Item 3.02 Unregistered Sales of Equity Securities.

On November 23, 2009, the Company closed a private placement of units. In the aggregate, the Company placed 3,003,400 units of the Company at a price of $1.00 per unit for gross aggregate proceeds of $3,003,400. Each unit is comprised of one share of common stock and one-half of one common share purchase warrant.
Each full warrant will entitle the holder thereof to acquire one additional share of common stock at an exercise price of $1.50 per share until May 31, 2010 and thereafter at an exercise price of $1.75 per share until November 15, 2011.
The net proceeds of the offering will be used by Timberline for exploration expenditures, working capital and general corporate purposes.

In connection with the private placement, the Company agreed to pay qualified agents a cash compensation fee in U.S. dollars in an amount equal to seven percent (7%) of the gross proceeds of the offering received by the Company for units placed by such agents. The cash compensation fee is equal to $196,238.
The agents will also receive 196,238 agents' warrants, exercisable to acquire common stock equal in number to seven percent (7%) of the total number of units sold that were placed by the agents.

The securities of the private placement were not registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any state, and are subject to resale restrictions and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such the registration requirements in accordance with all applicable state securities laws. The securities were placed pursuant to exemptions from registration requirements of the Securities Act provided by
Section 506 of Regulation D under the Securities Act and/or Section 4(2) of the Securities Act and by Rule 903 of Regulation S under the Securities Act, such exemptions being available based on information obtained from the investors in the private placement.

Item 7.01 Regulation FD Disclosure.

On November 23, 2009, Timberline Resources Corporation (the "Company") issued a press release entitled "Timberline Announces Completion of Private Placement Financing." A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including the exhibits attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("the Exchange Act"), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1*

Press Release of Timberline Resources Corporation dated November 23, 2009.

* - Furnished to, not filed with, the Commission pursuant to Item 7.01 above.

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