Mr. R. Dale Ginn reports
BADLANDS PROVIDES UPDATE RESPECTING PRIVATE PLACEMENT
Further to its June 12, 2026, news release, Badlands Resources Inc. is still pursuing and has increased its previously announced non-brokered private placement from up to 7,407,408 units of the company to up to 11,111,111 units at an issue price of 27 cents per unit for total gross proceeds of up to $3-million (increased from $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 45 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 closing price of the shares on the TSX Venture Exchange exceeds 65 cents for five consecutive trading days at any time, then the company shall have the right, but not the obligation, to accelerate the expiry date of the warrants to 4:30 p.m. Vancouver time on the date that is 30 calendar days after the company provides notice to the holders of the warrants of such acceleration.
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 new property acquisitions, including the Goliath property located in the district of Kenora, Northwestern Ontario, and for general working capital.
Completion of the placement is subject to, among other things, approval of the TSX-V for the placement and the company's proposed acquisition of the Goliath property. The company anticipates closing of the placement (in one or more tranches) as soon as practicable, subject to receipt of all necessary regulatory approvals.
Bella sale and Goliath property acquisition update
The company also confirms that it continues to pursue completion of the previously announced sale of its Bella property and the acquisition of the Goliath property. Completion of each transaction remains subject to receipt of all requisite approvals, including the approval of the TSX-V and, in respect of the Bella sale, approval of shareholders of the company. As of the date hereof, all such approvals remain pending. There is no guarantee that either transaction will be completed as proposed or at all. For further information respecting the Bella sale and the Goliath property acquisition, please see the company's news releases dated June 2, 2025, Sept. 24, 2025, Oct. 21, 2025, and May 26, 2026.
Other than as disclosed herein, the company confirms that there is no other undisclosed material information relating to the company.
We seek Safe Harbor.
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