Barksdale Announces Financing and Extension of Financial Instruments

Vancouver, British Columbia--(Newsfile Corp. - September 6, 2022) - Barksdale Resources Corp. (TSXV: BRO) (OTCQX: BRKCF) ("Barksdale" or the "Company") announces that it intends to conduct a non-brokered private placement financing of 4,166,666 units (the "Units") at a price of $0.48 per Unit for gross proceeds to the Company of $2,000,000 (the "Offering"). Each Unit will consist of one common share of Barksdale (each a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder to acquire one Common Share at a price of $0.72 for a period of three years from the date of issuance. Crescat Capital LLC ("Crescat"), a significant shareholder of the Company, has committed $1,000,000 to the financing. In connection with the Offering, Barksdale has agreed to grant Crescat an equity participation right to maintain its pro-rata ownership in the Company for as long as it owns more than 2% of the outstanding common shares of Barksdale.

The proceeds of the Offering will be used to finance exploration activities at the Company's properties in Arizona and Mexico, as well as for working capital and general corporate purposes. Closing of the Offering is expected to occur on or about September 14, 2022 and will be subject to increase in the event Teck Resources Ltd. elects to exercise its equity participation rights in the Offering (see news release dated June 11, 2019). All securities issued by Barksdale will be subject to a minimum hold period of four months and one day and completion of the Offering is subject to customary closing conditions, including acceptance of the TSX Venture Exchange ("Exchange").

Rick Trotman, Barksdale's President and CEO, states, "As we near the end of our permitting endeavors in Arizona, we are very excited that our key shareholders have made the decision to increase their exposure to Barksdale. The next few months should be particularly exciting for the Company, which is why we've petitioned the Exchange to extend the soon to be expiring warrants until early next year to give our valued shareholders additional time to benefit from their patience and loyalty."

Extension of Warrants

The Company also proposes to extend by a further four (4) months, the expiry date of a total of 7,597,836 share purchase warrants, issued September 29, 2020 and 690,790 share purchase warrants issued October 1, 2020 (collectively, the "2020 Warrants") in connection with a non-brokered private placement. These aggregate 8,288,826 2020 Warrants are exercisable into 8,288,826 common shares and remain at an exercise price of $0.55 per share. The application to extend the expiry date on the 2020 Warrants is subject to the Exchange's acceptance, and the Company makes no assurances that the required acceptance for the extension of the term of the 2020 Warrants will be granted.

Convertible Debenture Extension

The Company has agreed to extend the maturity date of the secured convertible debenture ("Debentures") held by Delbrook Capital Advisors Inc. (see new release dated February 2022) by one year until December 31, 2023 and the conversion price has been increased to $0.55 per share from $0.45 per share. The Debentures have a remaining principal amount of $1,500,000 and all other terms of the Debentures remain unchanged.

Additionally, Delbrook and the Company have agreed to a debt for equity plan whereby $110,000 of accrued interest will be exchanged for Units at the same terms of the Offering. In exchange for extending the Debentures, the Company has agreed to an extension fee of 1,200,000 common share purchase warrants, exercisable at a price of $0.72 for a period of three years from date of issuance ("Extension Warrants"). The Debenture extension, extension fee, debt for equity plan, and increased conversion price are all subject to approval of the Exchange.

Barksdale Resources Corp. 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.

ON BEHALF OF BARKSDALE RESOURCES CORP
Rick Trotman
President, CEO and Director
Rick@barksdaleresources.com

Terri Anne Welyki
Vice President of Communications
778-238-2333
TerriAnne@barksdaleresources.com

For more information please phone 778-238-2333, email info@barksdaleresources.com or visit www.BarksdaleResources.com.

Neither the 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 news release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes "forward-looking information" under applicable securities legislation including, but not limited to, the ability of Barksdale to complete the full amount of the proposed Offering, the proposed use of proceeds from the Offering and receipt of regulatory approvals to the extension of warrants, extension of the Debenture with Delbrook, increased conversion price, debt for equity plan, or extension fee. Such forward-looking information reflects management's current beliefs and is based on a number of estimates and assumptions made by and information currently available to the Company that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Readers are cautioned that such forward-looking information is neither a promise nor guarantee, and is subject to known and unknown risks and uncertainties including, but not limited to, delays in obtaining governmental or third party approvals and permits, actual results of exploration activities, unanticipated geologic formations, structures and characteristics, environmental risks, future prices of base and other metals, operating risks, accidents, labor issues, and other risks in the mining industry as well as general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets and lack of available capital. There are no assurances that the Company will obtain the necessary permits for and successfully complete the proposed technical and drill program at San Javier as currently contemplated or at all. In addition, there is uncertainty about the spread of COVID-19 and variants of concern and the impact they will have on the Company's operations, supply chains, ability to access mineral properties, conduct due diligence or procure equipment, contractors and other personnel on a timely basis or at all and economic activity in general. All forward-looking information contained in this news release is qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. 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/136026

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