Honey Badger Silver Inc. (TSX-V: TUF) (OTCQB: HBEIF) is pleased to announce that it 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 Prairie Creek 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 major permitted underground silver-zinc-lead project located in the Northwest Territories. Significant progress has been made at the Project in recent years including receiving all key regulatory and permitting approvals [1]. The Project has been advanced through multiple economic studies, including a 2021 Preliminary Economic Assessment and a 2017 Feasibility Study. Impacts and Benefits Agreements have been signed by the two impacted Indigenous Governments – the Nahɂą Dehé Dene Band in Nahanni Butte and the Łíídlįį Kų́ę́ First Nation in Fort Simpson – along with a Benefit Agreement with the Acho Dene Koe First Nation in Fort Liard. In addition, a winter road with significant investments and progress towards an all-season road have been made, including road clearing, detailed engineering and management plans.
CZC’s cash and third-party debt is expected to be essentially nil following the closing, subject to customary closing adjustments. An approximate $5.7 million environmental bond, which is intended to fund past environmental disturbances, will remain in place for the Company’s benefit. Any cash held by CZC as of closing will be reflected in the final purchase price through customary closing adjustments. All outstanding indebtedness of Canadian Zinc Corporation, together with unpaid transaction expenses, will be satisfied or discharged at closing, with the applicable amounts paid by or on behalf of the Company directly to the relevant creditors and service providers thus lowering the net cash consideration paid by the Company, in accordance with the adjustments set forth in the Agreement.
[1] The Project has received key regulatory approvals including a Type A Water License, Land Use Permits and Environmental Assessment approvals. Separate construction and operating permits would be required once a final investment and construction decision in made.
The historical estimates[2] 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.
The Company’s Executive Chairman, Chad Williams, commented
“This is a transformative transaction for Honey Badger, adding a key asset to our portfolio of silver projects, and reflecting the strength of our team’s commitment to identifying, acquiring and developing silver mining properties. For the first time in its history, the PC Silver Project can be evaluated through the lens of over C$100/oz silver. Historically zinc-focused, value is now dominated by its silver component. This fundamentally shifts the strategy for future resource growth and mine plan optimization, with silver-rich zones taking priority.”
The Company believes that the key aspects of the Project include:
In connection with the Acquisition, Honey Badger has entered into an agreement with SCP Resource Finance LP, as lead-agent on behalf of a syndicate of agents, pursuant to which the Agents have agreed to use commercially reasonable efforts to arrange a brokered private placement offering of up to 62,500,000 subscription receipts of the Company at a price of C$0.16 per Subscription Receipt for gross proceeds of up to C$10 million.
Highlights and Key Terms
Total consideration of C$12 million is to consist of a C$10 million cash payment on closing, plus C$2 million in shares and warrants of Honey Badger, with pricing determined based upon the Offering and in accordance with applicable TSX Venture Exchange policies, in each case subject to the Agreement, including adjustments contained therein. Based on an Offering price of C$0.16 per Subscription Receipt, Honey Badger will issue 12,500,000 units to RCF, at a price of C$0.16 per unit, on substantially the same terms and conditions as the Units (as defined below) issuable upon conversion of the Subscription Receipts issuable pursuant to the Offering (see below).
The transaction 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 TSXV acceptance. Honey Badger’s common shares have been halted and are expected to remain halted until acceptance by the TSXV.
PC Technical Snapshot
The Project is a permitted underground silver-zinc-lead project located in the Northwest Territories. The Project hosts a large, high-grade historical resource with significant existing underground development and infrastructure. The deposit comprises multiple steeply dipping vein and stratabound-style mineralized zones hosted within Proterozoic sedimentary rocks of the Mackenzie Mountains.
Key highlights include:
CZC Financial Information[4]
Set forth below is certain financial information of CZC derived from CZC’s internal management accounts (unless otherwise indicated), with all amounts expressed in thousands of Canadian dollars:
| Pro Forma Post-Closing[5] | Fiscal Year Ended December 31, 2025 (Unaudited) | Fiscal Year Ended December 31, 2024 (Unaudited) | |
| Assets | 9,449 | 9,449 | 10,908 |
| Liabilities | 6,405 | 6,405 | 7,498 |
| Intercompany Payable | Nil | 85,642[6] | 80,384 |
| Net loss and Comprehensive loss | N/A | (5,624) | (8,800) |
Figures are unaudited and remain subject to change.
Subscription Receipt Financing Details
The Company intends to complete a brokered private placement Offering of up to 62,500,000 Subscription Receipts at a price of C$0.16 per Subscription Receipt for gross proceeds of up to C$10 million.
Each Subscription Receipt will automatically convert, without payment of additional consideration and without further action on the part of the holder thereof, into one unit of the Company upon the satisfaction of the Escrow Release Conditions (as defined herein) on or prior to the Escrow Release Deadline (as defined herein).
Each Unit will consist of one common share of the Company and one Common Share purchase warrant of the Company. Each Warrant will entitle the holder thereof to acquire one additional Common Share for a period of three years from the closing of the Offering at an exercise price to be determined following the announcement of the Offering and in accordance with the policies 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 cancelled, and the Escrowed Funds will be returned to holders of Subscription Receipts on a pro rata basis.
The Company has granted the Agents an option, exercisable up to 48 hours prior to the closing of the Offering, to increase the size of the Offering by up to 15%.
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.
The net proceeds from the Offering (including the Agents Option) are expected to be used to fund the cash portion of purchase price associated with the Acquisition and the expenses related to the Acquisition.
Closing of the Offering is expected to occur on or about April 15, 2026 and remains subject to customary closing conditions, including receipt of all necessary approvals, including the approval of the TSXV.
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 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.
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