Staccato Gold Resources Ltd.
TSX VENTURE : CAT

Staccato Gold Resources Ltd.

May 18, 2010 15:39 ET

Staccato Announces Mailing of Letters of Transmittal

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 18, 2010) - Staccato Gold Resources Ltd. (TSX VENTURE:CAT) ("Staccato") announces that it will be mailing Letters of Transmittal to securityholders regarding the Staccato-Timberline Resources Corporation (NYSE Amex:TLR) ("Timberline") business combination.

The Letters of Transmittal have been filed on SEDAR and will also be available at www.sedar.com and at www.staccatogold.com.

Staccato securityholders are urged to vote their proxy no later than 10:00 AM (Vancouver Time) on May 19th, 2010.

Securityholders who require assistance in voting their proxy may direct their inquiry to Staccato's proxy solicitation agent, Kingsdale Shareholder Services, 1-888-518-6824 or contactus@kingsdaleshareholder.com.

Summary of Arrangement

The proposed Arrangement between Timberline and Staccato is expected to be completed by way of a court-approved Plan of Arrangement whereby one (1) share of common stock of Timberline and $0.0001 will be exchanged for seven (7) Staccato common shares (the "Exchange Ratio") and Staccato will become a wholly-owned subsidiary of Timberline. Upon completion of the Arrangement, Timberline will have approximately 56 million common shares issued and outstanding, with 73 million shares on a fully diluted basis. Current Timberline shareholders will own approximately 74% of the shares outstanding and former Staccato shareholders will own approximately 26%. On a fully diluted basis, Timberline shareholders will own approximately 71% of the shares outstanding and Staccato shareholders will own approximately 29%. In conjunction with this Arrangement, Timberline will seek a listing of its shares of common stock on the TSX Venture Exchange with the intent to have a listing in Toronto in addition to the NYSE Amex listing. Pursuant to the Arrangement, the holders of a portion of the outstanding Staccato options and the holders of all Staccato warrants will be entitled to receive Timberline options and warrants at the Exchange Ratio and with corresponding changes to the exercise price based on the Exchange Ratio. The balance of the outstanding Staccato options will either be exchanged for Staccato shares prior to the closing or cancelled at closing. 

Completion of the Arrangement is subject to regulatory approvals and a favorable vote of at least two-thirds of the holders of Staccato securities voted at a Special Meeting of securityholders to be held on May 21, 2010 and a favorable vote of a majority of the holders of shares of Timberline common stock voted at a Special Meeting of Shareholders to be held on May 28, 2010.

The Arrangement is subject to customary closing conditions including the receipt of all necessary court and regulatory approvals, including the approval of the NYSE Amex and the TSX Venture Exchange. The Agreement provides for the payment of reciprocal break fees under certain conditions. The Arrangement is expected to close on or about June 2, 2010.

The Arrangement has been unanimously approved by the Board of Directors of both Staccato and Timberline, and the management and directors of both companies have entered into support agreements. The Agreement contains a commitment from Staccato not to solicit or initiate discussions concerning alternative transactions to the proposed Arrangement.

About Staccato Gold Resources Ltd.

Staccato is a well funded junior gold exploration company with resources and advanced stage exploration assets located exclusively in Nevada. Staccato has assembled a portfolio of prospective gold prospects in the dominant gold trends in Nevada.

About Timberline Resources Corporation

Timberline is a diversified gold company comprised of three complementary business units: an underground mine with upcoming gold production, exploration, and drilling services. Its unique, vertically-integrated business model provides investors exposure to gold production, the "blue sky" potential of exploration, and the "picks and shovels" aspect of the mining industry. Timberline has contract core drilling subsidiaries in the western United States and Mexico and an exploration division focused on district-scale gold projects with the potential for near-term, low-cost development. Timberline has formed a 50/50 joint venture with Highland Mining, LLC, an affiliate of Small Mine Development, LLC, at its Butte Highlands Gold Project where development commenced in 2009. Timberline is listed on the NYSE Amex and trades under the symbol "TLR".

Statements contained herein that are not based upon current or historical fact are forward-looking in nature. Such forward-looking statements reflect the Company's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties, including but not limited to the Company's 50/50 joint venture with Highland Mining LLC, the development and production of the Company's Butte Highlands project, and the Company's expected operations. When used herein, the words "anticipate," "believe," "estimate," "upcoming," "plan," "intend" and "expect" and similar expressions, as they relate to Timberline Resources Corporation, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company's actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, such factors, including risk factors, discussed in the Company's Annual Report on Form 10-K for the year ended September 30, 2009. Except as required by Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Staccato Gold Resources Ltd.
    Gareth Thomas
    Corporate Development
    604-682-8789