What changed in this filing

/stocks — the workspaceLOADING

Item 2. Properties

2023-12-22 compared with 2020-12-04 · 383 added, 226 removed, 2 unchanged (100% of the section changed)

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

The 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 69% of the monthly lease amount.

The Bunker Hill Mine

The Bunker Hill Mine is one of the most storied base metal and silver mines in American history.

Initial discovery and development of the Bunker Hill 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 (Bunker Limited Partnership,1985).

Throughout the long history of the mine, there were over 40 different orebodies discovered and mined, primarily consisting of Zinc-Lead-Silver mineralization.

The Bunker Hill 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.

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

The Mine and Smelter Complex were closed in 1981 when Gulf Resources was not able to continue to comply with new regulatory structures brought on by the passage of environmental statutes and as then enforced by the Environmental Protection Agency (the “EPA”).

The Bunker Hill Lead Smelter, Electrolytic Zinc Plant and historic milling facilities were demolished about 25 years ago, and the area became part of the “National Priority List” for cleanup under EPA regulations, thereby pausing development of the Bunker Hill Mine for over 30 years.

The majority of the cleanup of the old smelter, zinc plant, and associated sites has now been completed and the Mine is now poised for further development and an eventual return to production.

The Company has been in contact with government officials who have expressed strong support and cooperation for the Company efforts to return the mine to being a productive mining asset.

The Bunker Hill lode in Northern Idaho was discovered on September 9, 1885 by prospectors who had journeyed to Idaho as part of a gold rush in the nearby Murray District.

Early development was completed by Jim Wardner, a local mine developer who constructed the first milling facility.

In 1887 Simeon G.

Reed purchased the claims and mill and incorporated the Bunker Hill and Sullivan Mining and Concentrating Company.

As the tonnage of ore in the mine increased, it became apparent that a mill of larger capacity was needed, and in 1891 a new mill of 400-ton capacity was built in the main valley below the confluence of Milo Creek with the South Fork of the Coeur d'Alene River.

To transport ore to this mill, an aerial tramway with a horizontal length of 10,000 feet was constructed from Milo Gulch.

This tramway served to transport all mine ore until the two-mile long Kellogg Tunnel was completed in 1902.

Two men stand out in the early history of the company.

They are Frederick W.

Bradley and Stanly A.

Bradley first became associated with the company as a young engineer in 1890.

In 1893 he was named general manager of the operation, and in 1897 he became the company's fourth president, a position he held until his death in 1933.

He brought to Kellogg another young California engineer, Stanly Easton, who became general manager in 1903 and succeeded Bradley as President.

Under the guidance of these two men the Bunker Hill Company grew from a small mining and concentrating venture to a large, integrated mining and smelting operation with a national presence.

On May 25, 1917, Bunker Hill and Sullivan joined with the Hecla Mining Company in forming the Sullivan Mining Company, which purchased and operated the Star mine near Mullan, Idaho, approximately 15 miles to the east.

The ore from the Star mine had a relatively high zinc content and necessitated the construction of an electrolytic zinc plant which was the first plant constructed of this type.

The technological process that was devised for the plant was recognized as a significant new development in the metallurgical field and made possible the widespread use of zinc in such applications as galvanizing.

From its early days and through two major world wars the Bunker Hill Company operated as an independent and well-known mining and smelting company and was listed on the New York Stock Exchange.

On June l, 1968, in one of the earliest leveraged buyouts, Bunker Hill became a wholly owned subsidiary of Gulf Resources & Chemical Corp.

Growing public concern with the environment in the 1970s compelled Bunker Hill to spend large sums on plant improvements in order to comply with newly enacted federal air and water pollution laws.

The Company also made major efforts to reclaim surrounding hillsides which had been denuded by the effects of decades of airborne smelter effluents and timbering for mining purposes.

Ultimately the costs of environmental compliance and the deep recession of 1981 with resulting declines in metal prices led to Gulf Resources' decision in August 1981 to close its Bunker Hill operations and put the company up for sale.

In 1982 the company was sold to the Bunker Limited Partnership (“BLP”) whose principal owners were Harry Magnuson, Duane Hagadone, Jack Kendrick and Simplot Development Company (the Simplot company dropped out of the partnership in 1987).

Although the new company ultimately reopened the mine, the lead and zinc smelting and refining operations remained closed.

As noted, the mine was briefly reopened from 1988 to 1990 by BLP.

This reopening resulted in a large effort being made to drill and define the zinc-rich Quill ore body and to expand and improve the ramp system for modern rubber-tired mining methods.

Although exceptional progress was made in defining new mineralization and in meeting other goals, the operations were underfunded and targeted production goals were not met.

Combined with low metal prices due to the recession of the early 1990s, BLP closed the mine in January, 1991 and shortly thereafter filed for bankruptcy.

On May 1, 1992, the Bunker Hill Mine was sold to Placer Mining Co., a Nevada corporation.

This sale was of the mine only, and Pintlar, Inc., a subsidiary of Gulf Resources & Chemical, remained responsible for the EPA Superfund cleanup of the smelter site.

The Company has signed a lease with option to purchase with Placer Mining on approximately the same land package and mine infrastructure that was transferred to Placer Mining approximately 25 years ago.

Geology and Mineralization

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

A number 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.

The District is underlain by members of the Precambrian Belt Super Group.

The metasedimentary rocks are predominantly fine-grained quartzite, siltites and argillites.

The District is structurally complex with multiple folding and faulting events being evident.

The WNW-trending Osburn fault runs through the district and has about 15 miles of right lateral displacement.

Mineralized zones in the district are generally parallel to sub-parallel to the Osburn fault.

Numerous mines, including the Bunker Hill, are located south of the Osburn fault and occupy the steeply dipping to overturned north limb of a WNW-trending fold.

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

Mine is one of the most well-known base metal and silver mines in American history.

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.

of lead and 1.35M lbs.

(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).

Smelter Complex were closed in 1981 when Gulf Resources was not able to continue to comply with new regulatory structures brought on

by the passage of environmental statutes and as then enforced by the EPA.

The Bunker Hill Lead Smelter, Electrolytic Zinc Plant and historic

milling facilities were demolished about 25 years ago, and the area became part of the “National Priority List” for cleanup

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

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.

Map of Bunker Hill Mine Land Ownership

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.

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.

Quality Assurance/Quality Control

BHMC internal controls were employed on the 5,067

samples collected during the data verification and drilling programs.

Various laboratories were used in the analytical process and the

results verified using industry accepted Quality Assurance and Quality Control procedures (QAQC).

QAQC procedures included the submission

of blanks and certified standard reference material with the submittal of samples.

Blanks were analyzed in order to verify the accuracy

of the sample preparation process.

Certified standard reference material results were evaluated in order to assess the accuracy of the

laboratory assaying procedure.

Additionally, preparation duplicates were submitted in order to assess the accuracy of sample collection

at the project site.

Any failures from expected results were addressed and explained before being used for mineral resource estimates.

Risks and uncertainties exist in the quantification of the spatial

distribution on mineralization.

These risks are inherent in estimation of mineral resources.

Samples themselves have uncertainty related

to sampling collection errors and the homogeneity of the deposit.

Wider spaced drilling has more uncertainty than closely spaced drilling.

Capping of high-grade outliers was used to ensure that the mineral content of the deposit was not over stated.

High grade outlier samples

will tend to overestimate the metal content of the mineral deposit.

The block model for the deposit was constructed using sufficient sized

blocks to account for mining dilution and uncertainties related to the actual physical distribution of mineralization.

Domains were utilized

to minimize the estimation of mineralization into rock units that do not host mineralization.

These underlying factors and risks were

considered in the final conclusion of the mineral resource estimate.

Resource Estimate

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 total Mineral Resource estimate for the Bunker Hill Mine is listed

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

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.

(9) The point of reference for mineral resources is in situ mineralization.

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)

Zinc grade (%)

Lead grade (%)

Silver grade (oz/t)

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)

($/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

The mineralization at Bunker Hill is hosted in localized, structurally controlled shear zones and strati-form zones of significant width.

The mineral bodies are grouped into three different types.

The 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).

The 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.

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

These 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).

Mine and Mill Operations

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

From 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.

Four major mining methods were historically employed in the Bunker Hill 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.

The 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.

A 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.

The fourth method is sublevel blasthole stoping.

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

Then 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.

From 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.

Blasthole stoping, cut and fill, and shrinkage stoping methods are likely to be employed in the restart of the Bunker Hill 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 Bunker Limited Partnership mine reopening.

Company 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 Bunker Hill ore was milled in the milling facility located approximately 2000 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.

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

An existing water treatment plant which was originally built by the Bunker Hill Company remains in operation and is operated by the United States Environmental Protection Agency (the “E.P.A.”) 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 Bunker Hill Mine has been treated by the E.P.A.

during the ownership of the mine by Placer Mining.

Index of Geologic and Mining Terms

A variety of transparent or translucent orthoclase.

Air-fall tuffs

Ash exploded out of a volcano, which falls through the air and settles in beds, called tuffs when consolidated.

Loose, unconsolidated (not cemented together into a solid rock) soil or sediments

Igneous rock in which the grain or crystalline structure is too fine to be seen by the unaided eye

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

Argillization

The replacement or alteration of feldspars to form clay minerals.

The most prevalent mineral containing the element arsenic.

A 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.

The current and most recent geological era and covers the period from 65.5 million years ago to the present

A major ore mineral containing copper, iron, and sulfur.

A geologic period from 145 to 65 million years ago.

Pertaining to, or like a delta.

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

A roughly circular mound-shaped protrusion resulting from the slow extrusion of viscous lava from a volcano.

Formed at the surface of the earth by consolidation of fragments of preexisting rocks.

A complex sulfosalt mineral of silver, copper, iron, antimony, arsenic, and sulfur.

The natural mineral form of lead sulfide.

A visibly crystalline plutonic rock composed chiefly of sodic plagioclase, alkali feldspar, quartz, and subordinate dark-colored minerals.

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

The geologic period that extends from about 200 to 145 million years ago.

Of or relating to lakes.

Metal Sulfides

A group of minerals containing both metals and sulfur.

A geologic era that extends from 251 to 65 million years ago

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

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

The act or process of mineralizing.

A geological epoch that extends from about 23.8 to 5.3 million years ago.

Nevadan Orogeny

A major mountain building event that took place along the western edge of ancient North America between the mid to late Jurassic.

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

A variety of feldspar, essentially potassium aluminum silicate, which forms igneous rock.

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

A type of foliated metamorphic rock primarily composed of quartz, muscovite mica, and chlorite

The geologic epoch that extends from about 5.3 million to 1.8 million years ago.

A variety of igneous rock consisting of large-grained crystals suspended in a fine grained matrix

A sulfosalt mineral consisting of silver, arsenic, and sulfur.

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

Commonly known as “Fools Gold”

An unusual iron sulfide mineral with a variable iron content.

A hard metamorphic rock which was originally sandstone

A fine-grained volcanic rock, similar to granite in composition

Sercitization

A hydrothermal or metamorphic process involving the introduction of, alteration to, or replacement by white, fine-grained potassium mica.

Silicification

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

A tabular sheet intrusion that has intruded between older layers of sedimentary rock, beds of volcanic lava or tuff.

A mineral containing zinc and sulfur.

A mineral containing copper, iron, tin, and sulfur.

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

A sulfosalt mineral containing copper, antimony, and sulfur.

A geologic period that extends from about 251 to 200 million years ago.

A rock formed from magma erupted from a volcano.

Volcaniclastic

Volcanic material which been transported and reworked through mechanical action, such as by wind or water.

Rock composed of compacted volcanic ejected materials.

Completed Work and Future Plan of Operations

The Company has undertaken a due diligence program to assure itself of the viability of a restart of the Bunker Hill Mine.

This necessitated an extensive review of the records that were present primarily at the Bunker Hill Mine offices.

At those offices there are tens of thousands of pages of reports and records which detail the operations of the mine from its earliest days to the time of the shutdown in 1991 by BLP.

In addition to reports, there are several thousand historical maps of all scales and sizes as well as historical mineral diagrams which detail the mineral bodies that remained in the mine at the time of closure in January, 1991.

These reports are not compliant with Canada National Instrument 43-101 and cannot be used for the purposes of establishing reserves pursuant to that standard.

The Company has satisfied itself that there is a large amount of remaining zinc/lead/silver mineralization in numerous zones within the Bunker Hill Mine.

The Company is now developing a plan to bring a number of these zones into N.I.

43-101 compliance through new sampling and drilling programs.

The Company has identified several zones as having highest priority.

The Company has prioritized zones capable of providing production in the near term, these being the UTZ Zone, the Newgard Zone and the Quill Zone.

These three mineral zones will be the first to be N.I.

43-101 verified and will provide the majority of the early feed upon mine start-up.

The Bunker Hill Mine main level is termed the nine level and is the largest level in the mine and 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.

1 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 men, materials and muck hoisting for development in the northwest part of the mine.

The 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.

The 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.

Each level is approximately 200 feet vertically apart.

The southeastern 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.

The Company has already 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.

The Company has inspected a great deal of the ramp system between the eight level and the four level, and the ramps are in good shape with only minor repair and rehabilitation needed.

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.

The Kellogg Tunnel will be used as a tracked rail haulage tunnel for supply of men and materials into the mine and for haulage of mined material out of the mine.

Historically the Kellogg Tunnel (or “KT” for short) was used in this manner when the mine was producing upwards of 3000 tons per day of mined material.

The Company has inspected the KT 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 KT at normal to oblique angles and create unstable ground.

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

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 KT work is still in process at the time of the date of this report, but the time estimate for these repairs is approximately eighteen months.

It is anticipated that earliest production will come from the upper levels of the mine where company personnel have observed mining faces of mineralized material that are readily mineable, as they were left behind by past operators in a more or less fully developed state.

The Company anticipates constructing its own milling facility near the mouth of the Kellogg Tunnel.

Initially the mill capacity will be 1500 tons per day, and the mill will be designed for ready expansion when needed.

The Company has identified multiple tailings disposal sites to the west-northwest of where the mill will be located.

As noted above, the EPA for several decades has provided mine water treatment services for the Bunker Hill Mine.

When the Company begins its lease of the mine, it is planned that the EPA will be providing water treatment services under contract with the Company and such services will continue for at least five years or more.

Although no firm agreement has yet been reached, recent discussions with the EPA also indicate that overflows from the mill or decant from the tailings facilities could also be treated at the water treatment plant under the same treatment contract.

If all of the mine water, mill outflows, and tailings discharges can be treated by the EPA treatment plant as currently contemplated, the Company will be initially relieved of the need to obtain a water discharge permit.

Upon initiating mine production from the UTZ, Newgard, and Quill zones at rates of approximately 1500 tons per day, the Company would anticipate mining approximately 540,000 tons per year of material.

The three aforementioned zones are believed to have sufficient mineral to supply the Company mining needs for approximately 8 years.

Once the repairs are completed to the Kellogg Tunnel, mineralized material haulage will be able to immediately occur out of this tunnel, which will enhance the production capabilities of the mine by several magnitudes.

Some mineralized material will continue to be transported by rubber-tired equipment directly out the Russel Tunnel, but the majority of mineralized material will be dropped down existing internal passes and be hauled out of the KT on rail.

By this time in the restart program the Company would expect to be in production at around 1500 tons per day, which is approximately the planned mill capacity.

If all items proceed as planned, the Company believes a steady state production of 1500 tons per day is achievable in approximately 36 months from the time of takeover of operations.

Additionally, once the KT repairs are completed, work on the repairs of the shafts and hoists can proceed with greater speed and the lower levels of the mine can be dewatered.

The shaft work and pumping should commence at about year two of mine operations.

Numerous other past-producing mineral bodies will begin to be revealed as the water levels are lowered and the mine is drained to the fullest.

Some of these mineral bodies are lead-silver rich zones such as the Emery, Shea, Veral and the “J”, while others will add more material containing zinc such as the Tallon, Rosco, or Tony, while still others are best described as polymetallic such as the New Landers or the Francis.

The Company geologists and engineering personnel have studied the past records thoroughly and conclude that very good exploration and discovery potential exists at depth on downward rakes of known structures.

Strata-bound zones such as the Newgard, Quill and Tallon await drilling to the west, while both the southeast and northwest limits of the main original Bunker Hill structure, in the heart of the Cate/Dull fault system, still remain viable as targets for future discovery of new mineral bodies or extensions of past mined structures.

Technical Report

On September 6, 2018, the Company filed on SEDAR a National Instrument 43-101 (“NI 43-101”) technical report on its Bunker Hill property.

The technical report included:

A 10-12 million ton Exploration Target comprised of the Quill/Newgard zones.

For comparison purposes, the historical resource estimate for the whole Bunker Hill property is 9.1 million tons grading 5.08% Zn, 2.35% Pb and 40 g/t Ag (or 1.29 ounces per ton);

Results of Independent Sampling showing grades for the Quill/Newgard zones (Levels 9 & 10) averaging 20% Zn, 14%

Pb and 247 g/t Ag (or 7.90 ounces per ton), which exceed average historic grades;

a Plan for a US$7.7 million Exploration Program to upgrade the historic resources to a NI 43-101 Indicated Resource.

Additionally, as noted, the Company currently has in its possession, and has had access to, numerous historical technical reports that were completed in the past by highly qualified parties.

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.

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

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

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/A

Item 2. Properties