Filing Details

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

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

Timberline Resources Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

887133205

(CUSIP Number)

08/29/2023

(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
			30,933,705 (including 5,000,000 shares of Common Stock issuable upon the exercise of warrants)
		7	Sole Dispositive Power
			0
		8	Shared Dispositive Power
			30,933,705 (including 5,000,000 shares of Common Stock issuable upon the exercise of warrants)
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	30,933,705 (including 5,000,000 shares of Common Stock issuable upon the exercise of warrants)
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)
	17.71%
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
			30,933,705 (including 5,000,000 shares of Common Stock issuable upon the exercise of warrants)
		7	Sole Dispositive Power
			0
		8	Shared Dispositive Power
			30,933,705 (including 5,000,000 shares of Common Stock issuable upon the exercise of warrants)
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	30,933,705 (including 5,000,000 shares of Common Stock issuable upon the exercise of warrants)
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)
	17.71%
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 169,676,152 shares of Common Stock outstanding, which is the sum of (i) 159,676,152 shares of Common Stock outstanding as of August 11, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the Securities and Exchange Commission on August 11, 2023 and (ii) 10,000,000 shares of Common Stock issued to Jupiter Gold & Silver Fund as part of the private placement reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2023, and assumes the exercise of the warrants reported herein.

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: August 31, 2023

 

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