Filing Details

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. ___)*

Timberline Resources Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

887133205

(CUSIP Number)

5/2/2022

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[_] Rule 13d-1(b)

 

[X] Rule 13d-1(c)

 

[_] Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1	Names of Reporting Persons
	Jupiter Investment Management Limited
2	Check the appropriate box if a member of a Group (see instructions)
	(a)  [ ] (b)  [X]
3	Sec Use Only
4	Citizenship or Place of Organization
	England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power
			0
		6	Shared Voting Power
			15,933,705
		7	Sole Dispositive Power
			0
		8	Shared Dispositive Power
			15,933,705
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	15,933,705
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
	[ ]
11	Percent of class represented by amount in row (9)
	9.98%
12	Type of Reporting Person (See Instructions)
	OO, FI

 

 

1	Names of Reporting Persons
	Jupiter Gold & Silver Fund
2	Check the appropriate box if a member of a Group (see instructions)
	(a)  [ ] (b)  [X]
3	Sec Use Only
4	Citizenship or Place of Organization
	England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power
			0
		6	Shared Voting Power
			15,933,705
		7	Sole Dispositive Power
			0
		8	Shared Dispositive Power
			15,933,705
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	15,933,705
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
	[ ]
11	Percent of class represented by amount in row (9)
	9.98%
12	Type of Reporting Person (See Instructions)
	OO, FI

 

Item 1.

(a)        Name of Issuer:

Timberline Resources Corporation (the “Issuer”)

(b)       Address of Issuer’s Principal Executive Offices:

101 East Lakeside Avenue

Coeur d'Alene, ID 83814

Item 2.

(a)

Name of Person Filing:

This statement is filed by: Jupiter Investment Management Limited and Jupiter Gold & Silver Fund. Jupiter Investment Management Limited is the manager of Jupiter Gold & Silver Fund and is indirectly controlled by Jupiter Fund Management plc.

Jupiter Investment Management Limited and Jupiter Gold & Silver Fund are hereinafter sometimes collectively referred to as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement pursuant to which the Reporting Persons have agreed to file this statement and any subsequent amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13 of the Act, the beneficial owner of the shares of Common stock, par value $0.001 per share reported herein.

(b)	Address of Principal Business Office or, if None, Residence:
	The Zig Zag Building,
	70 Victoria Street,
	London SW1E 6SQ
(c)	Citizenship: England and Wales

(d)

Title and Class of Securities: Common Stock, par value $0.001 Per Share (“Common Stock”)

(e)

CUSIP No.: 887133205

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[_] Broker or dealer registered under Section 15 of the Act;

(b)

[_] Bank as defined in Section 3(a)(6) of the Act;

(c)

[_] Insurance company as defined in Section 3(a)(19) of the Act;

	(d)	[_] Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

[_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

[_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

 

Item 4.	Ownership
	The information required by Items 4(a) – (c)  is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each  Reporting Person.
	The percentages set forth herein are calculated based upon 159,676,152 shares of Common Stock outstanding as of August 15, 2022 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Securities and Exchange Commission on August 15, 2022.

 

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].

 

Item 6.	Ownership of more than Five Percent on Behalf of Another Person.
	N/A

 

Item 7.	Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
	N/A

 

Item 8.	Identification and classification of members of the group.
	N/A

 

 

Item 9.	Notice of Dissolution of Group.
	N/A

Item 10.	Certifications.
	By signing below each Reporting Person certifies that, to the best of her or its knowledge and belief, the securities referred to above were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 22, 2022

 

Jupiter Investment Management Limited
/s/ Katie Carter
Name: Katie Carter
Title: Head of Compliance

 

Jupiter Gold & Silver Fund
/s/ Katie Carter
Name: Katie Carter
Title: Head of Compliance

 

 

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: November 22, 2022

 

Jupiter Investment Management Limited
/s/ Katie Carter
Name: Katie Carter
Title: Head of Compliance

 

Jupiter Gold & Silver Fund
/s/ Katie Carter
Name: Katie Carter
Title: Head of Compliance