Barksdale Announces Upsizing of Private Placement Financing

Vancouver, British Columbia--(Newsfile Corp. - June 11, 2024) - Barksdale Resources Corp. (TSXV: BRO) ("Barksdale" or the "Company") is pleased to announce an increase in the previously announced non-brokered private placement financing of 26,666,667 units (see news release dated June 5, 2024) to 37,500,000 units (the "Units") at a price of $0.15 per Unit for gross proceeds to the Company of $5,625,000 (the "Offering") due to significant demand.

The remainder of the terms of the Offering are unchanged. Each Unit will consist of one common share of Barksdale (a "Common Share") and one Common Share purchase warrant (a "Warrant"), whereby each Warrant shall entitle the holder to acquire one Common Share at a price of $0.23 for a period of three years from the date of issuance.

The 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. Closing is expected to occur on or about June 25, 2024. All securities issued by Barksdale will be subject to a minimum hold period of four months and one day from the date of issuance and completion of the Offering is subject to customary closing conditions, including acceptance of the TSX Venture Exchange (the "Exchange"). Finder's fees may be applicable to the Offering.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States.

Related Party Participation in the Offering

Certain insiders of the Company expect to participate in the Offering. 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 ("MI 61-101"). 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% of the Company's market capitalization. The Company expects that closing of the Offering will occur within 21 days of this announcement and that it will not file a material change report in respect of the related party transaction at least 21 days before the closing. The Company deems this circumstance reasonable in order to complete the Offering in an expeditious manner. The Offering has been unanimously approved by the Company's board of directors. Further information regarding the interest in the Offering of every related party and the effect that the Offering will have on their percentage of securities of the Company will be provided once finalized.

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 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.

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 778-558-7145, email info@barksdaleresources.com or visit www.BarksdaleResources.com.

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 STATEMENT REGARDING FORWARD-LOOKING INFORMATION: 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 closing of the Offering, Exchange approval thereof, the participation of certain shareholders, the use of proceeds with respect to the Offering, and the potential of the Company's Sunnyside project in Arizona 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. Such factors include, without limitation, the ability to obtain necessary approvals, the ability to complete proposed exploration work, the results of exploration, continued availability of capital, and changes in general economic, market and business conditions. Readers should not place undue reliance on the forward-looking statements and information 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.

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