Badlands Provides Update Respecting Private Placement

Vancouver, British Columbia–(Newsfile Corp. – September 28, 2026) – Badlands Resources Inc. (TSXV: BLDS) (FSE: 2KV) (“Badlands” or the “Company“) is pleased to announce that, further to its June 12, 2026, news release, it is still pursuing and has increased its previously announced non-brokered private placement from up to 7,407,408 units of the Company (“Units“) to up to 11,111,111 Units at an issue price of $0.27 per Unit for total gross proceeds of up to $3,000,000 (increased from $2,000,000) (the “Placement“). Each Unit will consist of one (1) common share of the Company (a “Share“) and one (1) non-transferable share purchase warrant (a “Warrant“), with each Warrant exercisable to acquire one (1) additional Share at a price of $0.45 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 (the “TSXV“) exceeds $0.65 for five (5) consecutive trading days at any time (the “Acceleration Event“), 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 TSXV.

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 (the “Goliath Property“), and for general working capital.

Completion of the Placement is subject to, among other things, approval of the TSXV 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 (the “Bella Sale“) and the acquisition of the Goliath Property. Completion of each transaction remains subject to receipt of all requisite approvals, including the approval of the TSXV 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, September 24, 2025, October 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.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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

Cautionary Note regarding Forward-Looking Statements

Statements contained in this press release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, statements respecting: completion of the Placement; the use of proceeds from the Placement; the anticipated timing of closing of the Placement; completion of the Goliath Property acquisition; completion of the Bella Sale; and the receipt of requisite approvals for each of the Placement, the Goliath Property acquisition and the Bella Sale, and the conditions thereto. The words “anticipate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to be among the statements that identify Forward-Looking Information. Forward-Looking Information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the Forward-Looking Information. In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including, but not limited to, assumptions that: general business and economic conditions will not change in a materially adverse manner; all requisite regulatory approvals, including TSXV approval, will be received for each of the Placement, the Goliath Property acquisition and the Bella Sale; shareholder approval will be obtained for the Bella Sale; and all requisite information will be available in a timely manner. Factors that may cause actual results to vary materially include, but are not limited to: failure to obtain shareholder approval for the Bella Sale; failure to obtain requisite regulatory approvals for each of the Placement, the Goliath Property acquisition and the Bella Sale; inaccurate assumptions concerning the exploration for and development of mineral deposits; currency fluctuations; unanticipated operational or technical difficulties; risks related to unforeseen delays; general economic, market or business conditions; regulatory changes; timeliness of regulatory approvals; the risks of obtaining necessary licenses and permits; changes in general economic conditions or conditions in the financial markets; and the inability to raise additional financing. Readers are cautioned not to place undue reliance on this Forward-Looking Information. The Company does not assume the obligation to revise or update this Forward-Looking Information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/316365