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BRO.V ·

Barksdale Announces Replacement Convertible Debentures

Financings Debt & Credit Facilities

Barksdale Announces Replacement

Convertible Debentures

Vancouver, British Columbia--(Newsfile Corp. - January 13, 2025) - Barksdale Resources Corp. (TSXV:

BRO) (OTCQX: BRKCF) ("

Barksdale

" or the "

Company

") announces that it is seeking TSX Venture

Exchange ("

TSXV

") acceptance for an extension of the maturity date and a reduction of the conversion

price of the aggregate $1,500,000 principal amount of the secured convertible debentures

("

Debentures

") held by Delbrook Capital Advisors Inc. ("

Delbrook

") that were originally issued on

January 25, 2022.

Barksdale is also seeking TSXV acceptance to issue an aggregate of 8,000,000

detachable common share purchase warrants (the "

New Warrants

") to Delbrook as the previously

issued 2,777,777 common share purchase warrants held by Delbrook expired unexercised on

December 31, 2024.

The Debentures bear interest at a rate of 10% per annum and are convertible into common shares of the

Company (the "

Shares

"). The Company is seeking approval of the TSXV to, among other things, reduce

the conversion price of the Debentures from $0.55 to $0.18 pers Share and extend the maturity date to

December 31, 2025 (the "

Amendments

"). In connection with Delbrook agreeing to the Amendments,

the Company will also issue 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 $0.18 per Share until December

31, 2025.

Additionally, Delbrook and the Company have agreed, subject to the receipt of corporate and

regulatory approvals, including acceptance by the TSXV, to a securities-for-debt settlement (the

"

Interest Debt Settlement

"), pursuant to which the interest accrued under the Debentures in the

aggregate amount of $151,643.84 will be satisfied by the issuance of 1,045,819 units of the Company

(the "

Units

", and each, a "

Unit

") at a deemed price of $0.145 per Unit. Each Unit shall consist of one

Share and one-half of one Share purchase warrant (the "

Warrants

"), with each whole Warrant

entitling

the holder to acquire one additional Share at an exercise price of $0.18 per Share for a period of three

(3) years from the date of issuance.

Any subsequent interest accrued under the Debentures after

December 31, 2024 shall be payable in accordance with the terms and conditions of the Debentures

and the policies of the TSXV.

Delbrook has agreed to temporarily waive the payment obligations on the Debentures which were due

and payable on December 31, 2024 until January 17, 2025 in order to give the parties time to obtain the

requisite approval of the TSXV for the Amendments, the issuance of the New Warrants and the Interest

Debt Settlement and to enter into definitive documentation with respect to the Amendments. The

Debentures have a remaining principal amount of $1,500,000 and are not new funds to the Company.

All newly issued securities in connection with the above 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

Rick Trotman

President, CEO and Director

[email protected]

Terri Anne Welyki

Vice President of Communications

778-238-2333

[email protected]

For more information please phone 778-558-7145, email

[email protected]

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

Debentures, New Warrants, and Interest Debt Settlement, including the related securities, and the

requisite approvals in connection therewith, the satisfaction of the conditions to the waiver provided by

Delbrook, the timing and completion of the definitive documentation with respect to the 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. Such factors include, without limitation, the receipt of all requisite corporate and

regulatory approvals in connection with the Debentures, New Warrants, and Interest Debt Settlement,

including the ability of the Company to obtain acceptance of the foregoing by the TSXV. All forward-

looking statements contained in this news release is 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/236893