Wolfpack Gold Corp. and Timberline Resources Sign Definitive Agreement

Wolfpack Gold Corp. and Timberline Resources Sign Definitive Agreement

Reno, Nevada US, May 08, 2014 /FSC/ -Wolfpack Gold Corp. (TSX-V: WFP) ("Wolfpack" or the "Company") announced today that it has entered into a definitive arrangement agreement with Timberline Resources Corporation (NYSE MKT: TLR; TSX-V: TBR) ("Timberline") providing for completion of the business combination transaction announced April 17, 2014.  On completion of the transaction, Wolfpack shareholders will continue to hold their existing Wolfpack shares and will hold, as a group, approximately 36% of the outstanding Timberline shares.  Wolfpack will retain its uranium related holdings and continue to be listed on a Canadian Exchange.  

Summary of Transaction

Under the definitive terms of the transaction, which will be completed by way of a plan of arrangement under the Business Corporations Act (British Columbia), Timberline will acquire all of the outstanding shares of Wolfpack Gold (Nevada) Corp., a wholly-owned subsidiary of the Company, which will hold all of Wolfpack's current assets other than its uranium holdings, in exchange for an estimated 42,932,063 shares of common stock in the capital of Timberline (representing a ratio equal to 0.75 of a Timberline share for each outstanding share of Wolfpack).  Wolfpack will distribute the Timberline shares to Wolfpack shareholders at closing.  

On acquisition of the Wolfpack subsidiary, Timberline will acquire all of the Company's current gold interests as well as approximately CAD$5.3 million. At closing, Timberline will consolidate its shares on a ratio to be determined by the parties. Timberline will continue to own its partially permitted Butte Highlands Gold Project in Montana.

Board of Directors and Management Team

Following completion of the transaction, Timberlines' Board will consist of five directors, two of whom will be nominated by the Company.  Mr. William Sheriff will serve as Chairman of the Board of Timberline, Mr. Paul Dircksen will continue as the President and Chief Executive Officer of Timberline, Mr. Randy Hardy will continue as the Chief Financial Officer.  

Wolfpack has provided Timberline with a bridge loan, the terms of which were announced by Wolfpack on March 13, 2014 which will be cancelled upon completion of the transaction.

Completion of the transaction is subject to a number of conditions, including receipt by both Wolfpack and Timberline of all stock exchange and third party approvals, including approval of each company's shareholders. Wolfpack will hold an annual and special meeting on June 23, 2014, at which shareholders will be asked to consider the transaction. Full details of the transaction will be included in the management information circular to be filed with the regulatory authorities and mailed to Wolfpack shareholders in relation to the meeting.  The parties have agreed to an outside date of July 31, 2014 for completion of the transaction.

CONCURRENT FINANCING

The Company has increased the size of the concurrent, non-brokered private placement of common shares to $622,500 at $0.10 per share.  Proceeds of the financing will be used to fund transaction costs and for general working capital purposes. Completion of the financing is a condition to completion of the transaction and is subject to stock exchange regulatory approval.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities referenced herein in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referenced in this news release have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or pursuant to an exemption from such registration requirements.

About Wolfpack Gold Corp.

Wolfpack Gold's mandate is to advance low cost heap leach and high grade underground gold projects towards production in the western United States. The advanced Castle-Black Rock project has a previous operating history as an open pit heap leach operation before closing due to low gold prices in the 1980's. With quality assets in a world class jurisdiction, a budgeted three-year plan and an exploration team with documented exploration discoveries in Nevada, Wolfpack Gold is positioned to advance new and existing discoveries towards production.  In addition, the Company has a 100% interest, with no holding costs, on 115,000+ acres (46,400 ha) of private mineral rights in New Mexico, including the Crownpoint and Hosta Butte uranium deposits. These deposits contain an indicated resource of 26.6 MM pounds U3O8 at an average grade of 0.105% eU3O8 and an inferred resource of 6.1 MM pounds U3O8 at an average grade of 0.110 eU3O8 (Beahm, 2012). A portion of these resources are under NRC license.

About Timberline Resources

Timberline Resources Corporation is exploring and developing advanced-stage gold properties in the western United States. Timberline holds a 50-percent carried interest ownership stake in the Butte Highlands Joint Venture in Montana. Timberline's exploration is primarily focused on the major gold districts of Nevada, where it is advancing its flagship Lookout Mountain Project toward a production decision while exploring a pipeline of quality earlier-stage projects at its South Eureka Property and elsewhere. Timberline's leadership has a proven track record of discovering economic mineral deposits that are developed into profitable mines.  Timberline is listed on the NYSE MKT where it trades under the symbol "TLR" and on the TSX Venture Exchange where it trades under the symbol "TBR".

For additional information:

Wolfpack Gold Corp.
William M. Sheriff, Chairman
(208) 635-5415

or

Nate Tewalt, Chief Executive Officer
(208)  635-5415
info@wolfpackgold.com
www.wolfpackgold.com

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.

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms and completion of the business combination, bridge loan and related transactions are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: failure to successfully negotiate a definitive agreement satisfactory to both parties; failure to successfully complete the parties' respective due diligence review; and failure to satisfy all conditions precedent to the definitive business combination agreement, including any required shareholder approval and approval of the TSX Venture Exchange; failure to realize the anticipated benefits of the proposed transaction; and the additional risks identified in the management discussion and analysis section of Wolfpack Gold Corp.'s and Timberline Resources Corporation's interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulators. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the respective companies undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

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Source: Wolfpack Gold Corp. (TSX-V: WFP ) http://www.wolfpackgold.com
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