Mr. Dorian Nicol reports
HONEY BADGER SILVER CLOSES NON-BROKERED PRIVATE PLACEMENT
Honey Badger Silver Inc. closed the second and final tranche on Friday, Jan. 3, 2025, of the non-brokered private placement previously announced on Nov. 21, 2024, Dec. 16, 2024, and Dec. 31, 2024, through the issuance of 1,619,231 non-flow-through units at a purchase price of 13 cents per NFT unit and 465,000 flow-through shares at a purchase price of 16 cents per FT share for total aggregate proceeds of $284,900.
The company raised aggregate gross proceeds of $1,000,400 from the first tranche closed on Dec. 16, 2024, and the second tranche through the sale of:
- 6,276,923 NFT units for gross proceeds of $816,000;
- 1,152,500 FT shares for gross proceeds of $184,400.
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 18 cents per share for a period of 36 months from its date of issuance.
Each FT share will consist of one flow-through common share of the company.
The company will use the proceeds of the sale of FT shares in the offering to finance 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 finance programs to advance one or more of the company's properties and for general and administrative purposes.
In connection with the second tranche, the company paid aggregate cash finders' fees of $5,514 and issued 27,900 non-transferable finders' warrants to certain arm's-length finders.
In total for the first and second tranche of the offering, the company paid an aggregate total of $12,764 and issued 79,775 non-transferable finder warrants in satisfaction of finders' fees on the offering. The finder warrants entitle the holders thereof to purchase one common share of the company at a price of 18 cents per share for a period of 36 months from its date of issuance.
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.
Insider participation
Dorian L. (Dusty) Nicol, chief executive officer and director of the company, and Chad Williams, non-executive chairman and director of the company, participated in the second tranche of the offering, with Mr. Nicol subscribing for 384,615 NFT units and Mr. Williams subscribing for 600,000 NFT units, which constitute related-party transactions 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. Nicol and 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. Nicol and Mr. Williams declaring and abstaining from voting on the resolutions approving the offering with respect to their participation in the offering. No materially contrary view or abstention was expressed or made by any director of the company in relation thereto.
Mr. Williams's aggregate participation in the offering is 2,907,692 NFT units. Mr. Nicol's aggregate participation in the offering is 384,615 NFT units.
Mr. Williams is anticipated to become a new control person of the company as a result of his participation in the offering. The company will be seeking disinterested shareholder approval for the creation of a new control person at the annual general and special meeting of shareholders to be held on Feb. 14, 2025.
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 Moz 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 Moz 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.
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