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File: BRS News Release announcingclosing of settlement agreement with Double Black Diamond.docx

BRS RESOURCES ANNOUNCES SETTLEMENT OF CONVERTIBLE NOTE
DALLAS, TEXAS - March 31, 2015: BRS Resources Ltd. (the "Company") (TSX.V: BRS) today announces that, further to its n
--->ews release of March 27, 2015, it has completed the settlement of the senior secured convertible note dated March 31, 
--->2014 (the "Note") in the principal amount of $2,126,825 issued by the Company to Double Black Diamond L.P. (the "Holde
--->r"). As of the settlement date of March 31, 2015, the total principal amount outstanding under the Note, together with
---> accrued interest thereon, was $2,420,396 (the "Indebtedness"). On March 31, 2015, in settlement of the Indebtedness, 
--->the Company issued the Holder 69,154,170 common shares in the capital of the Company (each, a "Share"), at a deemed is
--->sue price of $0.035 per Share (the "Debt Settlement"). 
Certain affiliates of the Holder are the owners of 20,000,000 Shares, which, pre-transaction, represented approximatel
--->y 37.9% of the outstanding Shares on an undiluted basis. As such, the Debt Settlement was a "related party transaction
--->" as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61
--->-101"). As a result of the completion of the Debt Settlement, the Holder and its affiliates own an aggregate of 89,154
--->,170 Shares, representing approximately 73.1% of the outstanding Shares.
Pursuant to the requirements of MI 61-101, issuers are required to obtain minority shareholder approval for related pa
--->rty transactions, unless an exemption is available. The disinterested directors of the Company determined that it was 
--->appropriate to rely on the financial hardship exemption set out in MI 61-101 on the basis that: (i) the Company was in
---> serious financial difficulty, (ii) the Debt Settlement was designed to improve the financial position of the Company,
---> and (iii) all of the independent directors of the Company determined that the terms of the Debt Settlement were reaso
--->nable in the circumstances of the Company.
The disinterested directors made this determination on the basis that the Note was secured by all of the assets of the
---> Company, and the Holder had notified the Company that it intended to enforce its security if the Note was not repaid 
--->by its maturity date of March 31, 2015. The Company investigated alternative sources of financing through which to rep
--->ay the Note and determined that any alternative debt or equity financing would only be available to the Company on les
--->s advantageous terms than the Debt Settlement.  
ABOUT BRS RESOURCES
BRS Resources Ltd. is listed on the TSX Venture Exchange under the symbol BRS. The Company is an independent internati
--->onal oil and gas company focused on the development and production of oil and natural gas reserves.
ON BEHALF OF THE BOARD OF DIRECTORS
Steve Moore President/CEO Phone: 214.276.0373
For further information, please contact Steven Moore at 214.276.0373 or by email at smoore@brsresources.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 RELEASE.