Barksdale Completes Amendments to Convertible Debentures and Warrants Held by Delbrook Capital Funds

Rhea-AI Summary

Barksdale Resources (OTCQB: BRKCF) completed TSX.V-approved amendments to convertible debentures and warrants held by Delbrook Capital Funds, extending maturities and lowering conversion/exercise prices.

Key changes: the $1,500,000 debentures conversion price reduced from $0.12 to $0.10 and maturity extended to Dec 31, 2028; associated 8,000,000 warrants exercise price reduced to $0.10 and expiry extended to Dec 31, 2028. The $3,000,000 debentures maturity was extended to Dec 31, 2028 and 7,500,000 associated warrants’ expiry extended to Dec 31, 2028. All debentures bear 10% annual interest and remain subject to a holder put right. The company issued 7,000,000 new warrants at $0.09 expiring Dec 31, 2028.

Positive

• Aggregate convertible debentures extended by 1 year to Dec 31, 2028
• Conversion/exercise prices reduced to $0.10 for existing debentures/warrants
• Issued 7,000,000 new warrants at $0.09 extending financing flexibility
• All debentures continue to bear 10% annual interest

Negative

• Potential dilution from lowered conversion/exercise prices (from $0.12 to $0.10)
• Additional dilution risk from 7,000,000 new warrants at $0.09
• Holder put right could require cash repurchase of up to the outstanding principal prior to maturity, creating near-term cash outflow risk

News Market Reaction

-5.50%

1 alert

-5.50% News Effect

On the day this news was published, BRKCF declined 5.50%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Company Issues New Warrants

NOTE: All finances in Canadian Dollars unless otherwise stated.

Vancouver, British Columbia--(Newsfile Corp. - January 20, 2026) - Barksdale Resources Corp. (TSXV: BRO) (OTCQB: BRKCF) (FSE: 2NZ) ("Barksdale" or the "Company") announces that it has received acceptance from the TSX Venture Exchange ("TSX.V") and has completed the previously announced amendments 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") (collectively, the "Amendments").

As a result of the Amendments: (i) the maturity date of the secured convertible debentures previously issued to the Delbrook Capital Funds in the aggregate principal amount of $1,500,000 (the "$1,500,000 Debentures") has been extended from December 31, 2027 to December 31, 2028, and the conversion price of the $1,500,000 Debentures has been reduced from $0.12 per common share of the Company (each, a "Share") to $0.10 per Share, (ii) the expiry date of the associated 8,000,000 detachable common share purchase warrants (the "8,000,000 Extension Warrants") previously issued to the Delbrook Capital Funds in connection with the issuance of the $1,500,000 Debentures has been extended from December 31, 2027 to December 31, 2028, and the exercise price of such warrants has been reduced from $0.12 per Share to $0.10 per Share; (iii) the maturity date of the secured convertible debentures in the aggregate principal amount of $3,000,000 (the "$3,000,000 Debentures" and collectively with the $1,500,000 Debentures, the "Convertible Debentures") has been extended from December 31, 2027 to December 31, 2028; and (iv) the expiry date of the associated 7,500,000 detachable common share purchase warrants (the "7,500,000 Extension Warrants" and collectively with the 8,000,000 Extension Warrants, the "Warrants") previously issued to the Delbrook Capital Funds in connection with the issuance of the $3,000,000 Debentures has been extended from December 31, 2027 to December 31, 2028.

All of the Convertible Debentures bear interest at a rate of 10% per annum and continue to be subject to a holder put right (the "Put Right"), allowing the holders thereof, at their sole discretion, on or after December 31, 2027, and prior to maturity, to require the Company, upon at least 20 days' written notice, to repurchase all or part of the outstanding principal amount of such debentures (the "Put Amount") on a specific date (the "Put Date"), together with all accrued and unpaid interest owing thereon. The expiry date of the Warrants shall, to the extent proportionate to the principal amount repaid by the Company to the Delbrook Capital Funds as a result of the exercise of the Put Right, be accelerated to the applicable Put Date. For greater certainty, if any applicable Put Amount and related accrued and unpaid interest is not repaid by the Company to the Delbrook Capital Funds on the applicable Put Date, then the expiry date in respect of only the pro rata number of the Warrants pertaining to the Put Amount actually repaid by the Company to the Delbrook Capital Funds on such Put Date shall be accelerated to the Put Date, and all remaining Warrants shall remain outstanding in accordance with their terms.

Further, in consideration for the Delbrook Capital Funds agreeing to the Amendments, the Company has issued an aggregate of 7,000,000 detachable common share purchase warrants (the "New Warrants") to the Delbrook Capital Funds. Each New Warrant entitles the holder to acquire one Share at a price of $0.09 per Share until December 31, 2028.

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

The New Warrants and the Shares issuable upon exercise thereof are subject to a four-month plus one day hold period in accordance with Canadian securities legislation.

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. www.BarksdaleResources.com

On Behalf of Barksdale Resources Corp.

William Wulftange
Chief Executive Officer and Director
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.

The transactions involving the Amendments and the New Warrants as related party transactions are allowable under MI 61-101 under the financial hardship requirements and are designed to improve the Company's financial position as determined by the Company's Board of Directors.

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 foregoing financing and 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. 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/280956

FAQ

What changes did Barksdale (BRKCF) make to its convertible debentures on January 20, 2026?

Barksdale extended the maturities to Dec 31, 2028, reduced the $1,500,000 debenture conversion price from $0.12 to $0.10, and left interest at 10%.

How many warrants did Barksdale (BRKCF) issue to Delbrook and at what price?

Barksdale issued an aggregate of 7,000,000 new detachable warrants exercisable at $0.09 until Dec 31, 2028.

What is the total principal amount of the convertible debentures affected for BRKCF?

The amendments affect convertible debentures with aggregate principal amounts of $1,500,000 and $3,000,000, totaling $4,500,000.

How could the Delbrook put right affect Barksdale (BRKCF) shareholders?

If exercised on or after Dec 31, 2027, the put right could force the company to repurchase debentures, accelerating warrant expiries proportionate to amounts repaid and potentially causing cash outflows or dilution.

When do the amended warrants and new warrants for BRKCF expire and are there holding restrictions?

All amended and new warrants expire on Dec 31, 2028, and shares from the new warrants are subject to a four-month plus one-day hold period under Canadian rules.