Toronto, ON, May 30, 2011 – Honey Badger Exploration Inc. (TSX.V:TUF – “Honey Badger” or the “Company”) announces that a special resolution proposing a consolidation of the issued and outstanding common shares of the Company will be tabled before the shareholders at the annual and special meeting of shareholders to be held at the Company’s offices, 141 Adelaide Street West, Suite 520 Toronto, Ontario, Canada on June 23, 2011 at 10:30am. Shareholders of record as of the close of business on May 16, 2011 will be entitled to vote on the resolutions put forth at this meeting.
Honey Badger Exploration Inc. (“the Company”) is proposing a share consolidation of its outstanding share capital with a view to increasing its flexibility with respect to potential business transactions (including any equity financings), on the basis of either 1 new share for 2 old shares or up to 1 new share for 3 old shares, to be determined by the Board of Directors (“the Board”). The Board believes that shareholder approval of a maximum potential consolidation ratio (rather than a single consolidation ratio) of up to one for three provides the Board with maximum flexibility to achieve the desired results, and to ensure that the Company remains in compliance with applicable shareholder distribution requirements of the TSX Venture Exchange.
The Company currently has an unlimited number of Common Shares authorized for issuance and the Consolidation will not have any effect on the number of Common Shares that remain available for future issuances. As at May 27, 2011, the Company has outstanding 46,076,737 common shares. On the basis of 1 new share for 2 old shares, the post consolidation number of shares outstanding will be 23,038,369 common shares and on the basis 1 new share for 3 old shares, the post consolidation number of shares outstanding will be 15,358,913 common sharesnce.
The Common Shares reserved for issuance pursuant to any outstanding convertible securities including the Company’s stock option plan will be reduced proportionately.
If the special resolution is approved, the Consolidation will be implemented, if at all, only upon a determination by the Board that the Consolidation is in the best interests of the Company and its shareholders at that time. In connection with any determination to implement a Consolidation, the Company's Board will set the timing for such a consolidation and select the specific ratio from within the range for a ratio set forth in the special resolution.
The share consolidation is subject to the approval of the TSX Venture Exchange.
About Honey Badger Exploration Inc
Honey Badger Exploration is a gold and base-metals exploration company headquartered in Toronto, Ontario, Canada. The Company's common shares trade on the TSX Venture Exchange under the symbol “TUF”.
For more information, please visit our website at http://www.honeybadgerexp.com
Honey Badger Exploration Inc.
Vice President of Business Development
Tel.: (416) 364-4029
Fax: (416) 364-2753
or Kirk McKinnon, President & CEO, or Richard Schler, Chief Operating Officer & CEO
This News Release contains forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995, with respect to its exploration results, the potential for discovery of additional mineralized zones and future exploration programs and budgets. These forward-looking statements are made as of the date of this news release. Users of forward-looking statements are cautioned that actual results may vary from the forward-looking statements contained herein. While the Company has based these forward-looking statements on its expectations about future events as at the date that such statements were prepared, the statements are not a guarantee of the Company's future performance and are subject to risks, uncertainties, assumptions and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Such factors and assumptions include, among others, the effects of general economic conditions, the prices of gold and copper, changing foreign exchange rates and actions by government authorities, uncertainties associated with legal proceedings and negotiations and misjudgments in the course of preparing forward-looking statements. In addition, there are known and unknown risk factors which could cause the Company's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company is under no obligation to update or alter any forward-looking statements except as required under applicable securities laws.