What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-12-04 compared with 2020-11-24 · 48 added, 98 removed, 277 unchanged (35% of the section changed)

41 unchanged sentences

However, the Company did not address accounting for these invoices in a timely manner.

Additionally, there was an invoice for a finder’s fee for the Company’s February 2020 private placement that was not accounted for in a timely manner.

· As a result, in November 2020, it was determined that the Company had under accrued for invoices issued by the EPA for excess water treatment costs relating to years ended June 30, 2018, 2019 and 2020, interest payable on the outstanding EPA balance, and for a finder's fee related to the Company's February 2020 private placement, which resulted in an understatement of liabilities for 2019 and 2020, an understatement of opening and closing deficit for 2019 and 2020, and an understatement of exploration expenses and net losses for 2019 and 2020.

As a result, in November 2020, it was determined that the Company had under accrued for invoices issued by the EPA for excess water treatment costs relating to years ended June 30, 2018, 2019 and 2020 and interest payable on the outstanding EPA balance, which resulted in an understatement of liabilities for 2018 and 2019, an understatement of opening deficit for 2019 and closing deficit for 2018 and 2019, and an understatement of exploration expenses and net losses for 2018 and 2019.

Based on the context in which the individual deficiencies occurred and the resulting restatement of its previously filed financial statements, management has concluded that these significant deficiencies, in combination, represent a material weakness.

15 unchanged sentences

January 5, 2018

Director and CEO

October 6, 2016

1 unchanged sentence

Director and CFO

November 9, 2018

July 19, 2019

Richard Williams

Director and Executive Chairman

March 27, 2020

President and CEO

April 14, 2020

Biographical Information

9 unchanged sentences

Hall is a graduate of the University of British Columbia (BA, MA) and has diplomas from Beijing University and Beijing Language Institute.

John Ryan is a Director of the Company.

John Ryan is a Director and Interim CEO of the Company.

Ryan has been an active entrepreneur in the resources sector for over twenty years.

11 unchanged sentences

Aird also held several public and private board positions from 1990 to the present day, including among others Trilon Financial, Royal LePage Real Estate, Edelman Canada, Delta 9 Cannabis Inc., Envoy Capital Group Inc., Invesprint Corporation, and currently acts as Chair at Balnagowan Investments Canada.

Richard Williams is an executive with an established track-record of transformational leadership within the Mining Industry and other demanding environments.

He is currently a Non-Executive Director of Trevali Mining Corporation and an advisor to companies facing complex operational, political or ESG challenges.

Formerly the Chief Operating Officer of Barrick Gold Corporation and the company’s Executive Envoy to Tanzania, he has also served as Chief Executive Officer of the Afghan Gold and Minerals Company and as a Non-Executive Director of Gem Diamonds Limited.

Prior to his commercial mining experience, Mr.

Williams served as the Commanding Officer of the British Army’s Special Forces Regiment, the SAS.

He holds an MBA from Cranfield University, a BSc in Economics from University College London and an MA in Security Studies from Kings College London.

Sam Ash was a Partner from 2015 at Barrick Gold Corp.

(“Barrick”) and held various roles over the nine years employed there.

This includes three years as General Manager of the Lumwana Copper Mine in Zambia, Technical Support Manager to Barrick’s Copper Business Unit, General Support Manager on the Cortez Mine in Nevada and Chief Engineer leading the roll-out of new Underground Mining standards in the USA and Tanzania.

Prior to his time at Barrick, Mr.

Ash served as Manager of New Operations for Veris Gold Corp.

(formerly, Yukon-Nevada Gold Corp.) primarily on the Jerritt Canyon Mine in Nevada, and also as an Underground Mine Supervisor with Drummond Company, Inc.

He has recently completed his Masters’ Degree in Leadership and Strategy at the London Business School and has a BS in Mining Engineering from the University of Missouri Rolla.

Family Relationships

10 unchanged sentences

All such requests should be sent care of Bunker Hill Mining Corp., Attn:

Corporate Secretary, 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1.

Corporate Secretary, 401 Bay Street, Suite 2702, Toronto, Ontario, Canada, M5H 2Y4.

EXECUTIVE COMPENSATION .

4 unchanged sentences

Non-qualified

Manish Kshatriya (2) (3)

Howard Crosby (4)

3 unchanged sentences

Wayne Parsons

Richard Williams

President/Executive Chairman

(1) Option awards reflect the aggregate grant date fair value computed using the Black-Scholes model;

for a discussion please refer to Note 6 in the Notes to the Financial Statements herein.

(2) Manish Kshatriya was the Company’s CEO and CFO to October 6, 2016.

He received a salary of $26,500 for the months of July and August 2016.

From November 2016 to May 2017 Mr.

Kshatriya provided consulting services to the Company, though not officially CFO any longer, for which he was paid $87,500.

Included in other compensation was a $100,000 settlement payment (see note 4 below) as well as $18,750 related to an option exercise paid on his behalf by Mr.

(3) Due to the lack of financial resources available to the Company, the base salary, and any associated benefits have been accrued but not paid since January 1, 2016.

As at June 30, 2016, the unpaid base salary obligation is $75,000, and effective the date of filing of this Form 10-K, the unpaid salary obligation has increased to approximately $112,500.

This was settled on March 31, 2017 by paying Mr.

Kshatriya $100,000 included above in other compensation.

(4) Howard Crosby was the Company’s CEO and CFO from October 6, 2016 to April 18, 2017, after which he became Executive Vice President until November 2018.

2 unchanged sentences

(7) Dan Hrushewsky was the Company’s Executive Vice President from December 1, 2017 to October 15, 2018.

(6) John Ryan was the Company’s CEO from October 12, 2018 to April 14, 2020.

(8) John Ryan became the Company’s CEO on October 12, 2018.

(9) Wayne Parsons became the Company’s CFO on May 22, 2019.

(8) Sam Ash became the Company’s CEO on April 14, 2020.

Grant of Plan Based Awards

3 unchanged sentences

In September 2018, 43,750 fully-vested stock options were issued to a consultant with a five-year life and an exercise price of $8.00 per share.

On October 24, 2019, 1,575,000 stock options were issued to directors and officers of the Company.

These options have a 5-year life and are exercisable at C$0.60 per share.

On April 20, 2020, 5,957,659 stock options were issued to certain directors of the Company.

Each stock option entitles the holder to acquire one common share of the Company at an exercise price of C$0.55.

The stock options vest in one fourth increments upon each anniversary of the grant date and expire in 5 years.

Outstanding Stock Options Awards At Fiscal Year End

4 unchanged sentences

Unexercisable

October 24, 2024

Wayne Parsons

October 24, 2024

April 20, 2025

Richard Williams

April 20, 2025

Long-Term Incentive and Compensation Plans

In May 2020, and as part of its overall compensation planning, the Bunker Board introduced a long term incentive plan (the “Long Term Incentive Plan” or “LTIP”) that provides for time-based share unit awards (“RSUs”), deferred share units (“DSUs”), options (“Options”) and performance-based share unit awards (“PSUs”, and collectively with RSUs, DSUs and Options, “Awards”) that may be granted to employees, officers and eligible consultants and directors of the Company and its affiliates.

Recipients of Awards are defined as “Participants”.

The aim of the Company’s compensation program is to attract and retain highly qualified executives and to link compensation to performance and shareholder value.

This must ensure that the compensation is sufficiently competitive to achieve this objective.

The Bunker Board considers a number of factors in order to determine compensation, including the Company’s contractual obligations, the individual’s performance and other qualitative aspects of the individual’s performance and achievements, the amount of time and effort the individual will devote to the Company and the Company’s financial resources.

The Company’s compensation program is comprised of:

(a) A base salary or management fee arrangement and benefits .

The base salaries or management fee arrangements and benefits paid to the key executives are not based on any specific formula and are set so as to be competitive with other companies of similar size and state of development in the mineral industry.

This base salary also includes sign-on incentives, which may be issued in the form of cash, RSUs, DSUs or Options.

(b) A short-term incentive program in the form of bonuses .

Bonuses are paid to key executives based on individual, team and Company performance and the executive’s position in the Company.

Any bonus awards are at the sole discretion of the Bunker Board.

The LTIP consists of DSUs, RSUs, PSUs, and Options which provide the Bunker Board with additional long term incentive mechanisms to align the interests of the directors, officers, employees or consultants of the Company with shareholder interests.

The LTIP also provides for, among other things, an accelerated vesting of awards in the event of a change in control, thereby aligning the Company’s practices with current corporate governance best practices respecting a change in control.

The Board believe that equity-based compensation plans are the most effective way to align the interests of management with those of shareholders.

Long-term incentives must also be competitive and align with the Company’s compensation philosophy.

The Company does not have a pension plan that provides for payments or benefits to its executive officers.

Long-Term Incentive Plans

The Company does not have any long-term incentive plans, pension plans, or similar compensatory plans for its directors or executive officers.

Change of Control Agreements

The Company has provided change of control benefits to senior officers to encourage them to continue their employment in the event of a purchase, sale, reorganization, or other significant change in the business.

These benefits have a “double trigger” meaning that an event of termination is also required in a change of control to trigger a severance payment.

If the employment agreement of the senior officer is terminated (a) by the Company without just cause, or (b) by the senior officer for good reason pursuant to the terms of the employment agreement, at any time within 12 months of a change of control, the Company is required to make a lump sum severance payments equal to 24 months of base salary.

In addition, at such time all Awards shall be deemed to have vested, and all restrictions and conditions applicable to such Awards shall be deemed to have lapsed and the Shares these Awards shall be issued and delivered.

There are no change of control agreements in place at this time.

Employment Agreements

33 unchanged sentences

No more than 2% of the outstanding Shares may be granted to any one Consultant (as defined in the Plan) in any twelve-month period, or to persons conducting Investor Relations Activities (as defined in the Plan) in any twelve-month period.

On March 25, 2020, the Board of Directors of the Company approved the adoption of the Company’s Restricted Stock Unit Incentive Plan (the “RSU Plan”) under which RSUs of the Company, whereby each RSU represents the right to receive one Common Share, have been reserved for purposes of possible future issuance of RSUs.

The RSU Plan is intended to enhance the Company’s ability to attract and retain highly qualified officers, directors, key employees, consultants and other persons, and to motivate such officers, directors, key employees, consultants and other persons to serve the Company and to expend maximum effort to improve the business results and earnings of the Company by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.

To this end, the RSU Plan provides for the grant of RSUs and any of these awards of RSUs (“Awards”) may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals of the Company.

The Following information is intended to be a brief description and summary of the material features of the RSU Plan:

(a) The maximum number of Common Shares available for issuance under the RSU Plan shall be 7,249,278, subject to adjustment or increase of such number pursuant to the terms of the RSU Plan.

(b) The number of Common Shares to be issued under the RSU Plan shall not exceed 10% of the total number of the issued and outstanding Common Shares.

(c) In the event that an Award is exercised for Common Shares, the Common Shares reserved for issuance in connection with such Award will be returned to the pool of available Common Shares authorized for issuance under the RSU Plan and will be available for reservation pursuant to a new Award grant.

(d) Awards may be made under the Plan to any employee, director or consultant of the Company, as the Board of Directors shall determine and designate from time to time.

(e) Awards granted under the RSU Plan may, in the discretion of the Board of Directors, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company.

(f) At the time a grant of RSUs is made, the Board of Directors may, in its sole discretion, establish a vesting period applicable to such RSUs, and each Award of RSUs may be subject to a different vesting period.

On April 21, 2020, the Board of Directors of the Company approved the adoption of the Company’s Deferred Share Unit Plan (the “DSU Plan”), pursuant to which the Board of Directors may grant DSUs to eligible persons under the DSU Plan.

Each DSU entitles grantee to receive on vesting an amount equal to:

(A) the number of vested DSUs elected to be redeemed multiplied by (B) the fair market value of the Common Shares less (C) any applicable withholdings pursuant to the DSU Plan.

The purposes of

the DSU Plan are to:

(i) align the interests of directors of the Company with the long term interests of shareholders of the Company;

and (ii) to allow the Company to attract and retain high quality directors.

The Following information is intended to be a brief description and summary of the material features of the DSU Plan:

(a) A committee of directors of the Company appointed by the Board of Directors to administer the DSU Plan may grant DSUs to any director of the Company in its sole discretion.

(b) Awards may be made under the Plan to any director of the Company, as the committee appointed by the Board of Directors shall determine and designate from time to time.

(c) Should the Common Shares no longer be publicly traded at the relevant time such that the fair market value of the Common Shares cannot be determined in accordance with the formula set out in the definition of that term pursuant to the DSU Plan, the fair market value of a Common Share shall be determined by the committee appointed by the Board of Directors in its sole discretion.

(d) At the time a grant of DSUs is made, the committee appointed by Board of Directors may, in its sole discretion, establish a vesting period applicable to such DSUs.

Director Compensation

8 unchanged sentences

Wayne Parsons

Richard Williams

Option awards reflect the aggregate grant date fair value computed using the Black-Scholes model;

9 unchanged sentences

Equity compensation plans not approved by security holders

Number of securities to be issued upon exercise of outstanding RSUs and DSUs

Weighted average grant date price of outstanding RSUs and DSUs

Number of securities remaining available for future issuances under equity compensation plans, excluding securities reflected in column (a)

Plan category

Security Ownership of Certain Beneficial Owners

13 unchanged sentences

Common Shares NIL

Hugh Aird (1)

5 unchanged sentences

New York, NY 10019 USA

Common Shares 1,266,666

Common Shares NIL

Richard Williams (1)

Option Common Shares 100,000 (2)

Robert Genovese

BG Capital Croup Ltd.

1250 South Pine Island Rd., Suite 500

Plantation, Florida 33324 USA

Common Shares 930,842 (4)

1 unchanged sentence

Common Shares 8,000,000 (2)

Gemstone 102 Ltd.

Common Shares 7,559,108

(1) Director, Officer or Significant Employee of Company

(2) Included in this number are 100,000 common shares owned by Mr.

Robert Genovese which entitle the holder to exercise the option to acquire common shares from Mr.

Robert Genovese in conjunction with the occurrence of a Change of Control Event or after May 1, 2023 without the occurrence of a

Change of Control Event.

An escrow agreement has been signed whereby these shares may not be sold until the occurrence of a Change of Control Event or after May 1, 2023 without the occurrence of a Change of Control Event.

Bruce Reid has voting control over these shares.

(3) Included in this number are (a) 200,000 common shares owned by Mr.

Robert Genovese which entitle the holder to exercise the option to acquire common shares in conjunction with the occurrence of a Change of Control Event or after May 1, 2023 without the occurrence of a Change of Control Event and (b) direct ownership of 1,060,712 common shares.

An escrow agreement has been signed whereby these shares may not be sold until the occurrence of a Change of Control Event or after May 1, 2023 without the occurrence of a Change of Control Event.

Bruce Reid has voting control over these shares.

(4) Robert Genovese, holds these shares directly or indirectly though other entities.

An escrow agreement has been signed whereby these shares may not be sold until the occurrence of a Change of Control Event or after May 1, 2023 without the occurrence of a Change of Control Event.

Genovese beneficially owns a total of 1,330,842 common shares reduced by 400,000 common shares that have been optioned to Howard Crosby (100,000 option common shares, Bruce Reid (200,000 option common shares) and John Ryan (100,000 option common shares).

Bruce Reid has voting control over these shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

4 unchanged sentences

For the purpose of preparing the disclosures in this document with respect to director independence, the Company has used the definition of “independent director” within the meaning of National Instrument 52-110 – Audit Committees adopted by the Canadian Securities Administration and as set forth in the Marketplace Rules of the NASDAQ, which defines an “independent director” generally as being a person, other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

John Ryan, Dickson Hall, and Hugh Aird are currently the only “independent” directors of the Company.

Jennifer Boyle and Mr.

Harold Shipes resigned as directors on September 19 and September 27, 2018, respectively.

John Ryan and, Dickson Hall are currently the only “independent” directors of the Company.

PRINCIPAL ACCOUNTING FEES AND SERVICES

51 unchanged sentences

Wayne Parsons, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer

November 23, 2020

October 16, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

November 23, 2020

Chief Executive Officer, Principal Executive Officer

November 23, 2020

December 4, 2020

Chief Executive Officer, Principal Executive Officer, Director

December 4, 2020

/s/ Wayne Parsons

1 unchanged sentence

Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer

November 23, 2020

December 4, 2020

/s/ Hugh Aird

November 23, 2020

December 4, 2020

/s/ Dickson Hall

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 9A. Controls and Procedures