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HONEY BADGER SILVER ANNOUNCES FULL EXERCISE OF OVER-ALLOTMENT OPTION, WARRANT PRICING FOR $11.5 MILLION FINANCING

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HONEY BADGER SILVER ANNOUNCES FULL EXERCISE OF OVER-ALLOTMENT OPTION, WARRANT PRICING FOR $11.5 MILLION FINANCING

 

 

 

 

 

Honey Badger Silver Inc. (TSX-V: TUF) (OTCQB: HBEIF) is pleased to announce that, further to its press release dated March 19, 2026 announcing a brokered private placement offering of subscription receipts, SCP Resource Finance LP, as lead agent on behalf of a syndicate of agents has fully exercised 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, pursuant to the Offering.

Each Subscription Receipt will be issued at a price of C$0.16 and will convert into one 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 and one Common Share purchase 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.

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, 100% owner of the PC Silver Project from Resource Capital Fund VI L.P. 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 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 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, 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. If the Escrow Release Conditions are satisfied on or before June 15, 2026, 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 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 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.”

 

Posted March 24, 2026

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