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Badlands Announces $2,000,000 Private Placement

VANCOUVER, BC, February 7, 2024 – Badlands Resources Inc. (TSXV: BLDS, OTCQB: BDLNF, FSE: B7Q) (“Badlands” or the “Company”) announces that it has arranged a private placement of up to 4,000,000 units (the “Units”) at an issue price of $0.50 per Unit for total gross proceeds of up to $2,000,000 (the “Placement”).  Each Unit will consist of one common share of the Company (a “Share”) and one non-transferable share purchase warrant (a “Warrant”), with each Warrant exercisable to acquireone additional Share at a price of $0.75 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 (the “TSXV”) at a price of $1.25 or more for five consecutive trading days at any time (the “Acceleration Event”), then the Warrants will expire, subject to the Company’s discretion, on the earlier of the expiry date and 4:30 p.m. (Vancouver time) 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 TSXV.

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.

Completion of the Placement is subject to, among other things, the approval of the TSXV. The Company anticipates closing of the Placement (in one or more tranches) as soon as practicable subject to receipt of all necessary regulatory approvals.

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.

About Badlands

Badlands, through its wholly owned subsidiary, is a gold focused exploration company in the Black Hills, South Dakota. The Company has strategically consolidated 7,858 acres, 20 km along trend from the Homestake Mine that produced 42 million ounces of gold. The Bella Project has over 90% of exposed Banded Iron Formation not covered by sampling and is determined to explore the near surface potential. 

On Behalf of the Board of DirectorsMINERAL MOUNTAIN RESOURCES LTD.R. Dale Ginn, President and CEO

For further information, please contact:

R. Dale Ginn604-678-5308 | dale@rsdcapital.com   

Or visit our website: www.badlandsresources.com

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, the anticipated timing for completion of the Placement and use of proceeds therefrom. The words “anticipate,” “significant,” “expect,” “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; that all requisite approvals will be received 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, 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.