What changed in this filing

/stocks — the workspaceLOADING

Item 2. Properties

2023-04-17 compared with 2022-03-31 · 329 added, 675 removed, 25 unchanged (98% of the section changed)

June 1, 2017, the Company has a lease agreement for office space at 401 Bay Street, Suite 2702, Toronto, Ontario, Canada, M5H 2Y4.

5-year lease provides for a monthly base rent of CDN$12,964 for the first two years, increasing to CDN$13,504 per month for years three

through five.

The Company has signed sub-leases with other companies that cover 100% of the monthly lease amount.

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.

Bunker Hill Mine

1 unchanged sentence

Initial discovery and development of the Mine property

began in 1885, and from that time until the Mine closed in 1981, it produced over 35.8 million tons of ore at an average mined

grade of 8.76% lead, 4.52 ounces per ton silver, and 3.67% zinc, which represented 162Moz of silver, 3.16M lbs.

began in 1885, and from that time until the Mine closed in 1981 it produced over 35.8 million tons of ore at an average mined grade of

8.76% lead, 4.52 ounces per ton silver, and 3.67% zinc, which represented 162Moz of silver, 3.16M lbs.

of lead and 1.35M lbs.

of zinc (Bunker Limited Partnership, 1985).

Throughout the 95-year operating history of the mine, there were over 40 different orebodies

discovered and mined, consisting of lead-silver-zinc mineralization.

Although known for its significant lead and zinc production, 45-50%

of the Net Smelter Value of its historical production came from its silver.

The Company and Sullivan Mining Company had a strong history

of regular dividend payments to shareholders from the time the Company went public in 1905 until it was acquired in a hostile takeover

by Gulf Resources in 1968.

(Bunker Limited Partnership, 1985).

Throughout the 95-year operating history of the mine, there were over 40 different orebodies discovered

and mined, consisting of lead-silver-zinc mineralization.

Although known for its significant lead and zinc production, 45-50% of the

Net Smelter Value of its historical production came from its silver.

The Company and Sullivan Mining Company had a strong history of

regular dividend payments to shareholders from the time the Company went public in 1905 until it was acquired in a hostile takeover by

Gulf Resources in 1968.

the Mine first closed in 1981, it was estimated to still contain significant resources (Bunker Limited Partnership, 1985).

4 unchanged sentences

under EPA regulations, thereby pausing development of the Mine for over 30 years.

cleanup of the old smelter, zinc plant, and associated sites has now been completed and the Mine is now poised for development and an

eventual return to production.

The Company has been in contact with government officials and other local stakeholders who have expressed

strong support and cooperation for the Company in its efforts to return the mine to a productive, modern and sustainable mining asset.

and Mineralization

Coeur d’Alene Mining District is one of the most prolific mining districts in North America.

It has been in constant production

since its discovery in the 1880s, historically is the second largest silver-producing area in the world, and is one of the largest zinc

and lead producers, as well.

Over 100 mines historically have reached commercial production in the District, which currently hosts two

major mines, the Lucky Friday/Gold Hunter owned by Hecla Mining Company, and the Galena Mine, owned by America’s Silver.

of other mines including the Sunshine, the Crescent, and the Coeur Mine have the potential to be re-started should silver prices rise

sufficiently to justify reactivation.

geology of the Silver Valley district occurs within the Precambrian meta-sedimentary rocks of the Belt-Purcell Supergroup, a Middle Proterozoic

sedimentary basin occurring primarily in western Montana, Idaho and Southeastern British Columbia.

In the Coeur d’Alene region

these comprise a 21,000’ thick sequence of clastic, (argillites, siltites, and quartzites) and carbonate sedimentary rocks.

rocks have been metamorphosed and strongly deformed by compressional tectonics during the Sevier Orogenic event of the cretaceous age.

Following this, later in the cretaceous age, the Bitterroot Lobe of the Idaho Batholith was emplaced to the south of the Coeur d’Alene

district which was accompanied by dike emplacement.

mining district lies within the west-central part of a regional tectonic lineament known as the Lewis and Clark line, a major fault system,

consisting of numerous faults that display strike slip, normal and reverse movements over a protracted geological history.

Bunker Hill deposit occurs within the Revett and St Regis formations of the Ravalli Group, with the quartzites and siltites of the Middle

Revett formation dominating.

Most significant, and the common host to the larger Bunker Hill ore bodies is the M2 Unit of the Middle

Revett formation, which is the thickest and most continuous quartzite package in the formation.

Mine area lies on the north limb of an anticline fold in these rocks, which establishes a west-northwest to northeast trend for bedding

With the axis of this anticline inclined southwesterly, the formations on the north limb dip steeply upright to the northwest

or are overturned steeply to the south or southwest.

structural features that dominate the broad framework in which the Mine is located are the Osburn Fault to the North, which has a right-lateral

offset of several miles bringing the older Prichard formation rocks opposite the mine formations, the Alhambra Fault to the east, and

the large Anticline to the west and south.

structure of the Bunker Hill deposits is associated with this anticline and are hosted by the fold-generated fractures and brecciation

in the quartzite beds created in the hinge and near-hinge limbs of the broad flexure.

Fold-associated

elements include sphalerite-pyrite-siderite filled reverse shears, replacement mineralization of stratiform-like fabric composed of both

sphalerite and galena, and principally sphalerite replacement as fine “crackle breccia” and irregular dense soaking.

development of these various fabrics appears to be dependent on location relative to the hinge, lithology of the host unit, and the stratigraphic

horizon in the Revett formation

Mineralization

is hosted by parallel mesothermal veins related to metamorphic/hydrothermal events that sourced metals from the Belt sediments.

consists of wide veins with variable proportions of sphalerite, galena and tetrahedrite in either a quartz or siderite gangue.

individual deposits that form the Mine are numerous and relatively large with strike lengths up to 900 ft (274 m) with plunge lengths

up to 3,000 ft (914 m) with many open at depth.

Wall rock alteration associated with veining consists of changes in carbonate mineralogy

plus sulfidation and silicification.

Pyritization of wall rocks is locally strong.

Bleached halos resulting from destruction of hematite

by hydrothermal fluids are also characteristic.

The mineralization is partly oxidized to a depth of approximately 1,800 ft (549 m).

are three distinct types of mineralization at the Mine:

NW trending Bluebird mineral zones are zinc rich and consist of sphalerite in excess of galena with variable amount of pyrite in

a gangue of greyish quartz and minor siderite.

This mineralized material is commonly localized in smaller parasitic folds, broken

by reverse shears (Meyer, 1982).

Jersey type mineral bodies consist principally of veins containing galena with lesser amounts of sphalerite, chalcopyrite and tetrahedrite

(Meyer, 1981).

These NE to N trending veins are referred to as “link” veins as they extend between the NW trending Cate

and Dull faults, or other faults in the mine.

Gangue minerals are primarily white quartz with lesser siderite.

mineral bodies comprise the third type and are associated with zones of brecciation located at the junctions of major faults.

are multi-stage systems where “Bluebird” type fracture zones were reopened and brecciated prior to flooding by galena

from the newly opened “link” veins.

The galena penetrated and partially replaced the previous minerals and filled remaining

open spaces (Meyer, 1981).

of the deposits, and especially those of the Bluebird system, may have originally comprised a parallel set of only four or five persistent

fracture sets.

However, extremely complex post-mineralization shearing has segmented and displaced the deposits.

and Mill Operations

with the original Bunker Hill and Sullivan claims, the Mine eventually encompassed 620 patented mining claims totaling 6,200 acres.

the discovery cuts some 3600 feet above sea level, over 20 major ore zones were mined to nearly 1600 feet below sea level, a vertical

distance of about one mile.

major mining methods were historically employed in the Mine.

The oldest is square set or cut and fill.

These methods employ support of

the stope where the vein is mined with sets of timbers and/or rock bolts, and then sand-fill is pumped from the surface as the mining

activity moves to a higher elevation.

The broken ore was scraped into chutes by compressed air powered slushers and dropped into ore

pockets on the level below.

second method called shrink stoping is similar to the above, but no ground support is required.

Instead, the broken ore is used as both

ground support and a mining floor and the full mining cut is completed prior to withdrawing the ore from the stope.

Air powered slushers

or compressed air operated mucking machines on rubber tires were historically used.

third mining method is known as room and pillar mining.

In this operation, no timber is required but pillars of ore are left in place

as supports until the stoping moves to a higher elevation, at which time sand fill is pumped in to provide the floor for the next cut.

As the ore is broken, rubber tired, compressed air operated mucking machines picked it up putting it into a box on the back of the loader.

It was then transported to a chute in the stope where it dropped into the ore pocket on a lower level.

fourth method is sublevel blasthole stoping.

Diesel powered equipment cuts horizontal slices every forty feet in the ore zones.

long holes are drilled in the pillars between horizontal slices.

The holes are blasted allowing the ore to fall to the bottom slice and

scooped up by diesel powered loaders and transported to ore passes.

This method was used above the Kellogg Tunnel, and ore was transported

by gravity to the tunnel and hauled out by train to the surface.

the ore pockets on the various levels of the mine below the Kellogg Tunnel, ore trains powered by battery driven locomotives transported

the ore to ore pockets located at the shaft.

In the shaft, large steel buckets, called skips, were loaded and hoisted to the Kellogg

Tunnel level where the ore was dumped into two large concrete bins.

Drawn from these storage areas by gravity, the ore was next transported

two miles to the surface in 22-car ore trains pulled by trolley and diesel locomotives.

stoping, cut and fill, and shrinkage stoping methods are likely to be employed in the re-start of the Mine.

The main improvement and

productivity gain over historic operations will be the widespread use of rubber-tired equipment, which will be used for mucking and transport

of the broken mineralized material.

The upper part of the Mine is largely already developed with ramps, which will be used by the Company

for rubber-tired access.

Most of these ramps were completed by the Bunker Hill Company and ramp expansion also occurred during the BLP

mine reopening.

engineers have already inspected many portions of the ramp system in the upper part of the Mine and the ramps are generally in very good

shape and will only require minor repair and clean-up.

Historically,

the Mine ore was milled in the milling facility located approximately 2,000 yards from the main Kellogg Tunnel portal and the concentrate

was treated at the nearby smelting and refining complex, which was located approximately one mile to the west of the mill.

facility and smelting complex have all been razed and remediation of these sites has been largely completed.

existing water treatment plant, the CTP, which was originally built by the Bunker Hill Company remains in operation and is operated by

the EPA through a local contractor.

This plant has received numerous upgrades and capacity improvements in the last twenty-five years.

All mine water which is discharged from the Mine has been treated by the EPA during the ownership of the mine by Placer Mining.

of Geologic and Mining Terms

fine-grained sedimentary rock composed predominantly of indurated muds and oozes.

rock composed of broken fragments of minerals or rock cemented together by a fine-grained matrix, which can be either similar to

or different from the composition of the fragments.

major ore mineral containing copper, iron, and sulfur.

geologic period from 145 to 65 million years ago.

type of sheet intrusion referring to any geologic body that cuts discordantly across rock structures.

natural mineral form of lead sulfide.

to or produced by hot water, especially water heated underground by the Earth’s internal heat.

mineral is a naturally occurring solid chemical substance having characteristic chemical composition, highly ordered atomic structure,

Mineralization

act or process of mineralizing.

material that can be mined and processed at a positive cash flow.

process whereby the sulfur in a mineral has been removed and replaced by oxygen.

very common sulfide mineral consisting of iron and sulfur found in a wide variety of geological occurrences.

Commonly known as “Fools

hard metamorphic rock which was originally sandstone

Silicification

hydrothermal or metamorphic process involving the introduction of, alteration to, or replacement by silica.

mineral containing zinc and sulfur.

minerals are a class of minerals containing sulfur with sulfide (S 2− ) as the major anion.

sulfosalt mineral containing copper, antimony, and sulfur.

Work and Future Development Plans

Resources and Exploration

with the digitization work, and since March 2020, the Company has been working systematically to bring a number of mineralized zones

into accordance with NI 43-101 through drilling and channel sampling of the open stopes.

This work focused upon the mineralization that

is closest to the existing infrastructure and above the current water-level.

doing so, the Company’s first objective was to validate in accordance with NI 43-101 standards up to 9 million tons of primarily

zinc ore contained within the UTZ, Quill and Newgard Ore Bodies.

This was conducted between April and July 2020, and 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 re-start 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.

the program as described above, through February 2021 the Company conducted approximately 10,000 feet of additional drilling, primarily

focused on expanding and upgrading its maiden mineral resources estimate in support of its intention to target a rapid re-start of the

Mine, as announced on November 12, 2020.

March 19, 2021, the Company announced an updated mineral resources 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;

and a total of 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.

details regarding the Company’s mineral resources as noted above, including estimation methodologies, can be found in the news

releases dated September 28, 2020, and March 19, 2021 on EDGAR, SEDAR and the Company’s website www.bunkerhillmining.com.

should be noted that mineral resources as stated above, including those delineated in the Inferred, Measured and Indicated categories,

are not mineral reserves as defined by SEC guidelines, and do now show demonstrated economic viability.

Due to the uncertainty that may be attached to Inferred mineral resources,

it cannot be assumed that all or any part of an Inferred mineral resource will be upgraded to an Indicated or Measured mineral resource

as a result of continued exploration.

activities will focus on high-grade lead-silver mineralization targets, in the upper levels of the mine and identified by the data review

and digitization process.

Consistent with that strategy, on March 19, 2021, the Company announced the identification of a new silver

exploration opportunity in the hanging wall of the Cate Fault which it intends to include in its ongoing drilling campaign.

March 29, 2021, the Company announced multiple high-grade silver mineralization results through chip-channel sampling of newly accessible

areas of the Mine identified through the Company’s proprietary 3D digitization program, and as part of its ongoing silver-focused

drilling program.

An area was identified on the 9-level that resulted in ten separate chip samples greater than 900 g/t AgEq (1) ,

each with minimum 0.6m length.

Mineralization remains open up dip, down dip and along strike from the sampling location.

also reported drill results including a 3.8m intercept with a grade of 996.6 g/t AgEq (1) , intersected at the down-dip extension

of the UTZ zone at the 5-level.

The Company will continue to report mineralized drill intercepts concurrent with its ongoing exploration

program that is currently envisaged to comprise 10,000 to 12,000 feet in 2021.

used to calculate Ag Eq are as follows:

and Ag=$20/oz, which are the prices used in the March 2021 technical

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 February 25, 2022, the Company announced the

filing of an amended technical report for the Bunker Hill Mine to address comments from the Ontario Securities Commission (the “OSC

Staff”) as a result of a voluntary application by the Company for a review of its technical disclosure by the OSC Staff.

Technical Report addresses comments requesting clarification, formatting and additional disclosure in a number of areas, including the

property description, treatment of historical estimates, and sampling and verification methods.

It also includes updated disclosure reflecting

the Company’s ownership of the Bunker Hill Mine, which did not become effective until after the December 2021 Technical Report

had been published.

The Mineral Resource Estimate and financial assumptions in the Preliminary Economic Assessment are unchanged from

the December 2021 Technical Report.

The Amended Technical Report is titled “Technical Report and Preliminary Economic Assessment

For Underground Milling and Concentration of Lead, Silver and Zinc at the Bunker Hill Mine, Coeur d’Alene Mining District, Shoshone

County, Idaho, USA”, with an effective date of January 7, 2022.

Technical Report Summary

The following summary is extracted from the Technical

Report filed on February 25, 2022.

The following information does not purport to be a complete summary of the Bunker Hill Technical Report,

is subject to all the assumptions, qualifications and procedures set out in the Bunker Hill Technical Report and is qualified in its

entirety with reference to the full text of the Bunker Hill Technical Report.

Each of the authors of the Bunker Hill Technical Report

is independent qualified person under NI 43-101 (each a “ Qualified Person ”, and together the “ Qualified Persons ”)

and have approved the summary of the Bunker Hill Technical Report below.

The effective date of the technical report was January 7, 2022.

The Bunker Hill Technical Report describes the

mining and processing operations at the Bunker Hill Mine located near the town of Kellogg Idaho, for the Company.

The Company has the

exclusive rights to acquire 100% ownership of the Bunker Hill Mine.

The Bunker Hill Technical Report considers a processing

approach at Bunker Hill Mine where lead (“ Pb ”), silver (“ Ag ”) and zinc (“ Zn ”)

mineralization is mined and processed entirely underground.

Mineralized material would be conventionally milled and then concentrated

by flotation of PbAg followed by flotation of ZnAg.

Metal rich concentrates could then be sold to smelters in North America or overseas.

Mill tailings will be deposited underground in the historic mining voids located throughout the Bunker Hill Mine.

The only envisioned

surface facilities would be offices, warehouses and loading docks.

Highlights of the Bunker Hill Technical Report,

including the preliminary economic assessment (“ Technical Report PEA ”), are listed in Table 1-2 and Table 1-3.

1-1 lists the Mineral Resource estimate for the Bunker Hill Mine.

Mineral Resources are reported according to the CIM Definition Standards

of May 10, 2014 (“ CIM ”).

The guidance and definitions of CIM are incorporated by reference in NI 43-101.

Mineral Resources

are geologically constrained and defined at economic cutoff grades that demonstrate reasonable prospects of eventual economic extraction.

Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

There is no certainty that all or any part

of the Mineral Resources will be converted into Mineral Reserves.

The cleanup of the old smelter, zinc plant, and associated

sites has been completed and management believes the Mine is well positioned for development and an eventual return to production.

more detailed description of the Mine can be found in the “Technical Report Summary” section of this report, including the

current Mineral Resource Estimate, Mineral Reserves, an economic summary, property description and ownership, geology and mineralization,

environmental studies and permitting, metallurgical testing, mining method, recovery methods, and current exploration and development.

Project Activities

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., an amended Settlement Agreement with 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 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.

Report Summary

The following summary is extracted from the S-K 1300 Technical Report Summary,

Bunker Hill Mine Pre-Feasibility Study, Coeur D’ Alene Mining District Shoshone County, Idaho, USA with a Report Date of April 14,

2023 and an Effective Date of August 29, 2022 (the “TRS”).

The following information does not purport to be a complete summary

of the Technical Report Summary, is subject to all the assumptions, qualifications and procedures set out in the Technical Report and

is qualified in its entirety with reference to the full text of the Technical Report Summary.

Each of the Qualified Persons of the Technical

Report Summary is an independent qualified person under the definitions of §229.1300 (Item 1300 of Regulation S-K) (each a “Qualified

Person”, and together the “Qualified Persons”) and have approved the summary of the Technical Report Summary below.

Technical Report Summary describes the mining and processing operations at the Company’s 100% owned Bunker Hill Mine located

near the town of Kellogg, Idaho.

Technical Report Summary considers a processing approach at Bunker where Pb, Ag and Zn mineralization is mined underground.

Mineralized material will be conventionally milled and then concentrated by flotation of lead and silver (Pb/Ag) followed by

flotation of zinc (Zn).

Metal rich concentrates will then be sold to smelters in North America or overseas.

Mill tailings will be

deposited underground in the historic mining voids located throughout the Project.

Economic and Life of Mine highlights of the Technical Report Summary are listed in Table 1-3 and Table 1-4.

Table 1-1 lists the Mineral

Resource Estimate for the Bunker Hill Mine and Table 1-2 lists the Mineral Reserves for the Bunker Hill Mine.

Mineral Resources are not

Mineral Reserves and do not have demonstrated economic viability.

There is no certainty that all or any part of the Mineral Resources

will be converted into Mineral Reserves.

Resource Estimate

Geostatistics and estimates of mineralization

were prepared by Mr.

Scott Wilson, C.P.G., SME.

Geostatistics and estimates of mineralization were

prepared by Resource Development Associates Inc.

Industry accepted grade estimation techniques were used to develop global mineralization

block models for the Newgard, Quill and UTZ zones.

The Mineral Resource estimate considers underground mining and mill processing as

a basis for reasonable prospects of eventual economic extraction.

The Mineral Resource Estimate considers underground mining and mill processing as a

basis for reasonable prospects of eventual economic extraction.

The total Mineral Resource estimate for the Bunker Hill Mine is listed

in Table 1-1 at a cutoff grade of NSR 70 $/ton.

Table 1-1 Bunker Hill Mine Mineral Resource

Estimate – NSR $70/ton cut off – Ag selling price of $20/oz (troy), Lead selling price of $0.90/lb, Zn selling price of $1.15/lb.

Effective date of November 29, 2021)

The Qualified Person for the above estimate is Scott Wilson, C.P.G.,

effective November 29, 2021

Measured, Indicated and Inferred classifications are based on the

2014 CIM Definition Standards.

The Company has chosen to no longer classify Mineral Resources as “ZnAg Resources” or

“PbAg Resources”, as was done for the Mineral Resource Update effective March 22, 2021

Mineral Resources that are not Mineral Reserves do not have demonstrated

economic viability

Net smelter return (NSR) is defined as the return from sales of

concentrates, expressed in US$/t, ie:

NSR = (Contained metal) * (Metallurgical recoveries) * (Metal Payability %) * (Metal

prices) – (Treatment, refining, transport and other selling costs).

For the Mineral Resource Estimate, NSR values were calculated

using updated open-cycle metallurgical results including recoveries of 92%, 82% and 88% for Zn, Ag and Pb respectively, and concentrate

grades of 54.7% Zn in zinc concentrate, and 59.7% Pb and 14.18 oz/ton Ag in lead concentrate.

All other relevant assumptions are

as described in Table 16-1 of the Company’s Updated PEA filed on SEDAR on November 3, 2021

The Qualified Person for the above metallurgical data is Deepak

Malhotra, SME of Pro Solv LLC Mineral Resources are estimated using a zinc price of $1.15 per pound, silver price of $20.00 per ounce,

and lead price of $0.90 per pound.

Historic mining voids, stopes and development drifting have been

accounted for in the mineral resource estimate

Columns may not add up due to rounding

Preliminary Economic

The summary of the current

projected financial performance of the Bunker Hill Mine is listed in Table 1-2.

Sensitivities are summarized in Table 1-3.

The preliminary economic

assessment is preliminary in nature, and there is no certainty that the reported results will be realized.

The Mineral Resource estimate

used for the Technical Report PEA includes Inferred Mineral Resources which are considered too speculative geologically to have the economic

considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the projected

economic performance will be realized.

The purpose of the Technical Report PEA is to demonstrate the economic viability of the Bunker

Hill Mine, and the results are only intended as an initial, first-pass review of the Bunker Hill Mine economics based on preliminary

Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability .

Estimated Bunker Hill

production for Life of Mine

Mineral Resources are classified according to §229.1302(d)(1)(iii)(A) (Item 1302(d)(1)(iii)(A)

of Regulation S-K).

Table 1-1 Bunker Hill Mine Mineral Resource Estimate (Exclusive of Mineral

Reserves), August 29, 2022 – Resource Development Asociates Inc.

(1) The Mineral Resource Estimate was prepared by Resource Development Associates Inc.

Measured, Indicated and Inferred classifications are classified according to §229.1302(d)(1)(iii)(A) (Item 1302(d)(1)(iii)(A) of

Regulation S-K).

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability

Net smelter return (NSR) is defined as the return from sales of concentrates, expressed in US$/t, i.e.:

NSR = (Contained metal) * (Metallurgical

recoveries) * (Metal Payability %) * (Metal prices) – (Treatment, refining, transport and other selling costs).

For the Mineral

Resource Estimate, NSR values were calculated using updated open-cycle metallurgical results including recoveries of 85.1%, 84.2% and

88.2% for Zn, Ag and Pb respectively, and concentrate grades of 58% Zn in zinc concentrate, and 67% Pb and 12.13 oz/ton Ag in lead concentrate.

Mineral Resources are estimated using a zinc price of $1.20 per pound, silver price of $20.00 per ounce, and lead price of $1.00 per

Historic mining voids, stopes and development drifting have been depleted from the Mineral Resource Estimate

Totals may not add up due to rounding

(8) Mineral Resources are reported exclusive of Mineral

The reserves disclosed in the report represent measured mineral resources and indicated resources that were evaluated with modifying

factors related to underground mining.

Reserves have been estimated for the Quill, Newgard and UTZ sections of the Project.

Measured and Indicated (M & I) Mineral Resources

were converted to Probable Mineral Reserves for the mine.

Measured Mineral Resources were converted to Probable Mineral Reserves because

of uncertainties associated with modifying factors that were taken into account in the conversion from Mineral Resources to Mineral Reserves.

and Indicated Resources were converted to Probable Mineral Reserves by evaluating operating cost, projected metal revenues and estimated

stope shapes and geometries.

The general widths, plunge and shape of the Quill and Newgard mineralization lends itself well to transverse

(perpendicular to strike) long hole open stoping (LHOS) with fill utilizing rubber tire equipment.

The UTZ deposit is more amenable to

cut-and-fill (CF) methods due to its shape and geometry.

Extraction of the planned mine shapes is assumed to be 100% of the NSR $80/ton

Breakeven NSR is $70/ton for LHOS and $75/ton for cut-and-fill stopes.

Reserves were classified in accordance with §229.1302(e)(2) (Item 1302(e)(2) of Regulation S-K).

The mineral reserve statement is

presented in Table 1-2.

Mineral Reserves are estimated at an NSR value cutoff of $80/short ton at the reference point of saleable mill

concentrates with an effective date of August 29, 2022.

1-2 Bunker Hill Mineral Reserve Estimate, August 29, 2022 – Minetech, USA, LLC

Plan Dilution is zero grade waste included in the designed stope shapes and probable tonnages

Unplanned dilution is 5% external dilution added at zero grade

Mineral Reserves stated are inclusive of all above mentioned dilutions and are factored for ore loss due to mining activities

Net smelter return (NSR) is defined as the return from sales of concentrates, expressed in US$/t, i.e.:

NSR = (Contained metal) * (Metallurgical

recoveries) * (Metal Payability %) * (Metal prices) – (Treatment, refining, transport and other selling costs).

For the Mineral

Reserve Estimate, NSR values were calculated using updated open-cycle metallurgical results including recoveries of 85.1%, 84.2% and

88.2% for Zn, Ag and Pb respectively, and concentrate grades of 58% Zn in zinc concentrate, and 67% Pb and 12.13 oz/ton Ag in lead concentrate.

Mineral Reserves are estimated using a zinc price of $1.20 per pound, silver price of $20.00 per ounce, and lead price of $1.00 per pound.

Historic mining voids, stopes and development drifting have been depleted from the Mineral Reserve Estimate

Totals may not add up due to rounding

summary of the current projected financial performance of the Bunker Hill Mine is listed in Table 1-3.

Sensitivities are summarized in

1-3 Bunker Hill Project Economic Summary

Silver ($/oz)

Ore mined (kt)

Average annual mineralized material mined (kt) Ill

Zinc grade (%)

1 unchanged sentence

Silver grade (oz/t)

Zinc eq grade (%) (2i

Silver eq grade (oz/t) j3i

Zinc produced - Zn conc (klbs)

Lead produced - Pb conc (klbs)

Silver produced - Pb conc (koz)

Zinc eq produced (klbs) t21

Silver eq produced (koz) 43)

Zinc eq grade (%)

Zinc concentrate (t)

Lead concentrate (t)

Zn grade - Zn conc (%)

Pb grade - Pb conc (%)

Ag grade - Pb conc (oz/t)

- Zn conc (klbs)

- Pb conc (klbs)

- Pb conc (koz)

Zinc eq produced (klbs)

Processing ($/t)

Opex - total ($/t)

Sustaining capex ($/t)

by-product ($/lb Zn payable)

co-product ($/lb Zn payable)

Pre-tax free cash flow lsi

Free cash flow isl

Payback (years)

Annualize averages excluded the first and last years of mine life

Zinc equivalency calculated using metal prices shown above.

Silver equivalency calculated using metal prices shown above.

Includes zinc produced in zinc concentrate, lead and silver produced

in lead concentrate

Life of mine (“ LOM ”) includes initial capital

expenditure Note:

Cash Cost Includes mining, processing, G&A, smelter charges and freight.

Table 1-3 Economic Sensitivity to Zinc

Price, Opex and Capex

Property Description and Ownership

The Bunker Hill Mine is located in the cities of Kellogg and Wardner of

Shoshone County, Idaho.

On August 17, 2017, Bunker Hill and Placer Mining, entered into a two-year Mining Lease with Option to Purchase

(together, the “ Lease ”).

The Lease became effective on November 1, 2017.

The lease provides that Bunker Hill will operate

the Bunker Hill Mine and make certain improvements on the Mine along with making monthly $60,000 payments to Placer Mining over the term

of the lease.

On November 1, 2019, Bunker Hill and the current

owner signed an amendment to its Lease for the Bunker Hill Mine.

Under the new amended agreement, the lease period has been extended

for an additional period of nine months through August 1, 2020.

On July 27, 2020, this Lease was further extended

until August 1, 2022.

On November 20, 2020, the parties amended the

Under the amended terms, the purchase price was decreased 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 Bunker Hill and an aggregate of $5,400,000

payable in cash outstanding) and $2,000,000 in common shares of Bunker Hill.

Further, under the amendment to the Lease, Bunker Hill was

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

when Bunker Hill elects to exercise its purchase right.

Bunker Hill 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 Bunker

On January 7, 2022, the Company closed the purchase

of the Bunker Hill Mine.

Mine assets were purchased for $7,700,000, with $300,000 of previous lease payments and a deposit of $2,000,000

applied to the purchase, resulting in cash paid at closing of approximately $5,400,000.

The EPA obligation of $19,000,000 was assumed

by Bunker Hill as part of the acquisition.

Geology and Mineralization

The Northern Idaho Panhandle Region in which the

Bunker Hill Mine is located is underlain by the Middle Proterozoic-aged Belt-Purcell Supergroup of fine-grained, dominantly siliciclastic

sedimentary rocks which extends from western Montana (locally named the Belt Supergroup) to southern British Columbia (locally named

the Purcell Supergroup) and is collectively over 23,000 feet in total stratigraphic thickness.

Mineralization at the Bunker Hill Mine is hosted

almost exclusively in the Upper Revett formation of the Ravalli Group, a part of the Belt Supergroup of Middle Proterozoic-aged, fine-grained

Geologic mapping and interpretation progressed by leaps and bounds following the recognition of a predictable stratigraphic

section at the Bunker Hill Mine and enabled the measurement of specific offsets across major faults, discussed in the following section.

From an exploration and mining perspective, there were two critical conclusions from this research:

all significant mineralized shoots

are hosted in quartzite units where they are cut by vein structures, and the location of the quartzite units can be projected up and

down section, and across fault offsets, to target extensions and offsets of known mineralized shoots and veins.

Mineralization at Bunker Hill Mine falls in four

categories, described below from oldest to youngest events:

Bluebird Veins (BB):

striking, SW-dipping (Fig.

7-11), variable ratio of sphalerite-pyrite-siderite mineralization.

Thick, tabular cores with gradational

margins bleeding out along bedding and fractures.

Detailed description in Section 7.2.2.

Stringer/Disseminated Zones:

Disseminated,

fracture controlled and bedding controlled blebs and stringer mineralization associated with Bluebird Structures, commonly as halos to

vein-like bodies or as isolated areas where brecciated quartzite beds are intersected by the W-NW structure and fold fabrics.

Galena-Quartz Veins (GQ):

NE striking, S to SE dipping (Fig.

7-11), quartz-argentiferous galena +/-siderite-sphalerite-chalcopyrite-tetrahedrite veins, sinuous-planar

with sharp margins, cross-cut Bluebird Veins.

Detailed description in Section 7.2.2.

Hybrid Zones:

Formed at intersections

where GQ veins cut BB veins (Fig.

7-11), with open space deposition of sulfides and quartz in the vein refraction in quartzite beds,

and replacement of siderite in the BB vein structure by argentiferous galena from the GQ Vein.

Environmental Studies and Permitting

Because the mine is on patented mining claims

(privately-owned land), only a limited number of permits are required for mining and milling operations.

($/lb Zn payable)

FCF & Valuation ($000’s)

Silver revenue

Gross revenue

TC - Zinc conc

TC - Lead conc

RC - Lead conc

Net smelter return

Processing costs

Sustaining capex

Initial capex

Land & salvage value

free cash flow

1-4 Sensitivity Analysis

Description and Ownership

Bunker Hill Mine is located in Shoshone County, Idaho with portions of the mine located within the cities of Kellogg and Wardner, Idaho

in northwestern USA.

The Kellogg Tunnel, which is the main access to the mine, is located at 47.53611°N latitude, 116.1381W longitude.

The approximate elevation for the above cited coordinates is 2366 ft.

December 15, 2021 BHMC signed a Purchase and Sale Agreement (PSA) with Placer Mining Corporation and both William and Shirley Pangburn

to acquire full ownership of the subsequently listed mineral titles in addition to other Surface Rights and Real Property associated

with land and structures of the Bunker Hill Mine.

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

Mine assets were purchased for $7,700,000, with $300,000 of

previous lease payments and a deposit of $2,000,000 applied to the purchase, resulting in cash paid at closing of approximately $5,400,000.

The EPA obligation of $19,000,000 was assumed by Bunker Hill as part of the acquisition.

and Mineralization

Northern Idaho Panhandle Region in which the Bunker Hill Mine is located is underlain by the Middle Proterozoic-aged Belt-Purcell Supergroup

of fine-grained, dominantly siliciclastic sedimentary rocks which extends from western Montana (locally named the Belt Supergroup) to

southern British Columbia (locally named the Purcell Supergroup) and is collectively over 23,000 feet in total stratigraphic thickness.

Mineralization

at the Bunker Hill Mine is hosted almost exclusively in the Upper Revett formation of the Ravalli Group, a part of the Belt

Supergroup of Middle Proterozoic-aged, fine-grained sediments.

Geologic mapping and interpretation progressed by leaps and bounds

following the recognition of a predictable stratigraphic section at the Bunker Hill Mine and enabled the measurement of specific

offsets across major faults, discussed in the following section.

From an exploration and mining perspective, there were two critical

conclusions from this research:

all significant mineralized shoots are hosted in quartzite units where they are cut by vein

structures, and the location of the quartzite units can be projected up and down section, and across fault offsets, to target

extensions and offsets of known mineralized shoots and veins.

Mineralization

at Bunker Hill Mine falls in four categories, described below from oldest to youngest events:

W—NW striking, SW-dipping, variable ratio of sphalerite-pyrite-siderite mineralization.

Thick, tabular cores with

gradational margins bleeding out along bedding and fractures.

Stringer/Disseminated

Disseminated, fracture controlled and bedding controlled blebs and stringer mineralization associated with Bluebird Structures,

commonly as halos to vein-like bodies or as isolated areas where brecciated quartzite beds are intersected by the W-NW structure and

fold fabrics.

Galena-Quartz

E to NE striking, S to SE dipping, quartz-argentiferous galena +/-siderite-sphalerite-chalcopyrite-tetrahedrite veins,

sinuous-planar with sharp margins, cross-cut Bluebird Veins.

Formed at intersections where GQ veins cut BB veins, with open space deposition of sulfides and quartz in the vein refraction

in quartzite beds, and replacement of siderite in the BB vein structure by argentiferous galena from the GQ Vein.

Environmental

Studies and Permitting

the mine is on patented mining claims (privately-owned land), only a limited number of permits are required for mining and milling operations.

These relate to:

(1) air quality

and emissions from crushing, milling and processing and (2) any refurbishment of surface buildings that may require construction permits.

The Bunker Hill Mine is located within the Bunker

Hill Superfund site (EPA National Priorities Listing IDD048340921).

Cleanup activities have been completed in Operable Unit 2 of the

Bunker Hill Superfund Site where the mine is located though water treatment continues at the Central Treatment Plant (the “ CTP ”)

located near Bunker Hill Mine.

The CTP is owned by the EPA and is operated by its contractors.

Bunker 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:

Payment of $20,000,000 for historical water treatment cost recovery

for amount paid by the EPA from 1995 to 2017.

Payment of for water treatment services provided by the EPA at the

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.

Conducting 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 subsequent

to the end of the period, the remaining payments of the EPA cost recovery liability would be 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.

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 resumption of payments in 2024 were 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.

In addition to the cost recovery payments outlined

above, the Amendment includes an inital payment for outstanding water treatment costs that have been incurred over the period from 2018

through 2021.

This approximately $2,900,000 settlement payment would be made within 90 days of the execution of the Amendment.

The changes in payment terms and schedule, are

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.

These assurances correspond 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.

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

If the Company does not post an Interim Financial

Assurance within 90 days of execution of the Amendment, or fail to post the Final Financial Assurance within 180 days of the execution

of the Amendment, the terms of the original agreement will be reinstated.

As at December 31, 2021, the Company had not secured

the interim financial assurance, and therefore the contingency had not been removed or satisfied.

Further, as of the date of this filing,

the financial assurance has not been secured, and as a result, the liability to the EPA is accounted for with no effectivity of the Amendment,

with the liabilities each reflected as current liabilities.

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.

Bunker Hill will initiate a full Environmental,

Social and Health Impact Assessment for the activities described in this Technical Report PEA and for its business model as a whole in

This study is projected for completion in 2022.

Metallurgical Testing

RDi initiated metallurgical test work on three

samples designated Newgard, Quill and Utz with the primary objective of determining the process flowsheet and the metal recoveries and

concentrate grades.

The test work is on-going, and the highlights of the results so far indicate the following:

The composite samples assayed 2.9% to 8.6% Zn, 1.6% to 4.9% Pb and

21 g/mt to 69 g/mt Ag

The sample had ±66% of sulfur present as sulfide sulfur

Bond’s ball mill work index for the composite samples ranged

from 13.73 to 15.58 thereby indicating the rock to be relatively hard

Rougher flotation tests indicated that P80 of 150 mesh

to 200 mesh was optimum for flotation of desired minerals

The sequential flotation scheme employed historically is amenable

for production of Pb/Ag and Zn concentrates

Mining Method

Long-hole stoping with fill (LHOS), cut-and-fill

and possibly room-and-pillar mining with fill are the only methods viable for sustained operations today.

LHOS is the preferred mining

method with limited cut-and-fill mining at Bunker Hill Mine.

Room-and-pillar mining is not in the current plan.

Timbered ground support

has been replaced with newer ground support technology of rock bolts, mesh, shotcrete and steel sets as required.

Ground conditions are

generally good to excellent at Bunker Hill Mine and the rest of the mines in the Silver Valley.

Bunker Hill Mine does not have a history

of rock burst events that are frequent in the deeper mines to the east.

Recovery Methods

Historical and on-going current test work at RDi

indicates that sequential flotation process can produce marketable-grade Pb/Ag and Zn concentrates.

A conceptual process flowsheet was

developed based on limited test work, historical plant flowsheet and plants processing similar polymetallic mineralized material.

flowsheets consist of two-stage crushing to produce a feed of P80 of 0.5 inch for the milling circuit.

Material will be ground

in a ball mill to P80 of 270 mesh with sodium cyanide and zinc sulfate.

Resulting ground slurry will be subjected to rougher

flotation of lead and silver minerals using xanthate and MIBC.

Concentrates could be reground and cleaned up to three times to produce

a lead/silver concentrate.

Lead rougher- and first-cleaner tailings will

be combined and conditioned with copper sulfate and then pH adjusted, and zinc minerals floated with xanthate and MIBC.

concentrates could be reground and cleaned up to three times to produce marketable zinc concentrate.

Current Exploration and Development

Bunker Hill has a rare exploration opportunity

available at the Bunker Hill Mine and has embarked on a new path to fully maximize the potential.

A treasure trove of geologic and production

data has been organized and preserved in good condition in the mine office since the shutdown of major mine operations in the early 1980s.

This data represents 70+ years of proper scientific data and sample collection, with high standards of accuracy and precision that were

generally at or above industry standards at the time.

The Company saw the wealth of information that

was available but not readily usable and embarked on a scanning and digitizing program.

From this they were able to build a 3D digital

model of the mine workings and 3D surfaces and solids of important geologic features.

To add to this, all of the historic drill core

lithology logs and assay data (>2900 holes) was entered into a database and imported with the other data into Maptek Vulcan 3D software.

Exploration activities at the Bunker Hill Mine

are focused on core drilling to confirm presence of siler-rich mineralization and wide bluebird style mineralization, as well as finding

un-mined offset segments of known mineralized structures.

Bunker Hill continues investment in the advancement

of the Bunker Hill Mine through drilling, tunnel refurbishment and technical evaluations both internally and with the assistance of reputable

consulting firms.

RDA is of the opinion that the current Mineral Resources at Bunker Hill Mine are sufficient to warrant continued planning

and effort to explore, permit and develop the Bunker Hill Mine, and that it supports the conclusions herein.

RDA is of the opinion that with a historic silver

production of over 160 million ounces, silver mineralization should be investigated with vigorous exploration programs.

While base metals

are a very important component of the Bunker Hill Mine and drilling resources are recommended to be allocated to the further delineation

and addition of base metal dominant resource, the recent selling price of silver demands attention.

The confirmation drilling program

identified intercepts of 10 to 20 ounces per ton of silver.

The J vein and Francis stopes hosted high grade silver mineralization and

the near-surface historic Caledonia and Sierra Nevada Mines were bonanza grade silver producers in the past.

These and other known occurrences

of silver must be followed up on to determine that economic silver occurrences exist on the Bunker Hill Mine land package

(1) air quality and emissions from crushing, milling and processing and (2) any refurbishment of surface buildings that

may require construction permits.

Bunker Hill Mine is located within the Bunker Hill Superfund site (EPA National Priorities Listing IDD048340921).

Cleanup activities

have been completed in Operable Unit 2 of the Bunker Hill Superfund Site where the mine is located, though water treatment continues at

the Central Treatment Plant (the “ CTP ”) located near Bunker Hill Mine.

The CTP is owned by the EPA and is operated

by its contractors.

entered into a Settlement Agreement and Order on Consent with the US Environmental Protection Agency (“US EPA”) and the US

Department of Justice (“DOJ”) on May 14, 2018.

Section 9, Paragraph 33 of that agreement stipulates that BHMC must obtain

a National Pollutant Discharge Elimination System (“NPDES”) permit for effluent discharged by Bunker Hill Mine by May 14,

This obligation exists and the deadline will occur at a point in time where restart activities are planned to occur.

will initiate a voluntary Environmental, Social and Health Impact Assessment (“ESHIA”) for the activities described in the

Technical Report Summary and for its business model as a whole.

This study is projected for completion in 2024 and will conform to ISO, IFC

and GRI standards.

Metallurgical

Resource Development Inc.

initiated metallurgical test work on three samples designated Newgard, Quill and Utz with the primary objective of determining the process

flowsheet and the metal recoveries and concentrate grades.

Flotation testing was completed through locked-cycle testing, the results

of which are displayed in table 1-5

1-5 Summary of Locked-Cycle Flotation Test Results

open-cycle and locked-cycle tests were completed at a primary grind of P 80 270 mesh for rougher flotation.

Rougher scavenger

flotation was included in both the lead and zinc circuits to increase the amount of value sent to the cleaner stages.

Regrind of the

lead rougher concentrate with a pebble mill was completed to a particle size of approximately P 80 400 mesh for cleaner flotation.

No regrind was completed with the zinc rougher concentrate.

has contracted SGS Canada Inc (SGS) to conduct a metallurgical study to further evaluate and optimize metal recovery for the Bunker Hill

The primary objective of the test program is to complete metallurgical test work to improve met results over the Pre-feasibility

Study (PFS) performed by Rdi for the Bunker Hill Project.

1-1 Locked-Cycle Test Process Flowsheet

stoping with fill (LHOS), cut-and-fill and possibly room-and-pillar mining with fill are the only methods viable for sustained operations

LHOS is the preferred mining method with limited cut-and-fill mining at Bunker Hill Mine.

Room-and-pillar mining is not in the

current plan.

Timbered ground support has been replaced with newer ground support technology of rock bolts, mesh, shotcrete and steel

sets as required.

in October of 2021 and completed in April of 2022, BHMC conducted a geotechnical investigation of the underground conditions at the Bunker

Data collection involved a data analysis of RQD values logged with previous exploration drilling, geotechnical logging of

recently drilled rock cores and an extensive investigation of pre-existing underground excavations and development.

Ground conditions

are generally good to excellent at Bunker Hill Mine and the rest of the mines in the Silver Valley.

Bunker Hill Mine does not have a

history of rock burst events that are frequent in the deeper mines to the east.

Hill plans to re-construct a crush-grind-flotation-concentration mill from the nearby Pend Oreille (PO) mine in northern Washington on

the Bunker Hill Kellogg Mine Yard.

There currently is a large building that housed the historic machine shop at the Bunker Hill mine

that will first need to be dismantled and removed for access to the existing slab.

The future structures to house the grind-flotation-concentration

circuit, as well as the secondary crushing circuit and concentrate storage facilities will need to be constructed.

process consists of a primary and secondary ore crushing circuit, then a primary grinding circuit followed by two separate flotation

circuits to recover lead, zinc, silver and gold into two separate concentrate products;

a lead, silver, gold concentrate and a zinc concentrate.

Approximately 648,000, short tons of ore will be processed a year at a rate of 1,800 stpd, or 79 stph at 95% availability.

1-2 Bunker Hill Process Flowsheet

Exploration and Development

Hill has a rare exploration opportunity available at the Bunker Hill Mine and has embarked on a new path to fully maximize the potential.

A treasure trove of geologic and production data has been organized and preserved in good condition in the mine office since the shutdown

of major mine operations in the early 1980s.

This data represents 70+ years of proper scientific data and sample collection, with high

standards of accuracy and precision that were generally at or above industry standards at the time.

Company saw the wealth of information that was available but not readily usable and embarked on a scanning and digitizing program.

this they were able to build a 3D digital model of the mine workings and 3D surfaces and solids of important geologic features.

to this, all of the historic drill core lithology logs and assay data (>2900 holes) was entered into a database and imported with

the other data into Maptek Vulcan 3D software.

addition to both continued geologic digitization and the completed 2021 exploration drill program, the Company has performed a geophysical

survey over the summer of 2021.

The survey was conducted as a ground geophysical 3DIP survey through DIAS Geophysical Ltd out of Saskatoon,

Pre-Feasibility level analyses demonstrates that the restart of the Bunker Hill mine can reasonably be expected to generate a positive return

on investment with an after-tax IRR of 36% based on the reserves presented.

It is reasonable to expect the conversion of Inferred resources

to Indicated resources and indicated resources to measured resources to continue.

Inferred Mineral Resources are considered too geologically

speculative to have economic considerations applied to them to be classified as a Mineral Reserve.

Technical Report Summary is based on all available technical and scientific data available as of August 29, 2022.

Mineral Resources

are considered by the QP to meet the reasonable prospects of eventual economic extraction due two main factors;

1) cut-off grades

are based on scientific data and assumptions related to the project and 2) Mineral Resources are estimated only within blocks of

mineralization that have been accessible in the past by mining operations as well as by using generally accepted mining and

processing costs that are similar to many projects in Idaho.

Recommendations

Exploration programs should focus on the definition

of silver resources.

Silver resources that demonstrate the reasonable prospects of eventual economic extraction have been identified

within the current mineral resource estimate.

Significant silver mineralization encountered through exploration and past production suggests

that these zones should be given as much weight as past Pb and Zn exploration and resource definition programs.

Metallurgical test work should be completed and

the results thoroughly analyzed in order to further refine metallurgical recovery and concentrate grade assumptions, and optimize flowsheet

characteristics.

Digitization of nearly 100 years of paper maps

is nearing completion.

In addition to unlocking the understanding of the geometry of the mineral deposit much of the information describes

the mined-out portion of the Bunker Hill Mine.

This will be critical for future mineral resource estimates as mined out voids need to

be accurately defined.

Results from the Technical Report PEA indicate

that the Bunker Hill Mine may support a Preliminary Feasibility Study.

Plant and backfill engineering and metallurgical testing are recommended.

Used equipment estimates should also be procured.

The Newgard, Quill and UTZ block model portion

of the mine was initially scheduled based on a 5.0% zinc cutoff grade (not zinc equivalent) for the June 2021 Restart PEA in the upper

majority zinc mineralization.

The lower majority lead and silver mineralization used a 5.0% zinc equivalent.

This lower section is not

included in the block model and represents Bunker Hill Mine records at the time of closure.

It is classified as inferred resource.

Newgard, Quill and UTZ block model has been updated with NSR values to better represent actual zinc, lead and silver revenues.

model NSR valuation change and the majority use of longhole stoping methods are the subject of this report.

Additional drilling and mine block modeling should

continue to increase the conversion of Inferred to Indicated Resources.

Based on the aforementioned, the authors are not

recommending successive phases of the work for the advancement of the project.

Table 1-4 Proposed Budget for Project Advancement

Exploration Drilling (includes labor and assaying)

Metallurgical definition characteristics

Surface Geophysics

Ongoing Digital compilation of historical information

Environmental Studies as part of care and maintenance

Rehabilitation and Infrastructure Improvements

Plant Engineering

Hydraulic Backfill and Tailing Placement Engineering

Mine Rehabilitation, Care and Maintenance

Further details regarding the MRE, including estimation

methodologies, can be found in the technical report which is filed as an exhibit to the Registration Statement of which this prospectus

Continued analysis and interpretation of the geophysical

survey results should aid to guide future exploration activities outside of historical mine working areas.

Additional exploration drilling

with the advancement of underground mine development is also advised due to the proximity of future development to under-explored areas

of historical workings.

Continued digitization and interpretation of historical mapping and research will aid to guide future underground

and surface exploration activities.

Completion of issued for construction

(IFC) level drawings for the mineral processing facilities is recommended.

Completion of IFC level engineering

drawings related to the paste backfill plant are recommended.

Final tails product material generated from additional metallurgical testing

will work to optimize binder compositions and have the potential to reduce backfill OPEX costs.

Additional geotechnical studies

are recommended with the advancement of underground development.

Continued geotechnical diamond drilling associated with future resource

delineation and exploration drilling activities will provide a better sample set for rock strength testing and geotechnical logging.

underground development will also allow for the investigation of previously mined areas and association of historical span allowances

based on previous ground support methods.

Additional resource delineation and conversion drilling

and mine block modeling should continue to increase the conversion of Inferred to Indicated Resources.

1-6 Proposed Work Program to Advance Bunker Hill

Interpretation and Additional Geophysics

Environmental

and Process Plant Engineering

Backfill and Tailing Placement Engineering

Recommended Budget

Infrastructure

Mine main level is termed the nine level and is the largest level in the Mine.

It is connected to the surface by the approximately 12,000-foot-long

Kellogg Tunnel.

Three major inclined shafts with associated hoists and hoistrooms are located on the nine level.

These are the No.

shaft, which is used for primary muck hoisting in the main part of the Mine;

2 shaft, which is a primary shaft for men and materials

in the main part of the Mine;

3 Shaft, which is used for personnel, materials and muck hoisting for development in the northwest

part of the Mine.

top stations of these shafts and the associated hoistrooms and equipment have all been examined by Company personnel and are in moderately

good condition.

The Company believes that all three shafts remain in a condition that they are repairable and can be bought back into

good working order over the next few years.

water level in the Mine is held at approximately the ten level of the Mine, roughly 200 feet below the nine level.

The Mine was historically

developed to the 27 level, although the 25 level was the last major level that underwent significant development and past mining.

level is approximately 200 feet vertically apart.

south-eastern part of the Mine was historically serviced by the Cherry Raise, which consisted of a two-compartment shaft with

double drum hoisting capability that ran at an incline up from the nine level to the four level.

The central part of the Mine was serviced

upward by the Last Chance Shaft from the nine level to the historic three or four level.

Neither the Cherry Raise or the Last Chance

shaft are serviceable at this time.

However, the upper part of the Mine from eight level up to the four level has been developed by past

operators by a thorough-going rubber tire ramp system, which is judged to be about 65% complete.

Company has repaired the first several thousand feet of the Russell Tunnel, which is a large rubber-tire capable tunnel with an entry

point at the head of Milo Gulch.

This tunnel will provide early access to the UTZ Zone, and Quill and Newgard Zones, following ramp and

access development.

The Company has made development plans to provide interconnectivity of the ramp system from the Russell Tunnel at

the four level down to the eight level, with further plans to extend the ramp down to the nine level.

Thus rubber-tired equipment will

be used for mining and haulage throughout the upper Mine mineral zones, which have already been identified, and for newly found zones.

Kellogg Tunnel will be used as a tracked rail haulage tunnel for supply of personnel and materials into the Mine and for haulage of mined

material out of the Mine.

Historically, the Kellogg Tunnel was used in this manner when the Mine was producing upwards of 3,000 tons

per day of mined material.

The Company has inspected the Kellogg Tunnel for its entire length and has determined that significant timbered

sections of the tunnel will need extensive repairs.

These are areas that intersect various faults passing through the Kellogg Tunnel

at normal to oblique angles and create unstable ground.

Company has determined that all of the track, as well as spikes, plates and ties holding the track will need to be replaced, and has

started that process in support of the on-going exploration program.

Additionally, the water ditch that runs parallel to the track will

need to be thoroughly cleaned out and new timber supports and boards that keep the water contained in its path will need to be installed.

All new water lines, compressed air lines and electric power feeds will also need to be installed.

The total cost estimate for this Kellogg

Tunnel work is still in process as of the date hereof, but the time estimate for these repairs is approximately twelve months.

Project Update:

On March 22, 2022, the Company

announced its plans to continue to advance technical studies to a level that will enable a construction decision to be made and a Pre-Feasibility

Study (“PFS”) to be published during Q2 2022.

The PFS will focus upon mining of Measured and Indicated Resources that maximize

cash flow and returns on initial capital invested, leveraging existing infrastructure and the Pend Oreille process plant once it has

been relocated to the Bunker Hill site.

The Company aims to have the mine in commercial production by the end of 2023, in accordance

with the summary timetable shown below.

Bunker Hill Planned Development Timeline

The technical

studies to support both a PFS and a Construction Decision remain on track, with updates to some of the key and supporting activities

detailed below:

Technical Studies Update

Currently In-Progress

Plant Engineering

drawings for processing plant and crushing gallery complete.

Multiple simulation exercises have indicated reduced initial construction

capital expenditures from PEA estimates.

studies complete.

These affirm preference for an underground location for the primary crushing circuit on Level 9, with milling and

flotation circuits on surface within existing building.

cost analysis, detailed construction planning and construction contractor negotiations on-going.

and Backfill Plant Engineering

paste plant design and location trade-offs on-going.

trade-off analysis and mine scheduling on-going.

analysis of back-fill requirements indicates significant cost savings from PEA estimates.

Metallurgical

studies continue to further optimize the mill and process flow sheet used in the PEA.

Lock-Cycle Testing (LCT) on-going.

and Associates study complete, supporting geotechnical assumptions made within the PEA.

stope sequencing and optimization on-going.

haulage trade-off studies complete.

Crushed ore to be moved from UG crushing gallery to surface processing circuits via conveyor

within the Kellogg Tunnel.

Oreille Plant Demobilization

Project/process

plant manager appointed.

demobilization planning on-going, set to meet timelines agreed with Teck, with cost estimates in line with PEA.

Mining and Rehabilitation Activities

(mining contractor) building organic capacity on site.

This includes adding local staff and acquiring mining equipment including

Rehabilitation

of UTZ drift on 5-Level completed on schedule.

construction of decline ramp to connect 5-Level with existing 6-level spiral ramp for rubber-tired equipment.

Hill Surface Upgrades

yard and surface facilities now cleared to accept Pend Oreille plant equipment.

plans to upgrade electrical infrastructure to both Kellogg and Wardner Portal yards.

Bunker Hill complex is a mature mine with much of the underground infrastructure and development still in place.

The mill, smelter and

tailing impoundment have been removed and these sites have been reclaimed.

Part of the reclamation included surface water diversion structures

which are still in use and are maintained in good condition.

The original Bunker Hill mine offices, car and maintenance shops, and change

house are located near the Kellogg Tunnel (KT) portal and are in serviceable condition.

Hill is located in Kellogg Idaho along the Interstate 90 corridor on the west side of what is traditionally known as the Silver Valley.

It is 60 miles from the Spokane, WA airport to the west and 125 miles to the Missoula, MT airport to the east.

The Silver Valley of north

Idaho is a desirable place to live and is home to an enthusiastic and talented underground mining work force.

power requirements will be met with the Avista Kellogg substation, located next to the Bunker Hill main offices supplying power to the

mine and other local consumers.

There are two existing distribution lines now supplying the mine from the Kellogg Avista substation.

One feeds the surface mine facilities and the underground loads from the Kellogg side, the other feeds the Wardner mine yard and facilities.

The current 3-phase 2.5kV mine distribution system on the Kellogg side is in the process of being upgraded to 3-phase 13.2kV.

discharge water now gravity drains out the 9-level through the Kellogg Tunnel via a ditch adjacent to the rail line to the portal.

is then routed to a water treatment plant constructed by the EPA and currently operated by the Idaho Department of Environmental Quality

commissioned Patterson & Cooke North America to perform tradeoff studies for costing and operating the mine backfill and tailing

placement facilities.

Results from the tradeoff studies led to the location of the plant on surface, both adjacent to the mill and at

Tailings thickening will take place inside the mill/process facility building, with the underflow being pumped to the tailings

filtration plant located adjacent to the mill/process building.

Vacuum filtration will take the thickened tailings and produce a filter

cake material which will be deposited and stored in a load-out facility at the plant.

A surface loader will transfer the filter cake

tailings into overland haul trucks to deliver the material up to the Wardner side of operations along the return route from ROM ore haulage.

Once delivered to the storage facility at Wardner, material will be loaded into the paste plant, combined with an ordinary cement binder,

and subsequently pumped underground via a reticulated piping system.

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 2. Properties