Barksdale Provides Updated Replacement Convertible Debenture Terms

Rhea-AI Summary

Barksdale Resources Corp (TSXV: BRO) (OTCQX: BRKCF) has announced modified terms for its convertible debentures with Delbrook Capital Advisors. The key changes include:

- Extension of maturity date to December 31, 2025
- Reduction of conversion price to $0.12 per share
- Issuance of 8,000,000 new detachable warrants at $0.12 per share
- Continuation of 10% annual interest rate

The company will also settle accrued interest of $151,643.84 through the issuance of 1,684,932 units at $0.09 per unit. Each unit includes one share and half a warrant, with whole warrants exercisable at $0.12 for three years. All securities will have a four-month hold period and require TSX Venture Exchange approval.

Positive

• Interest rate remains competitive at 10% per annum
• Extension of maturity date provides additional financial flexibility
• Debt restructuring avoids immediate cash payment requirements

Negative

• Dilutive impact from potential conversion of debentures at reduced price of $0.12
• Additional dilution from issuance of 8,000,000 new warrants
• Further dilution from interest settlement through unit issuance

Vancouver, British Columbia--(Newsfile Corp. - February 4, 2025) - Barksdale Resources Corp. (TSXV: BRO) (OTCQX: BRKCF) ("Barksdale" or the "Company") announces, further to its news release of January 13, 2025, that it and lender Delbrook Capital Advisors Inc. ("Delbrook") have agreed to amended terms in connection with the 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 that were originally issued on January 25, 2022. In connection with the extension, the parties have also agreed to an extension fee of 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 replacement convertible debentures ("Replacement Debentures") will continue to bear interest at a rate of 10% per annum and be convertible into common shares of the Company ("Shares"). The Replacement Debentures will bear a reduced conversion price of $0.12 per Share and an extended maturity date of December 31, 2025 (the "Modifications"). The New Warrants to be issued to Delbrook in connection with the Modifications shall entitle the holder to acquire one Share at a price of $0.12 per Share until December 31, 2025.

Additionally, Delbrook and the Company have agreed to amended terms in respect of the 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 1,684,932 units of the Company (the "Units", and each, a "Unit") at a deemed price of $0.09 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 $0.12 per Share for a period of three (3) years from the date of issuance. Any subsequent interest accrued under the Replacement Debentures after December 31, 2024, shall be payable in accordance with the terms and conditions of the Replacement Debentures and the policies of the TSX Venture Exchange (the "TSXV").

The New Warrants and all securities to be issued in connection with Interest Debt Settlement will be subject to a four-month plus one day hold period in accordance with Canadian securities legislation and the policies of the TSXV. The transactions discussed herein concerning the Replacement Debentures, New Warrants, and Interest Debt Settlement remain subject to the receipt of corporate and regulatory approvals, including acceptance by the TSXV.

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
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 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 Replacement Debentures, New Warrants, the Modifications, and Interest Debt Settlement, including the related securities, and the requisite approvals in connection therewith 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 Replacement 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 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/239544

FAQ

What are the new conversion terms for BRKCF's debentures with Delbrook Capital?

The new conversion price is $0.12 per share, reduced from the previous terms, with an extended maturity date to December 31, 2025.

How much interest debt is BRKCF settling through unit issuance?

Barksdale is settling $151,643.84 in accrued interest through the issuance of 1,684,932 units at $0.09 per unit.

What are the terms of the new warrants issued by BRKCF to Delbrook?

The new warrants allow holders to acquire shares at $0.12 per share until December 31, 2025, with 8,000,000 warrants being issued.

How long is the hold period for the new securities issued by BRKCF?

All new securities issued will have a four-month plus one day hold period in accordance with Canadian securities legislation.