Honey Badger Silver Inc. (TSX-V: TUF) is pleased to announce that it is undertaking a non-brokered private placement to raise up to $1,000,000.  All dollar amounts in this news release are in Canadian funds.

The Offering: 

The Offering will consist of a combination of non-flow-through units at a price of $0.13 per NFT Unit, and flow-through shares at a price of $0.16 per FT Share, for aggregate proceeds of up to $1,000,000.  It is expected that this will comprise $750,000 of NFT Units and $250,000 of FT Shares.

Each NFT Unit will consist of one non-flow-through common share of the Company and one non-flow-through common share purchase warrant. Each whole warrant will entitle the holder to acquire one common share of the Company for an exercise price of $0.18 per share for a period of 36 months from its date of issuance.

The Company will use the proceeds of the sale of FT Shares in the Offering to fund programs to advance one or more of the Company’s properties located in the Yukon, Northwest Territories, and Nunavut that will qualify, once renounced, as “flow-through mining expenditures”, as that term is defined in the Income Tax Act (Canada). The Company intends to use the net proceeds of the sale of the NFT Units to fund programs to advance one or more of the Company’s properties 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 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. Finder’s fees will be payable in connection with the Offering.

The Company’s Chairman, Chad Williams, is expected to participate in this financing by subscribing for $250,000 of NFT Units.

Insider Participation

Certain insiders of the Company are expected to participate in the Offering and as a result, each of the Offering and the Incentive Program 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⁾⁽³⁾ 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⁾⁽³⁾. 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 ^(2,3). 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.”