Mr. Rick Trotman reports

BARKSDALE ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING

Barksdale Resources Corp. has closed the second and final tranche of its previously announced non-brokered private placement offering of units of the company with the issuance of 14,674,683 units for gross proceeds of $2,201,202.45. The first tranche of the non-brokered private placement offering comprising 27,325,317 units for gross proceeds of $4,098,798 closed on June 27, 2024 (see news release dated June 27, 2024). The units sold in respect of the first tranche and final tranche, together, total 42 million for gross proceeds of $6.3-million.

Each unit consists of one common share of Barksdale and one common share purchase warrant, whereby each warrant entitles the holder to acquire one common share at a price of 23 cents for a period of three years from the date of issuance.

Proceeds of the offering will be used to finance exploration activities at the company's properties in Arizona, as well as for working capital and general corporate purposes. Pursuant to the closing of the offering, the company paid an aggregate of: (i) $199,516.60 in cash finders' fees and issued an aggregate of 1,330,111 finders' warrants to eligible finders in connection with the first tranche; and (ii) $64,396.49 in cash finders' fees and issued an aggregate of 429,309 finders' warrants to eligible finders in connection with the final tranche. The finders' fees in respect of the offering, therefore, total $263,913.09 and 1,759,420 finders' warrants. Each finder's warrant entitles the holder to acquire one common share at a price of 23 cents until June 27, 2027 (first tranche), or July 27, 2027 (final tranche).

All securities issued pursuant to the: (i) first tranche are subject to a statutory hold period expiring Oct. 28, 2027; and (ii) final tranche are subject to a statutory hold period expiring Nov. 27, 2027, each expiration date being the date that is four months and one day from the date of issuance. The offering remains subject to TSX Venture Exchange final acceptance.

Related-party participation in the offering

Certain insiders of the company participated in the offering. For details of insider participation in the first tranche, please see news release dated June 27, 2024. In connection with the final tranche, Crescat Portfolio Management LLC, an insider of the company, as it has ownership of, or control or direction over, directly or indirectly, securities of Barksdale carrying more than 10 per cent of the voting rights attached to all the company's outstanding voting securities, purchased 6,666,667 units. In addition, Rick Trotman, chief executive officer and director of Barksdale, purchased 118,317 units. The participation by insiders in the offering constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities purchased by insiders, nor the consideration for the securities paid by such insiders, will exceed 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the related-party transaction at least 21 days before the closing of either the first tranche or the final tranche, which the company deems reasonable in the circumstances to complete the offering in an expeditious manner. The offering was unanimously approved by the company's board of directors.

Barksdale, 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 project in the Patagonia mining district of southern Arizona, which hosts several significant porphyry copper deposits, as well as the adjoining world-class Hermosa carbonate-replacement lead-zinc-silver deposit, which is under construction by a major mining company.

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