Honey Badger Silver Closes Non-Brokered Private Placement

WHITE ROCK, BC / ACCESSWIRE / April 10, 2024 / Honey Badger Silver Inc. (TSXV:TUF) ("Honey Badger" or the "Company") has closed the non-brokered placement which was the subject of its news releases of March 20, April 4, and April 5, 2024 (the "Offering").

The Company raised aggregate gross proceeds of $1,204,200, from the sale of:

• 16,749,000 non-flow through units ("NFT Units") at a price of $0.05 per NFT Unit for gross proceeds of $837,450; and
• 5,642,307 flow-through shares ("FT Shares") at a price of $0.065 per FT Share for gross proceeds of $366,750.

Each NFT Unit consists of one common share and one half of a share purchase warrant, with each whole warrant (an "NFT Warrant") exercisable for one common share at a price of $0.065 for 18 months following closing.

The Company intends to use the net proceeds of the sale of the NFT units to finance exploration programs and for general and administrative purposes. The proceeds of the sale of the FT Shares will be used to fund exploration programs on one or more of the Company's exploration properties located in the Yukon, Northwest Territories, and Nunavut that will qualify as "Canadian Exploration Expenses" and once renounced, "flow-through mining expenditures", as those terms are defined in the Income Tax Act (Canada).

In connection with the Offering, the Company paid a total of C$7,130 and issued 97,000 non-transferrable finder warrants ("Finder Warrants") in satisfaction of finder's fees on the Offering. The Finder Warrants entitle the holders thereof to purchase one common share (a "Warrant Share") of the Company at a price of C$0.065 per share for a period of eighteen (18) months from the issue date.

All securities issued in connection with the Offering are subject to a hold period which expires on August 11, 2024.

Insider Participation

Chad Williams, Non-Executive Chairman and Director of the Company participated in the Offering by subscribing for 3,687,000 NFT Units and 3,076,923 FT Shares, which constitutes a related party transaction pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of Mr. Williams in the Offering in reliance of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101. The Company obtained approval by the board of directors of the Company to the Offering, with Mr. Williams declaring and abstaining from voting on the resolutions approving the Offering with respect to his participation in the Offering. No materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.