18:09:19 EDT Tue 22 Sep 2026
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Barksdale Resources Corp
Symbol BRO
Shares Issued 234,867,510
Close 2026-09-22 C$ 0.28
Market Cap C$ 65,762,903
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Barksdale to raise $14-million, names Stewart as CEO

2026-09-22 16:53 ET - News Release

Mr. Chris Stewart reports

BARKSDALE ANNOUNCES C$14.0 MILLION PRIVATE PLACEMENT, APPOINTS GEORGE OGILVIE AS CHAIRMAN, PROPOSES DAVID LOTAN AS DIRECTOR NOMINEE, APPOINTS CHRIS STEWART AS PRESIDENT AND CHIEF EXECUTIVE OFFICER AND DAVID BIRCH AS CHIEF FINANCIAL OFFICER

Barksdale Resources Corp. has made a series of transformational changes to enhance the value of its 67.5-per-cent-owned Sunnyside project located in the Patagonia mining district of Southern Arizona. The recently completed 2026 drill program confirmed that porphyry style Cu-Mo (copper-molybdenum) mineralization occurs across a large area in the northeast portion of the Sunnyside property. The company has announced a $14.0-million private placement to follow-up on the discovery of the high-grade copper mineralization previously reported.

The company's board of directors is pleased to announce the appointment of George Ogilvie as the company's new chairman and Chris Stewart as the company's new president and chief executive officer, and to announce that the company has come to an agreement with Delbrook Capital Advisors to settle its $4.5-million convertible debenture.

Further the company is proposing at its annual general and special meeting expected to be held in mid-November, 2026, to change the name of the company to Arizona Standard Copper Inc., and to put forward David Lotan and Travis Snider for nomination for election as directors of the company at the upcoming annual general and special meeting.

In addition, the company is proposing to consolidate its common shares in the capital of the company on a 10-for-1 basis, subject to final determination and approval by the board as permitted under its articles and any other required regulatory approvals.

"The Patagonia district has produced copper for more than a century. Barksdale's Sunnyside property abuts South32's new Hermosa project which is currently under construction," said George Ogilvie, chairman of Barksdale. "The 2026 drill program confirmed porphyry copper-molybdenum mineralization across a large area at Sunnyside, and the high-grade structures around the historic mines are largely untested at depth. That combination is what drew me to the project. I am investing alongside new management and shareholders, and together with Chris and the team we intend to explore the district and unlock the potential in this region."

"I am excited to join the Barksdale team and to be working with George again. The company's land position in Arizona is impressive and the 2026 drill program indicated that the porphyry system at Sunnyside is large. To unlock the full potential of this deposit, we need to better understand its geometry and controlling structures to improve our drill targeting. Our next drill program will utilize diamond core drilling which will provide us with this critical information," said Chris Stewart, president and chief executive officer. "We will be integrating the historic data with this past year's drill results, applying modern AI and ML technology, geophysics and geological modelling across the district, and drilling with a clear technical purpose behind every hole," added Mr. Stewart. "Permitting is a key component of our work programs and to advancing the Sunnyside project overall. To assist us in this regard, we are proposing to add Travis Snider to our board as he successfully led the permitting process for George at Arizona Sonoran. sharing his knowledge and experience in obtaining mine permits in Arizona will be of great benefit to the company."

"Today's announcement gives the company both the capital to follow up on that initial discovery and the leadership to advance it. The conversion of the debenture eliminates all significant debt from the balance sheet and returns the Sunnyside collateral strengthening the company's balance sheet," said Darren Blasutti, outgoing chairman. "George's decision to lead this financing with his own capital speaks to the quality of the asset. George and Chris have each built, operated and sold successful mining companies, and they have worked together several times in the past, most recently at Kirkland Lake Gold where they had tremendous success turning that company around," said Mr. Blasutti. "On behalf of the board, I would like to thank Quinton Hennigh who volunteered to step down from the board to bring George on and to thank him and William Wulftange for advancing our properties to this point. Barksdale is entering its most important phase, and the company is well positioned for it."

Private placement

The company intends to raise up to $14.0-million on a non-brokered, private placement basis consisting of up to approximately 77,777,777 common share units in the capital of the company at a price of 18 cents per unit for gross proceeds of up to approximately of $14.0-million. The offering is led by George Ogilvie, the new chair of the company. In connection with the offering, Crescat Portfolio Management LLC has a participation right to subscribe for units on the same terms as the offering in order to maintain its pro-rata ownership in the company for as long as it owns more than 2 per cent of the outstanding common shares. Each unit will comprise one common share and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at an exercise price of 30 cents per share for a period of two years following the closing of the offering.

The company expects to use the proceeds to implement a diamond core drilling program starting later this fall with a phased 16,000 m drill program including an initial 8,000 m program to directly follow up on the results of the RC (reverse circulation) drill program to define an initial mineral resource on its 67.5-per-cent-owned Sunnyside porphyry deposit. The program will also test the area to the west around the historic Sunnyside, Volcano and Thunder Mines that historically mined copper on the property and believed to contain high-grade mineralized structures that extend to depth in the Sunnyside porphyry. The company will also complete a ZTEM study on Sunnyside and 100-per-cent-owned surrounding deposits.

Closing of the offering is subject to certain conditions including, but not limited to, the company raising minimum gross proceeds of $12.6-million from the offering and any proceeds from exercise of Crescat's participation right, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the satisfaction or waiver of the conditions to closing of the debt settlement (defined below) (other than the completion of the offering).

Debt settlement transaction

Barksdale is also pleased to announce that it intends to issue 40 million common shares and 5,208,333 units (on the same terms as under the offering) to Delbrook Resource Opportunities Master Fund LP and Delbrook Resource Opportunities Fund, in settlement of $5,437,500 of principal, accrued interest and additional rights of the credits under the outstanding convertible debentures. Principal will be settled at a deemed price of 10 cents and 12 cents per settlement share, as set out in the applicable convertible debenture, and the accrued interest and additional rights will be settled at a deemed price of 18 cents per settlement unit. Any warrants that underly the settlement units that are issued to the creditors will include a conversion blocker that will prevent the creditors from becoming a control person of the company.

On closing of the debt settlement, the convertible debentures will be settled in full, including among other things, the put option under the convertible debentures will be extinguished and the company shall be released from all security agreements in favour of the creditors.

Delbrook Capital Advisors, a company that controls both creditors, is expected to control more than 10 per cent of the common shares of the company upon issuance of the settlement shares and settlement units.

The issuance of the settlement shares and settlement units to the creditors remains subject to the final approval of the TSX-V. All securities issued are subject to a four-month hold period, which expires on the date that is four months and one day from the date of issue.

Closing of the debt settlement is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX-V and closing of the offering.

Appointment of new president and chief executive officer

Barksdale is also pleased to announce the appointment of Chris Stewart as its new president and CEO, effective Sept. 21, 2026.

William Wulftange, the outgoing CEO, will stay on the management team until Dec. 31, 2026, to manage the transition and will maintain his position on the board.

Board appoints new chair and proposes new lead director and additional director candidate

The board has appointed Mr. Ogilvie as the company's newest board member and chairman and proposes to nominate each of Mr. Lotan and Mr. Snider, who have extensive permitting experience in Arizona gained with working for Arizona Sonoran, for election as a director of the company at the company's annual general and special meeting expected to be held in mid-November, 2026. If elected, Mr. Lotan will be appointed as the company's lead director.

Mr. Ogilvie's appointment is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX-V.

Appointment of new CFO

Barksdale is also pleased to announce the appointment of David Birch as its new chief financial officer, effective Sept. 21, 2026.

Proposed name change and share consolidation

The company also announces a proposed change of its name to Arizona Standard Copper Inc., or a similar name. In addition, the board, as permitted under the Business Corporation Act (British Columbia) and the company's articles, intends to approve a consolidation of the common shares at a ratio of 10 preconsolidation common shares to one postconsolidation common share, subject to TSX-V approval and other necessary filings. The company currently has 234,867,510 common shares issued and outstanding, not including common shares to be issued pursuant to the offering (including the exercise of Crescat's participation right, if any) and debt settlement. Upon completion of the consolidation, the company will have approximately 23,486,751 common shares issued and outstanding, not including common shares to be issued pursuant to the offering (including the exercise of Crescat's participation right, if any) and debt settlement. Some slight variance is expected due to fractional rounding. Fractional shares will be rounded down to the nearest whole number with no additional consideration. All outstanding warrants and incentive stock options will be adjusted to increase their exercise price by a factor of 10 and to reduce the number of common shares issued upon exercise by dividing by 10. Other awards under the company's omnibus share incentive plan, including share units and deferred share units, will also be appropriately adjusted. The consolidation is part of the company's strategy to improve its structure to better align for new capital investment.

The consolidation remains subject to the approval and acceptance of the TSX-V and the name change remains subject to both TSX-V and shareholder approvals. The company will seek approval for the name change from its shareholders at its upcoming annual general and special meeting expected to be held in mid-November, 2026.

Advisers

Stifel Nicolaus Canada Inc., Canaccord Genuity Corp. and Haywood Securities Inc. acted as advisers to the company.

Executive, director and director nominee bios

Mr. Ogilvie is a mining executive with 36-plus years of management, operating and technical experience. He is currently president and CEO of Hercules Metals Corp., advancing the 100-per-cent-owned Hercules copper project in western Idaho. Previously, as president and CEO of Arizona Sonoran Copper Company, he redeveloped the Cactus project into a greater than 10-billion-pound copper resource with a greater than 20-year mine life, advanced permitting and raised over $300-million; Cactus was sold to Hudbay Minerals in June, 2026, at a 30-per-cent premium ($2.0-billion implied equity value). As president and CEO of Battle North (2016 to 2021), he led a turnaround that grew resources to approximately 1.3 million ounces Au, derisked the project, delivered a feasibility study with a 50-per-cent posttax IRR (internal rate of return) and secured over $100-million for construction; Battle North was acquired by Evolution Mining in May, 2021, at a 45-per-cent premium. Earlier, as president and CEO of Kirkland Lake Gold, he improved Macassa mine operations and acquired St. Andrew Goldfields, generating significant shareholder returns. Mr. Ogilvie received his BSc (honours) in mining and petroleum engineering from Strathclyde University in Glasgow, Scotland. He is a professional engineer and holds his mine managers certificate (South Africa).

Mr. Stewart is a mining executive with 34-plus years of management, operational and technical experience in the mining industry. Mr. Stewart began his career working for DMC Mining where he built, expanded and operated various mine operations across North America. He has worked with several mining companies in senior leadership roles including president and CEO for Treasury Metals and Liberty Mines. He was also the president and chief operating officer for McEwen Mining which had operations in Canada, United States, Mexico and Argentina; vice-president of operations for Kirkland Lake Gold where he led the impressive operational turnaround of the Macassa mine and integration of the St. Andrew Goldfields operations. Mr. Stewart was most recently the general manager of the Hemlo mine for Barrick Gold Corp. and then Hemlo Mining Company. Mr. Stewart received his BSc in mining engineering from Queen's University in Kingston, Ont. He is a licensed professional engineer in the province of Ontario.

Mr. Lotan is a strategic resource investor and was non-executive chairman of both Aurion Resources (acquired by Agnico Eagle Mines) and Fox River Resources (acquired by Avenir Minerals Ltd). Mr. Lotan is the president of LHI an investment company focused on natural resource opportunities. He is currently on the board of Chibougamau Independent Mines Inc. In his previous career Mr. Lotan was the founder and CEO of the structured finance operations of Polar Capital -- a Canadian merchant bank and alternative asset manager, acted as a portfolio manager for the Ontario Teachers' Pension Plan, and was a risk management consultant with PricewaterhouseCoopers focused on commodities and rates. Mr. Lotan is a chartered accountant and CPA.

Mr. Birch is an accomplished CFO and board director with 25-plus years of leadership experience in high-growth consumer brands and public companies, including mining. Most recently, he was CFO of Steam Whistle Brewing and a director at Beau's All Natural Brewing Company. Previously, he served as CFO of Carlsberg Group Canada and held senior finance roles at Waterloo Brewing Ltd., overseeing investor relations, banking and enterprise-wide finance, IT, and administration. His brewing and beverage career includes a 15-year tenure with AB InBev and Labatt Breweries of North America, progressing from controller to vice-president across Canada and the U.S. He also served as CFO of Liberty Mines Inc., a nickel producer in Timmins, Ont., where he strengthened internal controls, introduced zero-based budgeting and significantly reduced audit costs while enhancing service levels.

Mr. Snider is an accomplished executive with over 30 years of experience, bridging the gap between natural resource development and environmental stewardship. Mr. Snider is a sixth-generation Arizonian and miner. He currently serves as the vice-president of sustainability and external relations at Hercules Metal Corp. and was the past VP of sustainability and external relations at Arizona Sonoran Copper Company. Throughout his career, Mr. Snider has successfully overseen major corporate sustainability programs, complex permitting initiatives and strategic land packages across North America. A recognized expert in mining operations and regulatory compliance, he holds a BS in environmental chemistry from Arizona State University alongside ISO 14001 and MSHA certifications. Mr. Snider is a past board member and chairman of the Lands Committee for the Arizona Mining Association, reflecting his lifelong commitment to advancing sustainable practices and regional economic growth within the sector.

Grant of options

The company also announces that the board has approved the grant of an aggregate of six million stock options to certain consultants, officers and directors of the company pursuant to the company's omnibus incentive plan.

Each option will be exercisable for up to 10 years at an exercise price per share set with reference to the closing price on the TSX-V on Sept. 22, 2026, and shall vest annually in one-third increments starting on the grant date, with the options being fully vested upon the second anniversary.

About Barksdale Resources Corp.

Barksdale Resources, 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 67.5-per-cent-owned Sunnyside copper-zinc-lead-silver and 100-per-cent-owned 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.

We seek Safe Harbor.

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