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Barksdale Closes First Tranche of Private Placement Financing

Financings

Barksdale Closes First Tranche of Private

Placement Financing

Vancouver, British Columbia--(Newsfile Corp. - June 27, 2024) - Barksdale Resources Corp. (TSXV:

BRO) ("

Barksdale

" or the "

Company

") announces that further to its news releases of June 5, 2024,

and

June 11, 2024, regarding its non-brokered private placement financing of up to 37,500,000 units (the

"

Units

") at a price of $0.15 per Unit for gross proceeds to the Company of up to $5,625,000 (the

"

Offering

"), it has closed the first tranche ("

First Tranche

") of the Offering. Under the First Tranche, the

Company has issued 27,325,317 Units for gross proceeds of $4,098,798.

Each Unit consists of one common share of Barksdale (a "

Common Share

") and one Common Share

purchase warrant (a "

Warrant

"), whereby each Warrant entitles the holder to acquire one Common

Share at a price of $0.23 for a period of three years from the date of issuance. The expiration date of the

Warrants issued in connection with the First Tranche is June 27, 2027.

Proceeds of the Offering will be used to finance exploration activities at the Company's properties in

Arizona as well as for working capital and general corporate purposes. Pursuant to the closing of the

First Tranche, the Company paid an aggregate of $199,516.60 in cash finder's fees and issued an

aggregate of 1,330,111 finder's warrants to the following eligible finders in the amounts noted below:

Leede Jones Gable Inc. - $121,660.35 cash and 811,069 finder's warrants;

Canaccord Genuity Corp. - $47,787.75 cash and 318,585 finder's warrants;

Haywood Securities Inc. - $12,061.00 cash and 80,407 finder's warrants;

GloRes Securities Inc. - $10,500 cash and 70,000 finder's warrants;

Ventum Financial Corp. - $3,150.00 cash and 21,000 finder's warrants;

Cormark Securities Inc. - $1,837.50 cash and 12,250 finder's warrants;

Red Cloud Securities Inc. - $1,470.00 cash and 9,800 finder's warrants; and

Richardson Wealth Limited - $1,050.00 cash and 7,000 finder's warrants.

Each finder's warrant entitles the holder to acquire one Common Share at a price of $0.23 until June 27,

2027.

All securities issued pursuant to the First Tranche are subject to a statutory hold period expiring October

28, 2027, being the date that is four months and one day from the date of issuance.

Barksdale anticipates closing the second and final tranche of the Offering within the first two weeks of

July 2024. Completion of the Offering is subject to TSX Venture Exchange final acceptance.

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.

Related Party Participation in the Offering

Certain insiders of the Company participated in the First Tranche purchasing an aggregate of 383,450

Units - William Wulftange, Director of the Issuer, purchased 183,450 Units and Terri Anne Welyki, Vice

President of Corporate Communications, purchased 200,000 Units. The participation by insiders in the

Offering constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 -

Protection of Minority Security Holders in Special Transactions

("

MI 61-101

"). The Company is relying

on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101

contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities

purchased by insiders, nor the consideration for the securities paid by such insiders, will exceed 25% of

the Company's market capitalization. The Company did not file a material change report in respect of the

related party transaction at least 21 days before the closing of the First Tranche, which the Company

deems reasonable in the circumstances in order to complete the First Tranche in an expeditious

manner. The Offering has been unanimously approved by the Company's board of directors.

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 project in the Patagonia mining district of southern

Arizona, which hosts several significant porphyry copper deposits as well as the adjoining world-class

Hermosa carbonate-replacement lead-zinc-silver deposit which is under construction by a major mining

company.

ON BEHALF OF BARKSDALE RESOURCES CORP

Rick Trotman

President, CEO and Director

[email protected]

Terri Anne Welyki

Vice President of Communications

778-238-2333

[email protected]

For more information please phone 778-558-7145, email

[email protected]

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 STATEMENT REGARDING FORWARD-LOOKING INFORMATION: 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, statements relating to

closing of the second and final tranche of the Offering, completion of the Offering and TSX Venture

Exchange approval thereof, and the use of proceeds from 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. Such factors include, without

limitation, the ability to obtain necessary approvals, the ability to complete proposed exploration work,

the results of exploration, continued availability of capital, and changes in general economic, market

and business conditions. Readers should not place undue reliance on the forward-looking statements

and information contained in this news release concerning these items. Barksdale does not assume

any obligation to update the forward-looking statements of beliefs, opinions, projections, or other

factors, should they change, except as required by applicable securities laws.

// 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/214697