Honey Badger announces proposed consolidation and advance notice provisions for annual general meeting

TORONTO, ONTARIO, May 31, 2013 – Honey Badger Exploration Inc. (“Honey Badger” or the “Company”) (TSXV: TUF) announces that it has mailed the notice of meeting and information circular (collectively, the “Circular”) for its annual and special meeting of shareholders to be held on June 27, 2013 (the “Meeting”).

Subject to applicable shareholder and regulatory approval, the Company may consolidate its outstanding common shares (the “Common Shares”) on the basis of up to ten (old) for one (new) shares, or such other ratio noted below as may be determined by the board of directors (the “Board”) of the Company (the “Consolidation”). 70,880,717 Common Shares of the Company are currently issued and outstanding. Following the completion of the proposed Consolidation, the number of Common Shares of the Company issued and outstanding will depend on the ratio selected by the Board. The following table sets out the appropriate number of Common Shares that would be outstanding as a result of the Consolidation at the ratios suggested below.

Consolidation Ratio
Proposed Consolidation Ratio
Approximate Number of Outstanding Common Shares (Post Consolidation)
10 for 1
7,088,072
7.5 for 1
9,450,762
5 for 1
14,176,143

After careful consideration, the Board has decided to table this resolution to reduce the number of Common Shares in order to increase its flexibility with respect to potential business transactions, including any future equity financings and potential property acquisitions. Approval by shareholders does not necessarily mean that a Consolidation will occur, rather it will provide the Board the ability to implement a Consolidation if they deem it to be necessary for the betterment of the Company and its shareholders.

The Company also announces Board approval of an advance notice by-law (the “By-law”). The purpose of the By-law is to provide shareholders, directors and management of the Company with a clear framework for nominating directors of the Company. The Company is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation. The By-law is intended to further these objectives.

The By-law, among other things, includes a provision that requires advance notice to the Company in certain circumstances where nominations of persons for election to the Board are made by the Company’s shareholders. The By-law establishes a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to the Company. No person will be eligible for election to the Board unless nominated in accordance with the By-law.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days and not more than 65 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Company will seek shareholder approval of the Consolidation and the By-law at the Meeting, or any adjournment thereof. The Circular provides further details of these items.

A copy of the Circular and the By-law will be available on SEDAR under the Company’s profile at www.sedar.com.

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

For more information, please visit our website at http://www.honeybadgerexp.com

Contact Information:

Brent Nykoliation, Vice President of Business Development

Phone: (416) 364-7024, (416) 364-2753 (FAX)

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Kirk McKinnon, Chariman and CEO

Phone: (416) 364-7024, (416) 364-2753 (FAX)

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

 

Cautionary Statement:

Neither the TSX Venture Exchange nor its Regulation Services Provider (defined in TSX Venture Exchange policies) has in any way passed upon the merits of the proposed transactions and neither of the foregoing entities has approved or disapproved of the contents of this press release.

This News Release contains forward-looking statements. Forward-looking statements are statements which relate to future events. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.