Filing Details

Accession Number:
0000912282-24-000258
Form Type:
13D Filing
Publication Date:
2024-03-14 20:00:00
Filed By:
Crescat Portfolio Management Llc
Company:
Timberline Resources Corp (NYSEMKT:TLRS)
Filing Date:
2024-03-15
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Crescat Portfolio Management 0 30,955,577 0 30,955,577 30,955,577 15.9%
Crescat Precious Metals Master Fund Ltd 0 13,553,658 0 13,553,658 13,553,658 7.0%
Crescat Institutional Commodity Master Fund Ltd 0 177,316 0 177,316 177,316 5.0%
Crescat Global Macro Master Fund Ltd 0 14,419,963 0 14,419,963 14,419,963 7.5%
Crescat Institutional Macro Master Fund Ltd 0 190,253 0 190,253 190,253 5%
Crescat Long Short Master Fund Ltd 0 2,100,751 0 2,100,751 2,100,751 5.0%
Kevin and Linda Smith Living Trust dtd 0 363,636 0 363,636 363,636 5.0%
Kevin C. Smith 150,000 30,805,577 150,000 30,805,577 30,955,577 15.9%
(collectively Reporting Persons ) i) Crescat Portfolio Management
Filing

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

Amendment No. 2 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TIMBERLINE RESOURCES CORPORATION
(Name of Issuer)

 
Common Stock, $0.001 par value
(Title of Class of Securities)

887133205
(CUSIP Number)

Crescat Portfolio Management LLC
44 Cook Street, Suite 100
Denver, CO 80206
(303) 271-9997

Copy to:
Jason Brenkert
Dorsey & Whitney LLP
1400 Wewatta Street, Suite 400
Denver, CO 80202  
                                                                                 (303) 352-1133
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 28, 2023
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

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CUSIP No. 887133205

1
NAMES OF REPORTING PERSONS
Crescat Portfolio Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2
Not Applicable
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
30,955,577
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
30,955,577
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,955,577
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%(1)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO


CUSIP No. 887133205
1
NAMES OF REPORTING PERSONS
Crescat Precious Metals Master Fund Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2
Not Applicable
6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
13,553,658
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
13,553,658
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,553,658
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO


CUSIP No. 887133205
1
NAMES OF REPORTING PERSONS
Crescat Institutional Commodity Master Fund Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2
Not Applicable
6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
177,316
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
177,316
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,316
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<5.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO


CUSIP No. 887133205
1
NAMES OF REPORTING PERSONS
Crescat Global Macro Master Fund Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(c) 
(d) 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2
Not Applicable
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
14,419,963
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
14,419,963
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,419,963
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

CUSIP No. 887133205
1
NAMES OF REPORTING PERSONS
Crescat Institutional Macro Master Fund Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2
Not Applicable
6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
190,253
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
190,253
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,253
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

CUSIP No. 887133205
1
NAMES OF REPORTING PERSONS
Crescat Long/Short Master Fund Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2
Not Applicable
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
2,100,751
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,100,751
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,751
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<5.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO


CUSIP No. 887133205
1
NAMES OF REPORTING PERSONS
Kevin and Linda Smith Living Trust dtd 7/21/1998
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2
Not Applicable
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
363,636
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
363,636
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
363,636
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<5.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

CUSIP No. 887133205
1
NAMES OF REPORTING PERSONS
Kevin C. Smith
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2
Not Applicable
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7
SOLE VOTING POWER
150,000
8
SHARED VOTING POWER
30,805,577
9
SOLE DISPOSITIVE POWER
150,000
10
SHARED DISPOSITIVE POWER
30,805,577
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,955,577
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
NOT APPLICABLE
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN




Item 1.
Security and Issuer
(a)
Title of Class of Securities:
Common Stock, $0.001 par value (the “Shares”)
(b)
Name of Issuer:
Timberline Resources Corporation (the “Issuer”)
(c)
Address of Issuer’s Principal Executive Offices:
101 East Lakeside Avenue
Coeur d’Alene, ID 83814
Item 2.
Identity and Background
(a)
Name of Reporting Person (collectively “Reporting Persons”):
i)
              Crescat Portfolio Management LLC (“Crescat Portfolio”)
ii)
              Crescat Precious Metals Master Fund Ltd. (“Crescat Precious Metals”)
iii)
Crescat Institutional Commodity Master Fund Ltd. (“Crescat Institutional  Commodity”)
iv)
Crescat Global Macro Master Fund Ltd. (“Crescat Global”)
v)
              Crescat Institutional Macro Master Fund Ltd. (“Crescat Institutional Macro”)
vi)
Crescat Long/Short Master Fund Ltd. (“Crescat Long/Short”)
vii)
Kevin and Linda Smith Living Trust dtd 7/21/1998 (“Smith Trust”)
viii)
Kevin C. Smith (“Kevin Smith”)

(b)
Principal Business Address:
The principal business address of the Reporting Persons is:  44 Cook Street, Suite 100, Denver, Colorado 80206.
(c)
Occupation, Employment and Other Information:
The Reporting Persons are engaged in the business of investment.
(d)
Criminal convictions:
The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
Civil proceedings:
The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
Citizenship:
i)
Crescat Portfolio– Delaware
ix)
Crescat Precious Metals– British Virgin Islands
x)
Crescat Institutional Commodity – British Virgin Islands
xi)
Crescat Global – Cayman Islands
xii)
Crescat Institutional Macro – British Virgin Islands
xiii)
Crescat Long/Short - Delaware
xiv)
Smith Trust - Colorado
xv)
Kevin Smith – United States

Item 3.
Source and Amount of Funds or Other Consideration:
Working capital and personal funds.
Item 4.
Purpose of Transaction
The Reporting Persons acquired the Shares in the ordinary course of business for investment purposes.
Item 5.
Interest in Securities of the Issuer:

(a)
30,955,577 Shares comprised of 26,455,579 Shares and warrants exercisable for an additional 4,499,998 Shares.  The total excludes 1,247,102 Shares held in separately managed accounts.
Holder
Shares
Warrants
Total
Crescat Precious Metals
10,795,811
2,757,847
13,553,658
Crescat Institutional Commodity
105,711
71,605
177,316
Crescat Global
13,074,725
1,345,238
14,419,963
Crescat Institutional Macro
132,850
57,403
190,253
Crescat Long/Short
1,832,846
267,905
2,100,751
Smith Trust
363,636
0
363,636
Kevin Smith
150,000
0
150,000
Crescat Global
26,455,579
4,499,998
30,955,577


(b)
Number of shares as to which the Reporting Person has:
(i)
Sole power to vote or to direct the vote:   0
(ii)
Shared power to vote or to direct the vote:   30,955,577
(iii)
Sole power to dispose or direct the disposition: 0
(iv)
Shared power to dispose or direct the disposition: 30,955,577
(v)
Aggregate amount of shares beneficially owned:  30,955,577
(vi)
Percent of class represented in Item (v) above:  15.9%(2)
(2)   The percentages used herein are calculated based upon 159,676,152 outstanding shares of Common Stock of the Issuer as of August 11, 2023, plus 14,570,000 shares of Common Stock issued on August 31, 2023, and 15,750,000 shares of Common Stock issued on December 22, 2023, plus 4,499,998 Shares in aggregate underlying convertible securities which are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.

(c)

Crescat Global and Crescat Precious Metals each purchased 1,000,0000 Shares in the Issuer’s private placement offering that closed on May 2, 2022.
On August 31, 2023, the Issuer closed a non-brokered private placement of units at a price of $0.05 per unit.  Each unit constitutes one share of common stock and one common share purchase warrant, with each warrant exercisable to acquire one additional share of common stock of the Issuer at a price of $0.08 per share through August 30, 2026.  The Reporting Persons acquired the following Shares and warrants in the ordinary course of business with voting and dispositive control over those shares:
Crescat Precious Metals Fund Ltd. – 2,365,695 shares of Common Stock and warrants exercisable for an additional 2,365,695 shares of Common Stock
Crecast Institutional Commodity Master Fund Ltd. – 68,211 shares of Common Stock and warrants exercisable for an additional 68,211 shares of Common Stock
Crescat Global Macro Master Fund Ltd. – 1,270,447 shares of Common Stock and warrants exercisable for an additional 1,270,447 shares of Common Stock
Crescat Institutional Macro Master Fund Ltd. – 34,807 shares of Common Stock and warrants exercisable for an additional 34,807 shares of Common Stock
Crescat Long/Short Master Fund Ltd. – 260,810 shares of Common Stock and warrants exercisable for an additional 260,810 shares of Common Stock
On September 29, 2023, Crescat Global purchased 86,300 Shares in the open market, Crescat Institutional Macro purchased 23,300 Shares in the open market, and Crecast Long/Short purchased 47,600 Shares in the open market.
On October 3, 2023, Crescat Institutional purchased 34,743 Shares in the open market.
On December 28, 2023, the Issuer closed a non-brokered private placement of units at a price of $0.04 per unit.  Each unit constitutes one share of common stock and one common share purchase warrant, with each warrant exercisable to acquire one additional share of common stock of the Issuer at a price of $0.06 per share through December 31, 2027.  The Reporting Persons acquired the following Shares and warrants in the ordinary course of business with voting and dispositive control over those shares:
Crescat Precious Metals Fund Ltd. – 1,575,000 shares of Common Stock and warrants exercisable for an additional 1,575,000 shares of Common Stock
Crecast Institutional Commodity Master Fund Ltd. – 37,500  shares of Common Stock and warrants exercisable for an additional 37,500 shares of Common Stock
Crescat Global Macro Master Fund Ltd. – 710,000 shares of Common Stock and warrants exercisable for an additional 710,000 shares of Common Stock
Crescat Institutional Macro Master Fund Ltd. – 40,000 shares of Common Stock and warrants exercisable for an additional 40,000 shares of Common Stock
Crescat Long/Short Master Fund Ltd. – 137,500 shares of Common Stock and warrants exercisable for an additional 137,500 shares of Common Stock

(d)
Not applicable.
(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:
None
Item 7.
Material to Be Filed as Exhibits:
None


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:  March 15, 2024
CRESCAT PORTFOLIO MANAGEMENT LLC
By: /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Dirctor
Dated:  March 15, 2024
CRESCAT PRECIOUS METALS MASTER FUND LTD.
By:  /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Director
Dated:  March 15, 2024
CRESCAT INSTITUTIONAL COMMODITY MASTER FUND LTD.
By:  /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Director
Dated:  March 15, 2024
CRESCAT GLOBAL MACRO MASTER FUND LTD.
By:  /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Director
Dated:  March 15, 2024
CRESCAT INSTITUTIONAL MACRO MASTER FUND LTD.
By:  /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Director
Dated: March 15, 2024
CRESCAT LONG/SHORT MASTER FUND LTD.
By: /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Director
Dated:  March 15, 2024
KEVIN AND LINDA SMITH LIVING TRUST DTD 7/21/1998
By:  /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Trustee
Dated:  March 15, 2024
 
/s/ Kevin Smith
Kevin C. Smith


JOINT FILING AGREEMENT
 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.
Dated:  March 15, 2024
CRESCAT PORTFOLIO MANAGEMENT LLC
By: /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Dirctor
Dated:  March 15, 2024
CRESCAT PRECIOUS METALS MASTER FUND LTD.
By:  /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Director
Dated:  March 15, 2024
CRESCAT INSTITUTIONAL COMMODITY MASTER FUND LTD.
By:  /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Director
Dated:  March 15, 2024
CRESCAT GLOBAL MACRO MASTER FUND LTD.
By:  /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Director
Dated:  March 15, 2024
CRESCAT INSTITUTIONAL MACRO MASTER FUND LTD.
By:  /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Director
Dated: March 15, 2024
CRESCAT LONG/SHORT MASTER FUND LTD.
By: /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Director
Dated:  March 15, 2024
KEVIN AND LINDA SMITH LIVING TRUST DTD 7/21/1998
By:  /s/ Kevin Smith
          Name:  Kevin C. Smith
           Title:  Trustee

Dated:  March 15, 2024
 
/s/ Kevin Smith
Kevin C. Smith