Honey Badger Announces Changes to Management and Private Placement Financing

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NEWS RELEASE

July 23, 2020

Honey Badger Announces Changes to Management and Private

Placement Financing

Toronto, Ontario – July 23, 2020 – Honey B adger Expl oration Inc. ( the “Company”)

(TSXVE:TUF) is please d to announce certa in changes to its management team. Quentin

Yarie, Craig Scherba and Kevin Tanas have each resi gned from the Board in order to focus

on other activities . The Board has appointed Chad Williams and Rejean Gosselin to fill the

vacancies resulting from such resignations. These gentlemen, along with incumbent

director Chad Gilfillan, are exp ected to be among management’s nomi nees at the annual

general meeting of shareholders to be held on or about September 30, 2020.

The Board wishes to thank Mr. Yarie, Mr. Sche rba and M r. Tanas for their service to the

Company and wishes each of them well . Mr. Yarie has announced that he intends to step

aside as President & CE O of the Compa ny effective immediately to enable him to focus on

his other business endeavours. The Board has appointed Chad Williams to succeed Mr.

Yarie as interim CEO, effective immediately. Mr. Yarie will re main as a consultant for a

transition period yet to be determined.

The Comp any also announced that it intends to offer for sale, on a non -brokered private

placement basis, securities of the C ompany (the “ Offering”) consisting of units (the

“Units”) at a price of $ .04 per Unit , with each Unit comprised of one common share (a

“Share”) of the Company and one S hare purchase warrant ( a “Warrant”) with each

Warrant being exercisable to acquire one S hare at a price of $0.05 per share for a period of

24 months followin g the closing date of the Off ering, for aggregate gr oss proceeds to the

Company of up to $500,000. There are currently 80,370,824 Shares outstanding. Assuming

the maximum proceeds of the Offering are raised, the Company will issue 1 2,500,000

Shares and 12,500,000 Warrants pursuant to the Offering . The Offering is subje ct to t he

receipt of TSX Venture Exchange (“TSXVE”) approval and all regulatory approvals. Insiders

are expected to subscribe for greater than 25% of the number of Units sold in the Offering.

The company is relying on the temporary relief measures announced by the TSXVE on April

8, 2020 (the “Temporary Relief”) in offering the Units at a pric e that is less than $0.05 per

unit. Pursuant to the Temporary Rel ief, the Issuer will not issue more than 100% of the

issued and ou tstanding Shares pursuant to the Off ering. All securities issued under the

Temporary Relief will be subject to a TSXVE hold period in addition to the restricted period

under applicable secur ities laws and will be legended accordingly . The proceeds of the

Offering will not primarily be used to pay m anagement fees or for investor relations

activities.

The proceeds derived from the Offering , assuming the maximum proc eeds are raised, will

be used for continued exploration of the company’s silver assets in Thunder Bay, as well as

general office and administration expenses, in accordance with the proposed budget set out

in the Use of Proceeds table below:

USE OF PROCEEDS

CORPORATE ADMINISTRATIVE EXPENSES AMOUNT ($)

Management fees

Audit fees

Legal fees

Public company fees (incl. SEDAR, TSX-V, AGM)

Insurance – D&O, CGL

Transfer agent

Office rent

Telecommunications

General Office

Working Capital

54,000

20,000

15,000

13,750

5,775

2,100

15,500

5,000

7,000

31,875

Sub-Total 170,000

PROJECT EXPENDITURES

General compilation

Prospecting and geological mapping

Soil and Rock Geochemical survey

Preparation and assaying

Detailed geophysical surveys (MAG, IP

Mechanical trenching

Contingencies

25,000

55,000

28,000

18,000

125,000

15,000

64,000

Sub-Total 330,000

GRAND TOTAL 500,000

There can be no assurances that the Offer ing will be completed on the terms set out herein,

or at all , or that the proceeds of the Offering will be sufficient for the purpose s of the

Company. The Comp any currently intends to use the proceeds as noted, but for sound

business reas ons may re-allocate some or all of the funds in the best interests of the

Company.

The securities offered have not been registered under the United States Sec urities Act of

1933, as amen ded, and may not be offered or sold in the United States or to, or f or the

account or benefit of, U.S. persons absent registration or an applicable exemption from

registration requirements. This release does not constitute an offer for sale of securities in

the United States.

Subject to the approval of the TSXVE , it is anticipated that the closing of the Offering will

occur as soon a s possible and on or about August, 7 , 2020 (or such other date as the

Company may determine).

Proposed Consolidation

At the Meeting, the Company will submit for approval to the s hareholders a special

resolution to c onsolidate the common s hares of the Company . As of Ju ly 22, 2020, the

Corporation had 80,370,824 Common Shares issued and outstanding. Following the

completion of the proposed Consolidatio n, the number of Common Shares of the

Corporation issued and outstanding will depend on the ratio selected by the Corporation’ s

Board. The following table sets out the appropriate nu mber of Common Shares that would

be outstanding as a result of the Consolidation at the ratios suggested below.

Selected Proposed Consolidation Ratios(1)

Approximate Number of Outstanding Common Shares

(Post Consolidation)(2) (3)

1 for 2 40,185,412

1 for 3 26,790,275

1 for 5 16,074,165

1 for 8 10,046,353

Notes:

(1) The ratios above are for information purpo ses only and are not indicative of the actual ratio that may be adopted by the Board of Directors

to effect the Co nsolidation, which, if the Consolidation Resolution is approved, may be one Ne w Common Share for up to every eight (8 )

issued and outstanding Common Shares.

(2) The exact number of Common Shares outstanding after the Consolidation will vary based on the elimination of fractional shares, and certain

other factors.

(3) Based on the number of outstanding Common Shares as at the date hereof, being [80,370,824] Common Shares.

The Board is rec ommending that shareholders approve the Consolidation Proposal at the

Meeting. All outstanding convertible securities such as stock o ptions and warrants will also

be affected by the Consolidation Proposal, if approved. The Corporation is also considering

a name change in conjunc tion with the Consolidation Proposal. The proposed new name

will be set out in the circu lar to be used in connection with the Meeting and the trading

symbol will be at the discretion of the TSX Venture Exchange.

The Board may recommend to reduce the number of Common Shares of the Corporation in

order to inc rease its flexibility with respec t to potential business transactions, including

any equity financings, if determined by the Board of Director s to be necessary and/or

desirable. The Consolida tion is sub ject to the approval of the shareholders of the

Corporation, any required regulatory approvals as well as the TSX Venture Exchange.

About Honey Badger Exploration Inc.

Honey Badger is a mineral exploration company headquartered in Toronto, On tario,

Canada with properties in Quebec and Ontario including an int erest in the Thunder Bay

Cobalt-Silver Project. The Company's common shares trade on the TSX Venture Exchange

under the symbol “TUF”.

For more information, please visit our website at http://www.honeybadgerexp.com.

Or contact:

Chad Williams, President & CEO, (416) 364-7029, [email protected]

Neither TSX Venture Exchange nor its Reg ulation Services Provider (as that term is defined in policies of the TSX

Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This News Release contains fo rward-looking statements. In some cases, you can identify forward -looking

statements by termi nology such as “may”, “should”, “expects”, “plans”, “a nticipates”, “believes”, “estimates”,

“predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Th ese

statements are only predictio ns and involve known and unknown risks, uncertainties and other factors that may

cause our or our industry’s actual results, levels of activity, performance or achievements to be materially

different from any future results , levels of activity, performance or achievements expressed or implied by these

forward-looking statements.

Although the Company believes that the assumptions and factors used in preparing the forward -looking

information in this news release are reasonabl e, undue reliance should not be p laced on such information, which

only applies as of the date of this news release . The Company disclaims any intention or obligation to update or

revise any forward -looking information, whet her as a result of new information, future events or otherwise,

other than as required by law.