Badlands Provides Update on Disposition of Bella Project

Rhea-AI Summary

Badlands Resources (OTC:BDLNF) provided details on the proposed disposition of its Bella Project in South Dakota, under a May 27, 2025 agreement with Mammoth Minerals (ASX:M79).

Terms include an initial C$100,000 paid, an additional C$600,000 plus 17,000,000 Mammoth ordinary shares on Completion, and a retained 1% net smelter returns royalty (repurchasable by Mammoth for C$500,000 within five years).

The sale is a TSXV "reviewable transaction" (disposition >50% assets) and Completion is subject to TSXV acceptance and Badlands shareholder approval; Mammoth has shareholder approval and intends to proceed. No finders' fees will be paid.

Positive

• C$700,000 total cash consideration (C$100,000 paid, C$600,000 due)
• Issuance of 17,000,000 Mammoth ordinary shares on Completion
• Retention of a 1% net smelter returns royalty with C$500k repurchase right
• Mammoth already obtained shareholder approval and intends to exercise option

Negative

• Disposition >50% of assets triggers TSXV reviewable-transaction process
• Completion requires TSXV acceptance and Badlands shareholder approval
• Completion contingent on customary closing conditions; may face delays or added costs

Vancouver, British Columbia--(Newsfile Corp. - October 21, 2025) - Badlands Resources Inc. (TSXV: BLDS) (FSE: B7Q) ("Badlands" or the "Company") is providing further details with respect to the proposed disposition of the Company's Bella Project located in South Dakota, United States (the "Bella Project"), as previously announced by the Company on June 2, 2025 (the "Disposition").

On May 27, 2025, the Company entered into a definitive agreement (the "Agreement") with Mammoth Minerals Limited (formerly Firetail Resources Limited) ("Mammoth"), an Australian exploration and development company listed on the Australian Securities Exchange under the symbol "M79", pursuant to which the Company granted Mammoth the option to acquire the Bella Project. Mammoth paid an initial fee of C$100,000 on execution of the Agreement. Mammoth will pay an additional C$600,000 and issue 17,000,000 ordinary shares of Mammoth to the Company in order to fully earn in under the Agreement and acquire the Bella Project ("Completion").

Upon Completion, Mammoth will grant the Company a 1% net smelter returns royalty with respect to production of all precious metals and other minerals produced from the Bella Project, subject to the right of Mammoth to repurchase the net smelter returns royalty for a period of 5 years following closing of the Disposition for C$500,000.

As the Disposition will be a disposition of more than 50% of the Company's assets, it constitutes a "reviewable transaction" pursuant to TSX Venture Exchange ("TSXV") Policy 5.3. Completion is subject to customary closing conditions, including acceptance by the TSXV and approval by the Company's shareholders. The Company intends to seek shareholder approval by way of written consent. Mammoth has received shareholder approval for Completion and has notified the Company that it intends to exercise its option to acquire Bella Project upon satisfaction of all applicable closing conditions. No finders' fees will be paid in connection with the Disposition.

On Behalf of the Board of Directors
BADLANDS RESOURCES INC.
R. Dale Ginn, President and CEO

For further information, please contact:
R. Dale Ginn
Tel: 604-678-5308 | dale@rsdcapital.com
Or visit our website: www.badlandsresources.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to the terms of the Disposition and Completion of the Disposition, including TSXV approval and shareholder approval.

Such forward-looking statements are based on a number of assumptions of the management of the Company, including, without limitation, that the parties will obtain all necessary corporate and regulatory approvals and consents required for Completion of the Disposition, including TSXV approval, shareholder approval, and the other conditions to Completion of the Disposition will be fulfilled.

Additionally, forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company or Mammoth to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: the conditions to the consummation of the Disposition may not be satisfied, the Disposition may involve unexpected costs, liabilities or delays; the failure of the Company and Mammoth to obtain all requisite approvals for the Disposition, including the approval of the TSXV and shareholder approval, and Completion of the Disposition may be adversely impacted by changes in legislation, changes in TSXV policies, political instability or general market conditions.

Such forward-looking information represents the best judgment of the management of the Company based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this press release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this press release by you or any of your representatives or for omissions from the information in this press release.

Neither the TSXV nor its Regulation Services Provider (as such term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/271380

FAQ

What are the financial terms of Badlands' Bella Project disposition announced Oct 22, 2025 for BDLNF?

Mammoth paid C$100,000 on signing, will pay an additional C$600,000 and issue 17,000,000 ordinary shares on Completion.

Will Badlands retain any royalty after the Bella Project sale (BDLNF)?

Yes — Badlands will retain a 1% net smelter returns royalty, which Mammoth can repurchase for C$500,000 within five years.

Does the Bella Project sale for BDLNF require shareholder or TSXV approval and why?

Yes — because the disposition exceeds 50% of Badlands' assets, it is a TSXV reviewable transaction requiring TSXV acceptance and Badlands shareholder approval.

Has Mammoth completed its internal approvals to acquire Bella Project from Badlands (BDLNF)?

Mammoth has received shareholder approval and has notified Badlands it intends to exercise the option upon satisfaction of closing conditions.

Are there any finders' fees associated with the Bella Project disposition by Badlands (BDLNF)?

No — the company stated that no finders' fees will be paid in connection with the Disposition.

What are the key risks to Completion of the Bella Project sale for BDLNF?

Key risks include failure to obtain TSXV acceptance, failure to obtain Badlands shareholder approval, unmet closing conditions, and potential costs or delays.