Badlands Announces $2,000,000 Non-Brokered Private Placement and Debt Settlement

Executive Summary

• Badlands Resources Inc. announced a non-brokered private placement of up to 7,407,408 units at $0.27 per unit, targeting up to $2,000,000 in gross proceeds.
• Each unit includes one common share and one non-transferable warrant exercisable at $0.45 for two years, with an acceleration clause triggered if the TSXV share price exceeds $0.65 for five consecutive trading days.
• The company simultaneously agreed to settle $500,000 in existing debt through the issuance of 1,851,846 shares at $0.27 per share, including a $300,000 component directed to related-party creditors.

Key Details

• Placement Quantity & Price: Up to 7,407,408 units issued at $0.27 per unit.
• Gross Proceeds: Up to $2,000,000.
• Warrant Terms: Each unit contains one non-transferable share purchase warrant exercisable to acquire one additional share at $0.45 for a two-year period from the date of issue.
• Warrant Acceleration Clause: If the TSXV closing price exceeds $0.65 for five consecutive trading days, the Company may accelerate the warrant expiry date to 30 calendar days after providing notice to warrant holders.
• Hold Period: All securities issued under the placement and debt settlement are subject to a statutory hold period of four months and one day from the date of issue.
• Use of Proceeds: Net proceeds will be allocated to extinguish debt, acquire new properties (specifically the Goliath property in the District of Kenora, Northwestern Ontario), and fund general working capital.
• Debt Settlement Structure: $500,000 in debt settled via the issuance of 1,851,846 shares at a deemed price of $0.27 per share.
• Related Party Transaction: $300,000 of the debt settlement ($1,111,108 shares) is allocated to non-arm's length creditors. The issuance qualifies as a related party transaction under MI 61-101, with exemptions relied upon for formal valuation and minority shareholder approval requirements.
• Regulatory & Closing Conditions: Subject to TSXV approval; anticipated to close as soon as practicable in one or more tranches. This placement replaces the private placement previously referenced in the May 28, 2026 news release.
• Finders' Fees: May be payable on all or a portion of the placement in accordance with TSXV policies.