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Item 9A. Controls and Procedures

2023-04-17 compared with 2022-03-31 · 205 added, 273 removed, 345 unchanged (58% of the section changed)

1 unchanged sentence

Controls and Procedures

SEC defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer

that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act

is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls

and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an

issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management,

including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow

timely decisions regarding required disclosure.

The Company maintains such a system of controls and procedures in an effort to ensure

that all information which it is required to disclose in the reports it files under the Exchange Act is recorded, processed, summarized

and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is

accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

of the end of the period covered by this report, the Company made an evaluation of the effectiveness of the design and operation of the

disclosure controls and procedures over financial reporting for the timely alert to material information required to be included in the

Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the

time periods specified.

This evaluation resulted in the identification of significant deficiencies.

Based on the context in which the

individual deficiencies occurred, management has concluded that these significant deficiencies, in combination, represent a material

The Company’s CEO and CFO also concluded that updates to the disclosure controls and procedures should be made to improve

the effectiveness of the controls and procedures to provide reasonable assurance of the assurance of these objectives.

Securities and Exchange Commission (“SEC”) defines the term “disclosure controls and procedures” to mean a company’s

controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that

it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and

reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits

under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal

financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose

in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under

the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive

and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, the Company made an

evaluation of the effectiveness of the design and operation of the disclosure controls and procedures over financial reporting for the

timely alert to material information required to be included in the Company’s periodic SEC reports and of ensuring that such information

is recorded, processed, summarized and reported within the time periods specified.

This evaluation resulted in the conclusion that

the design and operation of the disclosure controls and procedures were effective as of December 31, 2022.

Control Over Financial Reporting

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use or disposition of the Company’s assets that could have a material effect on the financial statements.

including the CEO and CFO, does not expect that the Company’s disclosure controls and internal controls will prevent all error

including the CEO and CFO, does not expect that the Company’s disclosure controls, procedures and internal control over financial reporting will prevent all error

and all fraud.

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will succeed in achieving its stated goals under all potential future conditions.

the participation of the CEO and CFO, the Company’s management evaluated the effectiveness of the Company’s internal control

over financial reporting as of December 31, 2021 to ensure that information required to be disclosed by the Company in the reports

filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the SEC’s rules and forms, including to ensure that information required to be disclosed by the Company in the reports filed

or submitted by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s

principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions

regarding required disclosure.

Based on that evaluation, the Company’s CEO and CFO have concluded that significant deficiencies

exist over the Company’s internal control over financial reporting, as follows:

Appropriate segregation and assignment of duties between individuals

and third-party firms engaged to perform the regular accounting and finance functions of the Company need to be evaluated and improved

to assure that transactions occur timely and in a controlled manner.

The Company has also identified and is improving deficiencies in accounts

payable transaction and reconciliation processes, particularly as it relates to vendor invoices in other than the Company’s

functional currency.

Continuation of newly-implemented processes are expected to prove out the remediation of this deficiency in

future periods.

The Company has also identified improvements that need to be made relative to the timeliness of

submission, review and payment of management expense reports to reduce or remove the risk of misstatements in the Company’s

periodic financial statements.

Based on the context in which the individual deficiencies

occurred, management has concluded that these significant deficiencies do not represent a material weakness.

Mitigating these significant deficiencies, however,

is that, commencing in December of 2021, the Company has replaced certain accounting resources by engaging qualified finance

and accounting staff who are experienced in established and proven internal controls and accounting procedures with other

companies in the same industry.

As the work product of these qualified staff are reflected in Company transactions more fully

in 2022, management will be able to address these remaining significant deficiencies.

As part of the afore-mentioned engagement,

Management has engaged a third-party firm to assist in developing Disclosure Controls and Procedures and Internal Controls Over

Financial Reporting.

The Company intends to remedy these significant deficiencies dependent on having the financial resources available

to complete them.

report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over

financial reporting.

Management’s report is not subject to attestation by the Company’s registered public accounting firm.

With the participation of the CEO and CFO, the Company’s management

evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 to ensure that information

required to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms, including to ensure that information required

to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is accumulated and communicated

to the Company’s management, including the Company’s principal executive and principal financial officer, or persons performing

similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, the Company’s

CEO and CFO have concluded that the internal control over financial reporting was effective as of December 31, 2022.

in Disclosure Controls and Procedures and Internal Control Over Financial Reporting

has been no change in the Company’s disclosure controls and procedures and internal control over financial reporting, other than

the remediation of the material weakness described below that materially affected or was reasonably likely to materially affect the Company’s

disclosure controls and procedures and internal control over financial reporting.

of Previously Reported Material Weakness

previously disclosed in the Form 10-K for the year ended December 31, 2021, management had concluded there was a material weakness in

the Company’s disclosure controls and procedures and identified significant deficiencies in the Company’s internal control

over financial reporting.

actions were fully implemented and executed during the year ended December 31, 2022, which include:

Company replaced certain accounting resources with qualified finance and accounting staff

who are experienced in established and proven internal controls and accounting procedures

with other companies in the same industry.

Company engaged a third-party firm to assist in developing and implementing disclosure controls

and procedures and internal control policies and procedures over financial reporting.

● Appropriate

segregation and assignment of duties between individuals and third-party firms were implemented

to perform the regular accounting and finance functions of the Company to assure that transactions

occurred timely and in a controlled manner.

and controls were implemented over accounts payable transactions and account reconciliations,

including the timely submission, review and payment of management expense reports.

remediation actions were fully implemented and are reflected in the Company’s transactions in 2022;

and, as a result, the Company’s

management, with the participation of the CEO and CFO, have concluded that, as of December 31.

2022, the material weakness was remediated.

report does not include an attestation report of the Company’s registered public accounting firm regarding disclosure controls

and procedures and internal control over financial reporting.

Management’s report is not subject to attestation by the Company’s

registered public accounting firm.

OTHER INFORMATION

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December 31, 2022.

Directors are elected for a period of one year and thereafter serve until their successor is duly elected by

the stockholders and qualified.

Directors are elected for a period of one year and thereafter serve until their successor is duly elected by the stockholders

and qualified.

Officers and other employees serve at the will of the Board.

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demanding environments.

He is currently a Non-Executive Director of Trevali Mining Corporation and an advisor to companies facing complex

operational, political or ESG challenges.

Formerly the Chief Operating Officer of Barrick and the company’s Executive Envoy to

Tanzania, he has also served as Chief Executive Officer of the Afghan Gold and Minerals Company and as a Non-Executive Director of Gem

He is currently an advisor to companies facing complex operational, political or ESG challenges.

Chief Operating Officer of Barrick and the company’s Executive Envoy to Tanzania, he has also served as Chief Executive Officer

of the Afghan Gold and Minerals Company, Non-Executive Director of Trevali Mining Corporation and as a Non-Executive Director of Gem

Diamonds Limited.

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Wiens is an experienced mining executive with

over 17 years’ experience in corporate finance, financial planning & analysis (“FP&A”), treasury and investor

Wiens spent the last eight years with Americas-focused precious metals companies, including over six years at SSR Mining

where he was part of a team that transformed the company from a single asset silver producer with limited mine life to a diversified

long-life precious metals company, while meeting production and cost guidance seven years in a row.

As Director, Corporate Finance, he

led a number of functions including corporate finance, FP&A, treasury, investor relations, concentrate marketing and gold dore sales.

over 18 years’ experience in corporate finance, financial planning & analysis, treasury and investor relations.

the last eight years with Americas-focused precious metals companies, including over six years at SSR Mining Inc.

where he was part of

a team that transformed the company from a single asset silver producer with limited mine life to a diversified long-life precious metals

company, while meeting production and cost guidance seven years in a row.

As Director, Corporate Finance, he led a number of functions

including corporate finance, FP&A, treasury, investor relations, concentrate marketing and gold dore sales.

SSR Mining Inc.

completed a $5 billion merger with Alacer Gold Corp.

a $5 billion merger with Alacer Gold Corp.

in September 2020.

Prior to his corporate

roles, he was an investment banker at a number of financial institutions, including Deutsche Bank AG in London, United Kingdom.

earned his Bachelor of Commerce with a Finance specialization at the University of British Columbia in Canada, is a CFA® Charterholder,

and is completing the CPA designation.

Parsons is a Director of the Company.

Parsons has 30 years of investment industry experience, having served with numerous

Canadian financial institutions, including Nesbitt Thomson Bongard, RBC Dominion Securities, and National Bank Financial Services.

Parsons served on boards of Intertainment Media Inc., American Paramount Gold Corp.

and Yappn Corp.

He is the owner and founder of

Parsons Financial Consulting, a consulting company focused on the technology and mining sectors.

Parsons has an HBA degree from University

of Western Ontario.

Joseph is an American lawyer with extensive experience managing the commercial relationship between mining companies and environmental

She is currently Senior Vice President, General Counsel and Corporate Secretary for Nevada Copper Corp., having previously

been Associate General Counsel for Tahoe Resources Inc.

Prior to his corporate roles, he was an investment banker at a number of

financial institutions, including Deutsche Bank AG in London, United Kingdom.

Wiens earned his Bachelor of Commerce with a Finance

specialization at the University of British Columbia in Canada, is a CFA® Charterholder, and is completing the CPA designation.

Cruise is a professional geologist with over 27 years of international exploration, development and mining experience.

polymetallic commodity specialist with Anglo American plc, Dr Cruise founded and was Chief Executive Officer of Trevali Mining Corporation.

Under his leadership, from 2008-2019, the company grew from an initial discovery into a global zinc-lead-silver producer with operations

in the Americas and Africa.

He has previously served as Vice President Business Development and Exploration, COO and CEO for several

TSX, TSX-Venture and NYSE-Americas listed exploration and development Companies.

Mark has been an independent Director ofmultiple TSX-V;

TSX and NYSE-Americas listed Companies with market capitalizations ranging from tens of millions to in-excess of US$1 billion.

Cassandra Joseph is an American lawyer

with extensive experience managing the commercial relationship between mining companies and environmental regulators.

She is currently

VP General Counsel and Corporate Secretary, having previously been Senior Vice President, General Counsel and Corporate Secretary for

Nevada Copper Corp.

and Associate General Counsel for Tahoe Resources Inc.

until it was acquired by Pan American Silver Corp.

Before this, she

worked for the Attorney Generals of California and Nevada, as Deputy and Senior Deputy Attorney General, and as a partner in Watson Rounds

PLC (now Brownstein Hyatt Farber Schreck LLP).

Educated at Santa Clara University, and University of California at Berkeley, she was

called to the State Bar of California in 1999;

Before this, she worked for the Attorney Generals of California and Nevada, as Deputy and Senior Deputy Attorney General, and as a partner

in Watson Rounds PLC (now Brownstein Hyatt Farber Schreck LLP).

Educated at Santa Clara University, and University of California at Berkeley,

she was called to the State Bar of California in 1999;

the US Court of Appeals, Ninth Circuit in 2001;

State Bar of Nevada in 2005;

Supreme Court, US Court of Appeals and Federal Circuit in 2007.

the US Supreme Court, US Court of Appeals and Federal Circuit in 2007.

Hall currently serves as a Director.

He is a partner in Valuestone Advisory Limited and manager of Valuestone Global Resources

He is a partner in Valuestone Advisory Limited, manager of Valuestone Global Resources

Fund 1, a mining fund associated with Jiangxi Copper Corporation and China Construction Bank International.

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from Beijing University and Beijing Language Institute.

Pam Saxton is an experienced mining

company executive and Director.

She is currently on the Board and Audit Committee Chair of Timberline Resources Corporation and

serving on a North American Advisory Board for Damstra Technology – Damstra Holdings Limited and was previously a Board Member

for Aquila Resources Inc.

and a Board Member and Audit Committee Chair at Pershing Gold Corporation.

As an Executive, she has

served as CFO for Thompson Creek Metals Company and NewWest Gold Corporation, both in Colorado.

Having started her professional life

working as an auditor for Arthur Anderson LLP in Denver, her career has included senior finance appointments in the American Natural

Resources Industry including serving as VP Finance for Franco-Nevada Corporation’s U.S.

is an experienced mining company executive and Director.

She is currently on the Board of Timberline Resources Corporation and serves

as Audit Committee Chair and was previously a Board Member and Audit Committee Chair at Pershing Gold Corporation.

She also was on the

Board of Aquila Resources Inc.

and served on a North American Advisory Board for Damstra Technology – Damstra Holdings Limited.

As an Executive, she has served as CFO for Thompson Creek Metals Company and NewWest Gold Corporation, both in Colorado.

Having started

her professional life working as an auditor for Arthur Andersen in Denver, her career has included senior finance appointments in the

American Natural Resources Industry including serving as VP Finance for Franco-Nevada Corporation’s U.S.

is qualified to serve on the Board by virtue of her expertise in finance, accounting and auditing matters.

Relationships

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work related to the Company.

Principal Position

Awards (2) ($)

Non-qualified

David Wiens (2)

December 31, 2021

Chief Financial

December 31, 2020

June 30, 2020

Chief Financial Officer

John Ryan (5)

December 31, 2021

Executive Officer

December 31, 2020

June 30, 2020

Wayne Parsons (6)

December 31, 2021

Financial Officer

December 31, 2020

June 30, 2020

1,144,163 (9)

Former Chief Executive Officer

Richard Williams

December 31, 2021

December 31, 2020

June 30, 2020

2,288,325 (10)

December 31, 2021

Chief Executive

December 31, 2020

June 30, 2020

period ended December 31, 2020 refers to the six-month period ended December 31, 2020.

Executive Chairman

Chief Executive Officer

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

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to acquire a common share of the Company at C$0.60 per common share for a period of five years until February 16, 2026.

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

Parsons was the Company’s CFO from May 22, 2019 to December 31, 2020.

November 2022, 3,378,548 RSU’s were issued to officers of the Company.

These RSU’s are calculated using a share price

of C$.0155 on the applicable grant date and will vest in one third increments on March 31, 2023, March 31, 2024, and March 31, 2025.

Ash became the Company’s CEO on April 14, 2020.

share units (“RSUs”) granted to Mr.

Ryan are calculated using a share price of C$0.50 on the applicable grant date.

granted to Mr.

Ash are calculated using a share price of C$0.73 on the applicable grant date.

granted to Mr.

Parsons are calculated as follows:

2,500,000 * C$0.65 * 0.7041 (the foreign exchange rate as of date of grant).

granted to Mr.

Williams are calculated as follows:

5,000,000 * C$0.65 * 0.7041 (the foreign exchange rate as of date of grant)

of Plan Based Awards

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

These options have a 5-year life and

are exercisable at C$0.60 per Common Share.

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

Each stock option entitles the holder to acquire

one Common Share of the Company at an exercise price of C$0.55.

The stock options vest in one fourth increments upon each anniversary

of the grant date and expire in 5 years.

September 30, 2020, 200,000 stock options were issued to a consultant of the Company.

These options have a 3-year life and are exercisable

at C$0.60 per Common Share.

October 30, 2020, 235,000 stock options were issued to a consultant of the Company.

These options expire on December 31, 2022 and are

exercisable at C$0.50 per Common Share.

February 19, 2021, 1,037,977 stock options were issued to an officer of the Company, of which 273,271 stock options vested immediately

and the balance of 764,706 stock options vested on December 31, 2021.

These options have a 5-year life and are exercisable

at C$0.335 per Common Share.

February 19, 2021, 1,037,977 stock options were issued to an officer of the Company, of which 273,271 stock options vest immediately

and the balance of 764,706 stock options shall vest on December 31, 2021.

These options have a 5-year life and are exercisable at C$0.335

per Common Share.

November 17, 2022, 3,378,548 RSU’s were issued to officers of the Company.

These RSU’s will vest in one third increments

on March 31, 2023, March 31, 2024, and March 31, 2025.

Stock Options Awards At Fiscal Year End

following table provides a summary of equity awards outstanding at December 31, 2022, for each of the named executive officers.

Option Awards

Unexercisable

October 24, 2024

Wayne Parsons

October 24, 2024

April 20, 2025

Richard Williams

April 20, 2025

February 19, 2026

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

of December 31, 2022, Richard Williams held 2,500,000 vested DSU’s and 2,500,000 unvested DSU’s.

Incentive and Compensation Plans

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

Term Incentive Plan .

Long-term Incentive Plan .

The LTIP consists of DSUs, RSUs, PSUs, and Options which provide the Board with additional long-term incentive

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of a purchase, sale, reorganization, or other significant change in the business.

These benefits have a “double trigger”

meaning that an event of termination is also required in a change of control to trigger a severance payment.

the employment agreement of the senior officer is terminated by the (a) Company without just cause, or (b) senior officer for good reason

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conducting Investor Relations Activities (as defined in the Plan) in any twelve-month period.

March 25, 2020, the Board of the Company approved the adoption of the Company’s Restricted Stock Unit Incentive Plan (the “RSU

November 15, 2022, the Board of the Company approved the adoption of the Company’s Restricted Stock Unit Incentive Plan (the “RSU

Plan”) under which RSUs of the Company, whereby each RSU represents the right to receive one Common Share, have been reserved for

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

maximum number of Common Shares available for issuance under the RSU Plan shall be 7,249,278, subject to adjustment or increase of

such number pursuant to the terms of the RSU Plan.

maximum number of Common Shares available for issuance under the RSU Plan shall be 14,125,808, subject to adjustment or increase

of such number pursuant to the terms of the RSU Plan.

number of Common Shares to be issued under the RSU Plan shall not exceed 10% of the total number of the issued and outstanding Common

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following table provides a summary of compensation paid to directors during the year ended December 31, 2022.

Fees Earned or Paid in Cash

Incentive Plan

Wayne Parsons

Richard Williams

Cassandra Joseph

granted to each of Mses.

Saxton and Joseph are

calculated using a share price of C$0.485 on the applicable grant date.

Earned or Paid in Cash

granted to Mark Cruise are calculated using a share price of C$0.20 on the applicable grant date.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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following table gives information about the Company’s Equity Compensation Plan as of December 31, 2022:

Number of securities to be issued upon exercise of outstanding options, warrants

Weighted average exercise price of outstanding options, warrants

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

Plan category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

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

Weighted average grant date price of outstanding RSUs and DSUs

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

Plan category

of securities to be issued upon exercise of outstanding options, warrants

average exercise price of outstanding options, warrants

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

compensation plans approved by security holders

compensation plans not approved by security holders

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

average grant date price of outstanding RSUs and DSUs

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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exercise of independent judgment in carrying out the responsibilities of a director.

Saxton, Cassandra Joseph, and Dickson Hall are currently the only “independent” directors of the

Saxton, Cassandra Joseph, Mark Cruise and Dickson Hall are currently the only “independent” directors of the Company.

PRINCIPAL ACCOUNTING FEES AND SERVICES

September 2, 2014, the Company appointed the firm of MNP, LLP, Chartered Professional Accountants, as the Company’s independent

MNP, LLP, Chartered Professional Accountants, 50

Burnhamthorpe Road West, Mississauga, ON L5B 3C2, served as the Company’s independent registered public accounting firm for the

year ended December 31, 2021, the six months ended December 30, 2020 and year ended June 30, 2020, and is expected to serve in

that capacity for the ensuing year 2022.

Principal accounting fees for professional services rendered for the Company by MNP,

LLP for the year ended December 31, 2021, the six months ended December 31, 2020 and year ended June 30, 2020 are summarized in

the following table:

Six Months Ended

LLP, Chartered Professional Accountants, 50 Burnhamthorpe Road West, Mississauga, ON L5B 3C2, served as the Company’s independent

registered public accounting firm for the years ended December 31, 2022 and 2021, and is expected to serve in that capacity for the ensuing

Principal accounting fees for professional services rendered for the Company by MNP, LLP for the years ended December 31,

2022 and 2021 are summarized in the following table:

December 31, 2022

June 30, 2020

Audit related

The aggregate fees billed by MNP, LLP for assurance

and related services that were related to its review of the Company’s quarterly financial statements.

December 31, 2021

aggregate fees billed by MNP, LLP for assurance and related services that were related to its review of the Company’s quarterly

financial statements.

aggregate fees billed by MNP, LLP for tax compliance, advice and planning.

aggregate fees billed by MNP, LLP for all other professional services.

aggregate fees billed by MNP, LLP for all other professional services, including services associated with financing activities.

Committee’s Pre-approval Policies and Procedures

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exhibits required by this item are set forth on the Exhibit Index below.

of Incorporation (included as exhibit to Form S-1 filed with the Securities and Exchange Commission on April 1, 2008).

(included as exhibit to Form S-1 filed with the Securities and Exchange Commission on April 1, 2008).

of Amendment (included as exhibit to Form 8-K filed with the Securities and Exchange Commission on February 12, 2010).

Bylaws (included as exhibit to Form 8-K filed with the Securities and Exchange Commission on October 25, 2010).

and Restated Bylaws of Liberty Silver Corp., December 14, 2011 (included as exhibit to Form 8-K filed with the Securities and Exchange

Commission on December 14, 2011).

and Restated Articles of Incorporation of Liberty Silver Corp (included as exhibit to Form 8-K filed with the Securities and Exchange

Commission on December 28, 2012)

and Restated Bylaws of Liberty Silver Corp., dated December 21, 2012 (included as exhibit to Form 8-K filed with the Securities and

Exchange Commission on December 28, 2012)

of Amendment to Articles of Incorporation for Nevada Profit Corporations, effective September 29, 2017 (included as an exhibit to

the Form 8-K filed with the Securities and Exchange Commission on September 18, 2017).

Amended and Restated Articles of Incorporation of Liberty Silver Corp.

(incorporated by reference to Form 10-KT filed on April 1, 2021)

Amended and Restated Articles of Incorporation of Liberty Silver Corp.

(incorporated by reference to Form 10-KT filed on April 1, 2021)

Certificate of Change dated May 1, 2019 (incorporated by reference to Form 10-KT filed on April 1, 2021)

Certificate of Amendment dated September 11, 2020 (incorporated by reference to Form 10-KT filed on April 1, 2021)

Warrant Indenture dated as of August 14, 2020 (incorporated by reference to Form 10-KT filed on April 1, 2021)

Opinion regarding Legality (incorporated by reference to Form 10-KT filed on April 1, 2021)

Property Purchase Agreement corporation (included as exhibit to Form S-1 filed with the Securities and Exchange Commission on April

Earn-In Agreement dated March 29, 2010, by and between Liberty Silver Corp, a Nevada corporation, and AuEx Ventures, Inc., a Nevada

corporation (included as exhibit to Form S-1/A filed with the Securities and Exchange Commission on February 19, 2013).

Agreement Hi Ho Silver Mining Claims dated October 15, 2012 (included as exhibit to Form S-1/A filed with the Securities and Exchange

Commission on January 24, 2013).

Registration Rights Agreement dated October 15, 2012 (included as exhibit to Form 8-K filed with the Securities and Exchange Commission on October 16, 2012).

Memorandum of Exploration Earn-In Agreement, effective March 29, 2010 (included as exhibit to Form S-1/A filed with the Securities and Exchange Commission on January 24, 2013).

Letter Agreement re Assignment of Exploration Earn-In Agreement, effective July 1, 2010 (included as exhibit to Form S-1/A filed with the Securities and Exchange Commission on January 24, 2013).

Mining Lease with Option to Purchase, by and between Liberty Silver Corp.

and Placer Mining Corporation, dated August 17, 2017 (included as exhibits to Form 8-K filed with the Securities and Exchange Commission on August 23, 2017).

Standstill Agreement dated May 16, 2017 (included as an exhibit to Form 8-K filed with the Securities and Exchange Commission on May 25, 2017).

First Amendment to the Amended and Restated Loan Agreement and Notice, dated January 20, 2017 (included as exhibits to the Form 8-K filed with the Securities and Exchange Commission on January 24, 2017).

Settlement Agreement with EPA (incorporated by reference to Form 8-K dated January 3, 2022).

Purchase Agreement with respect to the Bunker Hill Mine (incorporated by reference to Form 8-K dated January 3, 2022).

Lease Amendment (incorporated by reference to Form 10-KT filed on April 1, 2021)

Clarification and Second Amendment to Lease (incorporated by reference to Form 10-KT filed on April 1, 2021)

Reinstatement and Amendment to Lease (incorporated by reference to Form 10-KT filed on April 1, 2021)

Fourth Amendment to Lease (incorporated by reference to Form 10-KT filed on April 1, 2021)

Notice of intention to extend the Lease (incorporated by reference to Form 10-KT filed on April 1, 2021)

Second Agreement to Extend Lease (incorporated by reference to Form 10-KT filed on April 1, 2021)

Notice of Lease Extension (incorporated by reference to Form 10-KT filed on April 1, 2021)

Form of Secured Convertible Note (incorporated by reference to the Form 8-K filed on February 3, 2022)

Secured Royalty Convertible Debenture (incorporated by reference to the Form 8-K filed on February 3, 2022)

List of Subsidiaries (incorporated by reference to Form 10-KT filed on April 1, 2021)

Certifications

pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302

of the Sarbanes-Oxley Act of 2002.*

Certifications

pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302

of the Sarbanes-Oxley Act of 2002.*

Certifications

pursuant to 18 U.S.C.

(incorporated by reference to Exhibits 3.8 and 3.9 to the Form S-1 filed on October 27, 2020)

Certificate of Change dated May 1, 2019 (incorporated by reference to Exhibit 3.10 to the Form S-1 filed on October 27, 2020)

Certificate of Amendment dated September 11, 2020 (incorporated by reference to Exhibit 3.11 to the Form S-1 filed on October 27, 2020)

Certificate of Amendment dated November 17, 2022 (incorporated by reference to Exhibit 3.4 to Amendment No.

1 to the Form S-1 filed on December 23, 2022)

Certificate of Correction dated December 6, 2022 (incorporated by reference to Exhibit 3.5 to Amendment No.

1 to the Form S-1 filed on December 23, 2022)

Amended and Restated Bylaws of Liberty Silver Corp., dated December 21, 2012.

(incorporated by reference to Exhibit 3.6 to the Form 8-K filed on December 28, 2012)

Warrant Indenture dated as of August 14, 2020 (incorporated by reference to Exhibit 4.1 to the Form S-1 filed on October 27, 2020)

Form of Warrant Certificate dated February 2021 (incorporated by reference to Exhibit 4.2 to Amendment No.

3 to the Form S-1 filed on January 25, 2023)

Underlying Warrant Indenture between the Company and Capital Transfer Agency dated April 1, 2022 (incorporated by reference to Exhibit 10.13 to the Form S-1 filed on May 2, 2022)

Settlement Agreement and Order on Consent for Response Action by Bunker Hill Mining Corp., effective May 15, 2018 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 21, 2018)

First Amendment to the Settlement Agreement with EPA (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 3, 2022)

Purchase Agreement with respect to the Bunker Hill Mine (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 3, 2022)

Form of Secured Convertible Note (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 4, 2022)

Secured Royalty Convertible Debenture (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on February 4, 2022)

Asset sale purchase agreement for the Pend Oreille process plant between Silver Valley Metals Corp.

(a subsidiary of the Company) and Teck Washington Incorporated (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 14, 2022)

Series 2 Convertible Debenture (incorporated by reference to Exhibit 10.5 to Amendment No.

1 to the Form S-1 filed on December 23, 2022)

Sprott Loan Facility (incorporated by reference to Exhibit 10.6 to Amendment No.

1 to the Form S-1 filed on December 23, 2022)

Second Omnibus Amendment (incorporated by reference to Exhibit 10.7 to Amendment No.

1 to the Form S-1 filed on December 23, 2022)

Agency Agreement, dated as of March 27, 2023, by and among Bunker Hill Mining Corp., Echelon Wealth Partners Inc., Roth Capital Partners, LLC and Laurentian Bank Securities Inc.

(incorporated by reference to Exhibit 1.1 to the Form 8-K filed on March 31, 2023)

Form of Subscription Agreement for Special Warrant Financing between Bunker Hill Mining Corp.

and each Purchaser (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 31, 2023)

Special Warrant Indenture, dated as of March 27, 2023, between Bunker Hill Mining Corp.

and Capital Transfer Agency ULC, as warrant agent (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on March 31, 2023)

Warrant Indenture, dated as of March 27, 2023, between Bunker Hill Mining Corp.

and Capital Transfer Agency ULC, as warrant agent (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on March 31, 2023)

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Form 10-KT filed on April 1, 2021)

Consent of Resource Development Associates Inc.

Consent of Robert H.

Consent of Peter Kondos

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certifications

pursuant to 18 U.S.C.

Certifications pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act

Technical Report and Preliminary Economic Assessment for Underground Milling and Concentration of Lead, Zinc and Silver at the Bunker Hill Mine, December 29, 2021 (incorporated by reference to Form 8-K dated January 3, 2022).

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

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act

S-K 1300 Technical Report Summary, Bunker Hill Mine Pre-Feasibility Study, Coeur d’Alene Mining District, Shoshone County, Idaho, USA

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

1 unchanged sentence

its behalf by the undersigned, thereunto duly authorized.

Sam Ash, Chief Executive Officer, Principal Executive Officer

Ash, Chief Executive Officer, Principal Executive Officer

Wiens, Chief Financial Officer and Corporate Secretary, Principal Financial Officer, Principal Accounting Officer

3 unchanged sentences

Financial Officer and Corporate Secretary, Principal Financial Officer, Principal Accounting Officer

March 31, 2022

Richard Williams

Chairman and Director

Wayne Parsons

Cassandra Joseph

1 unchanged sentence

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 9A. Controls and Procedures