What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-04-17 compared with 2022-03-31 · 220 added, 337 removed, 48 unchanged (92% of the section changed)

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

Company’s sole focus is the development and restart of its 100% owned flagship asset, the Bunker Hill mine (the “Mine”)

in Idaho, USA.

The Mine remains the largest single producing mine by tonnage in the Silver Valley region of northwest Idaho, producing

over 165 million ounces of silver and 5 million tons of base metals between 1885 and 1981.

The Bunker Hill Mine is located within Operable

Unit 2 of the Bunker Hill Superfund site (EPA National Priorities Listing IDD048340921), where cleanup activities have been completed.

early 2020, a new management team comprised of former executives from Barrick Gold Corp.

assumed leadership of the Company.

time, the Company conducted multiple exploration campaigns, published multiple economic studies and Mineral Resource Estimates, and advanced

the rehabilitation and development of the Mine.

In December 2021, it announced a project finance package with Sprott Private Resource

Streaming & Royalty Corp.

(“Sprott”), an amended Settlement Agreement with the

Environmental Protection Agency (“the EPA”), and the purchase of the Bunker Hill Mine, setting the stage for a rapid

restart of the Mine.

January 2022, with the closing of the purchase of the Bunker Hill Mine, the funding of the $8,000,000 Royalty Convertible Debenture and

$6,000,000 Series Convertible Debenture, and the announcement of an Memorandum (“MOU”)for the purchase of the Pend Oreille process plant from a subsidiary

of Teck Resources Limited, the Company embarked on a program of activities with the goal of achieving a restart of the Mine.

Key milestones

and achievements from January 2022 onwards have included the closing of the purchase of the Pend Oreille process plant, the demobilization

of the process plant to the Bunker Hill site, the completion of demolition activities at the Pend Oreille site, a Prefeasibility Study

envisaging the restart of the Mine, and the completion of the primary portion of the ramp decline connecting the 5 and 6 Levels of the

Bunker Hill Mine.

The Company was incorporated for the initial purpose of engaging in mineral

exploration activities at the Mine.

The Company has moved into the development stage concurrent with (i) purchasing the Mine and a process

plant, (ii) completing successive technical and economic studies, including a Prefeasibility Study, (iii) delineating mineral reserves,

and (iv) conducting the program of activities outlined above.

and Purchase of the Bunker Hill Mine

Company purchased the Bunker Hill Mine in January 2022, as described below.

to purchasing the Mine, the Company had entered into a series of agreements with Placer Mining Corporation (“Placer Mining”),

the prior owner, for the lease and option to purchase the Mine.

The first of these agreements was announced on August 28, 2017, with

subsequent amendments and/or extensions announced on November 1, 2019, July 7, 2020, and November 20, 2020.

the terms of the November 20, 2020 amended agreement (the “Amended Agreement”), a purchase price of $7,700,000 was agreed,

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 $2,000,000 in shares of common stock of the Company (“Common Shares”).

The Company agreed to make

an advance payment of $2,000,000, credited toward the purchase price of the Mine, 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.

Amended Agreement also required payments pursuant to an agreement with the EPA whereby

for so long as the Company leases, owns and/or occupies the Mine, the Company would make payments to the EPA on behalf of Placer Mining

in satisfaction of the EPA’s claim for historical water treatment cost recovery in accordance with the Settlement Agreement reached

with the EPA in 2018.

Immediately prior to the purchase of the Mine, the Company’s liability to EPA in this regard totaled $11,000,000.

Company completed the purchase of the Bunker Hill Mine on January 7, 2022.

The terms of the purchase price were modified to $5,400,000

in cash, from $3,400,000 of cash and $2,000,000 of Common Shares.

Concurrent with the purchase of the Mine, the Company assumed incremental

liabilities of $8,000,000 to the EPA, consistent with the terms of the amended Settlement Agreement with the EPA that was executed in

December 2021 (see “EPA 2018 Settlement Agreement & 2021 Amended Settlement Agreement” section below).

2018 Settlement Agreement & 2021 Amended Settlement Agreement

Hill entered into a Settlement Agreement and Order on Consent with the EPA on May 15, 2018.

This agreement limits the Company’s

exposure to the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) liability for past environmental

damage to the mine site and surrounding area to obligations that include:

of $20,000,000 for historical water treatment cost recovery for amounts paid by the EPA from 1995 to 2017

for water treatment services provided by the EPA at the Central Treatment Plant (“CTP”) in Kellogg, Idaho until such

time that Bunker Hill either purchases or leases the CTP or builds a separate EPA-approved water treatment facility

a work program as described in the Ongoing Environmental Activities section of this study

In December 2021, in conjunction with its intention

to purchase the mine complex, the Company entered into an amended Settlement Agreement (the “Amendment”) between the Company,

Idaho Department of Environmental Quality, US Department of Justice and the EPA modifying the payment schedule and payment terms for recovery

of historical environmental response costs at Bunker Hill Mine incurred by the EPA.

With the purchase of the mine in early 2022, the remaining

payments of the EPA cost recovery liability were assumed by the Company, resulting in a total of $19,000,000 liability to the Company,

an increase of $8,000,000.

The new payment schedule included a $2,000,000 payment to the EPA within 30 days of execution of this amendment,

which was made.

remaining $17,000,000 will be paid on the following dates:

plus accrued interest

resumption of payments in 2024 was agreed in order to allow the Company to generate sufficient revenue from mining activities at the

Bunker Hill Mine to address remaining payment obligations from free cash flow.

changes in payment terms and schedule were contingent upon the Company securing financial assurance in the form of performance bonds

or letters of credit deemed acceptable to the EPA totaling $17,000,000, corresponding to the Company’s cost recovery obligations

to be paid in 2024 through 2029 as outlined above.

Should the Company fail to make its scheduled payment, the EPA can draw against this

financial assurance.

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

If the Company

failed to post the final financial assurance within 180 days of the execution of the Amendment, the terms of the original agreement would

be reinstated.

June 2022, the Company was successful in obtaining financial assurance.

Specifically, a $9,999,000 payment bond and a $7,001,000

letter of credit were secured and provided to the EPA.

This milestone provides for the Company to recognize the effects of the change

in terms of the EPA liability as outlined in the December 20, 2021, agreement.

Once the financial assurance was put into place, the restructuring

of the payment stream under the Amendment occurred with the entire $17,000,000 liability being recognized as long-term in nature.

aforementioned payment bond and letter of credit were secured by $2,475,000 and $7,001,000 of cash deposits, respectively as of September

October 2022, the Company reported that it had been successful in securing a new payment bond to replace the aforementioned $7,001,000

letter of credit, in two stages.

Initially, the letter of credit was reduced to $2,000,001 as a result of a new $5,000,000 payment bond

obtained through an insurance company.

The collateral for the new payment bond is comprised of a $2,000,000 letter of credit and land

pledged by third parties, with whom the Company has entered into a financing cooperation agreement that contemplates a monthly fee of

$20,000 (payable in cash or common shares of the Company, at the Company’s election).

The new payment bond is scheduled to increase

to $7,001,000 (from $5,000,000) upon the advance of the multi-metals stream from Sprott Private Resource Streaming & Royalty Corp.

Finance Package with Sprott Private Resource Streaming & Royalty Corp.

December 20, 2021, the Company executed a non-binding term sheet outlining a $50,000,000 project finance package with Sprott Private

Resource Streaming and Royalty Corp.

The non-binding term sheet with SRSR outlined a project financing

package that the Company expects to fulfill the majority of its funding requirements to restart the Mine.

The term sheet consisted

of an $8,000,000 royalty convertible debenture (the “RCD”), a $5,000,000 convertible debenture (the “CD1”),

and a multi-metals stream of up to $37,000,000 (the “Stream”).

The CD1 was subsequently increased to $6,000,000,

increasing the project financing package to $51,000,000.

June 17, 2022, the Company consummated a new $15,000,000 convertible debenture (the “CD2”).

As a result, total potential

funding from SRSR was further increased to $66,000,000 including the RCD, CD1, CD2 and the Stream (together, the “Project Financing

Company closed the $8,000,000 RCD on January 7, 2022.

The RCD bears 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 July 7, 2023 (subsequently amended as described below).

In the event of conversion, the RCD 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

1 unchanged sentence

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.

The RCD was initially secured by a share pledge

of the Company’s operating subsidiary, Silver Valley, until a full security package was put in place concurrent with the consummation

In the event of non-conversion, the principal of the RCD will be repayable in cash.

with the funding of the CD2 in June 2022, the Company and SRSR agreed to a number of amendments to the terms of the RCD, including an

amendment of the maturity date from July 7, 2023, to March 31, 2025.

The parties also agreed to a Royalty Put Option such that in the

event the RCD is converted into a royalty as described above, the holder of the royalty will be entitled to resell the royalty to the

Company for $8,000,000 upon default under the CD1 or CD2 until such time that the CD1 and CD2 are paid in full.

Company closed the $6,000,000 CD1 on January 28, 2022, which was increased from the previously announced $5,000,000.

The CD1 bears interest

at an annual rate of 7.5%, payable in cash or shares at the Company’s option, and matures on July 7, 2023 (subsequently amended,

as described below).

The CD1 is secured by a pledge of the Company’s properties and assets.

Until the closing of the Stream, the

CD1 was to be convertible into Common Shares at a price of C$0.30 per Common Share, subject to stock exchange approval (subsequently

amended, as described below).

Alternatively, SRSR may elect to retire the CD1 with the cash proceeds from the Stream.

The Company may

elect to repay the CD1 early;

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

with the funding of the CD2 in June 2022, the Company and SRSR agreed to a number of amendments to the terms of the CD1, including that

the maturity date would be amended from July 7, 2023, to March 31, 2025, and that the CD1 would remain outstanding until the new maturity

date regardless of whether the Stream is advanced, unless the Company elects to exercise its option of early repayment.

The Company determined

that amendments to the terms should not be treated as an extinguishment of CD1, but as a debt modification.

Company closed the $15,000,000 CD2 on June 17, 2022.

The CD2 bears interest at an annual rate of 10.5%, payable in cash or shares at

the Company’s option, and matures on March 31, 2025.

The CD2 is secured by a pledge of the Company’s properties and assets.

The repayment terms include 3 quarterly payments of $2,000,000 each beginning June 30, 2024, and $9,000,000 on the maturity date.

with the funding of the CD2 in June 2022, the Company and SRSR agreed that the minimum quantity of metal delivered under the Stream,

if advanced, will increase by 10% relative to the amounts noted above.

December 6, 2022, the Company closed a new $5,000,000 loan facility with Sprott (the “Bridge Loan”).

The Bridge Loan, which

was primarily utilized to pay outstanding water treatment payables to the EPA, is secured by the same security package that is in place

with respect to the RCD, CD1, and CD2.

The Bridge Loan bears interest at a rate of 10.5% per annum and matures at the earlier of (i)

the advance of the Stream, or (ii) June 30, 2024.

In addition, the minimum quantity of metal delivered under the Stream, if advanced,

would increase by 5% relative to amounts previously announced.

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 including confirmation of full project

funding by an independent engineer appointed by SRSR.

If the Company draws the maximum funding of $37,000,000, the Stream will apply

to 10% of payable metals sold until a minimum quantity of metal is delivered consisting of, individually, 63.5 million pounds of zinc,

40.4 million pounds of lead, and 1.2 million ounces of silver (including amendments agreed concurrent with closing of the CD2 and Bridge

Loan, as described above).

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.

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.

of December 31, 2022, the Stream had not been advanced.

The Company is finalizing discussions with Sprott regarding the advance of the

Stream, which is conditional on satisfactory conclusion of the definitive documentation relating to the Stream, full project funding

for the Bunker Hill Mine and certain other conditions precedent.

with discussions with Sprott regarding the advance of the Stream, the Company is advancing efforts to secure offtake financing of up

$20 million from third parties to complement the Stream in financing the restart of the Bunker Hill Mine.

January 25, 2022, the Company announced that it had entered into 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 “Process Plant”) in eastern Washington State, approximately 145 miles from the Bunker Hill Mine by road.

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 Company paid a $500,000 non-refundable deposit in January 2022.

March 31, 2022, the Company announced that it had reached an agreement with a subsidiary of Teck to satisfy the remaining purchase price

for the Process Plant by way of an equity issuance of the Company.

Teck will receive 10,416,667 units of the Company (the “Teck

Units”) at a deemed issue price of C$0.30 per unit.

Each Teck Unit consists of one Common Share and one Common Share purchase warrant

(the “Teck Warrants”).

Each whole Teck Warrant entitles the holder to acquire one Common Share at a price of C$0.37 per Common

Share for a period of three years.

The equity issuance and purchase of the Process Plant occurred on May 13, 2022.

August 30, 2022, the Company entered into an agreement to purchase a ball mill from D’Angelo International LLC for $675,000.

purchase of the mill is to be made in three cash payments.

The first two payments were made as follows:

on September 15, 2022, as a non-refundable deposit

on October 13, 2022, as a refundable deposit

Company has not made the final payment of $475,000 as of the issuance of this report.

Mine is a zinc-lead-silver Mine.

When back in production, the Company intends to mill mineral resources on-site to produce both zinc

and lead-silver concentrates which will then be shipped to a third-party smelter for processing.

Infrastructure

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

further detail, please refer to the “Project Infrastructure” section in Item 2 below.

Regulation and Approval

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

and development 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.

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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

It may be necessary to obtain the following environmental permits or approved plans prior to commencement of mine

and Closure Plan

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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.

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 approved of by the U.S.

Trustee and U.S.

Bankruptcy Court.

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

These include:

Riley Creek Lumber Co.;

C & E Tree Farms;

and Northern Lands LLC.

If these permits are required, there can be no assurance that the Company will be able to obtain them in a timely

manner or at all.

further detail, please refer to the “Environmental Studies and Permitting” section of the “Technical Report Summary”

in Item 2 below.

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.

It also has certain parcels of fee property which include 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.

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

5 unchanged sentences

appropriate discharge permit.

further detail, please refer to the “Property Description and Ownership” section of the “Technical Report Summary”

in Item 2 below.

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

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metals in the world market.

The Company has four

Company has ten employees.

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

9 unchanged sentences

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