Core Viewpoint - Badlands Resources Inc. is advancing the proposed disposition of its Bella Project in South Dakota, following a definitive agreement with Mammoth Minerals Limited for the acquisition of the project [1][2]. Summary by Sections Agreement Details - On May 27, 2025, Badlands entered into a definitive agreement with Mammoth, granting Mammoth the option to acquire the Bella Project. Mammoth paid an initial fee of C$100,000 and will pay an additional C$600,000 along with issuing 17,000,000 ordinary shares to complete the acquisition [2]. Royalty Structure - Upon completion of the acquisition, Mammoth will grant Badlands a 1% net smelter returns royalty on all precious metals and minerals produced from the Bella Project. Mammoth retains the right to repurchase this royalty for C$500,000 within five years of closing [3]. Transaction Review Process - The disposition constitutes a "reviewable transaction" as it involves more than 50% of Badlands' assets, requiring approval from the TSX Venture Exchange (TSXV) and the company's shareholders. Badlands plans to seek shareholder approval through written consent [4]. Shareholder Approval - Mammoth has already received shareholder approval for the acquisition and intends to exercise its option to acquire the Bella Project once all closing conditions are met [4].