What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-31 compared with 2020-09-18 · 374 added, 83 removed, 11 unchanged (98% of the section changed)

The Corporation

Bunker Hill Mining Corp.

(Formerly Liberty Silver Corp.) (the “Company” or the “Corporation”) was incorporated under the laws of the state of Nevada, U.S.A on February 20, 2007 under the name Lincoln Mining Corp.

Pursuant to a Certificate of Amendment dated February 11, 2010, the Company changed its name to Liberty Silver Corp.

On September 29, 2017, the Company changed its name to Bunker Hill Mining Corp.

The Company’s registered office is located at 1802 N.

Carson Street, Suite 212, Carson City Nevada 89701, and its head office is located at 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1, and its telephone number is 416-477-7771.

Current Operations

The Company was incorporated for the purpose of engaging in mineral exploration and development activities.

On August 28, 2017, the Company announced that it signed a definitive agreement (the “Agreement”) for the lease and option to purchase of the Bunker Hill Mine (the “Mine”) in Idaho.

The “Bunker Hill Lease with Option to Purchase” is between the Company and Placer Mining Corporation (“Placer Mining”), the current owner of the Mine.

On October 22, 2019, the lease was amended and continues until August 1, 2020.

The lease period can be extended by a further 6 months at the Company’s discretion.

Under the revised terms of its agreement, during the term of the lease, the Company must make $60,000 monthly mining lease payments and previously accrued outstanding amounts.

However, if and when the Company exercises its purchase of the mine (as described below), these deferred payments are waived by the mine owner.

Under the revised term, the Company has an option to purchase 100% of the marketable assets of the Bunker Hill Mine for a purchase price of $11 million at any time before the end of the lease.

The purchase price also includes the negotiable United States Environmental Protection Agency (“EPA”) costs of $20 million.

An additional term of the amended lease provides for the elimination of all royalty payments that were to be paid to the mine owner.

Upon signing the amended agreement, the Company paid a one-time, non-refundable cash payment of $300,000 to the mine owner.

This payment will be applied to the purchase price upon execution of the purchase option.

In the event the Company elects not to exercise the purchase option, the payment shall be treated as an additional care and maintenance payment.

In addition to the payments to Placer Mining, pursuant to an agreement with the EPA whereby for so long as Bunker leases, owns and/or occupies the Bunker Hill Mine, the Company will make payments to the EPA on behalf of the current owner in satisfaction of the EPA’s claim for cost recovery.

These payments, if all are made, will total $20 million.

The agreement calls for payments starting with $1 million 30 days after a fully ratified agreement was signed (which payment was made) followed by $2 million on November 1, 2018 and $3 million on each of the next 5 anniversaries with a final $2 million payment on November 1, 2024.

In addition to these payments, the company is to make semi-annual payments of $480,000 on June 1 and December 1 of each year, to cover the EPA’s costs of maintaining the water treatment facility.

The November 1, 2018, December 1, 2018, June 1, 2019 and November 1, 2019 payments were not made, and the Company is having discussions with the EPA to amend and defer payments.

Management believes this amended lease and option will provide the Company time to complete exploratory drilling, produce a mine plan and raise the money needed to move forward.

Management continues to push forward and advance the timeline to realizing shareholder value.

The Bunker Hill Mine remains the largest single producing mine by tonnage in the Coeur d'Alene lead, zinc and silver mining district in Northern Idaho.

Historically, the mine produced over 35M tonnes of ore grading on average 8.76% lead, 3.67% zinc, and 155 g/t silver (Bunker Hill Mines Annual Report 1980).

The Bunker Hill Mine is the Company’s only focus, with a view to raising capital to rehabilitate the mine and put it back into production.

The Company believes that there are numerous exploration targets of opportunity left in the mine from surface, in parallel to known and mined mineralisation and at depth, below existing workings.

In addition to the Zinc-rich zones, these also include high-grade Lead-Silver veins which are currently the primary focus of the company’s exploration programs.

The Bunker Hill Mine is a Lead-Silver-Zinc Mine.

When back in production, the Company intends to mill mineralized material on-site or at a local third-party mill to produce both Lead-Silver and Zinc concentrates which will then be shipped to third party smelters for processing.

The Company will continue to explore the property with a view to proving additional resources.

in Fiscal Year End

On February 12, 2021, the Company’s Board of Directors (the “Board”)

approved a change in our fiscal year end from the last day of June to a calendar fiscal year ending on the last day of December of each

year, effective January 1, 2021.

In this report, references to “fiscal year” refer to years ending December 31, 2021 and June

References in this report to the “transition period” refer to the six-month period ended December 31, 2020.

The Company was incorporated for the purpose

of engaging in mineral exploration and development activities.

The Company’s sole focus is the Bunker Hill mine (the “Mine”),

as described below.

August 28, 2017, the Company announced that it signed a definitive agreement with Placer Mining Corporation (“Placer Mining”),

the current owner of the Mine, for the lease and option to purchase the Mine in Idaho (the “Lease and Option Agreement”).

Mine remains the largest single producing mine by tonnage in the Coeur d’Alene lead, zinc and silver mining district in Northern

Historically and according to the Bunker Hill Mines Annual Report 1980, the Mine produced over 35,000,000 tonnes of ore grading

on average 8.76% lead, 3.67% zinc, and 155 g/t silver.

The Mine is the Company’s only focus, with a view to raising capital to

rehabilitate the mine and put it back into production.

November 1, 2019, the Lease and Option Agreement was amended (the “Amended Agreement”).

Under the terms of the Amended Agreement,

the Company has an option to purchase the marketable assets of the Mine for a purchase price of $11,000,000 at any time prior to the

expiration of the Amended Agreement, payable $6,200,000 in cash, and $4,800,000 in unregistered Common Shares of the Company (calculated

using the market price at the time of exercise of the purchase option).

Upon signing the Amended Agreement, the Company paid a one-time,

non-refundable cash payment of $300,000 to Placer Mining.

This payment will be applied to the cash portion of the purchase price upon

execution of the purchase option.

In the event the Company elects not to exercise the purchase option, the payment shall be treated as

an additional care and maintenance payment.

An additional term of the Amended Agreement provides for the elimination of all royalty payments

that were to be paid to Placer Mining.

the terms of the Amended Agreement, during the term of the lease, the Company must make care and maintenance payments in the amount of

$60,000 monthly plus other expenses, i.e.

taxes, utilities and mine rescue payments.

July 27, 2020, the Company announced that it secured, for a $150,000 cash payment, a further extension to the Lease and Option, Amended

and Extension Agreements to purchase the Mine from Placer Mining (the “Second Extension”).

The Second Extension is for a

further 18 months and is in addition to the 6-month extension.

This Second Extension expires on August 1, 2022.

This Second Extension

provides the Company with more time to invest the proceeds of the ongoing financing in ways that compile and digitize fully over 95 years

of historical and geological data, verify the historical reserves, and explore the high-grade silver targets within the Mine complex.

November 20, 2020 the Company successfully renegotiated the Amended Agreement.

Under the new terms, the purchase price has been decreased

from $11,000,000 to $7,700,000, with $5,700,000 payable in cash (with an aggregate of $300,000 to be credited toward the purchase price

of the Mine as having been previously paid by the Company and an aggregate of $5,400,000 payable in cash outstanding) and $2,000,000

in Common Shares of the Company.

The reference price for the payment in Common Shares will be based on the share price of the last equity

raise before the option is exercised.

The Company will continue to make a monthly care and maintenance payment of $60,000 to the Lessor

in return for on-going technical support to the Company.

Under this amendment to the Amended Agreement, the Company’s contingent

obligation to settle $1,787,300 of accrued payments due to the Lessor has been waived.

Further, under the amendment to the Amended Agreement,

the Company is to make an advance payment of $2,000,000 to Placer Mining, which shall be credited toward the purchase price of the Mine

when the Company elects to exercise its purchase right.

In the event that the Company irrevocably elects not to exercise its purchase

right, the advance payment of $2,000,000 will be repaid to the Company within twelve months from the date of such election.

made this advance payment, which had the effect of decreasing the remaining amount payable to purchase the Mine to an aggregate of $3,400,000

payable in cash and $2,000,000 in Common Shares of the Company.

As a part of the purchase price, the Amended Agreement

also requires payments pursuant to an agreement with the U.S.

Environmental Protection Agency (“EPA”) whereby for so long

as the Company leases, owns and/or occupies the Mine, the Company will make payments to the EPA on behalf of Placer Mining in satisfaction

of the EPA’s claim for cost recovery.

These payments, if all are made, will total $20,000,000.

The agreement calls for payments

starting with $1,000,000 30 days after a fully ratified agreement was signed (which payment was made) followed by $2,000,000 on November

1, 2018 and $3,000,000 on each of the next 5 anniversaries with a final $2,000,000 payment on November 1, 2024.

In addition to these

payments, the Company is to make semi-annual payments of $480,000 on June 1 and December 1 of each year, to cover the EPA’s estimated

costs of maintaining and treating water at the water treatment facility with a true-up to be paid by the Company once the actual costs

are determined.

The November 1, 2018, December 1, 2018, June 1, 2019, November 1, 2019, November 1, 2020, and November 1, 2021

payments were not made, and the Company engaged in discussions with the EPA in an effort to reschedule these payments in ways

that enable the sustainable operation of the Mine as a viable long-term business.

On December 20, 2021, the Company announced the execution of a non-binding

term sheet outlining a $50,000,000 non-dilutive project finance package, the execution of a settlement agreement amendment with the EPA,

and the execution of an agreement to purchase of the Bunker Hill Mine.

The non-binding term sheet with Sprott Private Resource

Streaming and Royalty Corp.

(“ SRSR ”) and other investors outlined a $50,000,000 project financing package that

the Company expects to fulfill the majority of its funding requirements to restart the Bunker Hill Mine.

The financing package consisted

of a $8,000,000 royalty convertible debenture (the “ Royalty Convertible Debenture ”), a $5,000,000 (increased to $6,000,000)

convertible debenture (the “ Convertible Debenture ”), and a multi-metals stream of up to $37,000,000 (the “ Stream ”,

together with the Royalty Convertible Debenture and the Convertible Debenture, the “ Project Financing Package ”).

closing for Royalty Convertible Debenture, the Convertible Debenture and the Stream are conditional on a number of matters, including

the finalization of definitive documentation, regulatory and stock exchange approvals, and closing of the purchase of Bunker Hill Mine.

The Company consummated the $8,000,000 the Royalty

Convertible Debenture in January 2022.

The Royalty Convertible Debenture will initially bear interest at an annual rate of 9.0% payable

in cash or Common Shares at the Company’s option, until such time that SRSR elects to convert a royalty, with such conversion option

expiring at the earlier of advancement of the Stream or 18 months.

In the event of conversion, the Royalty Convertible Debenture will

cease to exist and the Company will grant a royalty for 1.85% of life-of-mine gross revenue from mining claims considered to be historically

worked, contiguous to current accessible underground development, and covered by the Company’s 2021 ground geophysical survey (the

“ SRSR Royalty ”).

A 1.35% rate will apply to claims outside of these areas.

The Royalty Convertible Debenture will

initially be secured by a share pledge of the Company’s operating subsidiary, Silver Valley, until such time that a full security

package is put in place.

In the event of non-conversion, the principal of the Royalty Convertible Debenture will be repayable in cash.

The Company also consummated the $6,000,000 Convertible

Debenture in January 2022, which was increased from a previously-announced $5,000,000.

Convertible Debenture will initially bear interest at an annual rate of 7.5%, payable in cash or shares at the Company’s option,

and a maturity of 18 months from the closing of the Royalty Convertible Debenture.

Until the closing of the Stream, the Convertible Debenture

is convertible into Common Shares at a price of C$0.30 per Common Share, subject to stock exchange approval.

Alternatively, SRSR may

elect to retire the Convertible Debenture with the cash proceeds from the Stream.

The Company may elect to repay the Convertible Debenture

if SRSR elects not to exercise its conversion option at such time, a minimum of 12 months of interest would apply.

Subject to SRSR internal approvals, further technical

and other diligence, and satisfactory definitive documentation, the Company expects to close the Stream concurrent with a formal construction

decision being made by the end of Q2 2022.

A minimum of $27,000,000 and a maximum of $37,000,000 (the “ Stream Amount ”)

will be made available under the Stream, at the Company’s option, once the conditions of availability of the Stream have been satisfied.

Assuming the maximum funding of $37,000,000 is drawn, the Stream would apply to 10% of payable metals sold until a minimum quantity of

metal is delivered consisting of, individually, 55 million pounds of zinc, 35 million pounds of lead, and 1 million ounces of silver.

Thereafter, the Stream would apply to 2% of payable metals sold.

If the Company elects to draw less than $37,000,000 under the Stream,

the percentage and quantities of payable metals streamed will adjust pro-rata.

The delivery price of streamed metals will be 20% of the

applicable spot price.

The Company may buy back 50% of the Stream Amount

at a 1.40x multiple of the Stream Amount between the second and third anniversary of the date of funding, and at a 1.65x multiple of

the Stream Amount between the third and fourth anniversary of the date of funding.

The Company will be permitted to incur additional

indebtedness of $15,000,000 and a cost over-run facility of $13,000,000 from other financing counterparties.

Effective December 19, 2021, the Company entered

into an amended Settlement Agreement between the Company, Idaho Department of Environmental Quality, US Department of Justice and the

EPA (the “ Amended Settlement ”).

Upon entering the Amended Settlement, the Company is now fully compliant with its

payment obligations to these parties.

The Amended Settlement modifies the payment schedule and payment terms for recovery of historical

environmental response costs at Bunker Hill Mine by the EPA.

A total of $19,000,000 remains to be paid by the Company.

The new payment

schedule includes a $2,000,000 payment to the EPA within 30 days of the execution of this Amended Settlement.

The remaining $17,000,000

will be paid on the following dates:

November 1, 2024

November 1, 2025

November 1, 2026

November 1, 2027

November 1, 2028

November 1, 2029

$2,000,000 plus accrued interest

The Amended Settlement includes additional payment

for outstanding water treatment costs that have been incurred over the period from 2018 through 2020.

This $2,900,000 payment will be

made within 90 days of execution of this Amended Settlement.

In addition to the changes in payment terms and

schedule, the Company has committed to securing financial assurance in the form of performance bonds or letters of credit deemed acceptable

The financial assurance will total $17,000,000, corresponding to the Company’s obligations to be paid in the 2024-2029

period as outlined above, that can be drawn on by the EPA in the event of non-performance by the Company (the “ Financial Assurance ”).

The amount of the bonds will decrease over time as individual payments are made.

If the Company does not post the Financial Assurance

within 90 days of execution of the Amended Settlement, it must issue an irrevocable letter of credit for $9,000,000.

The EPA may draw

on this letter of credit after an additional 90 days if the Company is unable to either put the Financial Assurance in place or make

payment for the full $17,000,000 of remaining historical cost recovery sums.

In the event neither occurs, the terms of the initial Settlement

Agreement will be reinstated.

On March 22, 2022, the Company reported that in consultation with the EPA, it has committed to meet the

$2,900,000 payment and Financial Assurance obligations by 180 days from the effective date of the Amended Settlement Agreement.

On January 10, 2022, the Company announced that

following the approval of the transaction by Placer Mining Corp.

shareholders and satisfaction of other closing conditions, the purchase

of the Bunker Hill Mine closed on January 7, 2022.

The terms of the purchase were modified to $5,400,000 in cash, from $3,400,000 of

cash and $2,000,000 of Common Shares.

Concurrently, the Royalty Convertible Debenture in the amount of $8,000,000 also closed as definitive

documentation and all closing conditions were met.

On January 31, 2022, the Company announced that

following the satisfaction of all closing conditions, including completion of definitive documentation and a full security package, the

Convertible Debenture closed on January 28, 2022.

The parties agreed to amend the funding to $6,000,000, an increase of $1,000,000 from

the previously envisaged amount of $5,000,000, reflecting increased demand from Sprott and other investors.

The terms of the Convertible

Debenture are unchanged from the Company’s news release of December 20, 2021 as described above.

On March 9, 2022, the Company announced a private

placement of up to C$15,000,000 of special warrants of the Company (the “Special Warrants”).

The Company intends to use the

net proceeds of the offering to fund the restart and development of the Mine, outstanding obligations to the EPA, and for general corporate

In support of plans to rapidly restart the Mine,

the Company worked systematically through 2020 and 2021 to delineate mineral resources and conduct various technical studies.

If successful

in closing the Stream, together with securing additional financing requirements, which may include additional indebtedness of $15,000,000

and a cost over-run facility of $13,000,000, management believes that it is well positioned to execute this strategy.

April and July 2020, the Company worked to validate in accordance with National Instrument

43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”)

standards up to 9 million tons of primarily zinc ore contained within the UTZ, Quill and

Newgard Ore Bodies.

This involved over 9,000 feet of drilling from Underground and extensive

sampling from the many open stopes above the water-level.

These zones could provide the majority

of the early feed if the Company were to achieve a restart of the Mine.

September 28, 2020, the Company announced its maiden mineral resources estimate consisting of a total of 8.9 million tons in the Inferred

category, containing 11 million ounces of silver, 880 million pounds of zinc, and 410 million pounds of lead, which represented the result

of the Company’s extensive drilling and sampling efforts conducted between April and July 2020.

November 12, 2020, the Company announced the launch of a Preliminary Economic Assessment (“PEA”) to assess the potential

for a rapid restart of the Mine for minimal capital by focusing on the de-watered upper areas of the Mine, utilizing existing

infrastructure, and based on truck haulage and toll milling methods.

On January 26, 2021, the Company reported continued

progress towards completing the previously announced PEA, and further detail regarding the potential parameters of the restart,

i) low up-front capital costs through utilization of existing infrastructure, potentially enabling a rapid production restart;

ii) a staged approach to mining, potentially supporting a long-life operation;

iii) underground processing and tailings deposition

with potential for high recovery rates;

iv) development of a sustainable operation with minimal environmental footprint;

and v) potential

increase in the existing resource base.

On March 19, 2021, the Company announced a mineral

resource estimate consisting of a total of:

4.4 million tons in the Indicated category, containing 3.0 million ounces of silver,

487 million pounds of zinc, and 176 million pounds of lead;

5.6 million tons in the Inferred category, containing 8.3 million ounces

of silver, 548 million pounds of zinc, and 312 million pounds of lead.

On April 20, 2021, the Company announced the results

of its PEA for the Mine.

The PEA contemplates a $42,000,000 initial capital cost (including 20% contingency) to rapidly restart

the Mine, generating approximately $20,000,000 of annual average free cash flow over a 10-year mine life, and producing over 550

million pounds of zinc, 290 million pounds of lead, and 7 million ounces of silver at all-in sustaining costs of $0.65 per payable pound

of zinc (net of by-products).

The PEA contemplates a low environmental footprint, long-term water management solution, and significant

positive economic impact for the Shoshone County, Idaho community.

The PEA is based on the Mineral Resource Estimate described above

and published on May 3, 2021, following the drilling program conducted in 2020 and early 2021 to validate the historical reserves.

PEA includes a mining inventory of 5.5Mt, which represents a portion of the 4.4Mt Indicated mineral resource and 5.6Mt Inferred mineral

resource that comprise the Mineral Resource Estimate.

The PEA is preliminary in nature and includes Inferred mineral resources that are

considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized

as mineral reserves.

There is no certainty that the project described in the PEA will be realized.

Mineral resources that are not mineral

reserves do not have demonstrated economic viability.

On May 3, 2021, the Company filed a technical report

with further detail regarding the mineral resource estimate announced on March 19, 2021, entitled “Technical Report for the Bunker

Hill Mine, Coeur d’Alene Mining District, Shoshone County, Idaho, USA” with an effective date of March 22, 2021.

This technical

report was prepared in accordance with the requirements of subpart 1300 of Regulation S-K (the “SEC Mining Modernization Rules”)

and Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”).

On June 4, 2021, the Company filed a technical report

entitled “Technical Report And Preliminary Economic Assessment For Underground Milling And Concentration Of Lead, Silver And Zinc

At The Bunker Hill Mine, Bunker Hill Mine, Coeur d’Alene Mining District, Shoshone County, Idaho, USA” in support of the PEA

that it announced on April 20, 2021 (as described above).

This technical report was prepared in accordance with the requirements of the

SEC Mining Modernization Rules and NI 43-101

20, 2021, the Company announced the results of an updated PEA for the Mine.

The updated PEA contemplates a $44,000,000 initial

capital cost (including 20% contingency) to rapidly restart the Mine, generating approximately $25,000,000 of annual average free

cash flow over an 11-year mine life, and producing over 590 million pounds of zinc, 320 million pounds of lead, and 8 million ounces

of silver at all-in sustaining costs of $0.47 per payable pound of zinc (net of by-products).

As with the PEA published on June 4, 2021,

the updated PEA is based on the Mineral Resource Estimate described above and published on May 3, 2021, following the drilling program

conducted in 2020 and early 2021 to validate the historical reserves.

The PEA includes a mining inventory of 6.4Mt, which represents

a portion of the 4.4Mt Indicated mineral resource and 5.6Mt Inferred mineral resource that comprise the Mineral Resource Estimate.

On November 3, 2021, the Company filed a technical

report entitled “Technical Report And Preliminary Economic Assessment For Underground Milling And Concentration Of Lead, Silver

And Zinc At The Bunker Hill Mine, Bunker Hill Mine, Coeur d’Alene Mining District, Shoshone County, Idaho, USA” in support

of the updated PEA that it announced on September 20, 2021 (as described above).

On November 30, 2021, the Company announced the

completion of an updated mineral resource estimate (the “Mineral Resource Estimate” or “MRE”) for the Bunker

Hill Mine consisting of a total of:

6.6 million tons in the Measured and Indicated category, containing 6.8 million ounces of silver,

740 million pounds of zinc, and 324 million pounds of lead;

6.7 million tons in the Inferred category, containing 10.4 million ounces

of silver, 669 million pounds of zinc, and 392 million pounds of lead.

On December 29, 2021, the Company filed a technical

report entitled “Technical Report And Preliminary Economic Assessment For Underground Milling And Concentration Of Lead, Silver

And Zinc At The Bunker Hill Mine, Bunker Hill Mine, Coeur d’Alene Mining District, Shoshone County, Idaho, USA” (the “Technical

Report” or “Bunker Hill Technical Report”) in support of the updated MRE that it announced on November 30, 2021 (as

described above).

This technical report was prepared in accordance with the requirements of the SEC Mining Modernization Rules and NI-43-101

and is filed as an exhibit to the Registration Statement of which this prospectus is a part.

On January 31, 2022, the Company announced the signing of a non-binding

Memorandum of Understanding (“MOU”) with Teck Resources Limited (“Teck”) for the purchase of a comprehensive package

of equipment and parts inventory from its Pend Oreille site (the “Pend Oreille Process Plant”) in eastern Washington State,

approximately 145 miles from the Bunker Hill Mine by road.

The package comprises substantially all processing equipment of value located

at the site, including complete crushing, grinding and flotation circuits suitable for a planned ~1,500 ton-per-day operation at Bunker

Hill, and total inventory of nearly 10,000 components and parts for mill, assay lab, conveyer, field instruments, and electrical spares.

The MOU outlines a purchase price under two scenarios, at Teck’s option:

an all-cash $2,750,000 purchase price, or a $3,000,000

purchase price comprised of cash and Bunker Hill shares.

Each option includes a $500,000 non-refundable deposit, which has been paid by

the Company subsequent to the end of the year.

On March 7, 2022, the Company announced the signing of an Asset Purchase agreement for

the purchase of the Pend Oreille Process Plant.

Closing of the transaction remains subject to certain conditions, including payment of

the remaining purchase price by May 15, 2022.

On March 3, 2022, the Company announced the purchase

of a 225-acre surface land parcel for approximately $200,000.

The Company intends this to serve as a strategic asset for the rapid restart

of the Mine, optimizing construction efficiency and costs while providing improved access to prospective areas identified by our recent

geophysics survey.

Management Optimization

September 2020, the Company began its water management program with the goal of improving the understanding of the Mine’s water

system and enacting immediate improvement in the water quality of effluent leaving the Mine for treatment at the Central Treatment Plant

Informed by historical research provided by the EPA, the Company initiated a study of the water system of the Mine

i) identify of the areas where sulphuric acid (Acid Mine Drainage, or “AMD”) is generated in the greatest and most concentrated

quantities, and ii) understand the general flow paths of AMD on its way through and out of the mine as it travels to the CTP.

its improved understanding through this study, on February 11, 2021 the Company announced the successful commissioning of a water pre-treatment

plant located within the Mine, designed to significantly improve the quality of Mine water discharge, which in turn would support a rapid

restart of the Mine.

Specifically, the water pre-treatment plant achieves this goal by reducing significantly the amount of treatment

required at the CTP, and the associated costs, before the Mine water is discharged into the south fork of the Coeur D’Alene River,

removing over 70% of the metals from water before it leaves the Mine, with the potential for further improvements.

an effort to improve transparency to all stakeholders with regard to the results of this system, the Company launched a water quality

tracking platform on its website on March 15, 2021, which uploads real-time data every five minutes and provides an interactive database

to allow detailed historical analysis.

Mine is a lead-silver-zinc Mine.

When back in production, the Company intends to mill mineralized material on-site or at a local third-party

mill to produce both lead-silver and zinc concentrates which will then be shipped to third party smelters for processing.

Infrastructure

The acquisition of the Bunker Hill mine includes all mining rights and claims, surface rights, fee parcels, mineral interests, easements, existing infrastructure at Milo Gulch, and the majority of machinery and buildings at the Kellogg Tunnel portal level, as well as all equipment and infrastructure anywhere underground at the Bunker Hill Mine Complex.

The acquisition also includes all current and historic data relating to the Bunker Hill Mine Complex, such as drill logs, reports, maps, and similar information located at the mine site or any other location.

Government Regulation and Approval

The current exploration activities and any future mining operations are subject to extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine construction, and protection of endangered and protected species.

The Company has made, and expects to make in the future, significant expenditures to comply with such laws and regulations.

Future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have an adverse impact on the Company’s financial condition or results of operations.

It is anticipated that it may be necessary to obtain the following environmental permits or approved plans prior to commencement of mine operations:

* Reclamation and Closure Plan

* Water Discharge Permit

* Air Quality Operating Permit

* Industrial Artificial (tailings) pond permit

* Obtaining Water Rights for Operations

Property Description

The Company’s agreement (as amended) with Placer Mining Corporation includes mineral rights to approximately 440 patented mining claims covering over 5700 acres.

Mine includes all mining rights and claims, surface rights, fee parcels, mineral interests, easements, existing infrastructure at Milo

Gulch, and the majority of machinery and buildings at the Kellogg Tunnel portal level, as well as all equipment and infrastructure anywhere

underground at the Bunker Hill Mine Complex.

It also includes all current and historic data relating to the Bunker Hill Mine Complex,

such as drill logs, reports, maps, and similar information located at the Mine site or any other location.

Regulation and Approval

current exploration activities and any future mining operations are subject to extensive laws and regulations governing the protection

of the environment, waste disposal, worker safety, mine construction, and protection of endangered and protected species.

has made, and expects to make in the future, significant expenditures to comply with such laws and regulations.

Future changes in applicable

laws, regulations and permits or changes in their enforcement or regulatory interpretation could have an adverse impact on the Company’s

financial condition or results of operations.

is anticipated that it may be necessary to obtain the following environmental permits or approved plans prior to commencement of mine

and Closure Plan

Discharge Permit

Quality Operating Permit

Artificial (tailings) pond permit

Water Rights for Operations

The Company has mineral rights to approximately

440 patented mining claims covering over 5700 acres.

Of these claims, 35 include surface ownership of approximately 259 acres.

The transaction also includes certain parcels of fee property which includes mineral and surface rights but not patented mining claims.

Mining claims and fee properties are located in Townships 47, 48 North, Range 2 East, Townships 47, 48 North, Range 3 East, Boise Meridian, Shoshone County, Idaho.

The agreement (as amended) specifically excludes the following:

the Machine Shop Building and Parcel number 21 including all fixed equipment located inside the building and personal property located upon this parcel;

unmilled ore located at the mine yard, and residual lead/zinc ore mined and broken, but not removed from the Bunker Hill Mine.

Surface rights were originally owned by various previous owners of the claims until the acquisition of the properties by Bunker Limited Partners (“BLP”).

BLP sold off surface rights to various parties over the years while maintaining access to conduct mining operations and exploration activities as well as easements to a cross over and access other of its properties containing mineral rights.

Said rights were reserved to its assigns and successors in continuous perpetuity.

Idaho Law also allows mineral right holders access to mine and explore for minerals on properties to which they hold minerals rights.

Title to all patented mining claims included in the transaction was transferred from Bunker Hill Mining Co.

also has certain parcels of fee property which includes mineral and surface rights but not patented mining claims.

claims and fee properties are located in Townships 47, 48 North, Range 2 East, Townships 47, 48 North, Range 3 East, Boise Meridian,

Shoshone County, Idaho.

rights were originally owned by various previous owners of the claims until the acquisition of the properties by Bunker Limited Partners

BLP sold off surface rights to various parties over the years while maintaining access to conduct mining operations

and exploration activities as well as easements to a cross over and access other of its properties containing mineral rights.

were reserved to its assigns and successors in continuous perpetuity.

Idaho Law also allows mineral right holders access to mine and

explore for minerals on properties to which they hold minerals rights.

to all patented mining claims included in the transaction was transferred from Bunker Hill Mining Co.

by Warranty Deed in

The sale of the property was properly approved of by the U.S.

The sale of the property was approved of by the U.S.

Trustee and U.S.

Bankruptcy Court.

Over 90% of surface ownership of patented mining claims not owned by Placer Mining Corp.

is owned by different landowners.

90% of surface ownership of patented mining claims not owned by Placer Mining is owned by different landowners.

These include:

Stimpson Lumber Co.;

Riley Creek Lumber Co.;

1 unchanged sentence

and Northern Lands LLC.

Patented mining claims in the State of Idaho do not require permits for underground mining activities to commence on private lands.

Other permits associated with underground mining may be required, such as water discharge and site disturbance permits.

The water discharge is being handled by the EPA at the existing water treatment plant.

The Company expects to take on the water treatment responsibility in the future and obtain an appropriate discharge permit.

The Company competes with other mining and exploration companies in connection with the acquisition of mining claims and leases on zinc and other base and precious metals prospects as well as in connection with the recruitment and retention of qualified employees.

Many of these companies are much larger than the Company, have greater financial resources and have been in the mining business for much longer than it has.

As such, these competitors may be in a better position through size, finances and experience to acquire suitable exploration and development properties.

The Company may not be able to compete against these companies in acquiring new properties and/or qualified people to work on its current project, or any other properties that may be acquired in the future.

Given the size of the world market for base precious metals such as silver, lead and zinc, relative to the number of individual producers and consumers, it is believed that no single company has sufficient market influence to significantly affect the price or

supply of these metals in the world market.

The Company is currently managed by Sam Ash, President and CEO and Wayne Parsons, Chief Financial Officer.

Reports to Security Holders

The Company files reports with the SEC under section 15d of the Securities Exchange Act of 1934.

The reports will be filed electronically.

All copies of any materials filed with the SEC may be read at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C.

Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

mining claims in the State of Idaho do not require permits for underground mining activities to commence on private lands.

Other permits

associated with underground mining may be required, such as water discharge and site disturbance permits.

The water discharge is being

handled by the EPA at the existing CTP.

The Company expects to take on the water treatment responsibility in the future and obtain an

appropriate discharge permit.

Company competes with other mining and exploration companies in connection with the acquisition of mining claims and leases on zinc and

other base and precious metals prospects as well as in connection with the recruitment and retention of qualified employees.

these companies are much larger than the Company, have greater financial resources and have been in the mining business for much longer

As such, these competitors may be in a better position through size, finances and experience to acquire suitable exploration

and development properties.

The Company may not be able to compete against these companies in acquiring new properties and/or qualified

people to work on its current project, or any other properties that may be acquired in the future.

the size of the world market for base precious metals such as silver, lead and zinc, relative to the number of individual producers and

consumers, it is believed that no single company has sufficient market influence to significantly affect the price or supply of these

metals in the world market.

The Company has four

The balance of the Company’s operations is contracted for as consultants.

to Security Holders

Company files reports with the SEC under section 15d of the Securities Exchange Act of 1934 (the “Exchange Act”).

will be filed electronically.

All copies of any materials filed with the SEC may be read at the SEC’s Public Reference Room at

100 F Street, NE, Room 1580, Washington, D.C.

Information on the operation of the Public Reference Room may be obtained by calling

the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet site that will contain copies of the reports that are filed electronically.

The address for the SEC Internet site is http://www.sec.gov.

Not Applicable.

UNRESOLVED STAFF COMMENTS

Not Applicable.

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

Item 1. Business