Mr. Dale Ginn reports

BADLANDS ANNOUNCES $2,000,000 PRIVATE PLACEMENT

Badlands Resources Inc. has arranged a private placement of up to four million units at an issue price of 50 cents per unit for total gross proceeds of up to $2-million. Each unit will consist of one common share of the company and one non-transferable share purchase warrant, with each warrant exercisable to acquire one additional share at a price of 75 cents for a period of two years from the date of issue, provided that, after the expiry of all regulatory hold periods on the warrants, if the company's shares trade on the TSX Venture Exchange at a price of $1.25 or more for five consecutive trading days at any time, then the warrants will expire, subject to the company's discretion, on the earlier of the expiry date or 4:30 p.m. PT on the date that is 30 calendar days after the date that the company provides notice to the holders of the warrants that the acceleration event has occurred.

All securities issued under the placement will be subject to a hold period expiring four months and one day from the date of issue.

Finders' fees may be payable on all or a portion of the placement, in accordance with the policies of the TSX-V.

The company intends to use the net proceeds of the placement to extinguish debt, for exploration work on the company's exploration properties and for general working capital.

The completion of the placement is subject to, among other things, the approval of the TSX-V. The company anticipates closing the placement (in one or more tranches) as soon as practicable, subject to the receipt of all necessary regulatory approvals.

About Badlands Resources Inc.

Badlands, through its wholly owned subsidiary, is a gold-focused exploration company in the Black Hills of South Dakota. The company has strategically consolidated 7,858 acres located 20 kilometres along trend from the Homestake mine, which has produced 42 million ounces of gold. The Bella project has over 90 per cent of exposed banded iron formation not covered by sampling, and the company is determined to explore the near-surface potential.

We seek Safe Harbor.