Mr. William Wulftange reports

BARKSDALE CLOSES THE CONVERTIBLE DEBENTURES OFFERING AND EXTENDED MATURITY DATE OF EXISTING CONVERTIBLE DEBENTURES AND WARRANTS

Barksdale Resources Corp. has closed the previously announced (see news release dated April 14, 2025) private placement offering of secured convertible debentures in the principal amount of $3-million, maturing Dec. 31, 2027, subject to the holder put right described below, for gross proceeds of $3-million, to investment funds managed by Delbrook Capital Advisors Inc. Concurrent with the new debenture offering, the company also extended the maturity date of its existing secured convertible debentures in the principal amount of $1.5-million and the expiry date of an associated eight million detachable share purchase warrants previously issued to Delbrook in connection with the existing debentures from Dec. 31, 2025, to Dec. 31, 2027. Additional details are set out in this news release.

The new debentures are convertible into common shares at a conversion price of 12 cents per share, bear interest a rate of 10 per cent per annum, and are supported by general security and share pledges from Barksdale and certain subsidiaries, and secured guarantees from certain of Barksdale's direct and indirect subsidiaries, including the entity that holds a membership interest in the joint venture limited liability company for the Sunnyside project. The new debentures will come due on Dec. 31, 2027, subject to Delbrook's option to require the company, upon at least 20 days of notice at any time on or after Dec. 31, 2026, to repurchase all or any portion of the new debentures, in which case the company must pay back the amount requested plus any interest owed up to the put date. If only a portion of the new debentures is repurchased by the company, the company will issue a new debenture for the balance of the principal amount. The put date will be deemed to be the last date for conversion and maturity date of the applicable put amount, with the conversion rate being 12 cents per common share.

In consideration for the new debentures, the company has issued 7.5 million detachable share purchase warrants to Delbrook, with each detachable warrant entitling the holder to acquire one common share of the company at an exercise price of 12 cents per common share until Dec. 31, 2027, provided that, if Delbrook exercises the holder put right under the new debentures and the company repays to Delbrook the applicable put amount, the expiry date for a pro rata portion of the warrants corresponding with the portion of the new debentures put to and repaid by the company will accelerate to the date that is the later of the applicable put date and the 30th day of that put date.

The existing debentures shall be subject to the same holder put right as with the new debentures described above and the extension warrants shall be subject to the same warrant put right acceleration as with the new warrants.

William Wulftange, chief executive officer of Barksdale, commented, "Thanks to Delbrook Capital Advisors' unwavering support, Barksdale Resources can now focus on completing the earn-in process with Regal Resources, plan the exploration program to extend and define the Taylor and Peake deposits onto the Sunnyside property, and even discover new deposits unique to the Sunnyside property."

Barksdale is required to use the proceeds of the new debentures to satisfy all payments and requirements necessary for the company to achieve and maintain a 51-per-cent interest in the Arizona Standard LLC joint venture and its Sunnyside assets in Arizona, and to satisfy additional earn-in requirements, and for exploration expenditures and working capital. Further, of the net proceeds, $1-million will be used for further earn-in requirements and for exploration expenditures after Barksdale has earned its 51-per-cent interest.

In consideration of the extensions, the security granted for the existing debentures has been amended to align with that of the new debentures, with both the existing debentures and new debentures ranking pari passu as senior secured obligations of the company.

The company has paid a finder's fee of 1.2 million common shares with a deemed price of 12 cents per common share to Medalist Capital Advisors Inc. in connection with the foregoing financing.

The new debentures and the new warrants, and all underlying common share issuable upon the exercise thereof, as well as the finder's fee shares, 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.

Barksdale 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.