Vancouver, British Columbia--(Newsfile Corp. - January 12, 2024) - Barksdale Resources Corp. (TSXV: BRO) (OTCQX: BRKCF) ("Barksdale" or the "Company") announces that it has filed a further amended and restated copy of the offering document (the "Offering Document") related to the Company's private placement originally announced December 20, 2023 in respect of its offering of common share units in the capital of the Company (each, a "Unit") at a price of $0.40 per Unit (the "Offering"), which was conditionally approved by the TSX Venture Exchange on January 5, 2024.
The Offering Document has been updated to include material information with respect to the Company closing a first tranche of the Offering, which took place on both a brokered basis (the "Brokered Offering") through Cormark Securities Inc. (the "Agent") and on a non-brokered basis, with Canaccord Genuity Corp (the "Non-Brokered Offering"). Please see news release dated January 9, 2024. The closing of a second tranche of the Non-Brokered Offering is scheduled to occur in the next week, or on such date as may be determined by the Issuer and investors, provided that in no event shall the closing be later than the 45th day following the date that the initial news release announcing the Offering was disseminated.
The Offering Document was also updated to include material information with respect to updated news regarding receipt of TSX Venture Exchange acceptance in connection with the extension of the maturity date of the secured convertible debentures ("Debentures") held by two funds administered by Delbrook Capital Advisors Inc., by one year until December 31, 2024 ("Debenture Extension"). Please see news release dated January 10, 2024.
An amended and restated copy of the Offering Document is accessible 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.
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.
FOR ADDITIONAL INFORMATION
President, CEO and Director
Terri Anne Welyki
Vice President of Communications
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.
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