Barksdale Clarifies Amendment to Certain Outstanding Warrants Held by Delbrook Capital Funds

Rhea-AI Summary

Barksdale Resources (OTCQB: BRKCF) clarifies amendments to warrants held by Delbrook Capital Funds dated February 20, 2026. The company extended the expiry of 3,500,000 outstanding warrants from December 31, 2027 to December 31, 2028; 4,000,000 warrants were exercised in October 2025.

All other terms of the convertible debentures and warrants remain unchanged. The transaction is a related party matter under MI 61-101; the company relied on exemptions because the securities' fair market value does not exceed 25% of market capitalization.

NOTE: All finances in Canadian Dollars unless otherwise stated.

Vancouver, British Columbia--(Newsfile Corp. - February 20, 2026) - Barksdale Resources Corp. (TSXV: BRO) (OTCQB: BRKCF) (FSE: 2NZ) ("Barksdale" or the "Company") clarifies its news release dated January 20, 2026 (the "January News Release") that announced the completion of amendments, pursuant to an extension and amendment agreement (the "Extension and Amendment Agreement"), to the terms of its secured convertible debentures and associated warrants held by investment funds (the "Delbrook Capital Funds") managed by Delbrook Capital Advisors Inc. ("Delbrook") (the "Amendments").

In connection with the Amendments, the Company agreed to extend the expiry date of 7,500,000 common share purchase warrants (the "Warrants") previously issued to the Delbrook Capital Funds from December 31, 2027, to December 31, 2028.

The Company reports that, of the 7,500,000 Warrants originally issued, 4,000,000 Warrants were exercised in October 2025 prior to the execution of the Extension and Amendment Agreement. Accordingly, only 3,500,000 Warrants remain outstanding, and the expiry date of such 3,500,000 outstanding Warrants has been extended from December 31, 2027, to December 31, 2028 (the "Warrant Extension"). The January News Release referenced an extension of all 7,500,000 Warrants; however, only 3,500,000 outstanding Warrants shall be subject to the Warrant Extension.

Other than the Amendments and the Warrant Extension described above, all remaining material terms and conditions of the Convertible Debentures and the Warrants remain in full force and effect.

The foregoing transaction is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 and the TSX Venture Exchange as the fair market value of the securities does not exceed 25% of the Company's market capitalization.

About Barksdale Resources Corp.

At Barksdale, our mission is to drive long-term shareholder value through the strategic acquisition, exploration, and advancement of high-quality critical, base, and precious metal projects across the Americas.

We are focused on the metals essential to the global energy transition and modern infrastructure-particularly copper, zinc, and other critical minerals-at a time when secure, domestic and regional sources are more important than ever.

With a sharp focus on critical metals and a commitment to responsible growth, Barksdale is positioned to play a key role in meeting tomorrow's resource needs.

On Behalf of Barksdale Resources Corp.

William Wulftange
Chief Executive Officer and Director
info@barksdaleresources.com
604-398-5385

Ira M. Gostin
Investor Relations
604-398-5385 x3
ir@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 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/284744

FAQ

What did Barksdale (BRKCF) change about Delbrook warrants on February 20, 2026?

Barksdale extended the expiry of 3,500,000 outstanding warrants to December 31, 2028. According to the company, 4,000,000 of the original 7,500,000 warrants were exercised in October 2025, so only 3,500,000 remained subject to the extension.

How many Delbrook warrants remain outstanding after the October 2025 exercises for BRKCF?

There are 3,500,000 warrants remaining outstanding after October 2025 exercises. According to the company, 4,000,000 of the original 7,500,000 warrants were exercised before the extension agreement was executed.

What is the new expiry date for the outstanding Delbrook warrants held by BRKCF?

The outstanding Delbrook warrants now expire on December 31, 2028. According to the company, the expiry was extended from the prior date of December 31, 2027, for only the 3,500,000 warrants still outstanding.

Does the warrant extension change other terms of the convertible debentures for BRKCF?

No, other material terms and conditions of the convertible debentures and warrants remain in full force and effect. According to the company, only the expiry date of the outstanding warrants was extended.

Why was the transaction with Delbrook considered a related party transaction for BRKCF?

It is a related party transaction under MI 61-101 because the warrants and debentures are held by funds managed by Delbrook. According to the company, it relied on exemptions from valuation and minority approval requirements.

Did Barksdale say why it relied on MI 61-101 exemptions for the Delbrook transaction?

Yes; the company said it relied on exemptions because the fair market value of the securities does not exceed 25% of Barksdale's market capitalization. According to the company, that threshold allowed reliance on exemptions from formal valuation and approval.