Vancouver, January 9, 2024 - Barksdale Resources Corp. (TSXV: BRO) (OTCQX: BRKCF) ("Barksdale" or the "Company") is pleased to announce that it has now closed a first tranche of its private placement originally announced December 20, 2023 with respect to its offering of common share units in the capital of the Company (each, a "Unit") at a price of $0.40 per Unit. The Units were offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The private placement took place on both a brokered basis (the "Brokered Offering") through Cormark Securities Inc., as agent (the "Agent"), and a non-brokered basis, with the participation of eligible finders (the "Non-Brokered Offering") (collectively, the "Offering").
Under the Offering, the Company issued a total of 9,775,970 Units to raise gross proceeds of $3,910,388 in the first tranche. Each Unit consisted of one common share (each a "Common Share") and one-half (½) of one Common Share purchase warrant (each, a "Warrant"), with each whole Warrant entitling the holder thereof to purchase one Common share at $0.60 for a period of three (3) years from the date of issuance.
The Company paid a cash commission of $183,768 to the Agent on the gross proceeds raised under the Brokered Offering and issued 459,420 compensation warrants to the Agent (each, a "Compensation Warrant") based on the aggregate number of Units sold pursuant to the Brokered Offering. Each Compensation Warrant is exercisable at $0.40 per Compensation Warrant for a period of three (3) years from the date of issuance. In addition, the Company paid a finder's fee of $27,455 and issued 68,638 finder warrants ("Finder's Warrants") to Canaccord Genuity Corp. in accordance with applicable securities laws, in connection with the Non-Brokered Offering. Each Finder's Warrant is exercisable at $0.60 per Finder Warrant for a term of three (3) years.
Crescat Portfolio Management LLC ("Crescat"), a 10% insider of the Company and certain directors and officers of the Company (collectively "Insiders") participated in the Offering for an aggregate total of 1,325,000 Units, which participation constitutes a "related party transaction" for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 in completing the Offering with the Insiders on the basis that the fair market value of such participation is less than 25% of Barksdale's current market capitalization.
The net proceeds from the Offering will be used for ongoing drilling at the Company's Sunnyside Property, property maintenance payments, trade payables and for general corporate purposes.
The Company expects to close a second and final tranche of the Non-Brokered Offering in the coming week.
Barksdale Resources Corp., a 2023 OTCQX BEST 50 Company, is a base metal exploration company headquartered in Vancouver, B.C., that is focused on the acquisition, exploration and advancement of highly prospective base metal projects in North America. Barksdale is currently advancing the Sunnyside copper-zinc-lead-silver and San Antonio copper projects, both of which are in the Patagonia mining district of southern Arizona, as well as the San Javier copper-gold project in central Sonora, Mexico.
FOR ADDITIONAL INFORMATION
Rick Trotman
President, CEO and Director
Rick@barksdaleresources.com
Terri Anne Welyki
Vice President of Communications
778-238-2333
TerriAnne@barksdaleresources.com
For more information please phone 778-558-7145, email info@barksdaleresources.com or visit www.BarksdaleResources.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary and Forward-Looking Statements
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
This news release includes certain forward-looking statements concerning the use of proceeds of the Offering and the closing of a second tranche of the non-Brokered Offering. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks and the availability of financing, as described in more detail in our recent securities filings available at www.sedarplus.ca; risks related to the ability of the Company to amend or replace the Company's convertible debentures on the terms previously disclosed by the Company, including without limitation, the possibility that such convertible debenture amendment, the issuance of detachable bonus share purchase warrants and the settlement of accrued interest with units of the Company may not be approved by the TSXV within the timeline specified by the creditor and if the Company is not able to secure a further waiver of default that the indebtedness under such convertible debenture may become due and payable; fluctuations in mineral and currency exchange rates; and commodity prices including future demand for and prices realized from the sale of minerals; government actions that could restrict or eliminate the ability to mine on public lands, such as through the creation or expansion of national monuments or through mineral withdrawals; actual results of exploration activities being different than anticipated; competition from others; risks and hazards associated with the business of mineral exploration and development (including environmental hazards, potential unintended releases of contaminants, accidents, unusual or unexpected geological or structural formations); the speculative nature of mineral exploration and development; the Company's ability to obtain additional funding; the absence of known resources; environmental risks and remediation measures including seasonality and unanticipated weather changes, including evolving environmental regulations and legislation; changes in laws and regulations impacting exploration and mining activities; legal and litigation risks; statutory and regulatory compliance including the policies and actions of foreign governments, which could impact the competitive supply of and global markets for minerals; insurance and uninsurable risks; the Company's history of losses and negative cashflow, which will continue into the foreseeable future; the Company's inability to pay dividends; volatility in the Company's share price, the continuation of the Company's management team and the Company's ability to secure the specialized skill and knowledge; relations with and claims by local communities and non-governmental organizations; unanticipated reclamation expenses; title disputes or claims; actual and perceived political risks in local jurisdictions; the effectiveness of the Company's internal control over financial reporting; cybersecurity risks; general business, economic, competitive, political and social uncertainties; loss of foreign Company status; and public health crises such as the COVID-19 pandemic and other uninsurable risks. Actual events or results may differ materially from those projected in the forward-looking statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements except as required by applicable law.
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