Badlands Provides Update on Disposition of Bella Project

Executive Summary

• Badlands Resources provides detailed terms of the proposed sale of its Bella Project to Mammoth Minerals Limited.
• Mammoth has paid an initial C$100,000 and will pay an additional C$600,000 plus 17 million ordinary shares to fully acquire the project, granting Badlands a 1% net smelter‑returns royalty (repurchasable for C$500,000 within five years).
• The transaction exceeds 50 % of Badlands’ assets, making it a “reviewable transaction” that requires TSXV and shareholder approvals; the company will seek shareholder consent via written ballot.

Key Details

• Agreement Date: May 27 2025 – definitive agreement with Mammoth Minerals Limited (formerly Firetail Resources Ltd.).
• Initial Consideration: C$100,000 paid by Mammoth upon execution of the Agreement.
• Additional Consideration for Completion:
• Cash payment of C$600,000.
• Issuance of 17 million ordinary shares of Mammoth to Badlands.
• Royalty Provision: Upon completion, Badlands receives a 1 % net smelter‑returns royalty on all precious metals and other minerals produced from the Bella Project.
• Royalty Repurchase Right: Mammoth may repurchase the royalty within five years after closing for C$500,000.
• Regulatory Status: Transaction qualifies as a “reviewable transaction” under TSX Venture Exchange Policy 5.3 (disposition of >50 % of assets).
• Approvals Required:
• Acceptance by the TSXV.
• Shareholder approval – Badlands intends to obtain consent via written ballot.
• Mammoth’s Position: Mammoth has already obtained its own shareholder approval and has indicated it will exercise the option, subject to satisfaction of customary closing conditions.
• Finder’s Fees: No finder’s fees will be paid in connection with this disposition.

Notable Quotes

• R. Dale Ginn, President & CEO: “We are pleased to provide further clarity on the terms of the Bella Project disposition and look forward to completing a transaction that delivers value to our shareholders while preserving a royalty interest for future upside.”