Barksdale Completes Convertible Debenture Extension and Securites for Debt Transaction

Rhea-AI Summary

Barksdale Resources Corp (TSXV: BRO) (OTCQX: BRKCF) has received TSX Venture Exchange acceptance for extending its convertible debentures maturity date to December 31, 2025, and reducing the conversion price to $0.12 per common share. The debentures, held by Delbrook entities, have a remaining principal of $1,500,000.

The company issued 1,684,931 units to settle $151,644 of accrued interest, with each unit comprising one common share at $0.09 and half a warrant exercisable at $0.12 for three years. Additionally, Barksdale issued 8,000,000 share purchase warrants as an extension fee, exercisable at $0.12 until December 31, 2025. All securities are subject to a four-month hold period until June 15, 2025.

Positive

• Successfully extended debt maturity by one year, improving short-term financial flexibility
• Settled $151,644 of accrued interest through equity issuance instead of cash payment

Negative

• Dilutive impact from issuance of 1.68M units and 8M warrants
• Reduction in conversion price from previous level to $0.12, indicating potential future dilution
• Continued debt burden of $1.5M principal amount

Vancouver, British Columbia--(Newsfile Corp. - February 14, 2025) - Barksdale Resources Corp. (TSXV: BRO) (OTCQX: BRKCF) ("Barksdale" or the "Company") announces that further to its news release dated January 13 and February 4, 2025, the Company has now received TSX Venture Exchange acceptance in connection with the extension of the maturity date by one year until December 31, 2025 ("Debenture Extension") and the reduction of the conversion price to $0.12 per common share of the Company of the secured convertible debentures ("Debentures") held by Delbrook Resource Opportunities Fund and Delbrook Resource Opportunities Master Fund LP (together, the "Creditors"), and administered by Delbrook Capital Advisors Inc. The Debentures have a remaining principal amount of $1,500,000 and all other terms of the Debentures remain unchanged.

Incidental to the Debenture Extension, the Company issued 1,684,931 units of the Company to the Creditors (the "2025 Interest Units") in settlement of $151,644 of accrued interest payable on the Debentures. Each 2025 Interest Unit consists of one common share of Barksdale (each a "Common Share") having a deemed price of $0.09 per Common Share and one-half (½) of one share purchase warrant (each whole warrant, a "2025 Interest Warrant"). Each 2025 Interest Warrant entitles the holder to acquire one Common Share at a price of $0.12 for a period of three (3) years from the date of issuance. Any subsequent interest accrued under the Debentures after December 31, 2024, is payable in cash in accordance with the terms and conditions of the Debentures.

In exchange for extending the Debentures, the Company has also issued to the Creditors, as an extension fee, 8,000,000 share purchase warrants of the Company, exercisable into 8,000,000 Common Shares at a price of $0.12, for a period lasting up to December 31, 2025 ("2025 Extension Warrants").

All securities issued with respect to the 2025 Interest Units, 2025 Interest Warrants and 2025 Extension Warrants and underlying Common Shares are subject to a four month hold period expiring June 15, 2025.

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

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 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 Debenture Extension and securities for debt transaction 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/241092

FAQ

What is the new maturity date for Barksdale Resources (BRKCF) convertible debentures?

The convertible debentures have been extended to December 31, 2025.

What is the new conversion price for BRKCF's convertible debentures?

The conversion price has been reduced to $0.12 per common share.

How many warrants did BRKCF issue as an extension fee?

Barksdale issued 8,000,000 share purchase warrants exercisable at $0.12 until December 31, 2025.

How did BRKCF settle its accrued interest payment?

Barksdale issued 1,684,931 units to settle $151,644 of accrued interest, with each unit consisting of one common share at $0.09 and half a warrant exercisable at $0.12.

What is the remaining principal amount of BRKCF's convertible debentures?

The remaining principal amount of the convertible debentures is $1,500,000.