Honey Badger Silver Announces Full Exercise of Over-Allotment Option, Warrant Pricing for $11.5 Million Financing
Honey Badger Silver Announces Full Exercise
of Over-Allotment Option, Warrant Pricing for
$11.5 Million Financing
Toronto, Ontario--(Newsfile Corp. - March 24, 2026) - Honey Badger Silver Inc. (TSXV: TUF) (OTCQB:
HBEIF) ("
Honey Badger
" or the "
Company
") is pleased to announce that, further to its press release
dated March 19, 2026 announcing a brokered private placement offering of subscription receipts (the
"
Offering
"), SCP Resource Finance LP, as lead agent on behalf of a syndicate of agents (collectively,
the "
Agents
") has fully exercised the Agents' option (the "
Agents Option
"), resulting in gross proceeds
of up to approximately C$11.5 million, for a total of up to 71,875,000 subscription receipts of the
Company (the "
Subscription Receipts
"), pursuant to the Offering.
Each Subscription Receipt will be issued at a price of C$0.16 and will convert into one unit (a "
Unit
") of
the Company upon satisfaction of the Escrow Release Conditions (as defined herein). Each Unit will
consist of one common share of the Company (a "
Common Share
") and one Common Share purchase
warrant (a "
Warrant
"). Each Warrant will entitle the holder to acquire one additional Common Share for
a period of three years at an exercise price of C$0.24 per Common Share.
The Company is also pleased to announce that the Company's management team, board of directors
and its advisors are expected to purchase over 10% of the Offering, further demonstrating strong support
for Honey Badger's strategy and proposed acquisition of the Prairie Creek Project (the "
PC Silver
Project
" or the "
Project
").
Proceeds to Advance Transformational Prairie Creek Acquisition
As announced on March 19, 2026, Honey Badger entered into a definitive agreement dated March 13,
2026 to acquire all of the issued and outstanding shares of Canadian Zinc Corporation ("
CZC
"), 100%
owner of the PC Silver Project from Resource Capital Fund VI L.P. ("
RCF
"), an arm's length party to the
Company, for C$10 million in cash plus C$2 million in Honey Badger shares and warrants (the
"
Acquisition
").
The PC Silver Project is a permitted
[1]
underground silver-zinc-lead project, hosting a large, high-grade
historical resource base with significant existing underground and development infrastructure, located in
the Northwest Territories. The net proceeds of the Offering (including the Agents Option) are expected to
be used to fund the cash portion of the purchase price associated with the Acquisition and the expenses
related to the Acquisition.
The Acquisition is expected to close in Q2 2026 and will be completed on a cash-free and debt-free
basis, subject to customary closing conditions, including the receipt of TSX Venture Exchange ("
TSXV
")
acceptance.
The Project hosts a historical resource estimate
[2]
of:
9.8 Mt of Measured & Indicated Resources, grading 139 g/t Ag, 9.7% Zn and 8.8% Pb for a total of
240 Mozs of silver equivalent at a silver equivalent grade of 766 g/t; and
6.4 Mt of Inferred Resources grading 150 g/t Ag, 12.9% Zn, and 6.7% Pb, hosting 167 Mozs of
silver equivalent at a silver equivalent grade of 813 g/t.
[3]
The Company believes that the key aspects of the of the Project include:
Key permits and regulatory approvals in place for development;
Support from local Indigenous Governments, with multiple agreements in place;
Multiple economic studies previously completed further support the potential of the PC Silver
Project;
Excellent regional exploration potential on the large and under-explored 7,485 hectare land
position.
Chad Williams, Executive Chairman of Honey Badger, commented "We are very pleased to see strong
demand for this financing, including the participation of certain insiders of the Company. The agents'
exercise of the over-allotment option reflects a recognition of the pivotal nature of the PC Silver Project
acquisition for Honey Badger. We believe this is one of the most compelling silver development
opportunities globally, particularly in the context of current silver prices."
Offering Details
The Offering is expected to close on or about April 15, 2026, and remains subject to customary closing
conditions, including approval of the TSXV.
The gross proceeds of the Offering less certain expenses and a portion of the Agents' fees, will be
deposited into escrow with a subscription receipt agent pending satisfaction of the Escrow Release
Conditions (such amount being the "
Escrowed Funds
"), which includes the completion, satisfaction or
waiver of all conditions precedent to the closing of the Acquisition other than the payment of the
purchase price and receipt of final approval of the TSXV (the "
Escrow Release Conditions
"). If the
Escrow Release Conditions are satisfied on or before June 15, 2026 (the "
Escrow Release
Deadline
"), the Escrowed Funds (less the balance of the Agents' fees) will be released to the Company
and the Subscription Receipts will automatically convert into Units. If the Escrow Release Conditions are
not satisfied on or before the Escrow Release Deadline, the Subscription Receipts will be canceled, and
the Escrowed Funds will be returned to holders of Subscription Receipts on a
pro rata
basis.
In consideration for their services, the Agents will receive a cash commission equal to 6% of the gross
proceeds of the Offering and such number of compensation warrants equal to 6% of the number of Units
issued pursuant to the Offering; in each case, subject to a reduction to 3% in respect of sales of
Subscription Receipts to purchasers included on a president's list to be formed by the Company in
connection with the Offering. Each compensation warrant will entitle the holder to acquire one Common
Share at the issue price for a period of two years. As described above, 50% of the Agents' cash
commission will be deposited into escrow pending the satisfaction of the Escrow Release Conditions.
The securities issued pursuant to the Offering will be subject to a statutory four-month hold period in
accordance with applicable securities laws in Canada.
Silver Equivalent Calculations
Silver equivalent ("
AgEq
") is calculated using metal prices from the Project's most recent mineral
resource estimate in 2021 of US$20/oz silver, US$1.15/lb zinc, and US$1.00/lb lead. Average
processing recoveries assumed are 95.1% for silver, 81.5% for zinc, and 84.3% for lead. Average
payables assumed are 85% for silver, 85% for zinc, and 95% for lead. AgEq is calculated as follows:
AgEq (g/t) = Ag (g/t) + Zn (%) * 33.79 + Pb (%) * 33.97. AgEq (ozs) = AgEq (g/t) * (Tonnes of Measured
& Indicated Resources or Inferred Resources).
Qualified Person
The scientific and technical data contained in this news release pertaining to the Project was reviewed
and approved by Benjamin Kuzmich, who is an independent consultant and "qualified person" within the
meaning of NI 43-101.
This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there
be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities have not been
and will not be registered under the United States Securities Act of 1933, as amended (the "
1933
Act
") or any state securities laws, and may not be offered or sold within the United States or to, or for
account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered
under the 1933 Act and applicable state securities laws, or an exemption from such registration
requirements is available.
About Honey Badger Silver Inc.
Honey Badger Silver is a unique 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 existing
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 at a grade of 262 g/t silver (and 201.3 million pounds of zinc at a
grade of 6% zinc) Indicated and 13.9 Moz of silver at a grade of 169 g/t silver (and 247.8 million pounds
of zinc at a grade of 4.4% 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 an unclassified historic
resource of 5.5 Moz of silver at a grade of 22 g/t silver and 1.3 billion pounds of zinc at a grade of 7.6%
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)
. In addition, we own 10,000 ozs
of physical silver yielding 12% per annum. In each instance, the reliability of the historical resource
estimates (the "
Historical Estimates
") are considered reasonable, but a qualified person has not done
sufficient work to classify the foregoing Historical Estimates as current mineral resources, and the
Company is not treating the estimates as current mineral resources. There is no technical report
associated with the Historical Estimates. The Historical Estimate contains categories that are not
consistent with current CIM definitions. The Company considers the Historical Estimates to be relevant
for the proper understanding of its mineral properties, however, significant data compilation, re-drilling,
re-sampling and data verification may be required by a Qualified Person for the Historical Estimates to
be in accordance with NI 43-101 standards and to verify the Historical Estimates as current mineral
resources. No more recent estimates of the mineral resources or other data are available to the
Company. There can be no certainty, following further evaluation and/or exploration work, that the
historical estimates can be upgraded or verified as mineral resources or mineral reserves in accordance
with NI 43-101.
1
.
Sunrise Lake historic resource (2000-2003): 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. The resource estimate for the Sunrise Deposit was carried out by Silver
Standard Resources Inc. (SSR) using a classical polygonal method that relied on 72 diamond
drillholes and an average density of 4 t/m3. Drill hole intercepts were taken directly from the drill
logs (CBA 1998). Polygons were created within AutoCAD and AutoCAD calculated the areas.
Horizontal widths were calculated using the ratio of core length to the width used by CBA in their
1998 estimate. Intercepts not used by CBA were measured on the cross sections. The intercepts
were composited primarily using a geological cut-off based on the sulphide content and a nominal
30 g/t Ag grade. Internal values below 30 g/t were included for geological continuity if the
composite remained above cut-off. Stringer mineralization was included where silver grades were
above 30 g/t and occasionally lower if base metal grades were high. It is assumed the upper 100
m could be mined by open pit methods and the stringer mineralization would have to be removed
to access the massive sulphides. The classification of the mineralization is based on the number of
drill holes on a section and the continuity of the mineralization. The main massive sulphide horizon
has been drilled on sections spaced 40 m apart, and above the -280 m elevation, the down dip
continuity of the horizon has been tested with holes 25 to 30 m apart down dip. All mineralization in
the massive sulphide horizon above 280 m is considered an Indicated Resource while the near
surface stringer mineralization and the massive sulphides below 280 m are considered to be
Inferred Resources. Forty holes define the massive sulphide Indicated Resource horizon. In a 2003
report to SSR, Roscoe Postle Associates Inc. (RPA) concluded SSR's resource estimate was
reasonable based on approximating a NSR using typical smelter contracts, assuming metallurgical
recoveries based on the limited metallurgical testing and on the following price assumptions:
USD$ 5.50 per ounce silver, USD$ 400 per ounce gold, USD$ 0.45 per pound zinc, USD$ 0.25
per pound lead,
and USD$ 0.80 per pound copper, as well as a USD$ 75 transportation cost, and
a CDN$ 1.45:USD$ 1.00 exchange rate.
2
.
Clear Lake historic Resource (2010): Inferred 7.76 million tonnes grading 22 grams/tonne silver,
7.6% zinc, and 1.08% lead. In 2010 SRK was engaged to complete a NI 43-101 compliant
resource estimate for the Clear Lake deposit for Copper Ridge Explorations Inc. The estimate was
made utilizing 1,842 assays from within the deposit, from a total of 13,168 m of drilling in 63
historical drill holes. An average density of 4.07 gm/cc was used, based on a limited number of
field measurements that were confirmed in the laboratory, and with a minimum thickness of 2 m.
Mineral resources were estimated by ordinary kriging in 12m by 12m by 9m blocks. The mineral
resources are reported at a 4% (Pb+Zn) cut-off. Pb grades have been capped at 1.5% and Ag
grades were capped at 60 g/t. Although SRK placed this resource in the inferred category due to
uncertainties related to the historical nature of the available data, they noted that most of the
resource has been drilled at a sufficiently close enough spacing to support indicated classification.
The above information has been taken from a news release by Copper Ridge dated January 18th,
2010, as no technical report is publicly available.
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."
More information is available at
honeybadgersilver.com
Chad Williams
Executive Chairman, Interim CEO
| +1 (647) 498-8244
Sonya Pekar
Investor Relations
| +1 (647) 498-8244
Forward-Looking Statements
Certain statements in this release constitute "forward-looking statements" within the meaning of
applicable securities laws, including but not limited to, the potential of the Project, the timing of the
completion of the Acquisition and the Offering, the third party approvals and consents (including the
TSXV approvals) required to complete the Acquisition and the Offering, the conditions required to be
satisfied to complete the Acquisition, the abilities of the companies to complete the Acquisition on the
terms announced (if at all), the intentions, plans and future actions of Honey Badger described herein,
the timing, content, cost and results of proposed work programs, the discovery and delineation of
mineral deposits / resources / reserves, geological interpretation, the timing for completing the
Acquisition, the Company's ability to satisfy the Escrow Release Conditions on or before the Escrow
Release Deadline,
the potential merits of the Project, and Honey Badger's strategic objective. Such
statements and information involve known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements of the company, its projects, or industry results, to
be materially different from any future results, performance or achievements expressed or implied by
such forward-looking statements or information. Such statements can be identified by the use of words
such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate",
"scheduled", "forecast", "predict" and other similar terminology, or state that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Although the Company
believes that such statements are reasonable, it can give no assurance that such expectations will prove
to be correct. These statements reflect the Company's current expectations regarding future events,
performance and results and speak only as of the date of this release.
The Company does not
undertake, and assumes no obligation, to update or revise any such forward-looking statements or
forward-looking information contained herein to reflect new events or circumstances, except as may be
required by law.
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 press release.
[1]
The Project has received key regulatory approvals including a Type A Water License, Land Use Permits and Environmental Assessment
approvals. As is customary with exploration and/or development stage projects, separate construction and operating permits would be required
once a final investment and construction decision in made.
[2]
The historical estimates for the Project is supported by a technical report dated October 15, 2021 prepared in accordance with NI 43-101,
completed by Ausenco Engineering Canada Inc., for NorZinc Ltd., which is currently the parent company of CZC. The historical estimates
contained in this news release have not been verified as current mineral resources. A "qualified person" (as defined in NI 43-101) has not done
sufficient work to classify the historical estimate as current mineral resources, and the Company is not treating the historical estimate as current
mineral resources. The Company considers the historical estimates to be relevant for the proper understanding of the Project, however, significant
data compilation, re-drilling, re-sampling and data verification may be required by a Qualified Person for the historical estimates to be in
accordance with NI 43-101 standards and to verify the historical estimates as current mineral resources.
[3]
Historical mineral resource estimates for the PC Silver Project are based on the following key parameters and assumptions: (1) Mineral
Resources are stated as of October 15, 2021; (2) Mineral Resources include those Resources converted to Mineral Reserves; (3) Stated at a cut
off grade of 8% ZnEq based on prices of $1.15/lb for zinc, $1.00/lb for lead, and $20/oz for silver; (4) Average processing recovery factors of
81.5% for zinc, 84.3% for lead, and 95.1% for silver; (5) Average payables of 85% for zinc, 95% for lead, and 85% for silver; (5) ZnEq = (grade of
Zn in %) + [(grade of lead in % * price of lead in $/lb * 22.046 * recovery of lead in % * payable lead in %) + (grade of silver in g/t* (price of silver in
$/Troy oz/ 31.10348) * recovery of silver in % * payable silver in %)]/(price of zinc in $/lb*22.046 * recovery of zinc in % * payable zinc in %).
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/289698