/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
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.