Barksdale Resources Corp.: Barksdale Resources Announces Update on "Best Efforts" Private Placement

Vancouver, British Columbia--(Newsfile Corp. - January 4, 2024) - Barksdale Resources Corp. (TSXV: BRO) (OTCQX: BRKCF) ("Barksdale" or the "Company") announces that further to its news release dated December 20, 2023 announcing the offering of common share units in the capital of the Company (the "Units") at a price of $0.40 per Unit, the Offering will take place on both a brokered basis (the "Brokered Offering") through Cormark Securities Inc. (the "Agent") and a non-brokered basis, with or without the participation of eligible finders (the "Non-Brokered Offering") (collectively, the "Offering"). The closing of the Offering is scheduled to occur on January [9], 2024, or on such date as may be agreed upon by the Issuer and the Agent, provided that in no event shall the closing be later than the 45^th day following the date that the latest offering release in respect of the Offering is disseminated. The Non-Brokered Offering may complete in one or more tranches.

The Brokered Offering will be subject to the terms and conditions of an agency agreement to be entered into between the Company and the Agent, including a minimum amount of 5,000,000 Units issued for gross proceeds of a minimum of $2,000,000. With the inclusion of the Non-Brokered Offering, the Company may issue up to a total maximum of 12,500,000 Units under the Offering for maximum gross proceeds of up to $5,000,000. All terms with respect to the Units being issued in the Offering remain the same.

In connection with the Brokered Offering, the Company shall pay a cash commission to the Agent on the gross proceeds raised under the Brokered Offering and issue compensation warrants to the Agent (each, a "Compensation Warrant") based on the aggregate number of Units sold pursuant to the Brokered Offering, exercisable at $0.40 per Compensation Warrant for a term of three (3) years. In connection with the Non-Brokered Offering, the Company may issue finder warrants equal to 6% of the aggregate number of Units issued under the Non-Brokered Offering (each, a "Finder Warrant"), exercisable at $0.60 per Finder Warrant for a term of three (3) years.

Assuming the maximum number of Units sold under the Offering, the net proceeds of the Offering will be used for the ongoing drilling program at the Company's Sunnyside Property, property maintenance payments, trade payables and for general corporate purposes, as described further in the Offering Document (as defined below).

Closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the acceptance of the TSX Venture Exchange.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units are being 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"). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued to Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

An amended and restated copy of the offering document (the "Offering Document") related to the Offering is assessable under the Company's profile at www.sedarplus.ca and on the Company's website at www.barksdaleresources.com. Prospective investors should read this offering document before making an investment decision.

FOR ADDITIONAL INFORMATION

Rick Trotman
President, CEO and Director
[e-mail]

Terri Anne Welyki
Vice President of Communications
778-238-2333
[e-mail]

For more information please phone [phone], email [e-mail] 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, the reliance on the Lister Issuer Financing Exemption, the future performance of our business, its operations and its financial performance and condition, as well as management's objectives, strategies, beliefs and intentions. 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 Issuer to amend or replace the Issuer's convertible debentures on the terms previously disclosed by the Issuer, 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 Issuer may not be approved by the TSXV within the timeline specified by the creditor and if the Issuer 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 Issuer'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 Issuer's history of losses and negative cashflow, which will continue into the foreseeable future; the Issuer's inability to pay dividends; volatility in the Issuer's share price, the continuation of the Issuer's management team and the Issuer'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 Issuer's internal control over financial reporting; cybersecurity risks; general business, economic, competitive, political and social uncertainties; loss of foreign issuer 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.

Not for distribution to United States newswire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/193209

SOURCE: Barksdale Resources Corp.