Barksdale Resources Announces Approval of Omnibus Incentive Plan

Barksdale Resources Corp. (TSXV: BRO,OTC:BRKCF) (OTCQB: BRKCF) (FSE: 2NZ) ("Barksdale" or the "Company") announces that its new omnibus share incentive plan (the "Share Incentive Plan") has been approved by the TSX Venture Exchange (the "TSXV"). The Share Incentive Plan was previously adopted by the board of directors of the Company on November 5, 2025, and approved by the shareholders of the Company at the annual general meeting of shareholders held December 18, 2025.

The Share Incentive Plan was adopted in accordance with Policy 4.4 – Security Based Compensation of the TSXV, which requires all listed issuers to maintain a security-based compensation plan governing the granting of stock options. Barksdale's previous stock option plan, originally adopted on December 13, 2017, and last amended and restated on October 24, 2022 (the "Previous Plan"), was a "rolling" plan that reserved for issuance a maximum of 10% of the Company's issued and outstanding common shares from time to time.

The Share Incentive Plan authorizes the Company to grant a broader range of equity-based awards, including (i) stock options, (ii) share units, and (iii) deferred share units (collectively, the "Awards"). Under the Share Incentive Plan, the maximum number of common shares of the Company ("Common Shares") reserved for issuance, in the aggregate, pursuant to the exercise or settlement of Awards granted under all of the Company's security-based compensation arrangements, will not exceed 10% of the number of Common Shares issued and outstanding on a non-diluted basis as at the date of grant or issuance of any security based compensation under any of such security based compensation plan.

The Share Incentive Plan also provides that the maximum number of Common Shares reserved for issuance, in the aggregate, pursuant to the settlement of share units and deferred share units granted under the Share Incentive Plan will be 2,000,000 Common Shares.

The Share Incentive Plan replaces the Previous Plan in its entirety. A copy of the Share Incentive Plan has been filed under the profile of the Company on SEDAR+ at www.sedarplus.ca.

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.

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 may contain 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, 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/279723