What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-04-17 compared with 2022-03-31 · 204 added, 221 removed, 540 unchanged (44% of the section changed)

10 unchanged sentences

The Company is an exploration and development stage company and has incurred losses since its inception.

Company has incurred losses resulting in an accumulated deficit of $72,491,150 as of December 31, 2021 and further losses

are anticipated in the development of its business.

has incurred losses resulting in an accumulated deficit of $71,592,559 as of December 31, 2022 and further losses are anticipated in

the development of its business.

Company currently has no historical recurring source of revenue and its ability to continue as a going concern is dependent on its ability

8 unchanged sentences

its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying Financial

Company will require significant additional capital to fund its business plan.

Company will be required to expend significant funds to determine whether proven and probable mineral reserves exist at its properties,

to continue exploration and, if warranted, to develop its existing properties, and to identify and acquire additional properties to diversify

its property portfolio.

The Company anticipates that it will be required to make substantial capital expenditures for the continued exploration

and, if warranted, development of the Mine.

The Company has spent and will be required to continue to expend significant amounts of capital

for drilling, geological, and geochemical analysis, assaying, and feasibility studies with regard to the results of its exploration at

The Company may not benefit from some of these investments if it is unable to identify commercially exploitable mineral reserves.

Company will require significant additional capital to fund its short-term obligations, continue its operations and remain in compliance

with its debt agreements.

the Company nor any of the directors of the Company nor any other party can provide any guarantee or assurance that the Company will

1 unchanged sentence

The Company does not have sufficient funds

to satisfy its short-term financial obligations, as at December 31, 2021, the Company has $486,063 in cash and total current liabilities

of $22,795,277 and total liabilities of $38,314,164.

the Company cannot raise additional capital, the Company will be in breach of its debt obligations, including under the Royalty Convertible

Debenture and the Convertible Debenture.

Further, pursuant to the terms of the Company’s agreement with the EPA, the Company is

required to make certain payments to the EPA on behalf of Placer Mining in the amount of $20,000,000 for cost recovery.

If the Company

is unable to raise sufficient capital, the Company may be unable to pay the cost of recovery resulting in a breach of its obligations

and the failure to pay may be considered a default under the terms of the Amended Settlement with the EPA and the Amended Agreement with

Placer Mining.

the Company nor any of the directors of the Company nor any other party can provide any guarantee or assurance that the full $50,000,000

project financing package will be finalized or close, as the Project Financing Package remains subject to SRSR internal approvals, further

technical and other due diligence and satisfactory documentation.

Approximately $14,000,000 of the project financing closed in January

2022, subsequent to the close of the year.

If the full Project Financing Package does not close there is no guarantee that capital can

be raised on terms favorable to the Company, or at all.

Any additional equity funding will dilute existing shareholders.

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.

this strategy may require securing additional financing, which may include additional indebtedness of $15,000,000 and a cost over-run

facility of $13,000,000.

Company’s ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the status

of the national and worldwide economy and the price of metals.

Capital markets worldwide were adversely affected by substantial losses

by financial institutions, caused by investments in asset-backed securities and remnants from those losses continue to impact the ability

for the Company to raise capital.

The Company may not be successful in obtaining the required financing or, if it can obtain such financing,

such financing may not be on terms that are favorable to us.

Company’s inability to access sufficient capital for its operations could have a material adverse effect on its financial condition,

results of operations, or prospects.

to satisfy its short-term financial obligations, even after consideration of its recently completed equity financing.

As at December

31, 2022, the Company had $708,105 in cash and total current liabilities of $10,155,582 and total liabilities of $59,106,835.

will likely require additional capital by the end of the second quarter of 2023 in order to continue its operations.

Further, if the

Company does not raise sufficient additional capital, the Company will be in breach of its debt agreements, including under the RCD,

CD1, CD2 and Bridge Loan.

Company may not be able to secure the Stream or alternative funding from Sprott or another capital provider.

the Company nor any of the directors of the Company nor any other party can provide any guarantee or assurance that the Stream, the final

contemplated tranche of the full $66,000,000 project financing package, will be finalized or close, or any other funding from Sprott.

The Stream remains subject to Sprott internal approvals, full project funding, further technical and other due diligence and satisfactory

documentation.

If the Stream, or a portion thereof, does not close there is no guarantee that alternative capital can be raised on terms

favorable to the Company, or at all.

additional equity funding, for which there can be no guarantee or assurance with regard to any amount or terms thereof, will dilute existing

shareholders.

concentrate offtake agreement with Teck Resources may not be reached, which could result in less favorable commercial terms for the

sale of concentrates envisaged to be produced by the Bunker Hill Mine and could also impact the Company’s ability to secure offtake

Regardless of actions taken by Teck, there can be no assurance that the Company will be able to secure or close offtake financing,

which could have an adverse effect on the Company’s financial position and negative impact the Company’s ability to secure

additional funding from Sprott or an alternative capital provider.

Company may not be able to execute a concentrate offtake agreement for the sale of concentrates to Teck Resources at its Trail smelter,

as contemplated with Teck’s option to acquire 100% of zinc and lead concentrate produced in the first five years at the Bunker

If such an agreement cannot be reached, the Company may not be able to sell its zinc and lead concentrate to Teck, which could

result in difficulties securing alternative commercial arrangements for the sale of concentrate, less favorable commercial terms in

the event that alternative commercial arrangements can be secured, and/or higher transportation and other costs.

In addition, the Company

may not be able to secure or close offtake financing, regardless of whether an agreement is reached with Teck;

the terms of any offtake

financing might not be favorable to the Company;

and/or the Company may incur substantial fees and costs related to such financing.

The Company’s inability to secure or close offtake financing, or arrange a suitable alternative, may have an adverse effect on

the Company’s operations and financial position, including its ability to secure the Stream from Sprott.

Bunker Hill Mine restart is now expected to take place in 2024, with first concentrate production targeted for mid-2024.

Changes to this

timeline, or other factors impacting the restart project budget, could increase the Company’s required capital needs through the

completion of the project, which would adversely affect the Company’s ability to secure additional funding, thereby adversely affecting

its financial condition.

February 28, 2023, the Company announced that primarily due to the inability to procure certain long-lead items that were planned to be

ordered by February 2023, and longer estimated delivery times thereof, the Company now expects the Bunker Hill Mine restart to be achieved

On March 10, 2023, the Company announced that it has maintained the integrity of its total pre-production budget, under the

assumption of first concentrate production in the second quarter of 2024.

the event that the Company is unable to secure sufficient funding to materially advance the restart of the Mine in the second quarter

of 2023, from Sprott or an alternative capital provider, it is likely that the restart timeline will be further delayed with a potentially

materially adverse effect on the pre-production budget.

Notwithstanding

financing-related risks, the Company’s pre-production budget estimates are subject to change based on factors beyond its control,

including but not limited to cost inflation and supply chain dynamics.

An increase in the Company’s pre-production budget estimates

could have a materially adverse impact on its ability to secure project financing.

This could have a material adverse effect on its financial

condition, results of operations, or prospects.

Sales of substantial amounts of securities may have a highly dilutive effect on the Company’s

11 unchanged sentences

requirements, or if available, available upon terms acceptable to the Company.

There is no assurance that the Company will be

able to continue to raise equity capital or to secure additional debt financing, or that the Company will not continue to incur losses.

There is no assurance that the Company will be able to

continue to raise equity capital or to secure additional debt financing, or that the Company will not continue to incur losses.

bonds securing $17,000,000 due by the Company to the EPA for cost recovery may not be renewable or may only be renewable on terms that

are unfavorable to the Company, which would adversely affect its financial condition or cause a default under the revised settlement

agreement with the EPA and Sprott.

2022, the Company secured financial assurance in the form of payment bonds in accordance with the revised settlement agreement with the

EPA, in relation to $17,000,000 of payments due to the EPA for cost recovery between 2024-2029.

These bonds are renewed annually, and

currently require $6,476,000 of collateral in the form of letters of credit.

To the extent that the parties providing the payment bonds

demand additional collateral beyond the current requirements, or other unfavorable terms or conditions, the Company may not be able to

renew the payment bonds on favorable conditions, or at all.

This could have a materially adverse impact on the Company, including a potential

default under the revised settlement agreement with the EPA.

Company has a limited operating history on which to base an evaluation of its business and prospects.

2 unchanged sentences

The Mine is a historic, past producing mine with very little recent exploration work.

Advancing the Mine into the development

stage will require significant capital and time, and successful commercial production from the Mine will be subject to completing feasibility

studies, permitting and re-commissioning of the Mine, constructing processing plants, and other related works and infrastructure.

a result, the Company is subject to all of the risks associated with developing and establishing new mining operations and business enterprises,

of feasibility studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support

a commercial mining operation;

Advancing the Mine through the development

stage will require significant capital and time, and successful commercial production from the Mine will be subject to completing the

requisite studies, permitting and re-commissioning of the Mine, constructing a processing plant, and other related works and infrastructure.

As a result, the Company is subject to all of the risks associated with developing and establishing new mining operations and business

enterprises, including:

of studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial

mining operation;

timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of

18 unchanged sentences

Company has a history of losses and expects to continue to incur losses in the future.

The Company has incurred losses since inception,

has had negative cash flow from operating activities, and expects to continue to incur losses in the future.

The Company has incurred

the following losses from operations during each of the following periods:

Company has incurred losses since inception, has had negative cash flow from operating activities, and expects to continue to incur losses

in the future.

The Company has incurred the following losses from operations during each of the following periods:

for the year ended December 31, 2022;

$9,454,396 for the transition period ended December 31, 2020

$10,793,823 for the year ended June 30, 2020

for the year ended December 31, 2021

Company expects to continue to incur losses unless and until such time as the Mine enters into commercial production and generates sufficient

11 unchanged sentences

The Company cannot accurately predict the impact COVID-19

will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to

or some future variant would have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to

the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and

3 unchanged sentences

resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations.

The Russia/Ukraine crisis, including the

impact of sanctions or retributions thereto, could adversely affect the Company’s business.

The Company’s operations could be adversely

affected by the effects of the escalating Russia/Ukraine crisis and the effects of sanctions imposed against Russia or that country’s

retributions against those sanctions, embargos or further-reaching impacts upon energy prices, food prices and market disruptions.

Company cannot accurately predict the impact the crisis will have on its operations and the ability of contractors to meet their obligations

with the Company, including uncertainties relating the severity of its effects, the duration of the conflict, and the length and magnitude

of energy bans, embargos and restrictions imposed by governments.

In addition, the crisis could adversely affect the economies and financial

markets of the United States in general, resulting in an economic downturn that could further affect the Company’s operations and

ability to finance its operations.

Additionally, the Company cannot predict changes in precious metals pricing or changes in commodities

pricing which may alternately affect the Company either positively or negatively.

Russia/Ukraine crisis, including the impact of sanctions or retributions thereto, could adversely affect the Company’s business.

Company’s operations could be adversely affected by the effects of the escalating Russia/Ukraine crisis and the effects of sanctions

imposed against Russia or that country’s retributions against those sanctions, embargos or further-reaching impacts upon energy

prices, food prices and market disruptions.

The Company cannot accurately predict the impact the crisis will have on its operations and

the ability of contractors to meet their obligations with the Company, including uncertainties relating the severity of its effects,

the duration of the conflict, and the length and magnitude of energy bans, embargos and restrictions imposed by governments.

the crisis could adversely affect the economies and financial markets of the United States in general, resulting in an economic downturn

that could further affect the Company’s operations and ability to finance its operations.

Additionally, the Company cannot predict

changes in precious metals pricing or changes in commodities pricing which may alternately affect the Company either positively or negatively.

Related to Mining and Exploration

Mine is in the exploration stage.

There is no assurance that the Company can establish the existence of any mineral reserve on the Mine

or any other properties the Company may acquire in commercially exploitable quantities.

Unless and until the Company does so, the Company

cannot earn any revenues from these properties and if the Company does not do so, the Company will lose all of the funds that it expends

on exploration.

If the Company does not discover any mineral reserve in a commercially exploitable quantity, the exploration component

of its business could fail.

Company has not established that any of its mineral properties contain any mineral reserve according to recognized reserve guidelines,

nor can there be any assurance that the Company will be able to do so.

Company has not established that any of its mineral properties contain any mineral reserve according to recognized reserve guidelines,

nor can there be any assurance that the Company will be able to do so.

In general, the probability of any individual prospect having a “reserve” that meets the requirements of the SEC is

small, and the Mine may not contain any “reserves” and any funds that the Company spends on exploration could be lost.

if the Company does eventually discover a mineral reserve on the Mine, there can be no assurance that it can be developed into a producing

mine and that the Company can extract those minerals.

Both mineral exploration and development involve a high degree of risk, and few

mineral properties that are explored are ultimately developed into producing mines.

commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade,

and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as processing facilities, roads,

rail, power, and a point for shipping, government regulation, and market prices.

Most of these factors will be beyond its control, and

any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

Company is in the development stage.

nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.

21 unchanged sentences

of its mineral interests are not likely to be recovered, the Company would incur a write-down of its investment in these interests.

of these factors may result in losses in relation to amounts spent that are not recoverable, or that result in additional expenses.

All these factors may result in losses in relation to amounts spent that are not recoverable, or that result in additional expenses.

price volatility could have dramatic effects on the results of operations and the Company’s ability to execute its business plan.

8 unchanged sentences

economic viability of the Company’s business, could negatively affect its ability to secure financing or its results of operations.

Company’s production, development plans and cost estimates in the PEA may vary and/or

not be achieved.

PEA is preliminary in nature and will include 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.

Consequently, there is no certainty

that the PEA will be realized.

The decision to implement the Mine restart scenario to be included in the PEA will not be based

on a feasibility study of mineral reserves demonstrating economic and technical viability, and therefore there is increased risk that

the PEA results will not be realized.

If the Company is unable to achieve the results in the PEA, it may have a material negative impact

on the Company and its capital investment to implement the restart scenario may be lost.

Costs charged to the Company by the Idaho

Department of Environmental Quality (“IDEQ”) for treatment of waste water fluctuate a great deal and are not within the Company’s

The Company is billed annually for water treatment

activities performed by the IDEQ for the EPA.

The water treatment costs that Bunker Hill is billed for are partially related to the EPA’s

direct cost of treating the water emanating from the Bunker Hill Mine, which are comprised of lime and flocculant usage, electricity

consumption, maintenance and repair, labor and some overhead.

Rate of discharge of effluent from the Bunker Hill Mine is largely dependent

on the level of precipitation within a given year and how close in the calendar year the Company is to the spring run-off.

in water infiltrations and gravity flows within the mine generally increase after winter and result in a peak discharge rate in May.

Increases in gravity flow and consequently the rate of water discharged by the mine have a highly robust correlation with metal concentrations

and consequently metals loads of effluent.

Hydraulic loads (quantities of water per unit

of time) and metal loads (quantities of metals per unit of volume of effluent per unit of time) are the two main determinants of cost

of water treatment by the EPA in the relationship with the Bunker Hill Mine because greater metal loads consume more lime and more flocculent

and more electricity to remove the increased levels of metals and make the water clean.

The scale of the treatment plant is determined

by how much total water can be processed (hydraulic load) at any one point in time.

This determines how much labor is required to operate

the plant and generally determine the amount of overhead required to run the EPA business.

The EPA has completed significant upgrades to

the water treatment capabilities of the CTP and is now capable of producing treated water than can meet a much higher discharge standard

(which Bunker Hill will be forced to meet beyond May 2023).

While it was understood that improved performance capability would increase

the cost of operating the plant, it was unclear to EPA, and consequently to Bunker Hill, how much the costs would increase by.

These elements described above, and others,

impact the direct costs of water treatment.

A significant portion of the total amount invoiced by EPA each year is indirect cost that

is determined as a percentage of the direct cost.

Each year the indirect costs percentage changes within each region of the EPA.

Hill has no ability to impact the percentage of indirect cost that is set by the EPA regional office.

Bunker Hill also has no advanced

notice of what the percentage of indirect cost will be until it receives its invoice in June of the year following the billing period.

Company’s development and production plans, and cost estimates, in the Technical Report Summary may vary and/or not be achieved.

is no certainty that the Technical Report Summary will be realized.

The decision to implement the Mine restart scenario to be included

in the Technical Report Summary will not be based on a feasibility study of mineral reserves demonstrating economic and technical viability,

and therefore there is increased risk that the Technical Report Summary results will not be realized.

If the Company is unable to achieve

the results in the Technical Report Summary, it may have a material negative impact on the Company and its capital investment to implement

the restart scenario may be lost.

charged to the Company by the Idaho Department of Environmental Quality (“IDEQ”) for treatment of wastewater fluctuate a

great deal and are not within the Company’s control.

Company is billed annually for water treatment activities performed by the IDEQ for the EPA.

The water treatment costs that Bunker Hill

is billed for are partially related to the EPA’s direct cost of treating the water emanating from the Bunker Hill Mine, which are

comprised of lime and flocculant usage, electricity consumption, maintenance and repair, labor and some overhead.

Rate of discharge of

effluent from the Bunker Hill Mine is largely dependent on the level of precipitation within a given year and how close in the calendar

year the Company is to the spring run-off.

Increases in water infiltrations and gravity flows within the mine generally increase after

winter and result in a peak discharge rate in May.

Increases in gravity flow and consequently the rate of water discharged by the mine

have a highly robust correlation with metal concentrations and consequently metals loads of effluent.

loads (quantities of water per unit of time) and metal loads (quantities of metals per unit of volume of effluent per unit of time) are

the two main determinants of cost of water treatment by the EPA in the relationship with the Bunker Hill Mine because greater metal loads

consume more lime and more flocculent and more electricity to remove the increased levels of metals and make the water clean.

of the treatment plant is determined by how much total water can be processed (hydraulic load) at any one point in time.

This determines

how much labor is required to operate the plant and generally determines the amount of overhead required to run the EPA business.

EPA has completed significant upgrades to the water treatment capabilities of the CTP and is now capable of producing treated water than

can meet a much higher discharge standard (which Bunker Hill will be forced to meet beyond May 2023).

While it was understood that improved

performance capability would increase the cost of operating the plant, it was unclear to EPA, and consequently to Bunker Hill, how much

the costs would increase by.

elements described above, and others, impact the direct costs of water treatment.

A significant portion of the total amount invoiced

by EPA each year is indirect cost that is determined as a percentage of the direct cost.

Each year the indirect costs percentage changes

within each region of the EPA.

Bunker Hill has no ability to impact the percentage of indirect cost that is set by the EPA regional office.

Bunker Hill also has no advanced notice of what the percentage of indirect cost will be until it receives its invoice in June of the

year following the billing period.

The Company remains unable to estimate EPA billings to a high degree of accuracy.

of mineralized material and resources are subject to evaluation uncertainties that could result in project failure.

of mineral reserves and resources are subject to evaluation uncertainties that could result in project failure.

exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately predict

the quantity and quality of mineralized material and resources/reserves within the earth using statistical sampling techniques.

of any mineralized material or resource/reserve on the Mine would be made using samples obtained from appropriately placed trenches,

test pits, underground workings, and intelligently designed drilling.

There is an inherent variability of assays between check and duplicate

samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated.

Additionally, there also may be

unknown geologic details that have not been identified or correctly appreciated at the current level of accumulated knowledge about the

This could result in uncertainties that cannot be reasonably eliminated from the process of estimating mineralized material and

resources/reserves.

If these estimates were to prove to be unreliable, the Company could implement an exploitation plan that may not

lead to commercially viable operations in the future.

the quantity and quality of mineral resources/reserves within the earth using statistical sampling techniques.

Estimates of any mineral

resource/reserve on the Mine would be made using samples obtained from appropriately placed trenches, test pits, underground workings,

and intelligently designed drilling.

There is an inherent variability of assays between check and duplicate samples taken adjacent to

each other and between sampling points that cannot be reasonably eliminated.

Additionally, there also may be unknown geologic details

that have not been identified or correctly appreciated at the current level of accumulated knowledge about the Mine.

This could result

in uncertainties that cannot be reasonably eliminated from the process of estimating mineral resources/reserves.

If these estimates were

to prove to be unreliable, the Company could implement an exploitation plan that may not lead to commercially viable operations in the

material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing a property

into production and a property’s return on capital.

the Company has not commenced actual production, mineralization resource estimates

may require adjustments or downward revisions.

In addition, the grade of ore ultimately mined, if any, may differ from that indicated

by future feasibility studies and drill results.

Minerals recovered in small scale tests may not be duplicated in large scale tests under

on-site conditions or in production scale.

the Company has not commenced actual production, mineral resource estimates may require adjustments or downward revisions.

the grade of ore ultimately mined, if any, may differ from that indicated by future feasibility studies and drill results.

Minerals recovered

in small scale tests may not be duplicated in large scale tests under on-site conditions or in production scale.

Company’s exploration activities may not be commercially successful, which could lead the Company to abandon its plans to develop

27 unchanged sentences

be able to obtain all required permits and licenses to place its properties into production.

Company’s current and future operations, including exploration and, if warranted, development of the Mine, do and will require

Company’s current and future operations, including exploration and, development of the Mine, do and will require

permits from governmental authorities and will be governed by laws and regulations, including:

4 unchanged sentences

standards and regulations related to waste disposal, toxic substances, land use reclamation, and environmental protection.

Specifically, 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

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.

engaged in exploration activities often experience increased costs and delays in production and other schedules as a result of the need

32 unchanged sentences

planned exploration or development of the mineral properties.

Company’s activities are subject to extensive laws and regulations governing environment protection.

Company’s activities are subject to extensive laws and regulations governing environmental protection.

The Company is also subject

to various reclamation-related conditions.

Although the Company closely follows and believes it is operating in compliance with all applicable

environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable terms.

comply may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures requiring capital

expenditures.

Intense lobbying over environmental concerns by non-governmental organizations has caused some governments to cancel or

restrict development of mining projects.

Current publicized concern over climate change may lead to carbon taxes, requirements for carbon

offset purchases or new regulation.

The costs or likelihood of such potential issues to the Company cannot be estimated at this time.

Although the Company closely follows and believes it is operating in compliance with

all applicable environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable terms.

Failure to comply may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures requiring

capital expenditures.

Intense lobbying over environmental concerns by non-governmental organizations has caused some governments to cancel

or restrict development of mining projects.

Current publicized concern over climate change may lead to carbon taxes, requirements for

carbon offset purchases or new regulation.

The costs or likelihood of such potential issues to the Company cannot be estimated at this

legal framework governing this area is constantly developing, therefore the Company is unable to fully ascertain any future liability

10 unchanged sentences

in which the Company holds an interest.

Many of its properties in which the Company has ownership rights are located within the Coeur

Many of the properties in which the Company has ownership rights are located within the Coeur

d’Alene Mining District, which is currently the site of a Federal Superfund cleanup project.

36 unchanged sentences

re-establish pre-disturbance landforms and vegetation.

order to carry out reclamation obligations imposed on the Company in connection with its potential development activities, the Company

must allocate financial resources that might otherwise be spent on further exploration and development programs.

The Company plans to

set up a provision for its reclamation obligations on its properties, as appropriate, but this provision may not be adequate.

Company is required to carry out unanticipated reclamation work, its financial position could be adversely affected.

To date, the Company has not been subject to

reclamation or bonding obligations in connection with its past or potential future development activities.

If these obligations were

to occur in the future, or if the Company is required to carry out reclamation work, the Company must allocate financial resources

that might otherwise be spent on further exploration and development programs.

and environmental activism may have an adverse effect on the reputation and financial condition of the Company or its relationship with

53 unchanged sentences

The loss of the services of any

of these persons could have a materially adverse effect on the Company’s business and prospects.

of these people could have a materially adverse effect on the Company’s business and prospects.

There is no assurance the Company

4 unchanged sentences

There can be no assurance that these efforts will be successful in attracting, training and retaining qualified personnel

as competition for persons with these skill sets increase.

as competition for people with these skill sets increase.

If the Company is not successful in attracting, training and retaining qualified

58 unchanged sentences

The costs of these claims or adverse filings may have a material effect on its business and results of operations.

are amounts due and owing under the Company’s agreement with the EPA that have not been paid in accordance with the agreed upon

payment schedule.

In the event that the EPA or Placer Mining assert default under the terms of the agreement or the Amended Agreement,

respectively, the Company may lose its ability to exercise its right to purchase the Mine, which would have a material adverse impact

on the Company.

to the terms of the Company’s agreement with the EPA, the Company is required to make certain payments to the EPA on behalf of

Placer Mining in the amount of $20,000,000 for cost recovery.

The Company has made one payment of $1,000,000 but has not paid the other

payments as they have become due.

The Company entered into an amended Settlement

Agreement between the Company, Idaho Department of Environmental Quality, US Department of Justice and the EPA.

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 at $2,000,000 payment to the EPA within 30 days of the execution

of this Amended Settlement, which was paid subsequent to December 31, 2021.

The remaining $17,000,000 should be paid in annual instalments until November 1, 2029.

Failure to pay could be considered a default under

the terms of the Amended Settlement with the EPA and the Amended Agreement with Placer Mining.

exploration and development is subject to extraordinary operating risks.

13 unchanged sentences

be covered under the current insurance policies would have a material adverse impact on the Company.

exploration and development are depended on adequate infrastructure.

exploration and development are dependent on adequate infrastructure.

development and processing activities depend, to one degree or another, on adequate infrastructure.

2 unchanged sentences

The lack of availability

on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration or development

of acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration or development

of the Company’s mineral properties.

39 unchanged sentences

costs, make some activities more difficult, time-consuming or costly, and increase demand on existing systems and resources.

things, the Company is required to file annual, quarterly and current reports with respect to its business and results of operations

other things, the Company is required to file annual, quarterly and current reports with respect to its business and results of operations

and maintain effective disclosure controls and procedures and internal controls over financial reporting.

34 unchanged sentences

price of its Common Shares in the over-the-counter market.

Company’s Common Shares currently deemed a “penny stock”, which may make it more difficult for investors to sell their

Common Shares.

Company’s Common Shares are currently deemed a “penny stock”, which may make it more difficult for investors to sell

their Common Shares.

SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price less than

49 unchanged sentences

The Company will also

in the future grant to some or all of its directors, officers, and key employees and/or consultants options to purchase Common Shares

in the future grant some or all of its directors, officers, and key employees and/or consultants options to purchase Common Shares

as non-cash incentives.

21 unchanged sentences

cause the stock price or trading volume to decline.

Company is subject to the continued listing criteria of the CSE and the OTCQB, and its failure to satisfy these criteria may

result in delisting of its Common Shares from the CSE and the OTCQB.

Company is subject to the continued listing or trading criteria of the CSE and the OTCQB, and its failure to satisfy these criteria may

result in delisting or removal of trading of its Common Shares from the CSE and the OTCQB.

Company’s Common Shares are currently listed for trading on the CSE and quoted on the OTCQB.

In order to maintain the listing

on the CSE and the quotation on the OTCQB or any other securities exchange the Company may trade on, the Company must maintain

certain financial and share distribution targets, including maintaining a minimum number of public shareholders.

In addition to objective

standards, these exchanges may delist the securities of any issuer if, in the exchange’s opinion:

its financial condition and/or

operating results appear unsatisfactory;

if it appears that the extent of public distribution or the aggregate market value of the security

has become so reduced as to make continued listing inadvisable;

if the Company sells or disposes of its principal operating assets or

ceases to be an operating company;

In order to maintain the listing on

the CSE and the quotation on the OTCQB or any other securities exchange the Company may trade on, the Company must maintain certain financial

and share distribution targets, including maintaining a minimum number of public shareholders.

In addition to objective standards, these

exchanges may delist the securities of any issuer if, in the exchange’s opinion:

its financial condition and/or operating results

appear unsatisfactory;

if it appears that the extent of public distribution or the aggregate market value of the security has become

so reduced as to make continued listing inadvisable;

if the Company sells or disposes of its principal operating assets or ceases to

be an operating company;

if the Company fails to comply with the listing requirements;

or if any other event occurs or any

condition exists which, in their opinion, makes continued listing on the exchange inadvisable.

the CSE, the OTCQB or any other exchange or quotation service were to delist the Common Shares, investors may face material

adverse consequences, including, but not limited to, a lack of trading market for the Common Shares, reduced liquidity, decreased analyst

coverage, and/or an inability for the Company to obtain additional financing to fund its operations.

or if any other event occurs or any condition

exists which, in their opinion, makes continued listing on the exchange inadvisable.

the CSE, the OTCQB or any other exchange or quotation service were to delist or remove the trading of the Common Shares, investors may

face material adverse consequences, including, but not limited to, a lack of trading market for the Common Shares, reduced liquidity,

decreased analyst coverage, and/or an inability for the Company to obtain additional financing to fund its operations.

Company faces risks related to compliance with corporate governance laws and financial reporting standards.

7 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 1A. Risk Factors