Mr. Rick Trotman reports

BARKSDALE PROVIDES UPDATED REPLACEMENT CONVERTIBLE DEBENTURE TERMS

Further to Barksdale Resources Corp.'s news release of Jan. 13, 2025, the company and lender Delbrook Capital Advisors Inc. have agreed to amended terms in connection with the extension of the maturity date and a reduction of the conversion price of the aggregate $1.5-million principal amount of the secured convertible debentures held by Delbrook that were originally issued on Jan. 25, 2022. In connection with the extension, the parties have also agreed to an extension fee of an aggregate of eight million 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 Dec. 31, 2024.

The replacement convertible debentures will continue to bear interest at a rate of 10 per cent per annum and be convertible into common shares of the company. The replacement debentures will bear a reduced conversion price of 12 cents per share and an extended maturity date of Dec. 31, 2025. 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 12 cents per share until Dec. 31, 2025.

Additionally, Delbrook and the company have agreed to amended terms in respect of the securities-for-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 at a deemed price of nine cents per unit. Each unit shall consist of one share and one-half of one share purchase warrant, with each whole warrant entitling the holder to acquire one additional share at an exercise price of 12 cents per share for a period of three years from the date of issuance. Any subsequent interest accrued under the replacement debentures after Dec. 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 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 TSX-V. 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 TSX-V.

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.

We seek Safe Harbor.