Mr. Dorian Nicol reports

HONEY BADGER SHAREHOLDERS APPROVE ALL RESOLUTIONS AT ANNUAL GENERAL AND SPECIAL MEETING

All resolutions put forward at Honey Badger Silver Inc.'s annual general and special meeting of shareholders held on Feb. 14, 2025, as further described in the company's information circular dated Jan. 10, 2025, were approved.

The approved resolutions include the approval of a new fixed equity incentive plan, which was approved by the board of directors on Dec. 12, 2024, subject to regulatory and shareholder approval. Shareholders also approved the resolution approving Chad Williams, non-executive chairman and director of the company, as a control person of the company as defined in the policies of the TSX Venture Exchange.

Equity incentive plan

The company's new equity plan governs the granting of any restricted share unit, performance share unit or deferred share unit granted under the fixed equity plan to directors, officers, employees and consultants of the company or a subsidiary of the company. The company has reserved for issuance a fixed number of common shares of up to 7,529,890 common shares, being 10 per cent of the issued and outstanding common shares at the record date of the meeting.

Control person

Disinterested shareholders at the meeting approved the creation of Mr. Williams as a control person of the company. Mr. Williams holds 20,373,599 common shares of the company, representing 27.1 per cent of the company's outstanding common shares on an undiluted basis.

Early warning

Mr. Williams subscribed for 2,307,692 units in the first tranche of the company's private placement, which closed on Dec. 16, 2024, and a further 600,000 units in the second tranche, which closed on Jan. 3, 2025, for a total of 2,907,692 units at a price of 13 cents per unit. Each unit was composed of one common share and one share purchase warrant, entitling Mr. Williams to acquire one additional common share at a price of 16 cents per share. These units and Mr. Williams's subscription proceeds were held in escrow pending the company's shareholders approving Mr. Williams as a control person. Following the approval of this resolution at the meeting, the escrowed units have been released to Mr. Williams, and his subscription proceeds have been released to the company.

Prior to his acquisition of units in the placement, Mr. Williams held 17,465,907 common shares, representing approximately 25.8 per cent of the issuer's then 67,769,478 issued and outstanding common shares, and would have held approximately 34.1 per cent of the issuer's issued and outstanding common shares if all of the 3,510,167 share purchase warrants and 2,100,158 stock options then held by him were exercised.

On completion of the placement and the release to him from escrow of the units he purchased in the placement, Mr. Williams held 20,373,599 common shares, representing approximately 27.1 per cent of the issuer's then 75,298,900 issued and outstanding common shares, and would have held approximately 38.4 per cent of the issuer's issued and outstanding common shares if all of his 6,417,859 share purchase warrants and 2,100,158 stock options were exercised.

Mr. Williams has advised the company that he acquired the units he purchased in the placement for investment purposes and that, subject to applicable securities laws, he may increase or decrease his ownership of securities of the company from time to time depending on market conditions and/or other relevant factors.

About Honey Badger Silver Inc.

Honey Badger 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. Its 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 of silver (and 201.3 million pounds of zinc) indicated and 13.9 Moz of silver (and 247.8 million pounds of zinc) inferred 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 the Yukon territory has a historic resource of 5.5 million ounces of silver and 1.3 billion pounds of zinc. 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. 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 current mineral resources.

We seek Safe Harbor.