Toronto, Ontario--(Newsfile Corp. - June 17, 2025) - Honey Badger Silver Inc. (TSXV: TUF) (OTCQB: HBEIF) ("Honey Badger" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement of (i) up to 3,600,000 common shares of the Corporation that are intended to qualify as "flow-through shares" as defined in subsection 66(15) of the Income Tax Act (Canada) (the "FT Shares") at a price of $0.14 per FT Share for aggregate gross proceeds of up to approximately $500,000 (the "FT Offering"); and (ii) up to 15,000,000 non-flow-through units ("NFT Units") at a price of $0.10 per NFT Unit for aggregate gross proceeds of up to $1.5 million (the "Unit Offering", and together with the FT Offering, the "Offering"). All dollar amounts in this news release are in Canadian funds.
Each NFT Unit will consist of one non-flow-through common share of the Company (a "Unit Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one common share of the Company for an exercise price of $0.15 for a period of 18 months from its date of issuance.
The Company will use the gross proceeds from the FT Offering to fund exploration programs to advance one or more of the Company's properties located in the Yukon, Northwest Territories, and Nunavut, and in particular to incur exploration expenses that qualify as "Canadian exploration expenses" as that term is defined in subsection 66.1(6) of the Income Tax Act (Canada) and as "flow-through mining expenditures" as that term is defined in subsection 127(9) of the Income Tax Act (Canada) provided that such definition is amended to extend the mineral exploration tax credit under the Income Tax Act (Canada) as announced by the Minister of Finance on March 3, 2025. Such expenses will be incurred on or before December 31, 2026, and renounced to the subscribers of FT Shares with an effective date no later than December 31, 2025. The Company intends to use the net proceeds from Unit Offering to fund programs to advance one or more of the Company's properties, the purchase of silver royalties and for general and administrative purposes. The securities issued in connection with the Offering will be subject to a four-month and a day hold period. The Offering is expected to close on or about June 30,2025 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange (the "TSXV"). Finder's Fees may be payable in connection with the Offering, subject to the approval of the TSXV.
Mr. Eric Sprott is expected to participate in the financing by subscribing for $500,000 of the NFT Units. In addition, the Company's Executive Chairman, Chad Williams, is expected to participate in the financing by subscribing for $300,000 of the NFT Units.
Insider Participation
Certain insiders of the Company are expected to participate in the Offering and as a result, the Offering may constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The Company expects to rely on the exemptions from the formal valuation requirements of MI 61-101 contained in section 5.5(a) and (b) of MI 61-101 on the basis that the fair market value of the transaction with insiders will not be more than 25% of the market capitalization of the Company and no securities of the Company are listed on a specified market set out in such section, and the Company further relies on the exemption from the minority shareholder approval requirements of MI 61-101 contained in Section 5.7(1)(a) of MI 61-101 on the basis of the fair market value of the transaction with insiders will not be more than 25% of the market capitalization of the Company.
Caution to US Investors
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the 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 Honey Badger Silver Inc.
Honey Badger Silver is a silver company. The company is led by a highly experienced leadership team with a track record of value creation backed by a skilled technical team. Our projects are located in areas with a long history of mining, including the Sunrise Lake project with a historic resource of 12.8 Moz of silver (and 201.3 million pounds of zinc) Indicated and 13.9 Moz of silver (and 247.8 million pounds of zinc) Inferred (1) located in the Northwest Territories and the Plata high grade silver project located 165 km east of Yukon's prolific Keno Hill and adjacent to Snowline Gold's Rogue discovery. The Company's Clear Lake Project in the Yukon Territory has a historic resource of 5.5 Moz of silver and 1.3 billion pounds of zinc (2). The Company also has a significant land holding at the Nanisivik Mine Area located in Nunavut, Canada that produced over 20 Moz of silver between 1976 and 2002 (3). A qualified person has not done sufficient work to classify the foregoing historical resources as current mineral resources, and the Company is not treating the estimates as current mineral resources. The historical resource estimates are provided solely for the purpose as an indication of the volume of mineralization that could be present. Additional work, including verification drilling / sampling, will be required to verify any of the historical estimates as a current mineral resources.
(1) Sunrise Lake 2003 RPA historic resource: Indicated 1.522 million tonnes grading 262 grams/tonne silver, 6.0% zinc, 2.4% lead, 0.08% copper, and 0.67 grams/tonne gold and Inferred 2.555 million tonnes grading 169 grams/tonne silver, 4.4% zinc, 1.9% lead, 0.07% copper, and 0.51 grams/tonne gold.
(2) Clear Lake 2010 SRK historic Resource: Inferred 7.76 million tonnes grading 22 grams/tonne silver, 7.6% zinc, and 1.08% lead.
(3) Geological Survey of Canada, 2002-C22, "Structural and Stratigraphic Controls on Zn-Pb-Ag Mineralization at the Nanisivik Mississippi Valley type Deposit, Northern Baffin Island, Nunavut; by Patterson and Powis."
ON BEHALF OF THE BOARD
Chad Williams, Executive Chairman
For more information:
Sonya Pekar, Investor Relations
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+1 (647) 498-8244
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections and interpretations as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "interpreted", "management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) including in respect of the use of proceeds of the Offering, the timing and ability of the Corporation to close the Offering, including obtaining approval of the Offering from the TSX Venture Exchange, if at all, the tax treatment of the FT Shares and the participation of Mr. Sprott and certain insiders in the Offering; are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time such assumptions and estimates were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Honey Badger to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.
Such factors include, but are not limited to, risks relating to capital and operating costs varying significantly from estimates; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; uncertainties relating to the availability and costs of financing needed in the future; changes in equity markets; inflation; fluctuations in commodity prices; delays in the development of projects; other risks involved in the mineral exploration and development industry; and those risks set out in the Company's public documents filed on SEDAR+ (www.sedarplus.ca) under Honey Badger's issuer profile. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed timeframes or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
