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April
17, 2023
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Energy & Transportation
|
Re:
|
Timberline
Resources Corp
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|
|
Form
10-K for the Fiscal Year ended September 30, 2022
|
|
|
Filed
December 29, 2022
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File
No. 001-34055
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Dear
Sirs:
This
letter represents Management’s Response to the Comment Letter
dated April 3, 2023 as referenced above. In our response, we have
repeated verbatim the sections of the Letter and have then appended
our response to each comment.
Comment: “Form 10-K for the Fiscal Year
ended September 30, 2022
Description Of Properties, page 18
1. We understand from your responses to prior comments 1, 2, 3 and
4 that you intend to amend your annual report to address the
concerns outlined in those comments, and that the amendment will
include an updated Technical Report Summary as an exhibit, unless
you decide to eliminate certain resource disclosures.
Please submit the specific revisions that you propose and the draft
Technical Report Summary for review in advance of filing your
amendment and, to the extent that you are contemplating the
alternative of removing disclosures, address each aspect of the
referenced disclosure requirements that may apply in either
case.
Please confirm that revisions to disclosures concerning your
mineral properties and the Technical Report Summary will be based
on information underlying or inherent within your mining plan as of
the end of your fiscal year of September 30, 2022, and will not
incorporate or reflect changes or information arising in subsequent
periods.”
Response by Timberline:
Timberline plans to retain its resource disclosures and will amend
its Description of Properties in the upcoming Form 10-KA and future
reports to clearly delineate between material and non-material
classification for each property, segregate summary descriptions
from individual property disclosures and add to or revise the
existing information prescribed for disclosures in Item 1303(b) and
elsewhere throughout Items 1300 through 1304 included for our
material property(ies).
Company management and the authors of the Technical Report are in
the final review process of the draft Updated Technical Report and
the associated draft Technical Report Summary prepared by the
authors (Qualified Persons). The report is based on information
underlying or inherent in our mining plan as of the end of our
fiscal year of September 30, 2022, and will not incorporate or
reflect changes or information arising in subsequent
periods.
With the finalization of the Updated Technical Report and Technical
Report Summery, we will immediately revise our Form 10-K for the
year ended September 30, 2022, by preparing a Form 10-KA for filing
with the SEC. Prior to its filing, we will submit the specific
proposed revisions along with the draft Technical Report Summary
for your review in advance of filing the Form 10-KA.
We will
continue to correlate our actions with John Cannarella, Staff
Accountant, and/or Ken Schuler, Mining Engineer, as we work through
the detail of producing a compliant Technical Report, Summary of
the Technical Report, author consents and appropriate disclosures
of information in the Form 10-KA.
Sincerely,
Ted R.
Sharp, CPA
Chief
Financial Officer