Mr. R. Dale Ginn reports

BADLANDS CLOSES $3.2M PRIVATE PLACEMENT AND COMPLETES ACQUISITION OF GOLIATH PROPERTY

Further to the June 12, 2026, and Sept. 28, 2026, news releases, Badlands Resources Inc. has closed its non-brokered private placement through the issuance of 11,975,021 units of the company at an issue price of 27 cents per unit for total gross proceeds of $3,233,255. Each unit consists 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, 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 are subject to a hold period expiring Feb. 14, 2027.

The company paid finders' fees consisting of $33,242 and issued finders an aggregate of 123,120 shares and 246,240 share purchase warrants, each such warrant exercisable into one share for a period of two years from the date of issue at a price of 27 cents per share.

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.

Debt settlement

The company also announces, further to the news release of June 12, 2026, that it has settled $500,000 worth of debt through the issuance of 1,851,846 shares at a deemed price of 27 cents per share. The debt settlement shares are subject to a hold period expiring Feb. 14, 2027. Through the debt settlement, non-arm's-length parties received an aggregate of 1,111,112 debt settlement shares in settlement of $300,000 of debt owing by the company. The issuance of debt settlement shares to the related-party creditors constituted a related-party transaction for the company, as such term is defined in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), and the company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 respectively contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the debt settlement shares issued to the related party creditors, nor the consideration for such shares exceeded 25 per cent of the company's market capitalization.

Completion of the Goliath property acquisition

The company is also pleased to announce that, further to the news releases issued on Sept. 26, 2025, May 26, 2026, and Sept. 28, 2026, the company has closed its acquisition of a 100-per-cent interest in the Goliath property from Laxmi Resources Inc. The acquisition was completed pursuant to the terms of a property purchase agreement dated as of Sept. 24, 2025, between the company and Laxmi. The Goliath property is located in the Atikwa Lake area of the Kenora mining division, Northwestern Ontario, approximately 70 kilometres southeast of Kenora.

Pursuant to the purchase agreement, the company acquired the Goliath property, which comprises 97 contiguous single-cell mining claims totalling approximately 2,050 hectares, for aggregate cash consideration of $200,000, payable on closing the transaction.

In connection with the purchase agreement, the company assumed Laxmi's obligation to pay a 2-per-cent net smelter return royalty on the Goliath property to Blackwidow Geological Services Inc., with the company retaining the right to buy back one-half of the NSR royalty (1 per cent) for an aggregate payment to Blackwidow in the amount of $1-million.

The transaction was not an arm's-length transaction and therefore constituted a reviewable transaction pursuant to TSX Venture Exchange Policy 5.3, as Nav Dhaliwal, executive chairman and a director of the company, is an insider of Laxmi. No finders' fees were paid in connection with the transaction, and no new insiders or control persons were created. The transaction remains subject to the final acceptance of the TSX-V.

Bella property sale update

The company also confirms that it continues to pursue completion of the previously announced sale of its Bella property. Completion of the Bella sale remains subject to receipt of all requisite approvals, including the approval of the TSX-V and approval of shareholders of the company. As of the date hereof, all such approvals remain pending. There is no guarantee that the Bella sale will be completed as proposed or at all. For further information respecting the Bella sale, please see the company's news releases dated June 2, 2025, Oct. 21, 2025, May 26, 2026, and Sept. 28, 2026.

We seek Safe Harbor.