Barksdale Resources Closes Financing
Barksdale Resources Closes Financing
Vancouver, British Columbia--(Newsfile Corp. - 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
Terri Anne Welyki
Vice President of Communications
778-238-2333
For more information please phone 778-558-7145, email
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.
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/193688