Timberline Resources Amends Acquisition of 100-Percent Ownership of the Butte Highlands Gold Mine

COEUR D'ALENE, IDAHO--(Marketwire - May 16, 2012) - Timberline Resources Corporation (TSX VENTURE:TBR)(NYSE Amex:TLR) ("Timberline" or the "Company") announced today that it has signed an amended non-binding Letter of Intent to increase its ownership stake in the Butte Highlands Gold Project from 50-percent to 100-percent, acquiring the remaining interest in Butte Highlands JV, LLC ("BHJV") from its joint venture partner, Highland Mining, LLC ("Highland Mining") as previously announced on April 10, 2012.

The revised terms of the agreement call for Timberline to acquire the remaining 50-percent interest in BHJV in exchange for issuance of shares of the Company's common stock, not to exceed 5% of the common stock issued and outstanding as of the date of closing, along with a Net Smelter Return (NSR) production royalty of 5% on all production from Butte Highlands, and a future cash payment to Highland Mining of $6 million to be made no later than 2 years subsequent to the commencement of commercial production at Butte Highlands. Consistent with the original agreement, Highland Mining will completely cancel its outstanding loan, including principal and interest, to BHJV for more than $24-million of development costs incurred at the project to-date. The deal is expected to close in the current quarter, subject to standard closing conditions and regulatory approvals, including the approval of the NYSE Amex and the TSX Venture Exchange.

Highland Mining is controlled by Ron Guill, who is also a director of the Company and the Company's largest shareholder.

About Timberline Resources

Timberline Resources Corporation is exploring and developing advanced-stage gold properties in the western United States. Timberline is working on a transaction to increase its ownership stake in its Butte Highlands Joint Venture in Montana where gold production is targeted to commence later this year. Timberline's exploration is primarily focused on the goldfields 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 management has a proven track record of discovering economic mineral deposits and developing them into profitable mines.

Timberline is listed on the NYSE Amex where it trades under the symbol "TLR" and on the TSX Venture Exchange where it trades under the symbol "TBR".

Forward-Looking Statements

Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding the timing of the Company's continued exploration and drill program at South Eureka and Lookout Mountain, the timing of assay results from such drilling program being released, the Company's ability to expand the South Eureka resource, purchase of the Butte Highlands JV, LLC membership interests (including the expected timing of such purchase), the timing or results of the Company's drill programs at Butte Highlands, including the timing of obtaining necessary permits, the development and production of the Company's Butte Highlands project and projects on its South Eureka property, the potential life of the mine at the Butte Highlands project, the targeted production date for the Butte Highlands project, targeted date for production at South Eureka, the potential for a heap-leach mine at South Eureka, targeted dates for the South Eureka technical report and economic scoping study, and possible growth of the Company and the Company's expected operations, including potential development of an open pit extraction and run-of-mine heap leach processing and operation at South Eureka. When used herein, the words "anticipate," "believe," "estimate," "upcoming," "plan," "target", "intend" and "expect" and similar expressions, as they relate to Timberline Resources Corporation, its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company's actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, whether or not the Company completes the purchase of the Butte Highlands JV, LLC membership interests, risks related to the timing and completion of the drilling programs at Butte Highlands and South Eureka, risks and uncertainties related to mineral estimates, risks related to the inherently dangerous activity of mining, and other such factors, including risk factors discussed in the Company's Annual Report on Form 10-K for the year ended September 30, 2011. Except as required by Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements.