What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-12-22 compared with 2020-12-04 · 265 added, 98 removed, 3 unchanged (99% of the section changed)

The Corporation

Bunker Hill Mining Corp.

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

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

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

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

Carson Street, Suite 212, Carson City Nevada 89701, and its head office is located at 401 Bay Street, Suite 2702, Toronto, Ontario, Canada, M5H 2Y4, and its telephone number is 416-477-7771.

Current Operations

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

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

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

On October 2, 2018, the Company announced that it was in default of its Lease with Option to Purchase Agreement with Placer Mining.

The default arose as a result of missed lease and operating cost payments, totaling $400,000, which were due at the end of September and on October 1, 2018.

As per the Agreement, the Company had 15 days, from the date notice of default was provided (September 28, 2018), to remediate the default by making the outstanding payment.

While Management worked with urgency to resolve this matter, Management was ultimately unsuccessful in remedying the default, resulting in the lease being terminated.

On November 13, 2018, the Company announced that it was successful in renewing the lease.

The 24-month lease continues until October 31, 2019.

The lease period can be extended by a further 12 months at the Company’s discretion.

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

A monthly amount of $140,000 is deferred and becomes payable if the Company exercises its purchase option, making the deferred amount payable.

The Company is accruing for these payments and includes them in accounts payable.

The Company has an option to purchase the Bunker Hill Mine assets (“the Bunker Assets”) at any time before the end of the lease and any extension for a purchase price of $25 million with purchase payments to be made over a ten-year period.

Under terms of the agreement, there is a 3% net smelter return royalty (“NSR”) on sales during the Lease and a 1.5% NSR on the sales after the purchase option is exercised, which post-acquisition NSR is capped at $60 million.

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

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

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

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

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

The Company also has received invoices from the EPA for water treatment charges for the periods from December 2017 to October 2019.

This was for a total of $3,269,388, with $1,209,530 additional accruals required as at June 30, 2019.

The Company is having discussions with the EPA to review and, where appropriate, have the additional water treatment charges amended.

The unpaid EPA balance is subject to interest at the rate specified for interest on investments of the EPA Hazardous Substance Superfund.

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

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

The Bunker Hill Mine was the largest producing mine in the Coeur d'Alene zinc, lead and silver mining district in northern Idaho.

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

The Company believes that there are numerous targets of opportunity left in the mine from top to bottom, and particularly on a strike to the west where more recent past drilling has resulted in major discoveries such as the Quill body of mineralized material.

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

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

When back in production, the Company will mill mineralized material on-site or at a local third-party mill and plans to produce concentrates to be shipped to third party smelters for processing.

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

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

in Idaho, USA.

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

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

The Bunker Hill Mine is located within Operable

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

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

assumed leadership of the Company.

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

the rehabilitation and development of the Mine.

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

Streaming & Royalty Corp.

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

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

restart of the Mine.

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

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

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

Key milestones

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

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

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

Bunker Hill Mine.

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

exploration activities at the Mine.

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

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

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

and Purchase of the Bunker Hill Mine

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

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

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

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

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

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

with $5,700,000 payable in cash (with an aggregate of $300,000 to be credited toward the purchase price of the Mine as having been previously

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

The Company agreed to make

an advance payment of $2,000,000, credited toward the purchase price of the Mine, which had the effect of decreasing the remaining amount

payable to purchase the Mine to an aggregate of $3,400,000 payable in cash and $2,000,000 in Common Shares of the Company.

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

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

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

with the EPA in 2018.

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

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

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

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

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

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

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

2018 Settlement Agreement & 2021 Amended Settlement Agreement

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

This agreement limits the Company’s

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

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

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

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

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

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

In December 2021, in conjunction with its intention

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

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

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

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

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

an increase of $8,000,000.

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

which was made.

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

plus accrued interest

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

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

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

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

to be paid in 2024 through 2029 as outlined above.

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

financial assurance.

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

If the Company

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

be reinstated.

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

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

letter of credit were secured and provided to the EPA.

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

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

Once the financial assurance was put into place, the restructuring

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

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

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

letter of credit, in two stages.

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

obtained through an insurance company.

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

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

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

The new payment bond is scheduled to increase

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

Finance Package with Sprott Private Resource Streaming & Royalty Corp.

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

Resource Streaming and Royalty Corp.

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

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

The term sheet consisted

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

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

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

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

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

As a result, total potential

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

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

The RCD bears interest at an annual rate of 9.0%, payable in cash or Common Shares

at the Company’s option, until such time that SRSR elects to convert a royalty, with such conversion option expiring at the earlier

of advancement of the Stream or July 7, 2023 (subsequently amended as described below).

In the event of conversion, the RCD will cease

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

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

“SRSR Royalty”).

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

The RCD was initially secured by a share pledge

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

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

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

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

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

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

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

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

The CD1 bears interest

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

as described below).

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

Until the closing of the Stream, the

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

amended, as described below).

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

The Company may

elect to repay the CD1 early;

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

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

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

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

The Company determined

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

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

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

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

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

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

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

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

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

The Bridge Loan, which

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

with respect to the RCD, CD1, and CD2.

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

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

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

would increase by 5% relative to amounts previously announced.

minimum of $27,000,000 and a maximum of $37,000,000 (the “Stream Amount”) will be made available under the Stream, at the

Company’s option, once the conditions of availability of the Stream have been satisfied including confirmation of full project

funding by an independent engineer appointed by SRSR.

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

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

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

Loan, as described above).

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

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

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

The delivery price of streamed metals

will be 20% of the applicable spot price.

The Company may buy back 50% of the Stream Amount at a 1.40x multiple of the Stream Amount

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

anniversary of the date of funding.

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

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

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

for the Bunker Hill Mine and certain other conditions precedent.

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

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

January 25, 2022, the Company announced that it had entered into a non-binding Memorandum of Understanding (“MOU”) with Teck

Resources Limited (“Teck”) for the purchase of a comprehensive package of equipment and parts inventory from its Pend Oreille

site (the “Process Plant”) in eastern Washington State, approximately 145 miles from the Bunker Hill Mine by road.

comprises substantially all processing equipment of value located at the site, including complete crushing, grinding and flotation circuits

suitable for a planned ~1,500 ton-per-day operation at Bunker Hill, and total inventory of nearly 10,000 components and parts for mill,

assay lab, conveyer, field instruments, and electrical spares.

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

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

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

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

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

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

(the “Teck Warrants”).

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

Share for a period of three years.

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

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

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

The first two payments were made as follows:

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

on October 13, 2022, as a refundable deposit

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

Mine is a zinc-lead-silver Mine.

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

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

Infrastructure

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

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

Government Regulation and Approval

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

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

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

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

Reclamation and Closure Plan

Water Discharge Permit

Air Quality Operating Permit

Industrial Artificial (tailings) pond permit

Obtaining Water Rights for Operations

Property Description

The Company’s agreement with Placer Mining Corporation includes mineral rights to 434 patented mining claims covering 5769.467 acres of those 35 include surface ownership over approximately 259.1 acres.

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

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

The agreement specifically excludes the following:

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

unmilled ore on deck and residual lead/zinc ore mined and broken, but not removed from the Bunker Hill Mine;

the historic Caledonia Mine;

the Crystal Vug;

and the Silver Ridge exploration property.

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

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

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

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

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

by Warranty Deed in 1992.

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

Trustee and U.S.

Bankruptcy Court.

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

is owned by different landowners.

These include:

Stimpson Lumber Co.;

Riley Creek Lumber Co.;

C & E Tree Farms;

and Northern Lands LLC.

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

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

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

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

If the Company is able to purchase the EPA’s water treatment plant the water discharge permit comes along with the water treatment plant.

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

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

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

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

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

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

Reports to Security Holders

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

The reports will be filed electronically.

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

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

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

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

underground at the Bunker Hill Mine Complex.

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

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

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

Regulation and Approval

and development activities, and any future mining operations, are subject to extensive laws and regulations governing the protection

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

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

Future changes in applicable

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

financial condition or results of operations.

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

and Closure Plan

Discharge Permit

Quality Operating Permit

Artificial (tailings) pond permit

Water Rights for Operations

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

manner or at all.

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

in Item 2 below.

Company has mineral rights to approximately 440 patented mining claims covering over 5700 acres.

Of these claims, 35 include surface

ownership of approximately 259 acres.

It also has certain parcels of fee property which include mineral and surface rights but not patented

mining claims.

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

East, Boise Meridian, Shoshone County, Idaho.

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

Other permits

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

The water discharge is being

handled by the EPA at the existing CTP.

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

appropriate discharge permit.

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

in Item 2 below.

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

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

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

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

and development properties.

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

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

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

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

metals in the world market.

Company has ten employees.

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

to Security Holders

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

will be filed electronically.

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

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

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

the SEC at 1-800-SEC-0330.

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

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

Not Applicable.

UNRESOLVED STAFF COMMENTS

Not Applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 1. Business