Barksdale Announces Closing of $5 Million Private Placement to Advance Sunnyside Exploration Towards 67.5% Ownership
Barksdale Announces Closing of $5 Million
Private Placement to Advance Sunnyside
Exploration Towards 67.5% Ownership
Vancouver, British Columbia--(Newsfile Corp. - February 20, 2026) -
Barksdale Resources
Corp.
(TSXV: BRO) (OTCQB: BRKCF) (FSE: 2NZ) ("
Barksdale
" or the "
Company
") is pleased to
announce the closing of its private placement of 55,545,744 units of the Company (the "
Units
") at a
price of $0.09 per Unit for gross proceeds of $4,999,117 (the "
Offering
").
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As previously disclosed,
each Unit of the Offering is comprised of one common share of the Company and one-half of one
common share purchase warrant (each whole common share purchase warrant, a "
Warrant
"). Each
Warrant entitles the holder thereof to purchase one common share of the Company at an exercise price
of $0.15 until February 19, 2028.
The Offering provides funding for and enables completion of the Phase II drill campaign at the Sunnyside
project, as well as funds to cover the Phase II earn-in payment to Great Basin Metals Inc., ongoing
corporate expenses, and geochemical and/or geophysical projects currently under review for the
Sunnyside and San Javier projects.
The Company had engaged Medalist Capital Advisors Inc. (the "
Finder
") as its exclusive finder to assist
with the Offering and has paid a 6% commission to the Finder in the form of 1,434,780 Finder's units
(the "
Finder's Units
"). In addition, the Company has paid an advisory fee to Medalist Capital Ltd. (the
"
Advisor
"), an affiliate of the Finder, in the form of 1,560,000 Units (the "
Advisor's Units
"). Each
Finder's Unit and Advisor's Unit, issued at a deemed value of $0.09, also comprises one common share
of the Company and one-half of one Warrant (each whole Warrant issued to the Finder and Advisor, a
"
Finder's Warrant
" or "
Advisor's Warrant
", as applicable), whereby each Finder's Warrant and
Advisor's Warrant entitles the holder thereof to purchase one common share of the Company at an
exercise price of $0.15 until February 19, 2028.
All securities issued or issuable in connection with the Offering are subject to a statutory hold period
expiring June 20, 2026, being the date that is four months and one day from the date of issuance. The
Offering remains subject to the receipt of the final acceptance of the TSX Venture Exchange (the
"
Exchange
").
Certain insiders of the Company participated in the Offering. The participation by insiders constitutes a
"related party transaction" as defined under Multilateral Instrument 61-101
Protection of Minority
Security Holders in Special Transactions
("
MI 61-101
"). Such participation is exempt from the formal
valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of
the securities acquired by the insiders, nor the consideration for the securities paid by such insiders,
exceeds 25% of the Company's market capitalization. The Company did not file a material change
report in respect of the related party transactions at least 21 days before the closing of the Offering,
which the Company deems reasonable in the circumstances in order to complete the Offering in an
expeditious manner. The Offering had been unanimously approved by the Company's Board of
Directors.
Further to the Company's news release of February 11, 2026, the Company plans to raise $932,585 on
a private placement basis from Crescat Capital LLC ("
Crescat
"), a strategic investor in the Company,
through the issuance of 8,478,049 units of the Company (the "
Investor Units
") at a price of $0.11 per
Investor Unit (the "
Unit Offering
"). Each Investor Unit will be comprised of one common share of the
Company and one-half of one common share purchase warrant (each whole common share purchase
warrant, an "
Investor Warrant
"). Each Investor Warrant will entitle the holder thereof to purchase one
common share of the Company at an exercise price of $0.15 for a period of two (2) years following the
closing of the Unit Offering. The Unit Offering remains subject to the acceptance of the Exchange.
The securities described herein have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "
U.S. Securities Act
"), or any state securities laws, and may
not be offered or sold within the United States except in compliance with the registration requirements of
the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions
therefrom. This release does not constitute an offer to sell or a solicitation of an offer to buy of any
securities in the United States.
About Barksdale Resources Corp.
At Barksdale, our mission is to drive long-term shareholder value through the strategic acquisition,
exploration, and advancement of high-quality critical, base, and precious metal projects across the
Americas.
We are focused on the metals essential to the global energy transition and modern infrastructure—
particularly copper, zinc, and other critical minerals—at a time when secure, domestic and regional
sources are more important than ever.
With a sharp focus on critical metals and a commitment to responsible growth, Barksdale is positioned
to play a key role in meeting tomorrow's resource needs.
On Behalf of Barksdale Resources Corp.
William Wulftange
Chief Executive Officer and Director
Ira M. Gostin
Investor Relations
604-398-5385 x33
Neither the 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
news release.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains certain "forward-looking information" and "forward-looking statements"
(collectively "forward-looking statements") within the meaning of applicable securities legislation.
Forward-looking statements are frequently, but not always, identified by words such as "expects",
"anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or
statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. All
statements, other than statements of historical fact, included herein, without limitation, the Unit Offering
and the use of proceeds of the Offering are forward-looking statements. There can be no assurance that
such statements will prove to be accurate, and actual results and future events could differ materially from
those anticipated in such statements.
Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are
made and are based upon a number of assumptions and estimates that, while considered reasonable
by Barksdale, are inherently subject to significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors, both known and unknown, could cause actual results,
performance or achievements to be materially different from the results, performance or achievements
that are or may be expressed or implied by such forward-looking statements and the Company has
made assumptions and estimates based on or related to many of these factors. All forward-looking
statements contained in this news release are qualified by these cautionary statements and those in the
Company's continuous disclosure filings available on SEDAR+ at
www.sedarplus.ca
. Readers should
not place undue reliance on the forward-looking statements contained in this news release concerning
these items. Barksdale does not assume any obligation to update the forward-looking statements if
beliefs, opinions, projections, or other factors, change, except as required by applicable securities laws.
// NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES //
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All figures are in Canadian Dollars unless otherwise stated.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/284632