Mr. Dorian Nicol reports

HONEY BADGER SILVER CLOSES NON-BROKERED PRIVATE PLACEMENT

Honey Badger Silver Inc. has closed the non-brokered placement, which was the subject of its news releases of March 20, 2024, April 4, 2024, and April 5, 2024.

The company raised aggregate gross proceeds of $1,204,200 from the sale of:

• 16,749,000 non-flow-through (NFT) units at a price of five cents per NFT unit for gross proceeds of $837,450;
• 5,642,307 flow-through (FT) shares at a price of 6.5 cents per FT share for gross proceeds of $366,750.

Each NFT unit consists of one common share and one-half of a share purchase warrant, with each whole warrant exercisable for one common share at a price of 6.5 cents for 18 months following closing.

The company intends to use the net proceeds of the sale of the NFT units to finance exploration programs and for general and administrative purposes. The proceeds of the sale of the FT shares will be used to finance exploration programs on one or more of the company's exploration properties, located in the Yukon, NWT, and Nunavut, which will qualify as Canadian exploration expenses and, once renounced, flow-through mining expenditures, as those terms are defined in the Income Tax Act (Canada).

In connection with the offering, the company paid a total of $7,130 and issued 97,000 non-transferable finders' warrants in satisfaction of finders' fees on the offering. The finders' warrants each entitle the holder thereof to purchase one common share of the company at a price of 6.5 cents per share for a period of 18 months from the issue date.

All securities issued in connection with the offering are subject to a hold period that expires on Aug. 11, 2024.

Insider participation

Chad Williams, non-executive chairman and director of the company, participated in the offering by subscribing for 3,687,000 NFT units and 3,076,923 FT shares, which constitutes a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of Mr. Williams in the offering in reliance of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not exceed 25 per cent of the company's market capitalization as determined in accordance with MI 61-101. The company obtained approval by the board of directors of the company to the offering, with Mr. Williams declaring and abstaining from voting on the resolutions approving the offering with respect to his participation in the offering. No materially contrary view or abstention was expressed or made by any director of the company in relation thereto.

About Honey Badger Silver Inc.

Honey Badger Silver is a silver company. The company is led by a highly experienced leadership team with a record of value creation backed by a skilled technical team. The company's projects are located in areas with a long history of mining, including the Sunrise Lake project, with a historic resource of 12.8 million ounces (oz) of silver (and 201.3 million pounds of zinc) indicated and 13.9 million oz 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 kilometres east of Yukon's prolific Keno Hill and adjacent to Snowline Gold's Rogue discovery. The company's Clear Lake project in Yukon has a historic resource of 5.5 million ounces of silver and 1.3 billion pounds of zinc (2) (3). The company also has a significant landholding at the Nanisivik mine area, located in Nunavut, Canada, that produced over 20 million ounces of silver between 1976 and 2002 (2) (3). A qualified person has not done sufficient work to classify the foregoing historic resources as current mineral resources and the company is not treating the estimate as a current mineral resource. The historic resource estimates cannot be relied upon. Additional work, including verification drilling/sampling, will be required to verify the estimate as a current mineral resource.

(1) Sunrise Lake 2003 RPA historic resource: indicated -- 1,522,000 tonnes grading 262 grams per tonne silver, 6.0 per cent zinc, 2.4 per cent lead, 0.08 per cent copper and 0.67 gram per tonne gold; and inferred -- 2,555,000 tonnes grading 169 grams per tonne silver, 4.4 per cent zinc, 1.9 per cent lead, 0.07 per cent copper and 0.51 gram per tonne gold.

(2) Clear Lake 2010 SRK historic resource: inferred -- 7.76 million tonnes grading 22 grams per tonne silver, 7.6 per cent zinc and 1.08 per cent 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."

We seek Safe Harbor.