Barksdale Resources Announces "Best Efforts" Private Placement of a minimum of $2.0 million of Units

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VANCOUVER, BC, Dec. 20, 2023 /CNW/ - Barksdale Resources Corp. (TSXV: BRO) (OTCQX: BRKCF) (the "Company") is pleased to announce that it has entered into an agreement pursuant to which Cormark Securities Inc., as sole Agent (the "Agent"), has agreed to sell, on a "best efforts" private placement basis, a minimum of approximately 5,000,000 common shares units in the capital of the Company (the "Units") at a price of $0.40 per Unit (the "Issue Price") for gross proceeds of $2.0 million (the "Offering").

Each 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, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company at an exercise price of $0.60 for a period of three (3) years following the closing of the Offering.

In connection with the offering, the Company shall pay a cash commission and broker warrants exercisable at the Issue Price for a term of three (3) years.

The net proceeds of the Offering will be used for property maintenance payments, trade payables and for general corporate purposes.

The Offering is expected to close on or about December 29, 2023, or such other date as the Company and the Agent may agree and 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 will be 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.

There is an offering document related to the Offering that can be accessed 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.

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. 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.

SOURCE Barksdale Resources Corp.

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