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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: February 13, 2009

(Date of earliest event reported)

Timberline Resources Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34055

_____________________________________

Delaware 82-0291227
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

101 East Lakeside Avenue

Coeur d’Alene, Idaho 83814
(Address of principal executive offices, including zip code)

(208) 664-4859
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On February 13, 2009, the Registrant received a notice from the NYSE Alternext US LLC (the “Alternext”) indicating that the Registrant was not
in compliance with Section 1003(a)(ii) of the Alternext Company Guide (the “Company Guide”) due to the Registrant’s stockholders’ equity
being less than $4,000,000 and the Registrant having losses from continuing operations and net losses in three of its four most recent fiscal
years and Section 1003(a)(iii) of the Company Guide due to the Registrant’s stockholders’ equity being less than $6,000,000 and the Registrant
having losses from continuing operations and net losses in its five most recent fiscal years. Therefore the Company has become subject to
Section 1009 of the Company Guide regarding continued listing evaluations.

In order to maintain its Alternext listing, the Registrant must submit a plan of compliance to the Alternext by March 13, 2009 (the “Plan”),
addressing how it intends to regain compliance with Sections 1003(a)(ii) and 1003(a)(iii) of the Company Guide within a maximum of 18 months
(the “Plan Period”). The Corporate Compliance Department management will evaluate the Plan, including any supporting documentation, and
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make a determination as to whether the Registrant has made a reasonable demonstration in the Plan of an ability to regain compliance with the
continued listing standards within the specified timeframes, in which case the Plan will be accepted. If the Plan is accepted, the Registrant may
be able to continue its listing during the Plan Period, during which time it will be subject to periodic review to determine whether it is making
progress consistent with the Plan. If the Registrant does not submit a Plan, if the Registrant submits a Plan that is not accepted or if the Plan is
accepted but the Registrant is not in compliance with the continued listing standards at the conclusion of the Plan Period or does not make
progress consistent with the Plan during the Plan Period, the Registrant may become subject to delisting proceedings in accordance with
Section 1010 and Part 12 of the Company Guide.

The Registrant intends to submit a Plan by March 13, 2009. The Registrant is working diligently to formulate the structure of the Plan to bring
the Registrant’s stockholders’ equity into compliance with the continued listing standards in the Company Guide.

On February 20, 2009, the Registrant issued a press release disclosing its receipt of the notice from the Exchange summarized above and the
fact that the Company is not in compliance with the Exchange’s continued listing requirements. A copy of this press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release, dated February 20, 2009, regarding the Notice from the NYSE Alternext for failure to satisfy continued
listing requirements

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

TIMBERLINE RESOURCES CORPORATION

Date: February 20, 2009

By: /s/ Randal Hardy

Randal Hardy
Chief Executive Officer, Chief Financial Officer
and Director

EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release, dated February 20, 2009, regarding the Notice from the NYSE Alternext for failure to satisfy continued
listing requirements

EXHIBIT 99.1

Timberline Announces Receipt of Notice from the NYSE

Alternext US LLC Regarding Minimum Listing Requirements
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February 20, 2009 – Coeur d’Alene – Timberline Resources Corporation (NYSE Alternext US: TLR) (“Timberline”) today announced that on
February 13, 2009 it received notice from the NYSE Alternext US LLC (“Exchange”) indicating that as of September 30, 2008 Timberline was
below certain of the Exchange’s continued listing standards due to Timberline’s stockholders’ equity not meeting certain minimum
requirements.

Timberline has been afforded the opportunity to submit a plan of compliance to the Exchange by March 13, 2009 that demonstrates the
Company’s ability to regain compliance with the listing standards of the Exchange by August 2010. If Timberline does not submit a plan, or
submits a plan that is not accepted by the Exchange then it will be subject to delisting procedures in accordance with the Exchange’s
guidelines.

The Exchange based their analysis on Timberline’s September 30, 2008 financial statements which report stockholders’ equity of $3.55 million.
As of Timberline’s interim financial statements for the three months ended December 31, 2008, Timberline’s stockholders’ equity had already
increased to $4.62 million and Timberline’s management believes that it will continue to make significant progress in the rest of the fiscal year
towards meeting the requisite standards to ensure its continued listing on the Exchange. Timberline intends to submit a plan to the Exchange
by March 13, 2009 outlining the steps the Company expects to take in order to bring stockholders’ equity into compliance with the continued
listing standards of the Exchange.

Timberline Resources Corporation has taken the complementary businesses of mining services and mineral exploration and combined them
into a unique, forward-thinking investment vehicle that provides investors exposure to both the “picks and shovels” and “blue sky” aspects
of the mining industry. Timberline has contract drilling subsidiaries in the western United States and Mexico and an exploration division
focused on district-scale gold projects with the potential for near-term, low-cost development. The Company is forming a 50/50 joint venture
with Small Mine Development, LLC at Timberline’s 100-percent owned, royalty-free Butte Highlands Gold Project which is scheduled for
development beginning in 2009. Timberline is listed on the NYSE Alternext US and trades under the symbol “TLR”.

Statements contained herein that are not based upon current or historical fact are forward-looking in nature. Such forward-looking statements
reflect the Company’s expectations about its future operating results, performance and opportunities that involve substantial risks and
uncertainties, including but not limited to the Company’s 50/50 joint venture with SMD, the development and production of the Company’s
Butte Highlands project, and the Company’s expected operations in 2009. When used herein, the words “anticipate,” “believe,” “estimate,”
“plan,” “intend” and “expect” and similar expressions, as they relate to Timberline Resources Corporation, 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, such factors, including risk factors, discussed in the Company’s Annual Report
on Form 10-KSB for the year ended September 30, 2008. Except as required by the Federal Securities law, the Company does not undertake any
obligation to release publicly any revisions to any forward-looking statements.

Contact Information:

John Swallow, Chairman

Phone: 208.664.4859