LONDON: 80 Mile Plc, an exploration and development company listed on AIM, FSE and OTC, said it has entered into a non-binding heads of terms agreement to sell its Finnish license package to Badlands Resources Inc. (TSX-V: BLDS) in a deal that includes cash, shares and contingent payments.

The agreement, signed Oct. 16, 2026, covers the Hammaslahti copper-zinc project and the Outokumpu copper-volcanogenic massive sulfide project. The projects are held by FinnAust Mining Finland Oy, a wholly owned subsidiary of 80 Mile that has operated in Finland since 2010.

80 Mile said the proposed transaction is part of its strategy to monetize non-core assets while it focuses on its core portfolio in Greenland and Italy. The company cautioned that the heads of terms does not commit either party to complete the transaction and that definitive agreements have yet to be completed.

Under the terms, Badlands would acquire 100% of the projects. 80 Mile or FinnAust would receive CAD$1.0 million in cash: CAD$500,000 upon completion and CAD$500,000 12 months after execution of the definitive agreement, subject to completion having occurred.

Upon completion, Badlands would issue 80 Mile or FinnAust shares equal to 19.99% of Badlands’ issued share capital on an undiluted basis at the date of issuance, subject to TSX Venture Exchange approval. 80 Mile or FinnAust would have a top-up right to maintain that interest in respect of the first financing completed by Badlands after completion and at the date 18 months after completion.

Badlands would also pay up to CAD$4.0 million in contingent consideration, at CAD$1.0 million per milestone, payable in cash, Badlands shares or a combination at Badlands’ discretion. The milestones are: delivery of a mineral resource estimate prepared in accordance with National Instrument 43-101 for Hammaslahti containing at least 5 million tonnes grading at least 1.5% copper; completion of a positive pre-feasibility study for Hammaslahti; delivery of a NI 43-101 mineral resource estimate for Outokumpu containing at least 5 million tonnes grading at least 1.5% copper; and completion of a positive pre-feasibility study for Outokumpu.

80 Mile or FinnAust would also receive exclusivity payments of CAD$25,000 in cash upon execution of the heads of terms and a further CAD$25,000 upon entering into the definitive agreement following satisfactory due diligence. The agreement includes a binding 45-day exclusivity and non-solicitation period from the date of the heads of terms.

The transaction remains subject to due diligence, TSX Venture Exchange approval, any required shareholder approvals, negotiation of a definitive agreement and customary closing conditions. Badlands closed a non-brokered private placement raising CAD$3,233,255 on Oct. 14, 2026.

80 Mile said the deal would monetize non-core Finnish copper-VMS assets that have no near-term development budget within its work program, while leaving it with a meaningful listed equity interest in the acquirer and exposure to up to CAD$4.0 million in contingent milestone consideration. Cash received on completion would be available for general working capital and for priority assets in Greenland and Italy.

Hammaslahti is a volcanogenic massive sulfide system associated with the historic Hammaslahti mine, which produced more than 7 million tonnes of ore between 1973 and 1986 at reported average grades of 1.16% copper, 1.55% zinc, 0.59 g/t gold and 5.2 g/t silver. Subsequent drilling by the 80 Mile group identified extensions to mineralization, including previously reported intercepts of 3.4 meters at 11.5% copper and a 2023 hole of 5.7 meters at 2.99% copper equivalent.

Outokumpu lies on the Outokumpu Copper Belt adjacent to the historic mining center. Six drill-ready targets have previously been identified. 80 Mile said its group has invested in mapping, geophysics and drilling across both projects since FinnAust began operations in 2010.

The company noted that historic production figures and pre-JORC intercepts are public-record numbers, are not mineral resources or ore reserves under the JORC Code and have not been independently verified for the purpose of the announcement.

The proposed transaction is deemed a substantial transaction under AIM Rule 12. 80 Mile disclosed that the book value of the projects is £nil in its unaudited results for the six months ended June 30, 2026, and that losses attributable to the projects were £2,378,014 in its audited accounts for the year ended Dec. 31, 2025. The company said it intends to retain the Badlands shares for the foreseeable future and would use any sale proceeds for working capital.

Rod McIllree, executive director of 80 Mile, said Finland has been part of the group for more than a decade and that the heads of terms provides a favorable outcome by placing Hammaslahti and Outokumpu into a dedicated copper vehicle while maintaining a near-20% listed interest and a CAD$4 million milestone ladder if the new operator advances either project through resource definition or study.

“This disposal reaffirms 80 Mile’s focus on Greenland and Italy, and allows the Company to keep the respective work programmes as the centre of gravity, whilst still having exposure to the potential upside of the Finnish assets,” McIllree said.