5–12)~~the orexisting ~~anomalous~~resource ~~gold mineralization (holes 13~~ and ~~14)~~to ~~within~~ the ~~Windfall~~east ~~fault~~in ~~zone. The offset and exploration holes as drilled define~~ the ~~Windfall~~WWZ ~~Fault~~(Figure as13) ~~a 150 to 200-foot~~ (46see –Company 61news m)releases ~~wide~~dated ~~zone~~December ~~striking~~1, ~~roughly~~2020 ~~north-to-south~~ and ~~dipping~~January ~~approximately 60 degrees to the east~~7, ~~containing two or more significant zones of mineralization~~2021). Highlights included:

~~Five~~· ofHole ~~the~~BHSE-176 ~~ten~~intercepted ~~holes~~near ~~were~~surface ~~drilled~~high-grade asgold ~~offsets~~mineralization, to15.24m ~~follow~~averaging up10.09 ong/t, ~~the~~beginning ~~high-grade~~at ~~gold~~21.34m ~~intercept~~downhole ~~drilled~~depth, inincluding ~~hole~~9.14m 4of 16.31 g/t, which ~~intersected~~included 753.05m ~~feet~~of ~~(23~~31.40 m)g/t. at· Holes BHSE-177 and 178 encountered shallow oxide gold within the existing resource, including 18.29m of 0.~~153~~87 ~~opt~~g/t ~~gold~~(from surface), 48.77m of 1.00 g/t, and ~~five~~59.44m ~~other~~of ~~holes~~0.63 ~~were~~g/t. ~~drilled~~· toHoles ~~test~~BHSE-180, ~~the~~181, ~~strike~~and 182 confirmed northward and down dip ~~extent~~extensions of mineralization beyond the ~~Windfall~~Lookout ~~fault~~Mountain ~~zone.~~pit, ~~Several~~including ~~thick~~gold intercepts of ~~gold~~up ~~mineralization~~to ~~were~~18.29m ~~returned,~~of ~~including~~1.58 ~~135~~g/t ~~feet~~in ~~(41~~the m)latter atof these holes. · Hole BHSE-184 drilled 18.29m @ 0.~~011~~93 ~~opt~~g/t gold in ~~hole~~the 7,shallow ~~135~~sub-surface ~~feet~~below ~~(41~~the m)historical atpit. 0· Hole BHSE-186 intercepted 6.~~016~~10 ~~opt~~m of near surface high-grade gold in(5.21 ~~hole~~g/t) 8and a separate, ~~115~~broader ~~feet~~zone (3525.91 m) at 0.~~010~~77 ~~opt~~g/t ~~gold~~mineralization inat ~~hole~~further 9,depth ~~and~~within ~~100~~the ~~feet~~pit ~~(30~~area.~~5m)~~ at· 0Hole BHSE-187 encountered 7.~~018~~62 ~~opt~~m of 4.49 g/t gold inoutside ~~hole~~the 11existing resource area within a broader zone of 32.00 m at 1.82 g/t.

A40 ~~secondary~~Table ~~hanging wall structure identified by the mapping program was also encountered in drill holes 7, 8, 11, and 13 and is characterized by strong silicification and decalcification~~ of Windfall Formation and Dunderberg Shale in the hanging wall side of the fault, with Dunderberg Shale and Hamburg Dolomite on the footwall side. Drilling indicates a down to the east offset of the Dunderberg – Hamburg contact. This secondary structure represents an attractive and untested target at depth.Contents

~~Historical~~Figure ~~Exploration:~~13. ~~1970s~~Lookout toMountain ~~1990s~~Resource Area 2020-2022 Drilling

On41 ~~the~~Table ~~Windfall, Hamburg Ridge, and New York Canyon claim groups, Bill Wilson~~ of the Idaho Mining Corp, then Windfall Venture, later Norse-Windfall, initiated reconnaissance mapping, soil and rock chip sampling, trenching, and drilling in the early 1970s. He noted that the original underground Windfall Mine, which was discovered in 1908 and produced approximately 65,000 tons of “invisible gold” mineralized rock grading 0.368 opt, was a Carlin-type sediment-hosted disseminated gold occurrence. Wilson’s work emphasized the east side of Hamburg Ridge and the Windfall Trend, where he drilled conventional air rotary holes. The drill holes were generally from 50 to 250 feet deep. Six of Wilson’s original forty-three Z-holes intersected gold mineralization exceeding 0.02 opt gold. This success led to infill drilling and the development of the Windfall open pit mine in 1975, and soon thereafter, the Rustler and Paroni open pit mines. Gold was extracted in a heap-leach operation from sanded and silicified dolomite and silicified shale.Contents

NoA ~~geologic~~schematic ~~maps~~cross ~~exist~~section view from ~~this~~just ~~period~~south ~~other~~of ~~than~~the ahistorical ~~few~~Lookout ~~maps~~Mountain ~~compiled~~pit ~~from~~shows ~~USGS~~the ~~work~~geology of the resource and WWZ areas (Figure 14). ~~Although~~Much ~~many~~of ~~drill~~the ~~hole~~Lookout ~~location~~Mountain ~~maps~~gold ~~are~~resource ~~archived~~is inassociated with the ~~files~~east-dipping ofHighwall ~~Century~~Fault ~~Gold~~and ~~Corp~~the east-dipping contact between the Dunderberg formation and the underlying Hamburg formation., Timberline geologists have noted significant multi-staged collapse brecciation at the ~~coordinates~~contact that likely accounts for ~~many~~the ~~drill~~development ~~hole~~of ~~collars~~porosity ~~are~~and ~~not~~permeability. ~~available~~The mineralizing fluids exploited fault zones and favorable horizons as evidenced by associated intense silicification, ~~very~~sulfidation, ~~few~~and ~~collars~~carbonaceous ~~are~~replacement. ~~visible~~The inresulting jasperoid contains abundant fine sooty pyrite and oftentimes, the ~~field~~arsenic sulfide minerals orpiment and realgar. Jasperoid is present as irregular pods and masses of silicification at various levels within the Dunderberg formation, replacing beds and ~~assay~~forming ~~data~~locally ~~from~~cross-cutting ~~infill~~veins ~~drilling~~and isveinlets. ~~poorly~~East ~~documented~~of the Lookout Mountain resource, the gold mineralization tends to be localized in the basal 10 to 40m of the Dunderberg, which may or may not be silicified.

~~Table~~The 5.shale ~~Summary~~and limestone above the gold mineralization often demonstrate calcite veining that passes into zones of ~~Historic~~argillic ~~Drilling~~alteration. onThe ~~Eureka~~Hamburg ~~Project~~formation dolomite below the contact is usually pervasively oxidized, weakly mineralized and variably decalcified and, in many areas, completely “sanded” by removal of all interstitial calcite.

Company	No. Drill Holes	Period	Target Area
Norse-Windfall	63	1970s – 1980s	Hoosac/Windfall
Amselco	8	Mid-1980s
Tenneco	18	1989-1991
Pathfinder	18	1993
Pathfinder/Cambior	36	1995-1996
Amselco	296	1978-1985	Lookout Mountain
Windfall Group	20	1986
EFL Gold Company	10	1990
Barrick Gold	40	1992-1993
Echo Bay	70	1994-1995

Figure 14. Schematic Cross Section through Lookout Mountain and Graben Zone

~~Significant~~As ~~exploration on~~ the ~~Eureka~~rock ~~property~~units ~~occurred~~dip ~~during~~to the ~~drilling programs mounted during the 1980s and 1990s. The table below summarizes historic drilling by company~~east, ~~era, and focus of their exploration. These data are compiled from historic company reports and, in many cases, have been at least partially validated with~~ the ~~presence~~mineralization ~~of drill cuttings or core~~ in the ~~Company’s~~WWZ ~~inventory.~~is ~~These drilling programs were conducted concurrent with and guided by geologic mapping~~east, ~~geochemical~~downdip ~~rock~~ and ~~soil~~open ~~sampling~~from ~~programs,~~the ~~and~~2013 ~~air~~gold ~~and~~resource ~~ground geophysics~~area. ~~Geological~~The ~~mapping~~basal ~~and~~Dunderberg ~~geochemical~~formation ~~programs~~host ~~were~~is ~~very~~well ~~successful~~understood ~~in discovering target areas characterized by permissive structures~~ and ~~traces~~the of2021 ~~gold~~drilling ~~with~~successfully ~~arsenic,~~intercepted ~~antimony,~~mineralization ~~and~~approximately ~~mercury~~where ~~anomalies in soil and rock~~expected.

45In ~~Table~~2021, the Timberline team applied geophysics in conjunction with geologic mapping and 3D modeling of ~~Contents~~drill data to further advance exploration targets beyond the resource area for drill testing. A district-scale gravity survey was extended from the Lookout Mountain area over the Eureka property block in the quarter ending December 31, 2021 (Figure 15). In his interpretation and reporting of the gravity data, Jim Wright of Wright Geophysics (Elko, NV) recognized the presence of multiple structures and alteration zones that are consistent with the architecture of a Carlin-type gold district.

~~The~~In ~~methods~~late of2020, ~~collection~~the ~~and~~Company ~~analyses~~also ofretained ~~some~~Simcoe ~~historical~~Geoscience ~~soil~~Limited ~~and~~to ~~rock~~complete ~~samples~~a ~~were~~28 ~~not~~line-km ~~always~~IP ~~available~~survey inon the ~~data,~~Lookout ~~but~~Mountain itTrend. IP geophysics is ~~likely~~useful for identifying rocks that ~~the~~are ~~samples~~rich ~~were~~in ~~collected,~~sulfide ~~documented,~~minerals ~~prepared,~~(such ~~and~~as ~~analyzed~~pyrite) toand ~~the~~carbonaceous ~~standards~~material, both of ~~professional~~which ~~diligence~~can ~~and~~be ~~analytical~~enriched ~~techniques~~in ~~applicable~~Carlin-type atgold ~~the time~~systems. The ~~importance~~2021 survey followed-up on sulfides and carbonaceous material encountered in some of athe ~~geochemical~~deeper drill holes in 2020. Strong north-~~geological~~south ~~exploration~~trending ~~approach~~IP isanomalies ~~evidenced~~were byidentified within the ~~fact~~central ~~that~~part of the ~~drilling~~graben ofzone ~~many~~at ~~such~~Lookout ~~anomalies~~Mountain ~~resulted~~(Figure in10). ~~significant~~A ~~indications~~second IP survey of ~~disseminated~~25 ~~gold~~line-km ~~mineralization.~~was ~~The~~completed ~~Windfall~~by Zonge Geosciences, ~~Rustler~~Inc. (Zonge), ~~and~~which ~~Paroni~~identified ~~Deposits~~similar onIP anomalies in the Windfall ~~claims~~area ~~and~~farther ~~the~~northeast. ~~Lookout~~Zonge ~~Mountain~~also ~~Deposit~~completed ~~were~~a ~~discovered~~CSAMT bysurvey ~~drilling~~along ~~soil~~four ~~and~~lines ~~rock~~totaling ~~anomalies~~19 inline-kilometers ~~permissive~~with ~~structural~~lines ~~and~~transecting ~~stratigraphic~~major ~~settings.~~target ~~Drill~~areas ~~testing~~at ofthe ~~several~~WWZ, ~~geochemical~~West ~~anomalies~~Lookout, inOswego, ~~permissive~~Rocky ~~geological~~Canyon, ~~settings~~South ~~has~~Lookout ~~also~~- ~~resulted~~South inAdit, ~~the~~and ~~discovery~~at ofWindfall. ~~several~~The additional ~~promising~~resistivity ~~zones~~data ofgenerated ~~gold~~from ~~mineralization~~the onCSAMT ~~the~~provided ~~Hamburg~~enhanced ~~Ridge~~insights into the alteration, ~~Windfall~~faults, and ~~Lookout~~host ~~Mountain~~rock ~~claim groups~~stratigraphy. AsThe ~~yet,~~combined ~~these~~new ~~zones~~geophysical ~~have~~data ~~not~~generated ~~been~~significant ~~fully~~improvements ~~tested~~in the Company’s three-dimensional model of the gold targets at Eureka.

~~Amselco~~42 ~~Exploration~~Table began exploring the Lookout Mountain project in 1978, conducting extensive geologic mapping, soil and rock sampling and an initial 15-hole reverse circulation (“RC”) drilling program which tested gold mineralization along the Ratto Ridge Fault and associated geochemical anomalies and jasperoids developed along the north-to-south trending Ratto Ridge. This drilling discovered significant sediment-hosted disseminated gold mineralization at depth. Amselco drilled 296 holes between 1978 and 1985, also discovering five areas of gold mineralization along Ratto Ridge which contain partially developed gold resources. These areas are located at South Lookout Mountain, Pinnacle Peak, Triple Junction, South Ratto Ridge, and South Adit. In 1986, while Amselco was in process of becoming BP Minerals, Amselco management optioned the Lookout Mountain Deposit to a joint venture of three companies, which then owned Norse-Windfall Mines.Contents

InThe ~~1990~~gold systems at the Eureka Project often come to the surface where faults and altered rocks yield soil geochemical anomalies in gold and pathfinder elements. Each of the three major trends at Eureka is reflected in gold anomalies in Timberline’s historical soil geochemical dataset. During the summer of 2021, ~~EFL~~Timberline ~~Gold~~collected ~~Mines~~approximately ~~took~~900 ~~bulk~~soil samples ~~from~~across the ~~floor~~northeastern portion of the ~~Lookout~~Eureka ~~Mountain~~property, ~~pit~~which had never been covered by previous workers. ~~These~~The 2021 survey employed new ultra-trace level multi-element analyses of the samples, ~~returned~~offering ~~assay~~a ~~values~~wider ~~ranging~~range ~~from~~of ~~0.10~~elements toand ~~0.135~~much ~~opt~~higher ~~gold~~sensitivity. ~~EFL~~We also ~~drilled~~engaged ~~nine~~Mary ~~holes~~Doherty of International Geochemical Consultants, LLC (IGC) to integrate the new data with the approximately 5,750 historical samples and statistically level the dataset for new interpretation work. The resulting maps provide near-complete soil geochemical coverage over the northern two thirds of ~~which~~the ~~penetrated~~Eureka ~~500~~Project. ~~feet~~The ~~(152~~new ~~meters~~maps and interpretation provided by IGC recognized numerous distinct soil anomalies consistent with Carlin-type gold geochemistry, particularly emphasizing the Lookout, Windfall, and Oswego trends. The soil data also mapped silver-lead-zinc anomalies consistent with carbonate-replacement type deposits (CRD), ~~into~~best developed in the ~~floor~~far northeast of the ~~pit,~~property ~~that~~at ~~showed~~New ~~both~~York ~~oxide~~Canyon. Modern interpretation tools have helped the team map crosscutting NW-SE and ~~sulfide~~NE-SW trends likely delineating faults (Figure 16). It is clear from the data that silver and gold mineralization is likely to extend well beyond existing drilling in several areas.

~~During~~Figure the period 1992-1993, Barrick Gold completed geologic mapping, took more than 500 soil samples to expand and fill in Amselco’s soil grid, and drilled 42 widely spaced holes, primarily along Ratto Ridge15. ~~Drilling~~Eureka ~~targeted~~Project ~~favorable~~2020 ~~stratigraphy~~– at2021 ~~depth~~Geophysical ~~near~~Surveys fault intersections. Nevada Gold discovered that geochemical anomalies were apparently controlled by E-NE and N-NW to NW trending cross structures which intersect the north-to-south trending Ratto Ridge Fault. Much of the Nevada Gold work focused on the potential in Cambrian Dunderberg Shale and Hamburg Dolomite east of the Ratto Ridge Fault, and potential in the Devonian Nevada Group, especially the Bartine Limestone west of the fault. Outcrops of Bartine Limestone in the area show weak gold mineralization, strong alteration, and anomalous pathfinder element geochemistry. Nevada Gold drilled 42 holes to a maximum depth of approximately 1,300 feet (400 meters) and encountered several gold intercepts.

~~Work~~43 byTable Barrick Gold also included airborne and ground geophysics and a stratigraphic and geochemical study in conjunction with geologic mapping to develop and prioritize several target areas. Approximately 800 rock samples were collected and had high-quality multi-element analyses at MB Associates in California and Activation Laboratories in Canada. However, their work on the various geological and geochemical targets, or additional drilling in areas of known mineralization previously discovered by Amselco, apparently found insufficient mineralization to meet Barrick Gold’s objectives. It should be noted that the potential for mineralization west of the Ratto Ridge was not significantly explored during this period.Contents

~~Echo~~Figure Bay (1993-95) not only worked Ratto Ridge but also acquired additional ground to the north, south, and southwest. They conducted mapping, sampling, and scattered drilling in the area, exploring deep high-grade potential in the Cambrian Dunderberg Shale and Hamburg Dolomite, and testing Devonian Nevada Group targets west of the Ratto Ridge Fault. Echo Bay drilled several promising holes, including drill hole EBR 27, which intersected 110 feet (34 m) grading 0.043 opt gold in the Dunderberg, and drill hole EBR-9 which intersected 115 feet (35 m) grading 0.043 opt gold in the Nevada Group. Offsets of EBR-9 found 90 feet grading 0.028 opt gold, and another hole, which was lost before reaching planned depth, found 45 feet (14 m) of 0.024 opt gold. Further offsets of EBR-9 and several widely spaced holes averaging 1,000 feet (305 m) deep (EBR 15, 16~~, 17, 18, and 20) found some anomalous gold along Ratto Ridge but no major intercepts~~. ~~Eventually,~~Soil ~~the~~Geochemistry ~~Echo~~Factor ~~Bay~~Map ~~project~~Area ~~totaled~~showing ~~104~~Normalized RCAu+As+Sb ~~holes. Faced with depletion of budgets with no significant exploration success, the decline in gold prices and large land payments, Echo Bay decided to drop the property.~~data

4644 Table of Contents

~~Paiute~~Drilling ~~Project~~resumed at Eureka in July 2021, though the program was broken into two parts based on availability of drills and drill crews. Drilling began in July with several RC drillholes and then a diamond core rig commenced work in October 2021. In total, the program included 11,465 feet (3,495 m) of core and 21,444 ft (6,536 m) of RC drilling. In some cases, the Company employed RC drilling for the upper portions of the holes (“pre-collars”) and drilled core through the deeper target zones (“core tails”). The primary targets for this program were step-outs around earlier gold intercepts and selected fault zones in the WWZ as well as the IP anomaly in the Graben Zone east of the WWZ (Figure 17). We added a few drill holes at Oswego late in the program when surface sampling results became available.

The ~~Paiute~~program ~~Project~~was ~~(formerly~~successful ~~referred~~at toexpanding asthe footprint of the ~~ICBM~~WWZ ~~Project)~~and isits ~~located~~average ~~6.5~~grade ~~miles~~and ~~due~~thickness. ~~west~~One of ~~Battle~~the ~~Mountain~~holes, inBHSE-206C also encountered the ~~Battle~~first ~~Mountain~~significant ~~Mining~~silver-lead-zinc ~~District,~~(CRD ~~Lander~~type) ~~and~~intercepts ~~Humboldt~~reported ~~Counties,~~from ~~Nevada.~~the ~~The~~central ~~property~~portion ~~consists~~of the project. Most of ~~1,346~~the ~~acres~~2021 ~~(2.1~~drilling ~~square~~program ~~miles)~~was onreported ~~BLM-administered~~during ~~lands.~~the first quarter of 2022, and the highlights include:

~~Timberline~~· ~~originally~~BHSE-212C: ~~acquired~~41.1m ~~the~~at ~~project~~5.03 ing/t ~~2010 through acquisition of Staccato Gold~~Au, ~~who~~including ~~controlled~~19.8m ~~the~~at ~~project~~9.49 asg/t aAu; ~~non~~· BHSE-~~core~~220C: ~~asset~~44.2m ~~along~~at ~~with~~4.10 ~~the~~g/t ~~flagship~~Au, ~~Eureka~~including ~~Project~~12.2m ~~Staccato~~at ~~controlled~~9.18 ~~the~~g/t ~~project~~Au; ~~through~~· ~~an earn~~BHSE-in192C: ~~joint~~24.4m ~~venture~~at ~~(JV)~~3.85 ~~agreement~~g/t ~~with Lac Minerals (LAC)~~Au, aincluding ~~subsidiary~~4.6m ofat ~~Barrick Gold~~8.35 ~~Timberline~~g/t ~~acted~~Au; asand ~~operator~~· ofBHSE-206C: ~~the~~202.7m ~~project~~at ~~through~~5.28 ~~November~~g/t ~~2013~~silver ~~earning~~(Ag), aincluding 7356.7%4m ~~interest~~at in9.69 ~~the~~g/t ~~project~~Ag, ~~with~~0.17% ~~LAC~~Zn, ~~holding~~and ~~the remaining interest~~0.11% Pb

~~Historical~~The ~~exploration~~most ~~demonstrated~~important ~~that~~finding ~~gold~~from ~~mineralization~~the is2021 ~~present~~drilling oncampaign ~~the~~was ~~property~~confirmation inof ~~styles~~the consistency of Carlin-type gold mineralization ~~currently~~at ~~being~~the ~~mined~~basal ~~elsewhere~~contact inof the ~~Battle~~Cambrian ~~Mountain~~aged ~~district~~Dunderberg ~~including~~formation atwith the ~~Fortitude/Phoenix~~Cambrian ~~complex~~Hamburg toformation. ~~the~~The ~~south~~Hamburg is a limestone-bearing formation that is variably altered to dolomite and ~~Lone~~often ~~Tree~~subject to solution collapse; the ~~west.~~resulting Anvolume ~~analysis~~loss has also caused the collapse of ~~historical~~the ~~data~~overlying ~~led~~altered toDunderberg ~~recognition~~formation. ~~that~~The contact zone is converted into an almost ubiquitous breccia body over a large area at Lookout and the ~~property~~WWZ. ~~also~~This ~~has~~breccia ~~porphyry~~varies ~~copper-gold~~from ~~characteristics~~approximately ~~similar~~five to ~~Newmont’s~~more ~~nearby~~than ~~historical~~40 ~~Copper~~meters ~~Basin~~thick, ~~mine.~~and it was an excellent host for the hydrothermal fluids that deposited the gold.

~~Although~~The ~~Timberline~~2021 ~~controlled~~drilling ~~the~~encountered ~~project,~~thick asand ~~a non~~high-~~core~~grade ~~asset~~(>3 nog/t) ~~exploration~~gold ~~was~~over ~~completed~~a ~~between~~north-south ~~2010~~corridor ~~and~~spanning ~~December,~~more ~~2013.~~than In400 ~~December~~meters, ofas ~~2013,~~defined ~~Timberline~~by ~~and~~the ~~LAC~~intercepts ~~entered~~in ~~into~~BHSE-220C anin ~~agreement~~the ~~with~~north ~~Americas~~and ~~Gold~~BHSE-212C ~~Exploration,~~in ~~Inc~~the south. ~~(AGEI)~~Using toa ~~continue~~long ~~exploration~~section atview ~~the~~that ~~project.~~extends ~~Under~~that ~~the~~trend ~~terms~~southwest ofinto the ~~agreement,~~Lookout ~~AGEI~~Mountain ~~could~~resource ~~earn~~area, upone tocan asee ~~51%~~that ~~ownership position in~~ the ~~property~~Dunderberg-Hamburg ~~and~~contact ~~the~~is ~~joint~~mineralized ~~venture~~with bygold ~~making~~for ~~certain~~more ~~exploration~~than ~~expenditures~~1 ~~over~~kilometer a(Figure ~~four-year period~~18). IfThe ~~AGEI~~thickness ~~earned~~and angrade ~~initial 51% interest~~vary, ~~LAC~~but ~~agreed~~gold toand ~~withdraw~~associated ~~from~~Carlin-type ~~the~~pathfinder ~~Joint~~elements ~~venture~~are enriched in ~~exchange~~every ~~for~~drillhole athat 5%penetrates ~~Net~~the ~~Proceeds~~contact. ~~royalty~~As ~~and~~recorded toin ~~amend~~Table ~~the~~5, ~~agreement~~some ~~allowing~~of ~~AGEI~~the tonew ~~increase~~WWZ ~~its~~intercepts ~~equity~~from ~~interest~~the by2021 ~~19%~~drill ~~for~~program aare ~~total~~among ofthe ~~76.6%~~richest byon ~~making~~the ~~additional~~project ~~exploration~~when ~~expenditures~~expressed ~~with~~as ~~Timberline~~grade-thickness ~~retaining~~in ~~the~~gram ~~balance~~– meters of ~~ownership.~~gold ~~AGEI~~(thickness ~~also~~of ~~assumed~~interval multiplied by the ~~role~~average asgold ~~operator~~grade of the ~~joint venture~~interval).

OnThere ~~August~~were ~~14,~~also ~~2018~~important ~~Timberline~~advances ~~finalized~~in the ~~re-acquisition~~understanding of structural geology, stratigraphy, alteration, and geologic controls on the ~~property~~gold ~~from~~mineralization ~~AGEI~~in ~~along~~the ~~with~~WWZ resulting from the ~~contiguous~~2021 ~~Elder~~drill ~~Creek~~program. ~~property~~This aswas due in large part to the increased use of acore ~~two-property~~drilling ~~acquisition~~instead ~~from~~of ~~AGEI~~RC drilling. This came about because Timberline regeologists tested RC vs core drilling at the north end of the WWZ. Drilling in this area with an RC rig encountered an area of higher than usual groundwater inflow (BHSE-~~assumed~~205). The resulting samples from the ~~operator’s~~RC ~~position~~rig appeared to be visually favorable, including extreme alteration and abundant sulfide minerals. The assays from that interval were highly enriched in gold, but the ~~underlying~~grades ~~property~~were lower than expected based on the observed geology. We brought in the diamond core rig to twin the RC hole with core (BHSE-220C) – the two vertical holes were collared just over 2 meters apart. The same mineralized zone was encountered with the core rig, but the results were quite different.

~~The~~Not ~~underlying~~only JVwas ~~with~~the ~~LAC~~mineralized iszone ansomewhat ~~earn-in~~thicker ~~agreement~~as ~~and~~reported asfrom acore, ~~result~~but ofthe ~~previous~~grade ~~qualifying~~was ~~expenditures~~much byhigher. ~~Timberline,~~The ~~AGEI~~literature and ~~previous~~anecdotal ~~owners,~~reports ~~Timberline~~from ~~currently~~Nevada ~~controls~~commonly ~~76.1~~cite differences between RC and core samples of 10 – 20%. ~~ownership~~After canvasing other experienced Nevada geologists, we also heard reports of ~~the~~more ~~project~~extreme ~~after~~discrepancies ~~2018-2020~~of ~~expenditures~~75 – 100%. ~~LAC’s~~Such ~~parent~~differences ~~company,~~are ~~Barrick,~~generally isascribed ~~now~~to the ~~operator~~possibility ofthat ~~Nevada~~high ~~Gold~~rates ~~Mines~~of ~~(NGM),~~groundwater inflow to a ~~Nevada~~drillhole ~~joint~~could ~~venture~~wash ~~between~~away ~~Barrick~~very fine-grained gold-bearing phases such as sooty pyrite and/or ~~Newmont~~clay minerals. ~~NGM~~These ~~operates~~fine ~~the~~mineral ~~nearby~~phases ~~Fortitude/Phoenix~~can ~~Complex~~be very gold-rich. Some RC rigs are forced to change bits in wet drilling conditions, and ~~Lone~~it's ~~Tree~~accepted ~~Mines~~by many industry experts that tri-cone bits suffer greater sample loss and contamination than hammer bits. ~~Terms~~In ofthis case, the ~~continued~~results ~~earn-in~~from ~~are~~drill ascore ~~follows:~~were markedly different from the RC results:

· No mandatory work commitments are included; · As operator, Timberline proposes work budgets with a 30-day option for pro-rata participation by LAC; · If LAC chooses to not participate, ownership dilutes on a pro-rata basis (based on $300,000 earn-in for 60% of the project); and · If diluted project equity reaches 10% or less, LAC converts to a 2% NSR royalty.

	·	BHSE-205 (RC): 36.6m at 1.06 g/t gold
	·	BHSE-220C (core): 44.2m at 4.1 g/t gold

OnIt ~~November~~is ~~28,~~important ~~2018~~to note that the ~~Company~~discrepancy ~~announced~~between ~~completion~~sampling ofresults aby NIRC ~~43-101~~and ~~Technical~~core ~~Report~~drilling onis ~~the~~not ~~Paiute~~always ~~copper~~so extreme. Additional work during 2022 suggests that core drilling generally yields higher grade-thickness of gold, ~~project.~~but ~~The~~this ~~report~~is ~~provides~~sometimes abecause ~~comprehensive~~the ~~description~~core drilling appears to more accurately reflect true thickness of the ~~project~~mineralized zones. The ~~Paiute~~comparisons ~~Project~~of ~~has~~gold nograde ~~known~~between ~~reserves,~~the astwo ~~defined~~methods ~~under~~may ~~Regulation~~be ~~S-K~~very ~~Subpart~~similar. ~~1300,~~See ~~and~~below in the ~~proposed~~review of the 2022 exploration program for ~~the~~more ~~property~~discussion isand ~~exploratory~~additional ~~in nature~~graphics.

~~Exploration~~45 ~~and~~Table ~~Mining~~of ~~History~~Contents

~~Battle~~Figure 17. Lookout Mountain Gold ~~Company~~Resource Area and ~~its~~Graben ~~predecessors~~Zone ~~held~~with ~~the~~Major ~~Paiute~~Faults, ~~property~~IP ~~through~~anomalies, ~~the early 1990s~~ and ~~drilled~~2021 ~~nine~~Drill RCHoles ~~holes within the current claim block. A best intercept of 100 feet (30.5 m) with 925 ppb gold was noted~~ in ~~their~~Target ~~drilling.~~Areas

~~LAC~~46 ~~re-located~~Table the claims in late 1992 and conducted basic field work in 1993 that included geologic mapping, rock and soil sampling, and ground magnetics. In late 1994 they completed a nine-hole RC drilling program to test the main soil anomalies on the property. One drill hole reported 20 feet (6.1 m) of ~~0.038 opt (1.18 g/t) gold from 20 to 40 feet (6.1 - 12.2 m) that was associated with a narrow vein-like structure in the Harmony Formation.~~ Contents

~~Pathfinder~~Figure ~~Exploration joint ventured the property from LAC in early 1995 and completed infill mapping and sampling and target definition~~18. ~~First~~Long ~~pass~~Section drilling intersected a 200 feet (61m) zone of 411 ppb gold in drill hole ICBM-95-1 within a quartz-actinolite-sulfide veined granodiorite stock or sill. Follow-up RC drilling by Pathfinder in 1996 was highlighted by hole 96-5 which intersected sericitized, chloritized, amphibole-rich monzonite/granodiorite porphyry with secondary biotite from ~~450-490~~Lookout ~~feet~~Mountain ~~(137.1~~Resource –through ~~179.8m).~~Water ~~Mineralization~~Well ~~within the last 15.1 feet (4.6 m) of the hole averaged 0.035 opt Au (1.24 g/t) and was accompanied by increased silicification and sulfides (chalcopyrite, pyrite, arsenopyrite).~~Zone

~~Petrographic~~Table ~~work~~5. bySummary ~~Larson~~of ~~(1996)~~Drillhole ~~identified~~Intercepts ~~silicified,~~in ~~sulfidic~~the ~~(pyrite,~~Water ~~chalcopyrite),~~Well ~~quartz/calcite~~Zone ~~veined quartz monzonite porphyry, Cambrian sandstone/quartzite~~ (~~Harmony~~2015 ~~Formation)~~- ~~and diabase lithologies, along with a skarn dominant monzonite or granodiorite porphyry with “significant percentages of pyrite, chalcopyrite, and chalcocite”.~~ 2021)

47 Table of Contents

Drill Hole	From (meters)	To (meters)	Length (meters)⁽¹⁾	Gold (g/t) ⁽²⁾	Au GT *(grammeters)**
BHSE-152	312.4	317.0	4.57 (at TD)	4.72	22
BHSE-171	301.8	327.7	25.9	2.54	66
including	301.8	318.5	16.8	3.41	57
including	310.9	317.0	6.1	5.46	33
BHSE-172	272.8	321.7	48.9	3.26	159
including	274.3	274.5	0.2	4.88	1
BHSE-173	285.0	304.8	19.8	2.29	45
including	289.6	298.7	9.1	2.91	27
BHSE-187	266.7	292.6	25.9	2.18	56
including	266.7	274.3	7.6	4.49	34
BHSE-193	248.4	268.2	19.8	1.38	27
including	248.4	253.0	4.6	2.10	10
BHSE-194	301.8	312.5	10.7	2.36	25
including	301.8	306.4	4.6	3.20	15
BHSE-195	259.1	272.8	13.7	2.02	28
including	269.8	272.8	3.1	4.56	14
BHSE-198	219.5	242.4	22.9	1.11	25

~~Geology~~47 Table of ~~the Paiute Project Area~~Contents

In the Paiute Project area, the Dewitt Thrust Fault places Ordovician Valmy Formation cherts and shales on top of Cambrian Harmony Formation quartz- and feldspathic-sandstones and shales, which are locally calcareous. The Harmony Formation is intruded by seven Cretaceous to Tertiary age granitic to granodioritic intrusives. An older Devonian or Ordovician diabase intrusive is exposed in the southwest part of the project and surrounding area.

BHSE-204	161.5	167.6	6.1	2.85	17
including	161.5	164.6	3.1	4.88	15
BHSE-205	138.7	175.3	36.6	1.06	39
BHSE-209	324.6	333.7	9.1	1.21	11
including	326.1	330.7	4.6	2.07	10
BHSE-210C	255.1	264.2	9.1	1.34	12
including	255.1	261.2	6.1	1.86	11
BHSE-211C	229.2	239.9	10.7	2.96	32
including	229.2	232.3	3.1	6.26	19
BHSE-212C	316.1	357.2	41.1	5.03	207
including	317.6	345.0	27.4	7.30	200
including	317.6	337.4	19.8	9.49	188
including	317.6	323.7	6.1	16.90	103
including	328.3	335.9	7.6	8.03	61
BHSE-220C	140.8	185.0	44.2	4.10	181
including	140.8	163.7	22.9	6.24	143
including	151.5	163.7	12.2	9.18	112
(1) Drill thickness – True widths of drill intercepts have not been determined
(2) g/t: grams/tonne

AtWhile ~~Paiute~~exploration at Eureka during 2021 focused on the Lookout Trend and nearby WWZ, the ~~granitic~~team also returned to ~~granodiorites~~the ~~intrusives~~Oswego ~~occur~~target as(approximately ~~high-level~~1 ~~plugs,~~kilometer ~~stocks,~~east ~~dikes~~– See Figures 12 and ~~sills.~~13) ~~Thermal~~during ~~metamorphism~~the ~~associated~~fourth ~~with~~quarter of the ~~intrusions~~year. ~~produced~~Timberline ~~hornfels~~geologists collected 67 rock samples from a systematic chip, ~~quartzite~~channel, and ~~skarn~~trenching incampaign at the ~~Harmony~~Oswego ~~Formation~~gold ~~sediments~~occurrence (Figure 19). ~~Hydrothermal~~The ~~alteration~~sampling ~~associated~~extended ~~with~~along ~~the~~a ~~intrusions~~65-metre ~~consists~~exposed offault ~~argillization~~scarp, ~~silicification,~~where ~~quartz~~historical ~~veining/stockwork~~grab ~~that~~sample isresults ~~accompanied~~had byindicated ~~zones~~the presence of ~~hydrous~~high-grade ~~iron~~gold. ~~oxides~~The mapping and sampling in the area identified the Trench Fault as ~~fracture~~a ~~fillings,~~splay ~~disseminations,~~of ~~and~~the ~~occasional~~Dugout ~~gossans~~Tunnel Fault. ~~Chlorite~~The ~~and~~fault ~~actinolite~~zone ~~occur~~hosts ~~locally~~an ~~within~~outcrop ~~quartz~~of ~~veins~~oxidized and ~~may~~pervasively ~~represent~~silicified ~~retrograde~~rocks ~~metamorphism.~~that ~~Quartz~~is ~~veining~~up ~~occurs~~to ~~throughout~~10 ~~the~~meters ~~project~~high ~~area~~ and ~~increases~~stretches for more than 60 meters in ~~intensity~~a ~~within~~northwesterly direction. The results of the ~~alteration~~channel ~~zones.~~and trench samples were very positive and are summarized in Table 6.

ATable ~~series~~6. ofSummary ~~echelon structures and sub-parallel faults define a strong N 10-20° E - striking structural zone through the central part~~ of ~~the~~Oswego ~~property~~Channel ~~that~~Sample ~~extends~~Gold ~~approximately~~Assay ~~16,500~~Results ~~feet~~(No incutoff ~~length~~grade and up to 1,500 feet in width. This fault zone is well defined by field mapping and is the dominant northeast trending feature. Secondary northwest and north striking faults cut the northeast-striking structures. Locally, the structures are occupied by granodiorite porphyry dikes. The structures are typically altered and mineralized. applied)

Previous explorers of the Paiute Project have collected 1,283 soil samples and 301 rock samples in the area and analyzed many of them for 14 elements. Copper, gold, arsenic and bismuth trace element anomalies in soils and rocks occur along the N10-20°E structural zone. A north-northwesterly (N20°W)-trending zone of elevated copper and gold occurs where increased fracturing and actinolitic alteration of the rocks is spatially associated with intrusives near Pathfinder drill-hole 96-5.

Sample Set	No. Samples³	Meters	Estimated True Thickness (m)	Au (g/t)	Oxide/ Sulfide¹
North Trench	9	13.7	8.22	1.68	Oxide
including	1	1.5	0.9	9.05	Oxide
Central Trench	7	10.7	10.7	3.63	Oxide
including	4	6.1	6.1	6.25	Oxide
South Trench	7	10.7	10.7	2.41	Oxide
including	3	4.6	6.1	3.77	Oxide
North Channel	17	25.9	Unknown	14.42	Oxide
including	5	7.6		23.16	Oxide
²Gap Sample	1	1.5		9.88	Oxide
Gap Sample	1	1.5		6.01	Oxide
South Channel	18	27.4		12.02	Oxide
Notes: ¹ 57 of 67 samples were re-analyzed for gold by cyanide leach (method Au-AA13). Average estimated gold recovery by cyanide leach was 93% when compared to fire assay AA or gravimetric finish. ² Due to limited access for safety considerations, only two samples were collectable in a 12m gap between the North and South Channel samples. ³ Six additional surface outcrop samples west of the South Channel returned no significant gold

~~Garwin~~48 ~~(2014)~~Table ~~described the major styles~~ of mineralization in the Paiute area as calc-alkaline, porphyry copper-gold, and gold-bearing structurally controlled vein systems. The main gold mineralized zone on the property is coincident with the N10-20°E structural zone. Contents

~~Where~~Figure ~~the rock is not oxidized, fresh disseminated and vein pyrite is pervasive throughout the project area~~19. ~~Pyrite~~Geologic isMap ~~the~~of ~~most abundant sulfide and occurs within~~ the ~~bleached~~Oswego ~~zones~~Gold ~~coincident~~Occurrence with ~~alteration~~Channel ~~and~~Sample ~~structural~~Locations ~~zones. Pyrrhotite is nearly as abundant as pyrite~~ and ~~occurs both within and adjacent to alteration and structural zones. Arsenopyrite appears to be closely related to alteration and occurs only within the alteration zones.~~ Results

~~2018-2019~~49 ~~Timberline~~Table ~~Exploration~~of Contents

~~Exploration~~The ~~expenditures~~strong ~~for~~results FYfrom ~~2018~~surface ~~were~~sampling ~~limited~~at toOswego ~~geological~~came ~~field~~just ~~reviews,~~in ~~rock~~time ~~grab sampling and assays~~ to ~~characterize~~allow ~~surface~~adjustments ~~mineral showings. In addition, an application was submitted~~ to the ~~BLM,~~2021 ~~with~~drill ~~receipt~~program ~~thereafter,~~such ofthat aneight ~~approved~~RC ~~Notice~~holes oftotaling ~~Intent~~767 ~~(NOI)~~meters tocould ~~allow~~be ~~disturbance~~drilled ~~related~~there. toSeveral ~~construction~~ of the drill ~~roads~~holes ~~and~~at ~~pads.~~Oswego ~~The~~encountered ~~BLM~~significant ~~approved~~near-surface ~~the~~gold ~~application~~mineralization, ~~and~~much ~~the~~of ~~property~~which isappears ~~fully~~to ~~permitted~~be ~~for~~oxidized ~~road~~(See ~~construction~~Figure ~~and drilling~~19). ~~Work~~The ~~during~~most ~~FY2019~~significant ~~included~~new ~~continued~~gold ~~data~~intercepts ~~compilation~~from ~~and~~these ~~review~~holes ~~in preparation for drilling planned for FY2020.~~included:

~~Paiute~~· ~~Project~~35.1m ~~Activity~~at ~~during~~2.32 ~~Fiscal~~g/t ~~Year~~gold ~~2020:~~(oxide) from 6.1m depth in BHSE-213, including 19.8m at 3.93 g/t gold from 7.6m depth; · 13.7m at 1.31 g/t gold from 3.0m depth in BHSE-215, including 6.1m at 2.49 g/t gold from 9.1m depth; and · 9.1m at 1.72 g/t gold from surface and 12.2m at 1.22 g/t gold from 15.2m depth in BHSE-214.

~~Drilling~~The strong gold endowment at ~~Paiute~~Oswego ~~was~~is ~~initiated~~considered inimportant ~~the~~as ~~1st~~Timberline’s ~~quarter~~geologists ofrecognize ~~FY2020,~~that ~~and~~the ~~with~~mineralized ~~assay~~fault ~~results~~is ~~announced~~associated onwith ~~January~~the ~~16,~~eastern ~~2020~~margin ~~for~~of ~~our~~the ~~first~~Graben ~~two~~Zone ~~drill~~(Figure ~~holes~~4). ~~Drilling~~The ~~intercepted~~fact ~~long~~that ~~intervals~~some of ~~disseminated~~the ~~gold~~ mineralization inis ~~granodiorite~~near-surface ~~porphyry~~ and ~~metamorphosed~~oxidized ~~sandstone~~is ~~(Figure~~also ~~15,~~potentially ~~Table~~important ~~6).~~for ~~Both~~future RCdevelopment ~~holes~~plans ~~were~~on ~~terminated~~the inproject. ~~hard~~However, ~~silicified~~the Oswego mineralization has also been shown to be tightly structurally controlled and ~~mineralized~~(so ~~rock~~far) difficult to follow to depth or along strike.

~~Hole~~Exploration ~~PCRC~~by ~~19-01~~Timberline ~~intercepted~~Resources ~~125 feet (38 m) grading 0.012 opt (0.36 g/t) gold with associated pyrrhotite-pyrite-arsenopyrite~~ in silicified, metamorphosed arkosic sandstone. The hole bottomed in 160 ft (49 m) of silicified granodiorite porphyry. The previously identified 2 km-long gold “Lone Tree-type” structural zone remains largely untested below the 500 feet (152m) depth of historic drilling and is entirely untested over an interval of approximately 500 meters along the trend of the zone. The structural zone includes surface rock chip samples which previously returned multiple values greater than 1.0 g/t of gold including two samples over 0.322 opt (10 g/t) gold and one sample with 1.38 opt (42.9 g/t) gold and 16.9 opt (527 g/t) silver (see Company news release dated May 24, 2018 at http://timberlineresources.co/press-releases). 2022

48The ~~Table~~success of ~~Contents~~the 2021 exploration drilling campaign significantly upgraded the WWZ due to repeated drill intercepts of thicker (> 15 meters) and higher grade (>3.0 g/t) gold mineralization. The 2022 drill campaign continued with a focus on the WWZ, but also included exploration holes farther north and south of the WWZ and at Oswego (see Figure 13). The program included 20 holes totaling 6,367 meters, approximately 65% of the footage was with diamond core as opposed to RC. Results for four of the core holes were reported in 2022 with highlights including (using a 0.3 g/t gold cutoff grade):

~~Table~~· 6BHSE-223C: 39.0m ~~2019~~at ~~Drill~~1.71 ~~Hole~~g/t ~~Assay~~gold ~~Results~~from 259.7m depth, including

Drill Hole	From (feet)	To (feet)	Interval (feet)	From (meters)	To (meters)	Interval (meters)	Au (g/t)	Ag (g/t)	As (ppm)	Ba (ppm)	S (%)
PCRC19-01	295	420	125	89.9	128.0	38.1	0.356	0.4	673	266	1.5
including:	340	420	80	103.6	128.0	24.4	0.442	0.5	968	185	1.9
PCRC19-02	0	710 (TD)	710	0.0	216.4	216.4	0.271	0.5	72	849	0.3
including:	0	40	40	0.0	12.2	12.2	0.606	0.9	292	648	0.0
	110	140	30	33.5	42.7	9.1	0.488	0.5	43	872	0.1
	150	230	80	45.7	70.1	24.4	0.514	0.4	27	1123	0.2
	190	215	25	57.9	65.5	7.6	1.123	0.6	12	1280	0.2
	280	390	110	85.3	118.9	33.5	0.359	0.3	39	720	0.2
	490	500	10	149.4	152.4	3.0	0.511	0.1	30	1070	0.2
	525	545	20	160.0	166.1	6.1	0.340	0.2	20	598	0.3
	610	640	30	185.9	195.1	9.1	0.400	1.0	33	1023	0.8
	685	710	25	208.8	216.4	7.6	0.478	0.8	38	680	0.6
True thickness of drill intercepts is unknown. *TD: drill hole total depth

28.3m at 1.97 g/t gold from 259.7m depth, and including

~~PCRC~~· ~~19-02 twinned and deepened historical hole ICBM-95-06, which intercepted gold mineralization within highly silica-altered, sulfide-poor (trace – 1% pyrite) granodiorite porphyry~~5.9m ~~The~~at ~~hole intercepted multiple zones of gold mineralization in granodiorite porphyry and metamorphosed arkosic sandstone, including 40 ft (12 m) of 0~~3.~~020~~71 ~~opt (0.61~~ g/t) gold, 80from ~~ft (24 m) of 0~~259.~~016~~7m opt (0.51 g/t) gold, 25 ft (8 m) of 0.036 opt (1.12 g/t) gold, and 25 ft (8 m) of 0.025 opt (0.48 g/t) gold over its 710 feet (216 m) length and bottomed in mineralization. The mineralization in PCRC 19-02 expands on multiple intercepts in nearby historic holes (see Table 7). Management believes that the Paiute Project has the potential for bulk-mineable, open-pit gold mineralization based on the near surface thicknesses and gold grades drilled to date. depth;

~~During~~· ~~FY 2020 year the Company also acquired historical IP and magnetic geophysical survey data to further guide future drill targeting of the under~~BHSE-~~tested~~224C: ~~structural~~30.5m ~~zone~~at ~~and~~2.56 ~~largely~~g/t ~~un-tested porphyry~~ gold ~~targets~~from 317.6m depth, including

~~Timberline~~o ~~has~~18.4m ~~conducted~~at no3.80 ~~work~~g/t ongold ~~the~~from ~~Paiute~~317.6m ~~Project during fiscal years 2021 or 2022~~depth, ~~but all BLM~~ and ~~county claim fees have been paid in full.~~including

49· ~~Table~~3.35m ofat ~~Contents~~13.36 g/t gold from 331.3m depth;

~~Figure~~· 15BHSE-226C: 22. ~~Paiute~~8m ~~Project~~at ~~Geology~~4.29 ~~and~~grams ~~Primary~~per ~~Target~~tonne ~~Areas~~(g/t) gold from 339.9m depth, including

50o ~~Table~~7.6m ofat ~~Contents~~11.56 g/t gold from 342.9m depth;

~~Table~~· 7BHSE-230C: 3. ~~Summary~~1m ofat ~~Historic~~10.88 ~~Porphyry-Hosted~~g/t ~~Drilling~~gold ~~Gold~~from ~~Assay~~288.6m ~~Results~~depth;

Drill Hole	From (feet)	To (feet)	Interval (feet)	From (meters)	To (meters)	Interval (meters)	Au (g/t)
ICBM 95-1	260	295	35	79.2	89.9	10.7	0.831
	320	350	30	97.5	106.7	9.1	0.552
	385	460	75	117.3	140.2	22.9	0.462
ICBM 96-3	45	65		13.7	19.8	6.1	0.431
	345	370	25	105.2	112.8	7.6	0.497
	405	415	10	123.4	126.5	3.0	1.000
	480	580	100	146.3	176.8	30.5	0.962
ICBM 96-3C	221	246	25	67.4	75.0	7.6	0.626
	455	465	10	138.7	141.7	3.0	1.276
	475	505	30	144.8	153.9	9.1	0.609
	996	1001	5	303.6	305.1	1.5	3.655
ICBM 96-4	340	370	30	103.6	112.8	9.1	0.683
ICBM 96-5	90	100	10	27.4	30.5	3.0	0.741
	320	350	30	97.5	106.7	9.1	0.377
	575	590	15	175.3	179.8	4.6	1.501
3899	10	180	170	3.0	54.9	51.8	0.695
3632	0	100	100	0.0	30.5	30.5	0.945
	350	400	50	106.7	121.9	15.2	0.55
4062	30	60	30	9.1	18.3	9.1	0.460
	220	260	40	67.1	79.2	12.2	0.644
4006	95	145	50	29.0	44.2	15.2	0.483
	280	300	20	85.3	91.4	6.1	0.948
3206	210	280	70	64.0	85.3	21.3	0.493

Holes BHSE-221C, -238C, and -239C were released in 2023 and reported above (see “2023 Lookout Mountain Project gold Exploration”). Two holes in the southern part of the WWZ (BHSE-224C and -226C) encountered high grade (>3 g/t) gold and extended the WWZ another 75 meters farther south to a total of approximately 475m; the system remains open to the south and southeast.

~~Seven~~Drilling ~~Troughs~~at ~~Project~~the north end of the WWZ tested the northward extension of mineralization beyond hole BHSE-220C (drilled in the 2021 program) and exploration targets farther north in a younger Silurian-Ordovician terrane (Figure 4). Three of the holes in the northern part of the WWZ encountered significant gold mineralization, while two holes intersected notable silver-lead-zinc mineralization (Figures 12 and 18). Although the WWZ mineralization at the Dunderberg-Hamburg contact appears to be cut-off or down dropped by a major fault on the north, there are lesser intercepts in BHSE-236 and BHSE-239C indicating that Carlin-type gold mineralization does extend into the younger rocks north of the major Relay Zone fault.

~~During~~The ~~the~~silver-enriched ~~year~~intercepts ~~ended September 30, 2012, Timberline announced the acquisition~~ from ~~CIT Microprobe Holdings, LLC (California Institute of Technology) (“CIT”) of CIT’s interest in 3,900 acres (6.1 square miles) of patented and unpatented mining claims comprising~~ the ~~majority~~2022 ofdrillholes ~~the Seven Troughs gold mining district near Lovelock, Nevada. Our acquired interest is as lessee under the terms of a 50~~BhSE-~~year~~221C ~~lease, originally executed in 1975. Terms of the purchase agreement included a cash payment of $50,000~~ and a237C ~~2-percent~~were ~~NSR~~reported ~~production~~in ~~royalty~~2023 ~~reserved to CIT. While the Company is certain of its rights~~ and ~~obligations~~are ~~under~~discussed ~~the~~in ~~lease, the lessor’s identification has become somewhat clouded over the years due to passing of the early lessor principal to the agreement and~~ a ~~lack~~previous ofabove ~~full clarity as to all the eventual inheritors of the property~~section. We have met our obligations under the lease and have located and secured agreements with the heirs to acquire any of their residual rights. We are moving to have the agreements adjudicated appropriately. We have the option to purchase one-half of the NSR production royalty for $1 million.

~~Seven~~As ~~Troughs~~previously isdiscussed an(see ~~epithermal~~section ~~gold~~“2023 ~~district~~Lookout ~~recognized~~Mountain asProject ~~yielding~~Gold ~~some~~Exploration”) more than 200 m of ~~the~~strongly ~~highest~~enriched ~~gold~~silver ~~production~~(drillhole ~~grades~~BHSE-237C) in, ~~Nevada~~as ~~history~~previously ~~through~~reported ~~small~~hole BHSE-~~scale~~206C ~~operations~~(see inpress ~~the~~release ~~early~~dated ~~20th~~March ~~century~~24, 2022) with anomalous lead and zinc (up to 1% over narrow widths), and low levels of anomalous gold. WeThese ~~believe~~polymetallic zones are often associated with intrusive dikes of granitic composition. These characteristics are consistent with CRD type mineralization, and it is noteworthy that neither the ~~district~~known ~~has~~occurrences of intrusive rocks nor the ~~potential~~huge toIP ~~host~~anomaly ain ~~large~~the ~~precious~~underlying ~~metals~~graben ~~system~~have ~~similar~~been towell drilled. These are only the ~~high-grade~~first ~~gold~~holes ~~and~~into ~~silver~~a ~~veins~~new type of ~~Japan's~~target ~~world-renowned~~along ~~Hishikari~~the ~~epithermal~~Lookout ~~gold mine~~Trend.

WeThe ~~are~~Company ~~under~~is nocurrently ~~obligation~~awaiting tocollect ~~make~~age ~~exploration~~dates ~~expenditures~~on atintrusive ~~Seven~~rocks ~~Troughs.~~that ~~Since~~may ~~acquiring~~be ~~the~~associated ~~property,~~with ~~we have compiled historical mine workings data and completed limited geologic mapping, and geochemical sampling within~~ the ~~district~~silver mineralization. ~~The~~Elsewhere ~~Company~~in ~~conducted no significant work on~~ the ~~ground during fiscal years 2020~~district, ~~2021,~~similar orunits ~~2022, but all BLM and county claim fees~~ have been ~~paid~~determined into ~~full.~~be ~~During~~of ~~FY2022~~Cretaceous age, the ~~Company~~likely ~~entertained~~age ~~queries~~of ~~from outside parties about~~ the ~~project’s~~silver ~~availability~~deposits ~~and~~for ~~hosted~~which ~~visitors~~Eureka onbecame ~~site~~famous.

5150 Table of Contents

OnThe ~~April 26,~~ 2022, ~~the~~drilling ~~Company~~also ~~entered~~included ~~into~~three aholes ~~Memorandum~~at ofthe ~~Agreement~~Oswego ~~with~~target ~~Normandy~~where ~~Gold~~some ~~Limited~~drill ~~(“NDY”)~~success tohas ~~grant~~been ~~NDY~~had ~~a 12-month exclusive option to enter into an earn-~~in ~~joint venture agreement with~~ the ~~Company~~wake ~~regarding the Seven Troughs property. Subject to negotiation and execution~~ of ahigh-grade ~~definitive~~surface ~~agreement,~~gold ~~the~~sampling ~~option~~reported ~~may~~in ~~provide~~2021. ~~NDY~~At ~~with~~ the ~~opportunity~~time ~~to solely fund $5,000,000~~ of ~~exploration~~this ~~over~~Annual ~~6 years~~Report, ~~make~~assays ~~cash~~are ~~payments~~pending offor ~~$250,000~~these ~~and~~drill ~~issue~~holes ~~2,000,000~~(Figure ~~NDY shares to the Company to ultimately earn a 75% interest in the property~~4).

~~Earn~~The 2022 drilling of the WWZ successfully expanded the zone to a footprint of 475m north-Insouth ~~Period:~~and up to 125m east-west. The WWZ remains open to the south and downdip to the east. Based on a total of 23 drillholes completed through 2022 which have now passed through the section, the mineralized horizon averages 17.8m thick with an average gold grade of 2.97 g/t. There were several intervals within the WWZ footprint ranging from 3 to 41.1m thick in which the gold grade was higher than 4.5 g/t. The expanded footprint of the zone, if demonstrated to have continuity, has the potential to significantly grow the Lookout Mountain Resource.

ToA ~~earn~~further significant outcome of the 2022 drilling campaign was an ~~initial~~improved ~~51%~~understanding ~~interest~~of inthe structural geology of the ~~project~~WWZ. Timberline geologists identified a number of faults that were not previously known. In some cases, ~~NDY~~the ~~must~~faults ~~spend~~appear $2to control higher-grade,~~000~~ and in other cases,~~000~~ the faults have offset the host rocks and therefore appear to cut off the mineralization. The newly updated cross sections shown in ~~exploration~~Figures ~~expenditures~~12 and ~~make~~13 ~~cash~~reflect ~~payments~~the improved understanding of ~~$250~~the geology of the WWZ. The zone still appears to have good continuity,~~000,~~ as ~~follows:~~alteration and anomalous gold are consistently present at the key contact, but the controls on higher-grade gold are sometimes difficult to determine.

·As ~~$100,000~~drilling ofapproaches ~~committed~~the ~~expenditures~~major ~~within~~Relay fault zone to the ~~first~~north, 12the ~~months~~cross ~~from~~section ~~exercising~~through the ~~exclusive~~WWZ ~~option;~~shows ·a ~~$500,000~~high density of ~~expenditures~~faults (anblue ~~additional~~lines ~~$400,000~~on the section). ~~within~~There 24is ~~months~~an ~~from~~upthrown ~~exercising~~block ~~the~~that ~~exclusive~~is ~~option;~~bounded ·and ~~Payment~~cut toby several faults. The upthrown section hosts the ~~Company~~high-grade ofintercept ~~$100,000~~reported in ~~cash~~BHSE-220C atearly 24in ~~months~~2022, ~~from~~and ~~exercising~~ the ~~exclusive~~high-grades ~~option~~through orthat atinterval ~~such~~may ~~time~~be asrelated to the ~~Company~~presence ~~demonstrates~~of ~~receipt~~low-angle offaults. ~~full~~These ~~title~~faults inexplain ~~the~~why ~~Seven~~follow-up ~~Troughs~~drilling ~~claims~~in BHSE-221, ~~whichever~~BHSE-237, isand ~~later;~~BHSE-238 ·failed ~~$2,000,000~~to ofintersect ~~expenditures~~the ~~(an~~same ~~additional~~thickness ~~1,500,000)~~and ~~within~~quality 36of ~~months~~gold ~~from~~mineralization. ~~exercising~~The majority of the ~~exclusive~~faults ~~option;~~that ~~and~~cut ·the ~~Payment~~Dunderberg-Hamburg tocontact ~~the~~have ~~Company~~not ofbeen ~~$150~~drill tested,~~000~~ innor ~~cash~~have atthe 36deeper ~~months~~sections ~~from~~of ~~exercising~~that ~~the~~contact ~~exclusive~~to ~~option~~the east.

~~During~~Drillhole BHSE-212C located near the ~~Earn~~southern end of the WWZ has the best gold intercept yet drilled into the zone. Here, as in the northern part of the zone (near BHSE-In220C), ~~Period~~the drilling indicates that mineralization is more than 40m thick, ~~NDY~~including ~~will~~a behigh-grade interval near the ~~operator~~top of the ~~project~~zone ~~and~~spanning be19.8m ~~responsible~~that ~~for~~averaged ~~payment~~9.49 ofg/t ~~annual~~gold ~~federal~~(Figure 4). There are differences in the WWZ between north and ~~county~~south. ~~claim~~For ~~fees~~instance, the strong gold zone starts at only 140m below surface in the north, whereas the key horizon begins at greater depth in the south, 316m below surface. ~~NDY~~The ~~may~~Dunderberg-Hamburg ~~withdraw~~contact ~~from~~is the ~~Earn~~primary host throughout the WWZ, but increased drilling has revealed that the high-Ingrade ~~after~~interval ~~spending~~in ~~$100~~BHSE-212C is associated with a trough,~~000,~~ or iftopographic low, in the ~~transfer~~top of ~~claims~~the ~~ownership~~Hamburg. This is contrary to the ~~Company~~relative istopographic ~~not~~high ~~successfully~~in ~~completed~~the ~~within~~top 24of ~~months~~the ofHamburg ~~commencement~~exhibited ofin the ~~Earn-In Period~~north.

~~Joint~~During ~~Venture~~2022, ~~Period:~~Timberline drilled offsetting holes around BHSE-212C with varying results. BHSE-226C extended the zone to the south by 75m with an intercept of 22.8m averaging 4.29 g/t gold, whereas BHSE-230C encountered thinner, but still strong, mineralization to the north (8.7m at 2.01 g/t gold and 3.1m at 10.88 g/t gold). It is again apparent that the gold zone in the WWZ is consistent but variable. A contour map (Figure 20) of the total drillhole gold endowment strongly indicates that the gold distribution at the Lookout Mountain resource area and adjacent WWZ pinches and swells. The controls on the thicker and higher-grade sections are primarily related to faults.

~~Upon~~Another ~~completion~~important oflearning ~~the~~from ~~Earn-In~~Timberline’s ~~Period~~2022 drill program was that RC drilling can yield satisfactory results in the WWZ, ~~NDY~~but ~~will~~core ~~hold~~drilling ~~51%~~does ~~interest~~appear to return (at least somewhat) thicker and higher grade than RC over the same intervals. The Company ~~will~~has ~~have~~now conducted three such tests and the ~~option~~results ~~(for~~were not entirely consistent. During 2021, Timberline reported that a ~~period~~comparison ofbetween upRC hole BHSE-205 and core hole BHSE-220C resulted in much higher-grade gold assays over greater width by core when compared to 60the ~~business~~RC. ~~days)~~However, this year’s test compared two more core holes with RC holes, but the holes weren’t exactly twins due to ~~elect~~approximately 25m deviation by both RC holes. BHSE-223C (core) was drilled close to ~~fund~~BHSE-187 (RC); and ~~participate~~BHSE-224C (core) was drilled close to BHSE-209 (RC). As reported in a ~~Joint~~Company ~~Venture~~news onrelease ~~the~~dated ~~basis~~September 14, 2022, one of ~~its~~the ~~49%~~pairs ~~interest~~compared invery well, while the ~~project~~other comparison was markedly different.

IfFigure 21 shows the ~~Company~~2021 ~~elects~~test ~~not~~of toBHSE-205 ~~participate~~vs or220 ~~fails~~alongside the 2022 test of BHSE-187 vs 223. In the case of 205 vs. 220, the results show few similarities. The distribution of gold grade between the core and RC holes is quite different, particularly with respect to ~~provide~~the ~~such~~central ~~notice~~part ~~within~~of the ~~60-business~~interval ~~day~~that ~~period~~was consistently high grade in the core hole. In fact, ~~NDY~~the ~~can~~RC ~~earn~~samples andid ~~additional~~not ~~24%~~return ~~interest~~any ~~(for~~+10 ag/t ~~total~~gold ~~interest~~assays. Whereas both the grade distribution and absolute gold assay values compare much better between BHSE-187 and 223. The richest part of ~~75%)~~the interval is near the top in both cases, but the ~~project~~RC samples yielded higher gold maxima in the assays. The Timberline technical team has concluded that RC drilling can be effective at WWZ, so long as the drill has sufficient compressor capacity and is operated by: an experienced team.

	·	spending $3,000,000 in exploration expenditures within three years from commencement of the joint venture, and
	·	Issuing the Company 2,000,000 common shares in the stock of NDY.

Table of Contents

~~The~~Figure ~~Company~~20. Lookout ~~received~~Mountain ~~$50,000~~Resource ~~of the initial cash payment in May 2022~~ and ~~recorded~~WWZ itDrillhole asGold aGrade-Thickness ~~reduction~~(oz/ton tox ~~mineral~~feet) ~~rights~~Map ~~during that period.~~

~~New~~52 ~~York~~Table ~~Canyon:~~of Contents

OnFigure ~~August 23, 2022, the Company purchased one patented mining claim, comprising of a total of 13~~21.77 Comparison ~~acres commonly known as the South Wales #1 patent within the New York Canyon claim block, from Newmont Capital Limited for a total~~ of ~~$41,310.~~RC Invs ~~conjunction~~Core ~~with~~Drilling ~~this~~Tests ~~purchase,~~at ~~the Company granted a 1.5% net smelter return royalty to the seller.~~ WWZ

OnHistoric ~~September~~Exploration: ~~28,~~2005 2022, the Company purchased five patented mining claims, comprising of a total of 28.82 acres commonly known as the Tiger Lilly, Eureka Giant, Southern Cross, Maria and Best & Belcher patents with and near the New York Canyon claim block, from the University of Nevada, Reno Foundation for a total of $86,460. In conjunction with this purchase, the Company granted a 1.5% net smelter return royalty to ~~the~~2010 ~~seller.~~(Staccato ~~Two of the patented claims are not within the New York Canyon claim block, but will be included with this designation on the Company’s claims record references.~~Gold)

~~During~~Staccato ~~the~~Gold ~~fourth~~(“Staccato”) ~~quarter~~advanced exploration of ~~fiscal~~the ~~2022~~Eureka Project and ~~first~~completed ~~quarter~~drilling ofbetween ~~fiscal~~2005 ~~2023~~and 2007, ~~the~~and ~~Company~~in ~~purchased~~follow-up aninitiated ~~interest~~a incomprehensive ~~three~~work ~~patented~~program ~~claims~~in ~~within~~June ~~the~~2008 ~~New~~which ~~York~~included ~~Canyon~~geologic ~~claim~~modeling ~~block,~~of ~~from~~all ~~private~~drilling ~~parties~~results. InThis ~~conjunction~~modeling ~~with~~included ~~the~~structural ~~purchase,~~and ~~the~~stratigraphic ~~Company~~controls ~~granted a 0.5% net smelter return royalty~~ to ~~the~~mineralization, ~~sellers.~~additional ~~The~~density ~~combined~~determinations, ~~purchase~~and ~~price~~new ~~will~~drilling beand ~~capitalized~~metallurgical intest ~~the~~data. ~~first~~Results ~~quarter~~ of ~~fiscal~~this ~~2023~~work aswere aincorporated ~~mineral~~into ~~property~~subsequent onexploration ~~the~~work ~~Company’s~~completed ~~balance~~since ~~sheet~~2008.

52From ~~Table~~2005 to 2007, core drilling programs at Lookout Mountain completed by Staccato Gold provided data to better define stratigraphy in the higher-grade breccia-hosted gold zones at the Lookout Mountain pit and discovered new areas of ~~Contents~~mineralization. The core drilling program demonstrated the stratabound nature of gold mineralization in thick zones of collapse breccia within the Ratto Ridge structural zone. Former Timberline director, David Mathewson, was a consulting geologist for Staccato during this period, leading much of the core logging and development of the geological model at Lookout Mountain. Metallurgical and other technical characteristics of known mineralization were also investigated at Lookout Mountain.

~~Wolfpack~~An ~~Gold~~exploration ~~Properties~~Plan of Operations was prepared by Staccato and was approved in 2009 by the BLM and the State of Nevada Department of Environmental Protection (“NDEP”) for the Lookout Mountain Trend. The Plan of Operations called for approximately 266 acres of disturbance that can be accessed for use in a phased approach and covers the entire structural corridor. The Plan of Operations allowed ground disturbance to complete additional infill, metallurgical, and exploration drilling necessary to advance the development of the Lookout Mountain Deposit and other targets along the trend.

~~With~~53 ~~the~~Table ~~acquisition~~ of Wolfpack Gold (“WPG”), we acquired nine mineral properties in Nevada and one in California. We conducted a due diligence review on each property, including organization of the historical data and review of exploration work completed to-date. As of September 30, 2022, only claims on one property (Trail) have been retained, as they are contiguous with our Eureka project. Contents

In ~~2017~~October 2009, weStaccato ~~sold~~also ~~our~~initiated ~~property~~work at the Windfall Target including detailed mapping and ~~royalty~~sampling ~~interests~~programs inand ~~various~~completed ~~unpatented~~a ~~claims~~ten-hole ~~that~~drill ~~were~~program ~~under~~totaling ~~lease~~8,030 tofeet ~~Pershing~~(2,448 ~~Gold~~m). InThe ~~addition,~~drilling weprogram ~~sold~~focused ~~various~~on ~~other~~testing ~~royalty~~the ~~interests~~extent ~~that~~of ~~WPG~~gold ~~had~~mineralization ~~retained~~below ~~through~~the ~~previous~~Windfall ~~transactions~~and inRustler ~~four~~open ~~other~~pits, ~~properties~~located approximately 3 miles northeast of the main Lookout Mountain mineralized area.

~~Overview~~Results from the surface mapping program, review of ~~Regulatory~~historical production and geologic maps, ~~Economic~~and drilling indicated that high-grade gold is locally controlled within cross structures cutting the main Windfall fault zone, at the contact between the Hamburg Dolomite and ~~Environmental~~Dunderberg ~~Issues~~Shale. The 2009 drill program tested approximately 3,600 feet (1,097 m) of strike length of the Windfall fault zone with wide spaced drilling. The Windfall fault zone is part of an extensive mineralized structural trend which extends for over 17,000 feet (5,182 m) based on historical data.

~~Hard~~All ~~rock~~holes ~~mining~~ in the ~~United~~2009 ~~States~~exploration isprogram aencountered ~~closely~~thick ~~regulated~~intercepts ~~industrial~~of ~~activity.~~low-grade ~~Mining~~gold ~~operations~~(holes ~~are~~5–12) ~~subject~~or toanomalous ~~review~~gold ~~and~~mineralization ~~approval~~(holes by13 aand ~~wide~~14) ~~variety~~within ~~of agencies at~~ the ~~federal,~~Windfall ~~state,~~fault ~~and local level~~zone. ~~Each level of government requires applications for permits to conduct operations.~~ The ~~approval~~offset ~~process always involves consideration of many issues including but not limited to air pollution, water use~~ and ~~discharge,~~exploration ~~noise~~holes ~~issues,~~as ~~and~~drilled ~~wildlife~~define ~~impacts. Mining operations involve preparation of environmental impact studies that examine~~ the ~~probable~~Windfall ~~effect~~Fault ofas ~~the~~a ~~proposed~~150 ~~site~~to ~~development.~~200-foot ~~Federal~~(46 ~~agencies~~– ~~that~~61 ~~may~~m) bewide ~~involved~~zone ~~include:~~striking ~~the~~roughly ~~USFS,~~north-to-south ~~BLM, EPA, NIOSH, MSHA,~~ and ~~FWS.~~dipping ~~Individual~~approximately ~~states~~60 ~~also~~degrees ~~have~~to ~~various~~the ~~environmental regulatory bodies~~east, ~~such~~containing astwo ~~Departments~~or ofmore ~~Ecology~~significant ~~and~~zones ~~Departments~~ of ~~Environmental Quality~~mineralization. ~~Local authorities, usually counties, also have control over mining activity.~~

~~Gold,~~Five ~~silver,~~of ~~and~~the ~~copper~~ten ~~are~~holes ~~mined~~were indrilled aas ~~wide~~offsets ~~variety~~to offollow ~~ways,~~up ~~both~~on the high-grade gold intercept drilled in ~~open~~hole ~~pit~~4, ~~and~~which ~~underground~~intersected ~~mines.~~75 ~~Open~~feet ~~pit~~(23 ~~mines~~m) ~~require~~at ~~the~~0.153 opt gold, ~~deposit~~and tofive beother ~~relatively~~holes ~~close~~were drilled to test the ~~surface~~strike and dip extent of the Windfall fault zone. ~~These~~Several ~~surface~~thick ~~mineable~~intercepts ~~deposits~~of ~~tend~~gold tomineralization bewere ~~lower~~returned, ~~grade~~including 135 feet (~~such~~41 asm) at 0.~~01-0.03~~011 opt gold) ~~and~~in ~~are~~hole ~~mined using large~~7, ~~costly~~135 ~~earth~~feet ~~moving~~(41 ~~equipment,~~m) ~~usually~~ at ~~very~~0.016 ~~high~~opt ~~tonnages~~gold ~~per~~in ~~day.~~hole ~~Modern~~8, ~~open~~115 ~~pit~~feet ~~mines~~(35 ~~are~~m) ~~typically~~at ~~very~~0.010 ~~large~~opt ~~excavations~~gold ~~that~~in ~~require~~hole ~~extensive engineering~~9, ~~planning,~~and ~~reclamation,~~100 ~~and~~feet ~~permitting~~(30.5m) at 0.018 opt gold in hole 11.

~~Some~~A ~~open~~secondary ~~pit~~hanging ~~operations~~wall ~~for~~structure ~~gold~~identified inby ~~which~~ the ~~ores~~mapping ~~have~~program ~~bene~~was ~~oxidized~~also ~~involve~~encountered ~~heap~~in ~~leaching~~drill asholes a7, ~~metallurgical~~8, ~~method~~11, toand ~~remove~~13 ~~the~~and ~~gold.~~is ~~Heap~~characterized ~~leaching~~by ~~involves~~strong ~~stacking~~silicification ~~the~~and ~~ore~~decalcification onof ~~pads~~Windfall ~~which~~Formation ~~are~~and ~~lined~~Dunderberg ~~with~~Shale anin ~~impenetrable under-surface, then sprinkling~~ the ~~ore~~hanging ~~with~~wall aside ~~weak~~of ~~cyanide solution to extract~~ the ~~gold.~~fault, ~~The~~with ~~gold-impregnated~~Dunderberg ~~solution~~Shale ~~is collected~~ and ~~the~~Hamburg ~~gold~~Dolomite ~~recovered~~on ~~through further processing. Most new gold discoveries contain ores that are not suitable for heap leach processing. Often this is because~~ the ~~gold~~footwall ~~is associated with sulfide minerals such as pyrite~~side. ~~Extensive~~Drilling ~~metallurgical~~indicates ~~testing~~a isdown ~~required~~ to ~~determine~~ the ~~optimum~~east ~~method~~offset ~~for~~of ~~treating~~the ~~such~~Dunderberg ~~ores,~~– ~~but~~Hamburg ~~sulfide~~contact. ~~ore~~This ~~deposits~~secondary ~~almost~~structure ~~always~~represents ~~require~~an ~~complex~~attractive ~~milling~~ and ~~processing~~untested ~~plants.~~target at depth.

~~Underground~~Historical ~~metal~~Exploration: ~~mines~~1970s ~~generally~~to involve higher-grade ore bodies. Less tonnage is mined underground, and generally the higher-grade ore is processed in a mill or other refining facility. An underground mine may have much less visual impact on the land, but the mine design is complex and requires intensive study and careful engineering.1990s

~~Gold~~On ~~processing~~the ~~plants~~Windfall, ~~often~~Hamburg ~~generate~~Ridge, ~~tailings~~and ~~(the~~New ~~residual~~York ~~material~~Canyon ~~left~~claim ~~behind~~groups, ~~after~~Bill ~~recovery~~Wilson of the ~~gold~~Idaho Mining Corp, then Windfall Venture, later Norse-~~bearing~~Windfall, ~~minerals)~~initiated reconnaissance mapping, soil and rock chip sampling, trenching, and drilling in the early 1970s. He noted that the original underground Windfall Mine, which ~~require~~was ~~permitted~~discovered in 1908 and ~~engineered~~produced ~~disposal~~approximately ~~facilities~~65,000 ortons ~~tailings~~of ~~ponds~~“invisible gold” mineralized rock grading 0.368 ~~Mines~~opt, ~~and~~was ~~processing~~a ~~plants~~Carlin-type ~~also~~sediment-hosted ~~often~~disseminated ~~require~~gold ~~extensive~~occurrence. ~~water~~Wilson’s ~~treatment~~work emphasized the east side of Hamburg Ridge and the Windfall Trend, ~~which~~where ~~again~~he ~~will~~drilled ~~necessitate~~conventional ~~extensive~~air ~~interaction~~rotary ~~with~~holes. The drill holes were generally from 50 to 250 feet deep. Six of Wilson’s original forty-three Z-holes intersected gold mineralization exceeding 0.02 opt gold. This success led to infill drilling and the ~~community~~development of the Windfall open pit mine in 1975, and ~~regulators~~soon ~~during~~thereafter, ~~permitting~~ the Rustler and Paroni open pit mines. Gold was extracted in a heap-leach operation from sanded and silicified dolomite and silicified shale.

~~Capital~~No ~~costs~~geologic ~~for~~maps ~~mine,~~exist ~~mill,~~from ~~and~~this ~~tailings~~period ~~pond~~other ~~construction~~than ~~can,~~a ~~depending~~few ~~upon~~maps ~~the~~compiled ~~size~~from ofUSGS ~~the~~work. ~~operation,~~Although ~~run~~many ~~into~~drill ~~the~~hole ~~hundreds~~location ofmaps ~~millions of dollars. These costs~~ are ~~factored~~archived ~~into~~in the ~~profitability~~files of aCentury ~~mining~~Gold ~~operation~~Corp., ~~Metal mining is sensitive to both cost considerations and to~~ the ~~value~~coordinates offor ~~the~~many ~~metal~~drill ~~produced.~~hole ~~Metals~~collars ~~prices~~ are ~~set~~not onavailable, avery ~~worldwide~~few ~~market~~collars ~~and~~ are ~~not~~visible ~~controlled~~in by the ~~operators~~field, ofand ~~the~~assay ~~mine.~~data ~~Changes~~from ininfill ~~currency~~drilling ~~values~~is orpoorly ~~exchange rates can also impact metals prices~~documented. ~~Changes in metals prices or operating costs can have a huge impact on the economic viability of a mining operation.~~

~~Environmental~~Table ~~protection and remediation are increasingly important parts of mineral economics~~5. ~~Estimated~~Summary ~~future costs~~ of ~~reclamation~~Historic orDrilling ~~restoration of mined land are based principally~~ on ~~legal~~Eureka and regulatory requirements. Reclamation of affected areas after mining operations may cost millions of dollars. Often governmental permitting agencies are requiring multi-million-dollar bonds from mining companies prior to granting mining permits, to ensure that reclamation takes place. All environmental mitigation tends to decrease profitability of the mining operation, but these expenses are recognized as a cost of doing business by modern mining and exploration companies. Project

Mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. We conduct our operations so as to protect the public health and environment and believe our operations follow applicable laws and regulations in all material respects. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

Company	No. Drill Holes	Period	Target Area
Norse-Windfall	63	1970s – 1980s	Hoosac/Windfall
Amselco	8	Mid-1980s
Tenneco	18	1989-1991
Pathfinder	18	1993
Pathfinder/Cambior	36	1995-1996
Amselco	296	1978-1985	Lookout Mountain
Windfall Group	20	1986
EFL Gold Company	10	1990
Barrick Gold	40	1992-1993
Echo Bay	70	1994-1995

5354 Table of Contents

~~Every~~Significant ~~mining~~exploration ~~activity~~on ~~has~~the anEureka ~~environmental~~property ~~impact.~~occurred Induring ~~order~~the ~~for~~drilling aprograms ~~proposed~~mounted ~~mining~~during ~~project~~the to1980s beand ~~granted~~1990s. ~~the~~The ~~required~~table ~~governmental~~below ~~permits,~~summarizes ~~mining~~historic ~~companies~~drilling ~~are~~by ~~required~~company, toera, ~~present~~and ~~proposed~~focus ~~plans~~of ~~for~~their ~~mitigating~~exploration. ~~this~~These ~~impact.~~data Inare ~~the~~compiled ~~United~~from ~~States,~~historic ~~where~~company ~~our~~reports ~~properties~~and, ~~are~~in ~~located~~many cases, nohave ~~mine~~been ~~can~~at ~~operate~~least ~~without~~partially ~~obtaining~~validated awith ~~number~~the presence of ~~permits~~drill cuttings or core in the Company’s inventory. These ~~permits~~drilling ~~address~~programs ~~the~~were ~~social~~conducted concurrent with and guided by geologic mapping, ~~economic~~geochemical rock and soil sampling programs, and ~~environmental~~air ~~impacts~~and ofground ~~the~~geophysics. ~~operation~~Geological mapping and ~~include~~geochemical ~~numerous~~programs ~~opportunities~~were ~~for~~very ~~public~~successful ~~involvement~~in discovering target areas characterized by permissive structures and ~~comment.~~traces of gold with arsenic, antimony, and mercury anomalies in soil and rock.

WeThe ~~intend~~methods toof ~~focus~~collection onand ~~exploration~~analyses of some historical soil and ~~discovery~~rock ofsamples ~~mineral~~were ~~resources.~~not Ifalways weavailable ~~are~~in ~~successful~~the data, ~~the~~but ~~ore~~it ~~bodies~~is ~~discovered~~likely ~~will~~that bethe ~~attractive~~samples towere ~~production~~collected, ~~companies~~documented, orprepared, weand ~~will~~analyzed ~~potentially~~to ~~bring~~ the ~~ore~~standards ~~bodies~~of toprofessional ~~production~~diligence ~~ourselves~~and analytical techniques applicable at the time. The ~~mining~~importance ~~industry,~~of ~~like~~a ~~agriculture,~~geochemical-geological isexploration aapproach ~~fundamental~~is ~~component~~evidenced ofby ~~modern~~the ~~industrial~~fact ~~society,~~that ~~and~~the ~~minerals~~drilling of ~~all~~many ~~sorts~~such ~~are~~anomalies ~~needed~~resulted toin ~~maintain~~significant ~~our~~indications ~~way~~ of ~~life~~disseminated gold mineralization. IfThe weWindfall, ~~are~~Rustler, ~~successful~~and inParoni ~~finding~~Deposits anon ~~economic~~the ~~ore~~Windfall ~~body,~~claims beand itthe ~~gold~~Lookout orMountain ~~silver,~~Deposit ~~sufficient~~were ~~value~~discovered isby ~~expected~~drilling tosoil beand ~~created~~rock toanomalies ~~reward~~in ~~our~~permissive ~~shareholders~~structural and ~~allow~~stratigraphic ~~for~~settings. ~~all~~Drill ~~production~~testing ~~and~~of ~~reclamation~~several ~~expenses~~geochemical toanomalies bein ~~paid~~permissive ~~ourselves~~geological orsettings byhas also resulted in the ~~actual~~discovery ~~producer~~of toseveral ~~whom~~additional wepromising ~~convey~~zones of gold mineralization on the Hamburg Ridge, ~~assign~~Windfall, orand ~~joint~~Lookout ~~venture~~Mountain ~~the~~claim ~~project~~groups. As yet, these zones have not been fully tested.

~~ITEM~~Amselco 3Exploration began exploring the Lookout Mountain project in 1978, conducting extensive geologic mapping, soil and rock sampling and an initial 15-hole reverse circulation (“RC”) drilling program which tested gold mineralization along the Ratto Ridge Fault and associated geochemical anomalies and jasperoids developed along the north-to-south trending Ratto Ridge. ~~LEGAL~~This ~~PROCEEDINGS~~drilling discovered significant sediment-hosted disseminated gold mineralization at depth. Amselco drilled 296 holes between 1978 and 1985, also discovering five areas of gold mineralization along Ratto Ridge which contain partially developed gold resources. These areas are located at South Lookout Mountain, Pinnacle Peak, Triple Junction, South Ratto Ridge, and South Adit. In 1986, while Amselco was in process of becoming BP Minerals, Amselco management optioned the Lookout Mountain Deposit to a joint venture of three companies, which then owned Norse-Windfall Mines.

WeIn ~~are~~1990, ~~not~~EFL aGold ~~party~~Mines took bulk samples from the floor of the Lookout Mountain pit. These samples returned assay values ranging from 0.10 to ~~any~~0.135 ~~material~~opt ~~pending~~gold. ~~legal~~EFL ~~proceedings~~also drilled nine holes, ~~and~~two noof ~~such~~which ~~proceedings~~penetrated ~~are~~500 ~~known~~feet to(152 bemeters) ~~contemplated~~into the floor of the pit, that showed both oxide and sulfide gold mineralization.

NoDuring ~~director~~the period 1992-1993, ~~officer~~Barrick Gold completed geologic mapping, ortook ~~affiliate~~more ofthan ~~Timberline~~500 soil samples to expand and nofill ~~owner~~in Amselco’s soil grid, and drilled 42 widely spaced holes, primarily along Ratto Ridge. Drilling targeted favorable stratigraphy at depth near fault intersections. Nevada Gold discovered that geochemical anomalies were apparently controlled by E-NE and N-NW to NW trending cross structures which intersect the north-to-south trending Ratto Ridge Fault. Much of ~~record~~the orNevada ~~beneficial~~Gold ~~owner~~work focused on the potential in Cambrian Dunderberg Shale and Hamburg Dolomite east of ~~more~~the ~~than~~Ratto 5Ridge Fault, and potential in the Devonian Nevada Group, especially the Bartine Limestone west of the fault.0% Outcrops of ~~our~~Bartine ~~securities~~Limestone orin ~~any~~the ~~associate~~area ofshow ~~any~~weak ~~such~~gold ~~director~~mineralization, ~~officer~~strong alteration, orand ~~security~~anomalous ~~holder~~pathfinder iselement ageochemistry. ~~party~~Nevada ~~adverse~~Gold todrilled ~~Timberline~~42 orholes ~~has~~to a ~~material~~maximum ~~interest~~depth ~~adverse~~of toapproximately ~~Timberline~~1,300 infeet ~~reference~~(400 tometers) ~~pending~~and ~~litigation.~~encountered several gold intercepts.

~~ITEM~~Work 4by Barrick Gold also included airborne and ground geophysics and a stratigraphic and geochemical study in conjunction with geologic mapping to develop and prioritize several target areas. ~~MINE~~Approximately ~~SAFETY~~800 ~~DISCLOSURES~~rock samples were collected and had high-quality multi-element analyses at MB Associates in California and Activation Laboratories in Canada. However, their work on the various geological and geochemical targets, or additional drilling in areas of known mineralization previously discovered by Amselco, apparently found insufficient mineralization to meet Barrick Gold’s objectives. It should be noted that the potential for mineralization west of the Ratto Ridge was not significantly explored during this period.

~~Pursuant~~Echo toBay ~~Section 1503~~(a1993-95) ofnot ~~the~~only ~~recently~~worked ~~enacted~~Ratto ~~Dodd-Frank~~Ridge ~~Wall~~but ~~Street~~also ~~Reform~~acquired ~~and~~additional ~~Consumer~~ground ~~Protection~~to ~~Act~~the ~~(The~~north, ~~“Dodd-Frank Act”)~~south, ~~issuers~~and ~~that~~southwest. ~~are~~They ~~operators~~conducted mapping, orsampling, ~~that~~and ~~have~~scattered adrilling ~~subsidiary~~in ~~that~~the ~~is an operator~~area, ofexploring adeep ~~coal~~high-grade orpotential ~~other mine~~ in the ~~United~~Cambrian ~~States~~Dunderberg ~~are~~Shale ~~required~~and toHamburg ~~disclose~~Dolomite, inand ~~their~~testing ~~periodic~~Devonian ~~reports~~Nevada ~~filed~~Group ~~with~~targets west of the ~~SEC~~Ratto ~~information~~Ridge ~~regarding~~Fault. ~~specified~~Echo ~~health~~Bay ~~and~~drilled ~~safety~~several ~~violations~~promising holes, ~~orders~~including ~~and~~drill ~~citations~~hole EBR 27, ~~related~~which ~~assessments~~intersected ~~and~~110 ~~legal~~feet ~~actions~~(34 m) grading 0.043 opt gold in the Dunderberg, and ~~mining~~drill hole EBR-~~related~~9 ~~fatalities~~which intersected 115 feet (35 m) grading 0.043 ~~During~~opt gold in the ~~fiscal~~Nevada ~~year~~Group. ~~ended~~Offsets ~~September~~of ~~30,~~EBR-9 ~~2022,~~found ~~our~~90 Ufeet grading 0.S.028 ~~exploration~~opt ~~properties~~gold, ~~were~~and ~~not~~another ~~subject~~hole, towhich ~~regulation~~was bylost ~~the~~before ~~Federal~~reaching ~~Mine~~planned ~~Safety~~depth, ~~and~~found ~~Health~~45 ~~Administration~~feet (~~“MSHA”~~14 m) ~~under~~of ~~the~~0.024 ~~Federal~~opt ~~Mine~~gold. ~~Safety~~Further offsets of EBR-9 and ~~Health~~several ~~Act~~widely ofspaced ~~1977~~holes averaging 1,000 feet (~~the~~305 ~~“Mine~~m) ~~Act”~~deep (EBR 15, 16, 17, 18, and 20). ~~The~~found ~~Company’s~~some ~~exploration~~anomalous ~~operations~~gold ~~received~~along Ratto Ridge but no ~~notices,~~major ~~citations~~intercepts. Eventually, orthe ~~orders~~Echo ~~during~~Bay project totaled 104 RC holes. Faced with depletion of budgets with no significant exploration success, the ~~year~~decline ~~pertaining~~in togold ~~health~~prices and ~~safety~~large ~~violations.~~land payments, Echo Bay decided to drop the property.

5455 Table of Contents

~~PART~~Paiute IIProject, an Immaterial Property:

~~ITEM~~The 5Paiute Project (formerly referred to as the ICBM Project) is located 6.5 ~~MARKET~~miles ~~FOR~~due ~~COMMON~~west ~~EQUITY~~of Battle Mountain, ~~RELATED~~in ~~STOCKHOLDER~~the ~~MATTERS~~Battle Mountain Mining District, ~~AND~~Lander ~~ISSUER~~and ~~PURCHASES~~Humboldt OFCounties, ~~EQUITY~~Nevada. ~~SECURITIES~~The property consists of 1,346 acres (2.1 square miles) on BLM-administered lands. Paiute is not a material project to the Company.

~~Market~~Timberline ~~Information~~originally acquired the project in 2010 through acquisition of Staccato Gold, who controlled the project as a non-core asset along with the flagship Eureka Project. Staccato controlled the project through an earn-in joint venture (JV) agreement with Lac Minerals (LAC) (the “Pathfinder – LAC Agreement”), a subsidiary of Barrick Gold. Timberline acted as operator of the project through November 2013 earning a 73.7% interest in the project, with LAC holding the remaining interest. The terms of the Pathfinder-LAC Agreement were as follows:

~~Our~~· ~~common~~No ~~stock~~mandatory iswork ~~quoted~~commitments onare ~~the~~included; ~~OTCQB~~· ~~under~~As ~~the~~operator, ~~trading~~Timberline ~~symbol~~proposes ~~“TLRS”.~~work ~~Our~~budgets ~~common~~with ~~stock~~a ~~also~~30-day ~~trades~~option onfor ~~the TSX~~pro-Vrata inparticipation ~~Canada~~by ~~under~~LAC; ~~the~~· ~~trading~~If ~~symbol~~LAC ~~“TBR”.~~chooses ~~Our~~to ~~common~~not ~~stock~~participate, ~~was~~ownership ~~listed~~dilutes ~~and traded~~ on ~~the~~a ~~NYSE~~pro-rata ~~MKT~~basis ~~exchange~~(based ~~under~~on ~~the trading symbol “TLR” until February 15~~$300,000 ~~2016~~earn-in ~~when~~for we60% ~~voluntarily~~of ~~de-listed from~~ the ~~NYSE~~project); ~~MKT~~ and ~~began~~· ~~trading~~If ondiluted ~~the~~project ~~OTCQB~~equity ~~market~~reaches on10% ~~February~~or 16less, ~~2016.~~LAC ~~The~~converts ~~high~~to ~~and~~a ~~low~~2% ~~sale~~NSR ~~prices for our common stock as quoted on the OTCQB and the TSX-V were as follows:~~royalty.

	OTCQB(US$)				TSX-V (CDN$)
Period(1)	High		Low		High		Low
2022
First Quarter	$	0.21	$	0.12	$	0.28	$	0.16
Second Quarter	$	0.29	$	0.13	$	0.36	$	0.17
Third Quarter	$	0.28	$	0.16	$	0.36	$	0.20
Fourth Quarter	$	0.20	$	0.11	$	0.26	$	0.14
2021
First Quarter	$	0.38	$	0.24	$	0.49	$	0.31
Second Quarter	$	0.38	$	0.20	$	0.49	$	0.24
Third Quarter	$	0.30	$	0.19	$	0.36	$	0.24
Fourth Quarter	$	0.25	$	0.14	$	0.32	$	0.18
2020
First Quarter	$	0.11	$	0.02	$	0.14	$	0.06
Second Quarter	$	0.08	$	0.04	$	0.10	$	0.06
Third Quarter	$	0.27	$	0.04	$	0.34	$	0.09
Fourth Quarter	$	0.38	$	0.18	$	0.44	$	0.33
_________
(1) Quarters indicate calendar year quarters.

Historical exploration demonstrated that gold mineralization is present on the property in styles of mineralization currently being mined elsewhere in the Battle Mountain district including at the Fortitude/Phoenix complex to the south and Lone Tree to the west. An analysis of historical data led to recognition that the property also has porphyry copper-gold characteristics similar to Newmont’s nearby historical Copper Basin mine.

~~The~~Although ~~quotations~~Timberline oncontrolled the ~~OTCQB~~project, ~~reflect~~as ~~inter~~a non-~~dealer~~core ~~prices~~asset ~~without~~no ~~retail~~exploration ~~mark-up~~was completed between 2010 and December, ~~mark~~2013. In December of 2013, Timberline and LAC entered into an agreement with Americas Gold Exploration, Inc. (AGEI) to continue exploration at the project. Under the terms of the agreement, AGEI could earn up to a 51% ownership position in the property and the joint venture by making certain exploration expenditures over a four-~~down~~year period. If AGEI earned an initial 51% interest, orLAC ~~commission~~agreed to withdraw from the Joint venture in exchange for a 5% Net Proceeds royalty and ~~may~~to amend the agreement allowing AGEI to increase its equity interest by 19% by making additional exploration expenditures with Timberline retaining the balance of ownership. AGEI also assumed the role as operator of the joint venture. AGEI did not ~~reflect~~materially ~~actual~~advance ~~transactions~~the property during its option period. The Pathfinder-LAC Agreement also expired during this period, and property ownership was split at 74.1% Timberline and 25.9% LAC in accordance with the earned-interests as of that date.

On ~~September~~August 3014, ~~2022~~2018, Timberline finalized the ~~closing~~re-acquisition ~~sale~~of ~~price~~a ~~for~~controlling ~~our~~interest ~~common~~in ~~stock~~the ~~was~~property ~~USD$0.11~~from onAGEI ~~the~~along ~~OTCQB~~with ~~and~~the ~~CDN$0.16~~contiguous onElder ~~September~~Creek ~~30,~~property ~~2022~~as onpart ~~the~~of ~~TSX~~a two-Vproperty acquisition from AGEI.

AsTimberline ofcontinued ~~December~~to ~~19,~~self-fund ~~2022,~~the weproject ~~had~~and ~~159~~as of 2018,~~678,710~~ ~~shares~~and under the terms of ~~common~~the ~~stock~~Joint ~~issued~~venture ~~and~~would ~~outstanding~~have ~~and~~earned ~~approximately~~a ~~590~~75.4% ~~registered~~interest ~~shareholders~~in the project. InLAC’s ~~many~~parent ~~cases~~company, ~~shares~~Barrick, ~~are~~is ~~registered~~now ~~through~~the ~~intermediaries~~operator of Nevada Gold Mines (NGM), ~~making~~a Nevada joint venture between Barrick and Newmont. NGM operates the ~~precise~~nearby ~~number~~Fortitude/Phoenix ofComplex ~~shareholders~~and ~~difficult~~Lone toTree ~~obtain~~Mines.

~~Dividend~~On ~~Policy~~November 28, 2018, the Company announced completion of a NI 43-101 Technical Report on the Paiute copper-gold project. The report provides a comprehensive description of the project. The Paiute Project has no known reserves, as defined under Regulation S-K Subpart 1300, and the proposed program for the property is exploratory in nature.

WeExploration ~~anticipate that we will retain any earnings to support operations~~ and toMining finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any further determination to pay cash dividends will be at the discretion of our board of directors and will be dependent on the financial condition, operating results, capital requirements, and other factors that our board deems relevant. We have never declared a dividend.History

~~Purchases~~Battle ofMountain ~~Equity~~Gold ~~Securities~~Company byand its predecessors held the ~~Issuer~~Paiute property through the early 1990s and ~~Affiliated~~drilled ~~Purchasers~~nine RC holes within the current claim block. A best intercept of 100 feet (30.5 m) with 925 ppb gold was noted in their drilling.

~~None~~LAC re-located the claims in late 1992 and conducted basic field work in 1993 that included geologic mapping, rock and soil sampling, and ground magnetics. In late 1994 they completed a nine-hole RC drilling program to test the main soil anomalies on the property. One drill hole reported 20 feet (6.1 m) of 0.038 opt (1.18 g/t) gold from 20 to 40 feet (6.1 - 12.2 m) that was associated with a narrow vein-like structure in the Harmony Formation.

55Pathfinder ~~Table~~Exploration joint ventured the property from LAC in early 1995 and completed infill mapping and sampling and target definition. First pass drilling intersected a 200 feet (61m) zone of ~~Contents~~411 ppb gold in drill hole ICBM-95-1 within a quartz-actinolite-sulfide veined granodiorite stock or sill. Follow-up RC drilling by Pathfinder in 1996 was highlighted by hole 96-5 which intersected sericitized, chloritized, amphibole-rich monzonite/granodiorite porphyry with secondary biotite from 450-490 feet (137.1 – 179.8m). Mineralization within the last 15.1 feet (4.6 m) of the hole averaged 0.035 opt Au (1.24 g/t) and was accompanied by increased silicification and sulfides (chalcopyrite, pyrite, arsenopyrite).

~~Stock~~56 ~~Incentive~~Table ~~Plans~~of Contents

~~The~~Petrographic ~~purpose~~work ~~of the Stock and Incentive Plan is to promote our interests and our Stockholders’ interests~~ by ~~aiding~~Larson us(1996) inidentified ~~attracting~~silicified, ~~and~~sulfidic ~~retaining employees~~(pyrite, ~~officers~~chalcopyrite), ~~consultants,~~quartz/calcite ~~advisors~~veined ~~and~~quartz ~~non-employee~~monzonite ~~directors capable of ensuring the future success of our Company. On September 24~~porphyry, ~~2015,~~Cambrian ~~our~~sandstone/quartzite ~~stockholders~~(Harmony ~~approved~~Formation) ~~the adoption of the Company’s 2015 Stock~~ and ~~Incentive~~diabase ~~Plan~~lithologies, inalong ~~which~~with ~~the~~a ~~Company’s~~skarn ~~executive~~dominant ~~officers~~monzonite ~~and~~or ~~directors~~granodiorite ~~are~~porphyry ~~participants.~~with ~~This~~“significant ~~plan~~percentages ~~replaced~~of ~~our~~pyrite, ~~2005 Stock Incentive Plan~~chalcopyrite, ~~as amended. The aggregate number of shares that may be issued under all stock-based awards made under the 2015 Stock~~ and ~~Incentive Plan was 4 million shares of our common stock~~chalcocite”.

OnGeology ~~December 1, 2018, shareholders approved the new 2018 Incentive Plan. The 2018 Incentive Plan replaced our 2015 Stock and Incentive Plan. Concurrent with the approval~~ of the ~~2018~~Paiute ~~Incentive~~Project ~~Plan, the 2015 Stock and Incentive Plan was withdrawn for the purposes of issuing new options or equity incentives. There were 8,000,000 Timberline shares issuable under the 2018 Incentive Plan.~~Area

OnIn ~~April~~the ~~14,~~Paiute ~~2021~~Project area, ~~shareholders~~the ~~approved~~Dewitt toThrust ~~amend~~Fault places Ordovician Valmy Formation cherts and ~~restate~~shales ~~the~~on ~~2018~~top ~~Incentive~~of ~~Plan.~~Cambrian ~~Under~~Harmony ~~the~~Formation ~~amended~~quartz- ~~plan~~and feldspathic-sandstones and shales, ~~the~~which ~~shares~~are ~~issuable~~locally ~~under~~calcareous. ~~the~~The ~~2018~~Harmony ~~Incentive~~Formation ~~Plan~~is ~~increased~~intruded by seven Cretaceous to ~~15,000,000~~Tertiary age granitic to granodioritic intrusives. An older Devonian or Ordovician diabase intrusive is exposed in the southwest part of the project and surrounding area.

~~Equity~~At ~~Compensation~~Paiute, ~~Plans~~the granitic to granodiorites intrusives occur as high-level plugs, stocks, dikes and sills. Thermal metamorphism associated with the intrusions produced hornfels, quartzite and skarn in the Harmony Formation sediments. Hydrothermal alteration associated with the intrusions consists of argillization, silicification, quartz veining/stockwork that is accompanied by zones of hydrous iron oxides as fracture fillings, disseminations, and occasional gossans. Chlorite and actinolite occur locally within quartz veins and may represent retrograde metamorphism. Quartz veining occurs throughout the project area and increases in intensity within the alteration zones.

~~The~~A ~~following~~series ~~summary~~of ~~information~~echelon isstructures ~~presented~~and assub-parallel faults define a strong N 10-20° E - striking structural zone through the central part of ~~September~~the 30property that extends approximately 16,500 ~~2022~~feet in length and up to 1,500 feet in width. This fault zone is well defined by field mapping and is the dominant northeast trending feature. Secondary northwest and north striking faults cut the northeast-striking structures. Locally, the structures are occupied by granodiorite porphyry dikes. The structures are typically altered and mineralized.

	Number of securities to beissued upon exercise ofoutstanding options,warrants, and rights(a)			Weighted-averageexercise price ofoutstanding options,warrants, and rights (b)		Number of securitiesremaining availablefor future issuanceunder equitycompensation plans (excluding securitiesreflected in column (a)) (c)
Equity compensation plans approved by security holders(1)		8,335,000	(1)	$	0.18		6,665,000
Equity compensation plans not approved by security holders	Not applicable			Not applicable		Not applicable
TOTAL		8,335,000	(1)	$	0.18		6,665,000

~~_________~~ Garwin (2014) described the major styles of mineralization in the Paiute area as calc-alkaline, porphyry copper-gold, and gold-bearing structurally controlled vein systems. The main gold mineralized zone on the property is coincident with the N10-20°E structural zone.

~~(1)~~Where ~~See~~the ~~“Stock~~rock ~~Incentive~~is ~~Plans~~not oxidized,” ~~above~~fresh disseminated and vein pyrite is pervasive throughout the project area. Pyrite is the most abundant sulfide and occurs within the bleached zones coincident with alteration and structural zones. Pyrrhotite is nearly as abundant as pyrite and occurs both within and adjacent to alteration and structural zones. Arsenopyrite appears to be closely related to alteration and occurs only within the alteration zones.

~~There~~2018-2019 ~~were~~Timberline ~~no options exercised during the years ended September 30, 2022 and September 30, 2021.~~ Exploration

~~Sale~~Exploration expenditures for FY 2018 were limited to geological field reviews, rock grab sampling and assays to characterize surface mineral showings. In addition, an application was submitted to the BLM, with receipt thereafter, of ~~Unregistered~~an ~~Securities~~approved Notice of Intent (NOI) to allow disturbance related to construction of drill roads and pads. The BLM approved the application and the property was fully permitted for road construction and drilling. Work during FY2019 included continued data compilation and review in preparation for drilling planned for FY2020.

~~All~~Paiute ~~unregistered~~Project ~~sales~~Activity ~~of equity securities~~ during ~~the~~Fiscal ~~period~~Year ~~covered by this Annual Report were previously disclosed in our current reports on Form 8-K and our Quarterly Reports on Form 10-Q.~~2020:

~~ITEM~~Drilling at Paiute was initiated in the 1st quarter of FY2020, and with assay results announced on January 16, 2020 for our first two drill holes. Drilling intercepted long intervals of disseminated gold mineralization in granodiorite porphyry and metamorphosed sandstone (Figure 15, Table 6). ~~SELECTED~~Both ~~FINANCIAL~~RC ~~DATA~~holes were terminated in hard, silicified and mineralized rock.

~~Not~~Hole ~~Applicable~~PCRC 19-01 intercepted 125 feet (38 m) grading 0.012 opt (0.36 g/t) gold with associated pyrrhotite-pyrite-arsenopyrite in silicified, metamorphosed arkosic sandstone. The hole bottomed in 160 ft (49 m) of silicified granodiorite porphyry. The previously identified 2 km-long gold “Lone Tree-type” structural zone remains largely untested below the 500 feet (152m) depth of historic drilling and is entirely untested over an interval of approximately 500 meters along the trend of the zone. The structural zone includes surface rock chip samples which previously returned multiple values greater than 1.0 g/t of gold including two samples over 0.322 opt (10 g/t) gold and one sample with 1.38 opt (42.9 g/t) gold and 16.9 opt (527 g/t) silver (see Company news release dated May 24, 2018 at http://timberlineresources.co/press-releases).

~~ITEM~~57 7.Table ~~MANAGEMENT'S~~of ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~Contents

~~You~~Table ~~should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this report~~6. ~~This~~2019 ~~discussion~~Drill ~~and~~Hole ~~analysis~~Assay contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors and Uncertainties” and elsewhere in this document. See “Cautionary Note Regarding Forward-Looking Statements” above. Results

56 Table of Contents

Drill Hole	From (feet)	To (feet)	Interval (feet)	From (meters)	To (meters)	Interval (meters)	Au (g/t)	Ag (g/t)	As (ppm)	Ba (ppm)	S (%)
PCRC19-01	295	420	125	89.9	128.0	38.1	0.356	0.4	673	266	1.5
including:	340	420	80	103.6	128.0	24.4	0.442	0.5	968	185	1.9
PCRC19-02	0	710 (TD)	710	0.0	216.4	216.4	0.271	0.5	72	849	0.3
including:	0	40	40	0.0	12.2	12.2	0.606	0.9	292	648	0.0
	110	140	30	33.5	42.7	9.1	0.488	0.5	43	872	0.1
	150	230	80	45.7	70.1	24.4	0.514	0.4	27	1123	0.2
	190	215	25	57.9	65.5	7.6	1.123	0.6	12	1280	0.2
	280	390	110	85.3	118.9	33.5	0.359	0.3	39	720	0.2
	490	500	10	149.4	152.4	3.0	0.511	0.1	30	1070	0.2
	525	545	20	160.0	166.1	6.1	0.340	0.2	20	598	0.3
	610	640	30	185.9	195.1	9.1	0.400	1.0	33	1023	0.8
	685	710	25	208.8	216.4	7.6	0.478	0.8	38	680	0.6
True thickness of drill intercepts is unknown. *TD: drill hole total depth

~~Overview~~PCRC 19-02 twinned and deepened historical hole ICBM-95-06, which intercepted gold mineralization within highly silica-altered, sulfide-poor (trace – 1% pyrite) granodiorite porphyry. The hole intercepted multiple zones of gold mineralization in granodiorite porphyry and metamorphosed arkosic sandstone, including 40 ft (12 m) of 0.020 opt (0.61 g/t) gold, 80 ft (24 m) of 0.016 opt (0.51 g/t) gold, 25 ft (8 m) of 0.036 opt (1.12 g/t) gold, and 25 ft (8 m) of 0.025 opt (0.48 g/t) gold over its 710 feet (216 m) length and bottomed in mineralization. The mineralization in PCRC 19-02 expands on multiple intercepts in nearby historic holes (see Table 7). Management believes that the Paiute Project has the potential for bulk-mineable, open-pit gold mineralization based on the near surface thicknesses and gold grades drilled to date.

WeDuring ~~are~~FY an2020 ~~exploration~~year ~~company,~~the ~~using~~Company ~~tried~~also ~~and~~acquired ~~proven~~historical ~~methods~~IP ~~to search for gold, silver,~~ and ~~other~~magnetic ~~metals~~geophysical assurvey ~~become~~data ~~indicated,~~to onfurther ~~properties~~guide ~~located~~future indrill ~~the~~targeting ~~State~~ of ~~Nevada in~~ the ~~Western~~under-tested ~~United~~structural ~~States.~~zone ~~Our significant properties consist of our Eureka Projects (Lookout Mountain, Windfall, Oswego~~ and ~~other~~largely ~~targets) in the Battle Mountain~~ un-tested ~~Eureka~~porphyry ~~Trend~~gold ~~located in the North-Central portion of the state, and the Seven Troughs Project, located in the Northwest portion of the state~~targets.

WeTimberline ~~raised~~conducted ~~funds~~no towork ~~acquire~~on ~~and~~the ~~explore~~Paiute ~~these~~Project ~~properties~~during ~~through~~fiscal ~~private~~years ~~placements of our common stock and warrants with investors~~2021, ~~through debt placements~~2022, and through joint venture arrangements with other mining exploration and development companies in our business sector. Our business plans employ strategies to locate and analyze gold and silver properties to determine the existence, quantity and quality of mineral deposits and advance those deposits for the benefit of our shareholders. We may seek to develop those properties ourselves or ~~engage~~2023 ~~larger~~but ~~mining~~all ~~companies~~BLM ~~to purchase, develop, joint venture~~ and ~~otherwise~~county ~~exploit~~claim ~~the~~fees ~~properties~~have ~~for~~been ~~the~~paid ~~purpose~~in ~~of production of these discovered precious metals~~full.

~~During~~58 ~~the~~Table ~~fiscal~~of ~~year ended September 30, 2022, we accomplished the following:~~Contents

1.Figure ~~We closed a private placement of units of our equity for a total of approximately $4,340,000 cash; 2~~15. Paiute WeProject ~~issued~~Geology shares for exercise of warrants for a total of approximately $146,500; 3. We entered into an option with Normandy Gold which, if exercised in its entirety, would result in as much as a 75% joint venture interest for Normandy Gold in our Seven Troughs property. Full terms would include $5,000,000 invested by Normandy Gold in the property, 2,000,000 common shares of Normandy Gold issued to us and ~~$250,000~~Primary ~~cash~~Target paid to us, of which $50,000 has been received during the fourth quarter of our fiscal 2022; 4. We purchased six patented claims within a property known as New York Canyon for approximately $128,000; and 5. We reported the drilling results of the 2021-2022 exploration program.Areas

~~Highlights~~59 Table of ~~the 2021-2022 exploration program completed during January 2022 include:~~Contents

	·	Completed approximately 6,535m of drilling, 65% of which was reverse circulation (RC) drilling and 35% was diamond core drilling;
	·	The first results reported during the program were 5 RC holes completed in July 2021. The most significant new intercepts in these holes included:

Table 7. Summary of Historic Porphyry-Hosted Drilling Gold Assay Results

o 10.67m at 2.36 grams per tonne (g/t) gold from 301.8m depth in BHSE-194;

Drill Hole	From (feet)	To (feet)	Interval (feet)	From (meters)	To (meters)	Interval (meters)	Au (g/t)
ICBM 95-1	260	295	35	79.2	89.9	10.7	0.831
	320	350	30	97.5	106.7	9.1	0.552
	385	460	75	117.3	140.2	22.9	0.462
ICBM 96-3	45	65		13.7	19.8	6.1	0.431
	345	370	25	105.2	112.8	7.6	0.497
	405	415	10	123.4	126.5	3.0	1.000
	480	580	100	146.3	176.8	30.5	0.962
ICBM 96-3C	221	246	25	67.4	75.0	7.6	0.626
	455	465	10	138.7	141.7	3.0	1.276
	475	505	30	144.8	153.9	9.1	0.609
	996	1001	5	303.6	305.1	1.5	3.655
ICBM 96-4	340	370	30	103.6	112.8	9.1	0.683
ICBM 96-5	90	100	10	27.4	30.5	3.0	0.741
	320	350	30	97.5	106.7	9.1	0.377
	575	590	15	175.3	179.8	4.6	1.501
3899	10	180	170	3.0	54.9	51.8	0.695
3632	0	100	100	0.0	30.5	30.5	0.945
	350	400	50	106.7	121.9	15.2	0.55
4062	30	60	30	9.1	18.3	9.1	0.460
	220	260	40	67.1	79.2	12.2	0.644
4006	95	145	50	29.0	44.2	15.2	0.483
	280	300	20	85.3	91.4	6.1	0.948
3206	210	280	70	64.0	85.3	21.3	0.493

■Seven ~~including~~Troughs ~~6.01m~~Project, atan ~~2.98~~Immaterial ~~g/t gold;~~Property:

oDuring ~~16.76m~~the atyear 1ended September 30, 2012, Timberline announced the acquisition from CIT Microprobe Holdings, LLC (California Institute of Technology) (“CIT”) of CIT’s interest in 3,900 acres (6.741 ~~g/t~~square miles) of patented and unpatented mining claims comprising the majority of the Seven Troughs gold ~~from~~mining ~~257~~district near Lovelock, Nevada.6m ~~depth~~The inSeven ~~BHSE-195;~~Troughs Project is not a material project to the Company.

■Our ~~including~~acquired 3interest is as lessee under the terms of a 50-year lease, originally executed in 1975.~~05m~~ atTerms 4of the purchase agreement included a cash payment of $50,000 and a 2-percent NSR production royalty reserved to CIT.56 ~~g/t~~While ~~gold;~~the Company is certain of its rights and obligations under the lease, the lessor’s identification has become somewhat clouded over the years due to passing of the early lessor principal to the agreement and a lack of full clarity as to all the eventual inheritors of the property. We have met our obligations under the lease and have located and secured agreements with the heirs to acquire any of their residual rights. We are moving to have the agreements adjudicated appropriately. We have the option to purchase one-half of the NSR production royalty for $1 million.

oSeven ~~19.81m~~Troughs atis ~~1.38~~an ~~g/t~~epithermal gold ~~from~~district ~~248.4m~~recognized ~~depth~~as yielding some of the highest gold production grades in ~~BHSE~~Nevada history through small-~~193~~scale operations in the early 20th century. We believe the district has the potential to host a large precious metals system similar to the high-grade gold and silver veins of Japan's world-renowned Hishikari epithermal gold mine.

·60 ~~Reported~~Table ~~surface~~of ~~rock sample assay results on the channel and trench samples from the Oswego Target. Key results included:~~Contents

oWe ~~25.9m~~are @under ~~14.42~~no ~~g/t~~obligation ~~gold~~to ~~along~~make ~~strike;~~exploration oexpenditures ~~27.4m~~at @Seven 12Troughs.02 ~~g/t~~Since ~~gold~~acquiring ~~along~~the ~~strike;~~property, we have compiled historical mine workings data and ocompleted ~~10.7m~~limited @geologic 3mapping, and geochemical sampling within the district.63 ~~g/t~~The ~~gold~~Company conducted no significant work on the ground during fiscal years 2020 - 2023, ~~estimated~~but toall beBLM ~~true~~and ~~thickness~~county claim fees have been paid in full. During FY2022, the Company entertained queries from aoutside ~~trench~~parties about the project’s availability and hosted visitors on site.

·On ~~Integrated~~April ~~new~~26, ~~geologic~~2022, ~~mapping~~the Company entered into a Memorandum of Agreement with Normandy Gold Limited (“NDY”) to grant NDY a 12-month exclusive option to enter into an earn-in joint venture agreement with the ~~Windfall~~Company regarding the Seven Troughs property. Subject to negotiation and ~~New~~execution ~~York~~of ~~Canyon~~a ~~areas~~definitive agreement, the option may provide NDY with ~~geochemical~~the ~~and~~opportunity ~~geophysical~~to ~~data~~solely infund ~~anticipation~~$5,000,000 of ~~new~~exploration ~~drilling~~over in6 ~~late~~years, ~~2022~~make orcash ~~2023~~payments of $250,000 and issue 2,000,000 NDY shares to the Company to ultimately earn a 75% interest in the property.

~~During~~Earn-In ~~the quarter ended March 31, 2022, the Company reported the majority of the drill results from the 2021 drill campaign, including the following highlights~~Period:

·To ~~Results~~earn ~~reported~~an initial 51% interest in ~~February~~the ~~2022~~project, ~~from~~NDY 6must RCspend ~~holes~~$2,000,000 ~~and~~in ~~portions~~exploration ofexpenditures 2and ~~core~~make ~~holes~~cash ~~included~~payments ~~the~~of ~~following~~$250,000, ~~highlights~~as follows:

o· ~~22.9m~~$100,000 atof ~~6.11~~committed ~~g/t~~expenditures ~~gold~~within the first 12 months from ~~140.8m~~exercising ~~depth~~the exclusive option; · $500,000 of expenditures (an additional $400,000) within 24 months from exercising the exclusive option; · Payment to the Company of $100,000 in ~~BHSE-220C~~cash at 24 months from exercising the exclusive option or at such time as the Company demonstrates receipt of full title in the Seven Troughs claims, whichever is later; · $2,000,000 of expenditures (an additional 1,500,000) within 36 months from exercising the exclusive option; and · Payment to the Company of $150,000 in cash at 36 months from exercising the exclusive option.

■During ~~including~~the ~~12.2m~~Earn-In atPeriod, 8NDY will be the operator of the project and be responsible for payment of annual federal and county claim fees.92 ~~g/t~~NDY ~~gold~~may withdraw from ~~151.5m~~the ~~depth;~~Earn-In after spending $100,000, or if the transfer of claims ownership to the Company is not successfully completed within 24 months of commencement of the Earn-In Period.

oJoint ~~10.7m~~Venture ~~at 2.96 g/t gold from 229.2m depth in BHSE-211C; o 22.9m at 1.11 g/t gold from 219.5m depth in BHSE-198; and o 6.10m at 2.85 g/t gold from 161.5m depth in BHSE-204.~~Period:

·Upon Incompletion ~~March~~of ~~2022~~the Earn-In Period, ~~Timberline~~NDY ~~reported~~will ~~additional~~hold ~~results~~51% ~~from~~interest 3and ~~core~~the ~~holes~~Company will have the option (for a period of up to 60 business days) to elect to fund and 1participate RCin ~~hole,~~a ~~including:~~Joint Venture on the basis of its 49% interest in the project.

oIf ~~41.1m~~the atCompany ~~5.03~~elects ~~g/t~~not ~~gold~~to ~~from~~participate ~~316.1m~~or ~~depth~~fails into ~~BHSE~~provide such notice within the 60-~~212C~~business day period, NDY can earn an additional 24% interest (for a total interest of 75%) in the project by:

■ including 19.8m at 9.49 g/t gold;

	·	spending $3,000,000 in exploration expenditures within three years from commencement of the joint venture, and
	·	Issuing the Company 2,000,000 common shares in the stock of NDY.

oThe ~~9.1m~~Company atreceived ~~1.24~~$50,000 ~~g/t~~of ~~gold~~the ~~from~~initial ~~324.6m~~cash ~~depth~~payment in ~~BHSE-209~~May 2022 and recorded it as a reduction to mineral rights during that period. At the time of this writing, the Company has extended the Memorandum of Agreement with NDY until April 2024.

■New ~~including~~York ~~4.6m~~Canyon, atan ~~2.07~~Immaterial ~~g/t gold; and~~Property:

oOn 9August 23, 2022, the Company purchased one patented mining claim, comprising of a total of 13.1m77 atacres commonly known as the South Wales #1~~.34~~ ~~g/t~~patent ~~gold~~within the New York Canyon claim block, from ~~255~~Newmont Capital Limited for a total of $41,310.1m ~~depth~~In inconjunction ~~BHSE-210C~~with this purchase, the Company granted a 1.5% net smelter return royalty to the seller.

57On ~~Table~~September 28, 2022, the Company purchased five patented mining claims, comprising of ~~Contents~~a total of 28.82 acres commonly known as the Tiger Lilly, Eureka Giant, Southern Cross, Maria and Best & Belcher patents with and near the New York Canyon claim block, from the University of Nevada, Reno Foundation for a total of $86,460. In conjunction with this purchase, the Company granted a 1.5% net smelter return royalty to the seller. Two of the patented claims are not within the New York Canyon claim block, but will be included with this designation on the Company’s claims record references.

·During ~~Later~~the infourth ~~March~~quarter of fiscal 2022 and first quarter of fiscal 2023, the Company ~~reported~~purchased an interest in three patented claims within the ~~complete~~New ~~results~~York Canyon claim block, from ~~drillhole~~private ~~BHSE-220C~~parties. In conjunction with the purchase, ~~including:~~the Company granted a 0.5% net smelter return royalty to the sellers. The combined purchase price will be capitalized in the first quarter of fiscal 2023 as a mineral property on the Company’s balance sheet.

o61 ~~44.2m~~Table atof ~~4.10 g/t gold from 140.8m depth in BHSE-220C,~~Contents

	■	including 22.9m at 6.24 g/t gold from 140.8m depth; and
	■	including 12.2m at 9.18 g/t gold from 151.5m depth.

Wolfpack Gold Properties, Immaterial Properties:

~~During~~With the ~~quarter~~acquisition ~~ended~~of ~~June~~Wolfpack ~~30,~~Gold ~~2022~~(“WPG”), ~~Timberline~~we ~~reported~~acquired ~~the~~nine ~~final~~mineral ~~results~~properties ~~from~~in ~~the~~Nevada ~~2021-2022~~and ~~drilling~~one ~~campaign,~~in ~~these~~California. ~~included~~We ~~several~~conducted ~~drill~~a ~~holes~~due ~~from~~diligence ~~the~~review ~~Oswego~~on ~~target~~each property, ~~one~~including ~~hole~~organization ~~from~~of the ~~WWZ,~~historical data and ~~final~~review ~~multielement~~of ~~results~~exploration ~~from~~work completed to-date. As of September 30, 2022, only claims on one ~~hole~~property ~~into~~(Trail) ~~the~~have ~~Graben~~been ~~Zone~~retained, as they are contiguous with our Eureka project.

·In On2017, ~~May~~we ~~11,~~sold ~~2022~~our property and royalty interests in various unpatented claims that were under lease to Pershing Gold. In addition, ~~the~~we ~~Company~~sold ~~reported~~various ~~significant~~other ~~shallow~~royalty ~~oxide~~interests ~~gold~~that ~~mineralization~~WPG ~~from~~had ~~the~~retained ~~Oswego~~through ~~Target:~~previous transactions in four other properties.

oOverview ~~35.1m~~of atRegulatory, ~~2.32~~Economic ~~g/t~~and ~~gold~~Environmental ~~from~~Issues ~~6.1m depth in BHSE-213,~~

■Hard ~~including~~rock 19mining in the United States is a closely regulated industrial activity.8m Mining operations are subject to review and approval by a wide variety of agencies at 3the federal, state, and local level.93 ~~g/t~~Each ~~gold~~level ~~from~~of 7government requires applications for permits to conduct operations.6m ~~depth;~~The approval process always involves consideration of many issues including but not limited to air pollution, water use and discharge, noise issues, and wildlife impacts. Mining operations involve preparation of environmental impact studies that examine the probable effect of the proposed site development. Federal agencies that may be involved include: the USFS, BLM, EPA, NIOSH, MSHA, and FWS. Individual states also have various environmental regulatory bodies, such as Departments of Ecology and Departments of Environmental Quality. Local authorities, usually counties, also have control over mining activity.

oGold, ~~13.7m~~silver, atand 1copper are mined in a wide variety of ways, both in open pit and underground mines.31 ~~g/t~~Open pit mines require the gold ~~from~~deposit 3to be relatively close to the surface.0m ~~depth~~These insurface ~~BHSE~~mineable deposits tend to be lower grade (such as 0.01-~~215~~0.03 opt gold) and are mined using large, costly earth moving equipment, usually at very high tonnages per day. Modern open pit mines are typically very large excavations that require extensive engineering, planning, reclamation, and permitting.

■Some ~~including~~open 6pit operations for gold in which the ores have bene oxidized involve heap leaching as a metallurgical method to remove the gold.1m atHeap 2leaching involves stacking the ore on pads which are lined with an impenetrable under-surface, then sprinkling the ore with a weak cyanide solution to extract the gold.49 ~~g/t~~The gold-impregnated ~~from~~solution 9is collected and the gold recovered through further processing.1m ~~depth;~~Most new gold discoveries contain ores that are not suitable for heap leach processing. Often this is because the gold is associated with sulfide minerals such as pyrite. Extensive metallurgical testing is required to determine the optimum method for treating such ores, but sulfide ore deposits almost always require complex milling and processing plants.

oUnderground ~~9.1m~~metal atmines 1generally involve higher-grade ore bodies.72 ~~g/t~~Less ~~gold~~tonnage ~~from~~is ~~surface~~mined underground, and ~~12.2m~~generally atthe ~~1.22~~higher-grade ~~g/t~~ore ~~gold~~is ~~from~~processed 15in a mill or other refining facility.2m ~~depth~~An inunderground ~~BHSE-214~~mine may have much less visual impact on the land, but the mine design is complex and requires intensive study and careful engineering.

·Gold ~~The~~processing ~~final~~plants ~~news~~often ~~release~~generate ~~concerning~~tailings (the ~~2021-2022~~residual ~~drill~~material ~~program~~left ~~was~~behind ~~released~~after onrecovery ~~May~~of 18the gold-bearing minerals), ~~2022~~which require permitted and engineered disposal facilities or tailings ponds. ~~The~~Mines ~~key~~and ~~results~~processing ~~from~~plants ~~that~~also ~~release~~often ~~included~~require ~~drillholes~~extensive ~~BHSE-192C~~water treatment, which again will necessitate extensive interaction with the community and ~~BHSE-206C:~~regulators during permitting.

oCapital 24costs for mine, mill, and tailings pond construction can, depending upon the size of the operation, run into the hundreds of millions of dollars.4m atThese 3costs are factored into the profitability of a mining operation.85 ~~g/t~~Metal ~~gold~~mining ~~from~~is ~~349~~sensitive to both cost considerations and to the value of the metal produced.6 ~~depth~~Metals prices are set on a worldwide market and are not controlled by the operators of the mine. Changes in ~~BHSE-209C,~~currency values or exchange rates can also impact metals prices. Changes in metals prices or operating costs can have a huge impact on the economic viability of a mining operation.

	■	including 4.6m at 8.35 g/t gold from 354.2m depth; and
	■	including 7.6m at 5.72 g/t gold from 364.8m depth.

Environmental protection and remediation are increasingly important parts of mineral economics. Estimated future costs of reclamation or restoration of mined land are based principally on legal and regulatory requirements. Reclamation of affected areas after mining operations may cost millions of dollars. Often governmental permitting agencies are requiring multi-million-dollar bonds from mining companies prior to granting mining permits, to ensure that reclamation takes place. All environmental mitigation tends to decrease profitability of the mining operation, but these expenses are recognized as a cost of doing business by modern mining and exploration companies.

oMining 30and exploration activities are subject to various laws and regulations governing the protection of the environment.5m atThese 0laws and regulations are continually changing and are generally becoming more restrictive.41 ~~g/t~~We ~~gold~~conduct ~~from~~our ~~182~~operations so as to protect the public health and environment and believe our operations follow applicable laws and regulations in all material respects.0m ~~depth~~We have made, and expect to make in ~~BHSE-206C~~the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

■62 ~~including~~Table ~~7.6m~~ of ~~1.04 g/t gold from 192.6 m depth.~~Contents

oEvery ~~202~~mining activity has an environmental impact.7m atIn 5order for a proposed mining project to be granted the required governmental permits, mining companies are required to present proposed plans for mitigating this impact.28 ~~g/t~~In ~~SILVER~~the ~~from~~United ~~121~~States, where our p

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