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Barksdale Resources Corp. (TSXV: BRO,OTC:BRKCF) (OTCQB: BRKCF) ("Barksdale" or, the "Company") announces that it is seeking TSX Venture Exchange ("TSXV") acceptance to amend the terms of its debentures and associated warrants held by investment funds managed by Delbrook Capital Advisors Inc. ("Delbrook") as follows: (i) extend the maturity date of the secured convertible debentures in the principal amount of CDN$1,500,000 (the "$1,500,000 Debentures") from December 31, 2027 to December 31, 2028, and reduce the conversion price from CDN$0.12 per Share to CDN$0.10 per Share, (ii) extend the expiry date of the associated 8,000,000 detachable common share purchase warrants (the "8,000,000 Extension Warrants") previously issued to Delbrook in connection with the $1,500,000 Debentures from December 31, 2027 to December 31, 2028, and reduce their exercise price from CDN$0.12 per Share to CDN$0.10 per Share; (iii) extend the maturity date of the secured convertible debentures in the principal amount of CDN$3,000,000 (the "$3,000,000 Debentures") from December 31, 2027 to December 31, 2028; and (iv) extend the expiry date of the associated 7,500,000 detachable common share purchase warrants (the "7,500,000 Extension Warrants") previously issued to Delbrook in connection with the $3,000,000 Debentures from December 31, 2027 to December 31, 2028 (collectively, the "Amendments").
The $1,500,000 Debentures bear interest at a rate of 10% per annum and are convertible into common shares of the Company (the "Shares"). The $3,000,000 Debentures bear interest at a rate of 10% per annum and are convertible into Shares.
The $1,500,000 Debentures and the $3,000,000 Debentures are subject to a holder put right, allowing Delbrook, at its sole discretion, on or after December 31, 2027, and prior to maturity, to require the Company, upon at least 20 days' written notice, to repurchase all or part of the outstanding principal amount of such debentures (the "Put Amount") on a specific date (the "Put Date"), together with all accrued and unpaid interest owing thereon. The expiry date of any detachable warrants issued in connection with the $1,500,000 Debentures and the $3,000,000 Debentures shall, to the extent proportionate to the principal amount repaid by the Company to Delbrook, be accelerated to the applicable Put Date. For greater certainty, if any applicable Put Amount and related accrued and unpaid interest is not repaid by the Company to Delbrook on the applicable Put Date, then the expiry date in respect of only the pro rata number of the detachable warrants pertaining to the Put Amount actually repaid by the Company to Delbrook on such Put Date shall be accelerated to the Put Date, and all remaining detachable warrants shall remain outstanding in accordance with their original terms.
In consideration for Delbrook agreeing to the Amendments, Barksdale is also seeking TSXV acceptance to issue an aggregate of 7,000,000 detachable common share purchase warrants (the "New Warrants") to Delbrook in connection with the Amendments. Each New Warrant shall entitle the holder to acquire one Share at a price of $0.09 per Share until December 31, 2028.
Other than the Amendments described above, all remaining material terms and conditions of the $1,500,000 Debentures and the associated 8,000,000 Extension Warrants, and the $3,000,000 Debentures and the associated 7,500,000 Extension Warrants continue to remain in full force and effect.
The Amendments and all securities issued with respect to the above are subject to prior acceptance of the TSXV and such securities issued will be subject to a four-month plus one day hold period in accordance with Canadian securities legislation.
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.
ON BEHALF OF Barksdale Resources Corp.
William Wulftange
Chief Executive Officer and Director
For more information, please phone 778-558-7145, 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 STATEMENTS: This news release contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. All statements, other than statements of historical fact, included herein, without limitation, statements relating to the foregoing financing and amendments are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Barksdale, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the Company has made assumptions and estimates based on or related to many of these factors. All forward-looking statements contained in this news release are qualified by these cautionary statements and those in the Company's continuous disclosure filings available on SEDAR+ at www.sedarplus.ca. Readers should not place undue reliance on the forward-looking statements contained in this news release concerning these items. Barksdale does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279787
