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Item 9A. Controls and Procedures

2023-12-22 compared with 2020-12-04 · 543 added, 301 removed, 24 unchanged (97% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Securities and Exchange Commission 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 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’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 Securities Exchange Act of 1934 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 Securities Exchange Act of 1934 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, and the restatement of previously filed financial statements, 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 that led to the restatement of its previously filed financial statements.

Based on the context in which the individual deficiencies occurred and the resulting restatement of its previously filed financial statements, management has concluded that these significant deficiencies, in combination, represent a material weakness.

The Company’s Chief Executive Officer and Chief Financial Officer 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.

Internal Control Over Financial Reporting

The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K.

The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America.

The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

A company's internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements.

Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Controls and Procedures

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

management of the Company is responsible for the preparation of the financial statements and related financial information appearing

in this report.

The financial statements and notes have been prepared in conformity with accounting principles generally accepted in

the United States of America.

The management of the Company also is responsible for establishing and maintaining adequate internal control

over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

A company’s internal control over

financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s

internal control over financial reporting includes those policies and procedures that:

i) pertain to the maintenance of records that

in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

ii) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management

and directors of the Company;

and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

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, procedures and internal control over financial reporting will prevent all error

and all fraud.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable,

not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements.

Further, over

time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must

be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide

absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations

include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented if there exists in an individual a desire to do so.

There can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions.

With the participation of the Chief Executive Officer and Chief Financial Officer, the Company’s management evaluated the effectiveness of the Company's internal control over financial reporting as of June 30, 2019 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 Securities Exchange Commission’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 Chief Executive Officer and Chief Financial Officer have concluded that significant deficiencies exist over the Company’s internal control over financial reporting that led to the restatement of its previously filed financial statements, as follows:

The Company does not have an ideal amount of segregation of duties within accounting functions, which is a basic internal control.

Due to the Company’s size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions are performed by separate individuals.

Based on the current magnitude of the Company’s operations, it is impractical to employ sufficient staff to fully address the separation of duties issue.

As the Company’s business plan is implemented and additional staff is added, including a new Chief Financial Officer, management will be able to address this identified weakness.

On December 1, 2017, a Consent Decree with the Company and the United States Environmental Protection Agency (“EPA”) was put in place.

From December 1, 2017, the Company is to pay EPA semi-annual payments for the treatment of water discharged from the Bunker Hill Mine.

In addition, annually, EPA is to send written notification to Bunker to reconcile costs paid with actual costs incurred.

As part of this reconciliation process, the Consent Decree has dispute resolution procedures.

As a result of these dispute resolution procedures, both parties have the right to reconcile and dispute the calculation of the actual costs incurred and can informally resolve any disagreements.

The Company received the annual invoices from the EPA for the period from December 1, 2017 to December 31, 2019 and having requested and subsequently received supporting detail from the EPA began, in late September 2020, the process of reconciling and reviewing these complete invoices.

Following this examination, the Company, supported by its technical advisors, is to start a formal process to dispute these invoices.

The Company’s current management team is the first to receive a complete invoice from the EPA and will be the first to start the process of dispute and cost recovery.

However, the Company did not address accounting for these invoices in a timely manner.

As a result, in November 2020, it was determined that the Company had under accrued for invoices issued by the EPA for excess water treatment costs relating to years ended June 30, 2018, 2019 and 2020 and interest payable on the outstanding EPA balance, which resulted in an understatement of liabilities for 2018 and 2019, an understatement of opening deficit for 2019 and closing deficit for 2018 and 2019, and an understatement of exploration expenses and net losses for 2018 and 2019.

Mitigating these significant deficiencies, however, is that, commencing in 2020, the Company has a new management team and new members of the Board of Directors, including a new Chair of the Audit Committee, which are focused on transitioning the Company to a new management approach, modern thinking, new systems and practices, modern approaches to engagement and a system of internal controls and procedures.

Management’s daily involvement in the business provides it with more than adequate knowledge to identify the areas of financial reporting risks and related controls.

In addition, the procedures followed are integrated within the daily responsibilities of the Company’s employees, allowing management to rely on their own intimate knowledge and supervision of controls.

As the Company’s business plan is implemented and additional staff is added, including a new Chief Financial Officer, management will be able to address these significant deficiencies.

Management also plans to engage 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.

This annual 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.

There can be no assurance that any design

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

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.

Management conducted an evaluation of the effectiveness of internal

control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by

the Committee of Sponsoring Organizations of the Treadway Commission.

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

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the directors, executive officers, their ages, and all offices and positions held within the Company as of June 30, 2019.

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 of directors.

Position with the Company

January 5, 2018

Director and CEO

October 6, 2016

Wayne Parsons

Director and CFO

November 9, 2018

July 19, 2019

Biographical Information

Dickson Hall .

and Executive Officers

following table sets forth the directors, executive officers, their ages, and all offices and positions held within the Company as of

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.

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

Held with the Company

First Elected or Appointed

CEO and Director

Chairman and Director

and Corporate Secretary

Ash was a Partner from 2015 at Barrick Gold Corp.

(“Barrick”) and held various roles over the nine years employed

This includes three years as General Manager of the Lumwana Copper Mine in Zambia, Technical Support Manager to Barrick’s

Copper Business Unit, General Support Manager on the Cortez Mine in Nevada and Chief Engineer leading the roll-out of new Underground

Mining standards in the USA and Tanzania.

Prior to his time at Barrick, Mr.

Ash served as Manager of New Operations for Veris Gold Corp.

(formerly, Yukon-Nevada Gold Corp.) primarily on the Jerritt Canyon Mine in Nevada, and also as an Underground Mine Supervisor with Drummond

Company, Inc.

He has recently completed his Masters’ Degree in Leadership and Strategy at the London Business School and has a

BS in Mining Engineering from the University of Missouri Rolla.

Williams is an executive with an established track-record of transformational leadership within the mining industry and other

demanding environments.

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.

Prior to his commercial mining experience, Mr.

Williams served as the Commanding Officer of the British Army’s

Special Forces Regiment, the SAS.

He holds an MBA from Cranfield University, a BSc in Economics from University College London and an

MA in Security Studies from Kings College London.

Wiens is the Company’s Chief Financial Officer and Corporate Secretary.

Wiens is an experienced mining executive with

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.

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.

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;

the US Court of Appeals, Ninth Circuit in 2001;

State Bar of Nevada in 2005;

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

Hall currently serves as a Director.

Dickson Hall 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.

Hall has more than 40 years’ experience in the resource field, much of it in Asia.

From 2005 to 2016 he directed corporate development efforts in Asia for Hunter Dickinson Inc.

raising capital, establishing strategic partnerships and broadening the Asian shareholder base for HDI public companies.

He was Senior Vice President of Continental Minerals Corporation which developed the Xietongmen copper-gold project in Tibet, China before selling to China’s Jinchuan Group in 2011 for $446 million.

Hall is also a director and Investment Committee member of Can-China Global Resources Fund, an energy and mining fund backed by the Export-Import Bank of China.

He is or has been a director of various resource and non-resource companies.

Hall is a graduate of the University of British Columbia (BA, MA) and has diplomas from Beijing University and Beijing Language Institute.

John Ryan is a Director and Interim CEO of the Company.

Ryan has been an active entrepreneur in the resources sector for over twenty years.

He has extensive experience in the natural resource sector having served as an officer and/or director of companies such as Cadence Resources, High Plains Uranium, U.S.

Silver Corporation (now Americas Silver Corporation), and Western Goldfields, Inc.

Ryan has extensive executive experience, and provides the Board of Directors with valuable insights regarding mining operations as well as public company expertise.

Ryan obtained a B.S.

in Mining Engineering from the University of Idaho in 1985 and a Juris Doctor from Boston College in 1992.

Hugh Aird is a highly respected investment banker with a 35-year career that included more than 150 completed debt and equity financings and several merger and acquisition assignments with some of Canada’s top investment firms.

After attending Harvard University, Mr.

Aird went on to work as vice-president of Dominion Securities from 1978 to 1985.

Subsequently Mr.

Aird founded and served as CEO of Great Lakes Capital Markets before becoming Chairman of Trilon Financial Corp.

Aird served as Vice-Chairman of Midland Walwyn (later Merrill Lynch Canada) from 1995 to 2000, after which he left to take over as President and CEO of Berenson Minella (Canada) in 2001.Mr.

Aird also held several public and private board positions from 1990 to the present day, including among others Trilon Financial, Royal LePage Real Estate, Edelman Canada, Delta 9 Cannabis Inc., Envoy Capital Group Inc., Invesprint Corporation, and currently acts as Chair at Balnagowan Investments Canada.

Family Relationships

There are no family relationships between any of the current directors or officers of the Company.

Involvement in Certain Legal Proceedings

Neither the Company nor its property is the subject of any other pending legal proceedings, and no other such proceeding is known to be contemplated by any governmental authority.

The Company is not aware of any other legal proceedings in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of the Company’s voting securities, or any associate of any such director, officer, affiliate or security holder of the Company, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

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.

Hall has more than 40

years’ experience in the resource field, much of it in Asia.

From 2005 to 2016 he directed corporate development efforts in Asia

for Hunter Dickinson Inc.

(HDI) raising capital, establishing strategic partnerships and broadening the Asian shareholder base for HDI

public companies.

He was Senior Vice President of Continental Minerals Corporation which developed the Xietongmen copper-gold project

in Tibet, China before selling to China’s Jinchuan Group in 2011 for $446 million.

Hall is also a director and Investment Committee

member of Can-China Global Resources Fund, an energy and mining fund backed by the Export-Import Bank of China.

He is or has been a director

of various resource and non-resource companies.

Hall is a graduate of the University of British Columbia (BA, MA) and has diplomas

from Beijing University and Beijing Language Institute.

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

are no family relationships between any of the current directors or officers of the Company.

in Certain Legal Proceedings

the Company nor its property is the subject of any other pending legal proceedings, and no other such proceeding is known to be contemplated

by any governmental authority.

The Company is not aware of any other legal proceedings in which any director, officer or affiliate of

the Company, any owner of record or beneficially of more than 5% of any class of the Company’s voting securities, or any associate

of any such director, officer, affiliate or security holder of the Company, is a party adverse to the Company or any of its subsidiaries

or has a material interest adverse to the Company or any of its subsidiaries.

Directorships

None of the Company’s executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Securities exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Code of Ethics

The Company’s board of directors has adopted a code of ethics that will apply to its principal executive officer, principal financial officer and principal accounting officer or controller and to persons performing similar functions.

The code of ethics is designed to deter wrongdoing and to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure, compliance with applicable laws, rules and regulations, prompt internal reporting of violations of the code and accountability for adherence to the code.

The Company will provide a copy of its code of ethics, without charge, to any person upon receipt of written request for such, delivered to our corporate headquarters.

of the Company’s executive officers or directors is a director of any company with a class of equity securities registered pursuant

to Section 12 of the Exchange Act or subject to the requirements of the Exchange Act or any company registered as an investment company

under the Investment Company Act of 1940.

Company’s Board has adopted a code of ethics that will apply to its principal executive officer, principal financial officer and

principal accounting officer or controller and to persons performing similar functions.

The code of ethics is designed to deter wrongdoing

and to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure, compliance with applicable laws,

rules and regulations, prompt internal reporting of violations of the code and accountability for adherence to the code.

will provide a copy of its code of ethics, without charge, to any person upon receipt of written request for such, delivered to our corporate

headquarters.

All such requests should be sent care of Bunker Hill Mining Corp., Attn:

Corporate Secretary, 401 Bay Street, Suite 2702, Toronto, Ontario, Canada, M5H 2Y4.

Corporate Secretary, 82 Richmond Street East,

Toronto, Ontario, Canada, M5C 1P1.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company’s principal executive officer , chief financial officer and all other executive officers ;

the information contained below represents compensation paid, distributed or accrued to the Company’s officers for their work related to the Company.

Principal Position

Compensation Table

following table sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and

bonus amounts, rendered in all capacities by the Company’s principal executive officer, chief financial officer and all other executive

the information contained below represents compensation paid, distributed or accrued to the Company’s officers for their

work related to the Company.

Non-qualified

Manish Kshatriya (2) (3)

Howard Crosby (4)

Bruce Reid (5)

Julio DiGirolamo (6)

Dan Hrushewsky (7)

Wayne Parsons

(1) Option awards reflect the aggregate grant date fair value computed using the Black-Scholes model;

for a discussion please refer to Note 6 in the Notes to the Financial Statements herein.

(2) Manish Kshatriya was the Company’s CEO and CFO to October 6, 2016.

He received a salary of $26,500 for the months of July and August 2016.

From November 2016 to May 2017 Mr.

Kshatriya provided consulting services to the Company, though not officially CFO any longer, for which he was paid $87,500.

Included in other compensation was a $100,000 settlement payment (see note 4 below) as well as $18,750 related to an option exercise paid on his behalf by Mr.

(3) Due to the lack of financial resources available to the Company, the base salary, and any associated benefits have been accrued but not paid since January 1, 2016.

As at June 30, 2016, the unpaid base salary obligation is $75,000, and effective the date of filing of this Form 10-K, the unpaid salary obligation has increased to approximately $112,500.

This was settled on March 31, 2017 by paying Mr.

Kshatriya $100,000 included above in other compensation.

(4) Howard Crosby was the Company’s CEO and CFO from October 6, 2016 to April 18, 2017, after which he became Executive Vice President until November 2018.

(5) Bruce Reid was the Company’s CEO from April 18, 2017 to October 12, 2018.

(6) Julio DiGirolamo was the Company’s CFO from April 18, 2017 to May 22, 2019.

(7) Dan Hrushewsky was the Company’s Executive Vice President from December 1, 2017 to October 15, 2018.

(8) John Ryan became the Company’s CEO on October 12, 2018.

(9) Wayne Parsons became the Company’s CFO on May 22, 2019.

Grant of Plan Based Awards

In December 2017, 10,000 options were granted to a consultant with a five-year life and an exercise price of CDN$16.50.

these options vested immediately.

On June 19, 2018 The Company granted incentive stock options to purchase up to an aggregate of 48,000 common shares, exercisable for 5 years at a strike price of C$8.50 and vested immediately.

In September 2018, 43,750 fully-vested stock options were issued to a consultant with a five-year life and an exercise price of $8.00 per share.

Outstanding Stock Options Awards At Fiscal Year End

The following table provides a summary of equity awards outstanding at June 30, 2018, for each of the named executive officers.

Option Awards

_____________________________________________________

_______________________________________

Unexercisable

Wayne Parsons

Long-Term Incentive Plans

The Company does not have any long-term incentive plans, pension plans, or similar compensatory plans for its directors or executive officers.

Change of Control Agreements

There are no change of control agreements in place at this time.

Employment Agreements

There are no employment agreements in place at this time.

Equity Compensation Plan Information

On April 19, 2011, subject to shareholder approval, which was obtained at the Company’s annual and special meetings of shareholders held on December 21, 2012, the Board of Directors of the Company approved the adoption of the Liberty Silver Corp.

Incentive Share Plan (the “Plan”) under which common shares of the Company’s common stock have been reserved for purposes of possible future issuance of incentive stock options, non-qualified stock options, and stock grants to employees, directors and certain key individuals.

Under the Plan, the maximum number of common shares reserved for issuance shall not exceed 10% of the common shares of the Company outstanding from time to time.

The purpose of the Plan shall be to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of common shares of the Company.

In order to maintain flexibility in the award of stock benefits, the Plan constitutes a single plan, but is composed of two parts.

The first part is the Share Option Plan which provides grants of both incentive stock options under Section 422A of the Internal Revenue Code of 1986, as amended, and nonqualified stock options.

The second part is the Share Bonus Plan which provides grants of shares of Company common stock.

The following is intended to be a summary of some of the material terms of the Plan, and is subject to, and qualified in its entirety, by the full text of the Plan.

The Plan is a rolling plan, under which the maximum number of Shares reserved for issuance under the Share Option Plan, together with the Share Bonus Plan, shall not exceed 10% of the Shares outstanding (on a non-diluted basis) at any given time.

The purpose of the Plan is to advance the interests of the Corporation by (i) providing certain employees, senior officers, directors, or consultants of the Corporation (collectively, the “Optionees”) with additional performance incentives;

(ii) encouraging Share ownership by the Optionees;

(iii) increasing the proprietary interest of the Optionees in the success of the Corporation;

(iv) encouraging the Optionees to remain with the Corporation;

and (v) attracting new employees, officers, directors and consultants to the Corporation.

Share Option Plan

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

(a) The aggregate maximum number of Shares available for issuance from treasury under the Share Option Plan, together with the Share Bonus Plan, at any given time is 10% of the outstanding Shares as at the date of grant of an option under the Plan, subject to adjustment or increase of such number pursuant to the terms of the Plan.

Any Shares subject to an option which has been granted under the Share Option Plan and which has been surrendered, terminated, or expired without being exercised, in whole or in part, will again be available under the Plan.

(b) The exercise price of an option shall be determined by the Board at the time each option is granted, provided that such price shall not be less than the closing price of the Shares on the principal stock exchange(s) upon which the Shares are listed and posted for trading on the trading day immediately preceding the day of the grant of the option.

(c) Options granted to persons conducting Investor Relations Activities (as defined in the Plan) for the Corporation must vest in stages over twelve months with no more than ¼ of the options vesting in any three-month period.

(d) In the event an Optionee ceases to be eligible for the grant of options under the Share Option Plan, options previously granted to such person will cease to be exercisable within a period of 12 months following the date such person ceases to be eligible under the Plan.

(e) In the event that a take-over bid or issuer bid is made for all or any of the issued and outstanding Shares, then the Board may, by resolution, permit all options outstanding to become immediately exercisable in order to permit Shares issuable under such options to be tendered to such bid.

Share Bonus Plan

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

(a) Participants in the Share Bonus Plan shall be directors, officers, employees, or consultants of the Corporation who, by the nature of their positions are, in the opinion of the Board and upon the recommendation of the President of the Corporation, in a position to contribute to the success of the Corporation.

(b) The determination regarding the amount of bonus Shares issued pursuant to the Share Bonus Plan will take into consideration the Optionee’s present and potential contribution to the success of the Corporation and shall be determined from time to time by the Board.

However, in no event shall the number of bonus Shares pursuant to the Share Bonus Plan, together with the Share Option Plan, exceed 10% of the issued and outstanding Shares in the aggregate.

General Features of the Plan

In addition to the above summaries of the Share Option Plan and the Share Bonus Plan, the following is intended to be a brief description and summary of some of the general features of the Plan:

(a) The aggregate number of Shares reserved pursuant to the Plan for issuance to insiders of the Corporation within any twelve-month period, under all security-based compensation arrangements of the Corporation, shall not exceed 10% of the total number of Shares then outstanding.

(b) The aggregate number of Share reserved for issuance pursuant to the Plan to any one person in any twelve-month period shall not exceed 5% of the total number of Shares outstanding from time to time, unless disinterested shareholder approval is obtained pursuant to the policies of the Corporation’s principal stock exchange(s) upon which the Shares are listed and posted for trading or any stock exchange or regulatory authority having jurisdiction over the securities of the Corporation.

No more than 2% of the outstanding Shares may be granted to any one Consultant (as defined in the Plan) in any twelve-month period, or to persons conducting Investor Relations Activities (as defined in the Plan) in any twelve-month period.

Director Compensation

The general policy of the Board is that compensation for independent directors should be a fair mix between cash and equity-based compensation.

David Wiens (2)

Chief Financial Officer

John Ryan (5)

Former Chief Executive Officer

Richard Williams

Executive Chairman

Chief Executive Officer

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

for a discussion, please refer to Note

11 in the Notes to the Financial Statements herein.

Wiens appointed as the Company’s CFO on January 1, 2021.

On February 19, 2021, 1,037,977 stock options were issued to David

Wiens, of which 273,271 stock options vested immediately and the balance of 764,706 stock options vested on December 31, 2021.

options have a 5-year life and are exercisable at C$0.335 per common share.

The grant date fair value of the options was estimated

February 2021, the Company issued 208,860 February 2021 Units at a deemed price of $0.45 to settle $66,000 (C$83,544) of bonus owed

to David Wiens.

Each February 2021 Unit consisted of one common share and one common share purchase warrant, which entitles the holder

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.

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.

of Plan Based Awards

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.

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

May 2020, and as part of its overall compensation planning, the Board introduced a long-term incentive plan (the “Long Term Incentive

Plan” or “LTIP”) that provides for time-based RSUs, DSUs, options (“Options”) and performance-based share

unit awards (“PSUs”, and collectively with RSUs, DSUs and Options, “Awards”) that may be granted to employees,

officers and eligible consultants and directors of the Company and its affiliates.

Recipients of Awards are defined as “Participants”.

aim of the Company’s compensation program is to attract and retain highly qualified executives and to link compensation to performance

and shareholder value.

This must ensure that the compensation is sufficiently competitive to achieve this objective.

The Board considers

a number of factors in order to determine compensation, including the Company’s contractual obligations, the individual’s

performance and other qualitative aspects of the individual’s performance and achievements, the amount of time and effort the individual

will devote to the Company and the Company’s financial resources.

Company’s compensation program is comprised of:

base salary or management fee arrangement and benefits .

The base salaries or management fee arrangements and benefits paid to

the key executives are not based on any specific formula and are set so as to be competitive with other companies of similar size

and state of development in the mineral industry.

This base salary also includes sign-on incentives, which may be issued in the form

of cash, RSUs, DSUs or Options.

short-term incentive program in the form of bonuses .

Bonuses are paid to key executives based on individual, team and Company

performance and the executive’s position in the Company.

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

Long-term Incentive Plan .

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

mechanisms to align the interests of the directors, officers, employees or consultants of the Company with shareholder interests.

The LTIP also provides for, among other things, an accelerated vesting of awards in the event of a change in control, thereby aligning

the Company’s practices with current corporate governance best practices respecting a change in control.

Board believe that equity-based compensation plans are the most effective way to align the interests of management with those of shareholders.

Long-term incentives must also be competitive and align with the Company’s compensation philosophy.

Company does not have a pension plan that provides for payments or benefits to its executive officers.

of Control Agreements

Company has provided change of control benefits to certain senior officers to encourage them to continue their employment in the event

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

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

pursuant to the terms of the employment agreement, at any time within 12 months of a change of control, the Company is required to make

a lump sum severance payment equal to 24 months of base salary.

In addition, at such time all Awards shall be deemed to have vested,

and all restrictions and conditions applicable to such Awards shall be deemed to have lapsed and the Awards shall be issued and delivered.

Company has various employment agreements with certain executives, which provide for compensation and certain other benefits and for

severance payments under certain circumstances.

Certain employment agreements also contain clauses that become effective upon a change

of control of the Company, as described above.

The Company may be obligated to pay certain amounts to such employees upon the occurrence

of any of the defined events in the various employment agreements.

Compensation Plan Information

April 19, 2011, subject to shareholder approval, which was obtained at the Company’s annual and special meeting of shareholders

held on December 21, 2012, the Board approved the adoption of the Liberty Silver Corp.

Incentive Share Plan (the “Plan”)

under which Common Shares of the Company’s common stock have been reserved for purposes of possible future issuance of incentive

stock options, non-qualified stock options, and stock grants to employees, directors and certain key individuals.

Under the Plan, the

maximum number of Common Shares reserved for issuance shall not exceed 10% of the Common Shares of the Company outstanding from time

The purpose of the Plan shall be to advance the interests of the Company by encouraging equity participation in the Company

through the acquisition of Common Shares of the Company.

In order to maintain flexibility in the award of stock benefits, the Plan constitutes

a single plan, but is composed of two parts.

The first part is the Share Option Plan which provides grants of both incentive stock options

under Section 422A of the Internal Revenue Code of 1986, as amended, and nonqualified stock options.

The second part is the Share Bonus

Plan which provides grants of shares of Company common stock.

The following is intended to be a summary of some of the material terms

of the Plan, and is subject to, and qualified in its entirety, by the full text of the Plan.

Plan is a rolling plan, under which the maximum number of Common Shares reserved for issuance under the Share Option Plan, together with

the Share Bonus Plan, shall not exceed 10% of the Common Shares outstanding (on a non-diluted basis) at any given time.

The purpose of

the Plan is to advance the interests of the Company by:

(i) providing certain employees, senior officers, directors, or consultants of

the Company (collectively, the “Optionees”) with additional performance incentives;

(ii) encouraging share ownership by the

(iii) increasing the proprietary interest of the Optionees in the success of the Company;

(iv) encouraging the Optionees to

remain with the Company;

and (v) attracting new employees, officers, directors and consultants to the Company.

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

aggregate maximum number of Common Shares available for issuance from treasury under the Share Option Plan, together with the Share

Bonus Plan, at any given time is 10% of the outstanding Common Shares as at the date of grant of an option under the Plan, subject

to adjustment or increase of such number pursuant to the terms of the Plan.

Any Common Shares subject to an option which has been

granted under the Share Option Plan and which has been surrendered, terminated, or expired without being exercised, in whole or in

part, will again be available under the Plan.

exercise price of an option shall be determined by the Board at the time each option is granted, provided that such price shall not

be less than the closing price of the Common Shares on the principal stock exchange(s) upon which the Common Shares are listed and

posted for trading on the trading day immediately preceding the day of the grant of the option.

granted to persons conducting Investor Relations Activities (as defined in the Plan) for the Company must vest in stages over twelve

months with no more than ¼ of the options vesting in any three-month period.

the event an Optionee ceases to be eligible for the grant of options under the Share Option Plan, options previously granted to such

person will cease to be exercisable within a period of 12 months following the date such person ceases to be eligible under the Plan.

the event that a take-over bid or issuer bid is made for all or any of the issued and outstanding Shares, then the Board may, by

resolution, permit all options outstanding to become immediately exercisable in order to permit Common Shares issuable under such

options to be tendered to such bid.

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

in the Share Bonus Plan shall be directors, officers, employees, or consultants of the Company who, by the nature of their positions

are, in the opinion of the Board and upon the recommendation of the President of the Company, in a position to contribute to the

success of the Company.

determination regarding the amount of bonus Common Shares issued pursuant to the Share Bonus Plan will take into consideration the

Optionee’s present and potential contribution to the success of the Company and shall be determined from time to time by the

However, in no event shall the number of bonus Common Shares pursuant to the Share Bonus Plan, together with the Share Option

Plan, exceed 10% of the issued and outstanding Common Shares in the aggregate.

Features of the Plan

addition to the above summaries of the Share Option Plan and the Share Bonus Plan, the following is intended to be a brief description

and summary of some of the general features of the Plan:

aggregate number of Common Shares reserved pursuant to the Plan for issuance to insiders of the Company within any twelve-month period,

under all security-based compensation arrangements of the Company, shall not exceed 10% of the total number of Common Shares then

aggregate number of Common Shares reserved for issuance pursuant to the Plan to any one person in any twelve-month period shall not

exceed 5% of the total number of Common Shares outstanding from time to time, unless disinterested shareholder approval is obtained

pursuant to the policies of the Company’s principal stock exchange(s) upon which the Common Shares are listed and posted for

trading or any stock exchange or regulatory authority having jurisdiction over the securities of the Company.

No more than 2% of

the outstanding Common Shares may be granted to any one Consultant (as defined in the Plan) in any twelve-month period, or to persons

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

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

purposes of possible future issuances of RSUs.

The RSU Plan is intended to enhance the Company’s ability to attract and retain

highly qualified officers, directors, key employees, consultants and other persons, and to motivate such officers, directors, key employees,

consultants and other persons to serve the Company and to expend maximum effort to improve the business results and earnings of the Company

by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success

of the Company.

To this end, the RSU Plan provides for the grant of RSUs and any of these awards of RSUs (“RSU Awards”) may,

but need not, be made as performance incentives to reward attainment of annual or long-term performance goals of the Company.

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 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

the event that an RSU Award is exercised for Common Shares, the Common Shares reserved for issuance in connection with such RSU Award

will be returned to the pool of available Common Shares authorized for issuance under the RSU Plan and will be available for reservation

pursuant to a new RSU Award grant.

Awards may be made under the RSU Plan to any employee, director or consultant of the Company, as the Board shall determine and designate

from time to time.

Awards granted under the RSU Plan may, in the discretion of the Board, be granted either alone or in addition to, in tandem with,

or in substitution or exchange for, any other RSU Award or any award granted under another plan of the Company.

the time a grant of RSUs is made, the Board may, in its sole discretion, establish a vesting period applicable to such RSUs, and

each RSU Award may be subject to a different vesting period.

April 21, 2020, the Board approved the adoption of the Company’s Deferred Share Unit Plan (the “DSU Plan”), pursuant

to which the Board may grant DSUs to eligible persons under the DSU Plan.

Each DSU entitles the grantee to receive on vesting an amount

(A) the number of vested DSUs elected to be redeemed multiplied by (B) the fair market value of the Common Shares less (C)

any applicable withholdings pursuant to the DSU Plan.

The purposes of the DSU Plan are to:

(i) align the interests of directors of the

Company with the long term interests of shareholders of the Company;

and (ii) allow the Company to attract and retain high quality directors.

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

committee of directors of the Company appointed by the Board to administer the DSU Plan may grant DSUs to any director of the Company

in its sole discretion.

may be made under the DSU Plan to any director of the Company, as the committee appointed by the Board shall determine and designate

from time to time.

the Common Shares no longer be publicly traded at the relevant time such that the fair market value of the Common Shares cannot be

determined in accordance with the formula set out in the definition of that term pursuant to the DSU Plan, the fair market value

of a Common Share shall be determined by the committee appointed by the Board in its sole discretion.

the time a grant of DSUs is made, the committee appointed by the Board may, in its sole discretion, establish a vesting period applicable

to such DSUs.

general policy of the Board is that compensation for independent directors should be a fair mix between cash and equity-based compensation.

Additionally, the Company reimburses directors for reasonable expenses incurred during the course of their performance.

There are no long-term incentive or medical reimbursement plans.

The Company does not pay directors, who are part of management, for Board service in addition to their regular employee compensation.

long-term incentive or medical reimbursement plans.

The Company does not pay directors, who are part of management, for Board service

in addition to their regular employee compensation.

The Board determines the amount of director compensation.

The board may appoint a compensation committee to take on this role.

The following table provides a summary of compensation paid to directors during the fiscal year ended June 30, 2019.

Incentive Plan

Wayne Parsons

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

for a discussion please refer to Note 7 in the Notes to the Financial Statements herein.

The board may appoint a

compensation committee to take on this role.

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

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

Equity Compensation Plan

The following table gives information about the Company’s Equity Compensation Plan as of June 30, 2019:

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

Security Ownership of Certain Beneficial Owners

The following table sets forth as of June 30, 2019, the name and the number of shares of the Company’s common stock, par value $0.01 per share, held of record or beneficially by each person who held of record, or was known by the Company to own beneficially, more than 5% of the issued and outstanding shares of the Company’s common stock, and the name and shareholdings of each director and significant employee, and of all executive officers and directors and significant employees as a group.

Title and Class

Name and Address

of Beneficial Owner

Amount and Nature

of Beneficial Ownership

Percent of class

Hummingbird Resources PLC

London, W1K 3SQ, United Kingdom

Common Shares 2,660,000

Dickson Hall (1)

1890 Waterloo St.

Vancouver, BC V6R 3G4

Common Shares NIL

Hugh Aird (1)

Common Shares NIL

Wayne Parsons (1)

Common Shares 100,000

John Ryan (1)

888C – 8 th Avenue, #503

New York, NY 10019 USA

Option Common Shares 100,000 (2)

Robert Genovese

BG Capital Croup Ltd.

1250 South Pine Island Rd., Suite 500

Plantation, Florida 33324 USA

Common Shares 930,842 (4)

Sebastian Marr

Common Shares 8,000,000 (2)

(1) Director, Officer or Significant Employee of Company

(2) Included in this number are 100,000 common shares owned by Mr.

Robert Genovese which entitle the holder to exercise the option to acquire common shares from Mr.

Robert Genovese in conjunction with the occurrence of a Change of Control Event or after May 1, 2023 without the occurrence of a

Change of Control Event.

An escrow agreement has been signed whereby these shares may not be sold until the occurrence of a Change of Control Event or after May 1, 2023 without the occurrence of a Change of Control Event.

Bruce Reid has voting control over these shares.

(3) Included in this number are (a) 200,000 common shares owned by Mr.

Robert Genovese which entitle the holder to exercise the option to acquire common shares in conjunction with the occurrence of a Change of Control Event or after May 1, 2023 without the occurrence of a Change of Control Event and (b) direct ownership of 1,060,712 common shares.

An escrow agreement has been signed whereby these shares may not be sold until the occurrence of a Change of Control Event or after May 1, 2023 without the occurrence of a Change of Control Event.

Bruce Reid has voting control over these shares.

(4) Robert Genovese, holds these shares directly or indirectly though other entities.

An escrow agreement has been signed whereby these shares may not be sold until the occurrence of a Change of Control Event or after May 1, 2023 without the occurrence of a Change of Control Event.

Genovese beneficially owns a total of 1,330,842 common shares reduced by 400,000 common shares that have been optioned to Howard Crosby (100,000 option common shares, Bruce Reid (200,000 option common shares) and John Ryan (100,000 option common shares).

Bruce Reid has voting control over these shares.

Compensation Plan

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

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

Certain Relationships and Related Transactions

There were no material transactions, or series of similar transactions, during the Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to the Company to own of record or beneficially more than five percent of any class of the Company’s common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

Director Independence

The Company’s common stock is currently traded on the Canadian Stock Exchange, under the symbol BNKR, and on the Grey Market in the United States, and as such, is not subject to the rules of any national securities exchange which requires that a majority of a listed company’s directors and specified committees of its board of directors meet independence standards prescribed by such rules.

For the purpose of preparing the disclosures in this document with respect to director independence, the Company has used the definition of “independent director” within the meaning of National Instrument 52-110 – Audit Committees adopted by the Canadian Securities Administration and as set forth in the Marketplace Rules of the NASDAQ, which defines an “independent director” generally as being a person, other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Jennifer Boyle and Mr.

Harold Shipes resigned as directors on September 19 and September 27, 2018, respectively.

John Ryan and, Dickson Hall are currently the only “independent” directors of the Company.

Relationships and Related Transactions

were no material transactions, or series of similar transactions, during the Company’s last fiscal year, or any currently proposed

transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeded

the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three

completed fiscal years and in which any director, executive officer or any security holder who is known to the Company to own of record

or beneficially more than five percent of any class of the Company’s common stock, or any member of the immediate family of any

of the foregoing persons, had an interest.

Company’s common stock is currently traded on the CSE, under the symbol BNKR, and as such, is not subject to the rules of any national

securities exchange which requires that a majority of a listed company’s directors and specified committees of its board of directors

meet independence standards prescribed by such rules.

For the purpose of preparing the disclosures in this document with respect to director

independence, the Company has used the definition of “independent director” within the meaning of National Instrument 52-110

– Audit Committees adopted by the Canadian Securities Administration and as set forth in the Marketplace Rules of the NASDAQ,

which defines an “independent director” generally as being a person, other than an executive officer or employee of the company

or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the

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

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

PRINCIPAL ACCOUNTING FEES AND SERVICES

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

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 years ended June 30, 2018 and 2017, and is expected to serve in that capacity for the ensuing year.

Principal accounting fees for professional services rendered for the Company by MNP, LLP for the years ended June 30, 2019 and June 30, 2018 are summarized in the following table:

Audit related

Audit Related Fees

The aggregate fees billed by MNP, LLP for assurance and related services that were related to its review of the Company’s financial statements during the fiscal years ended June 30, 2019 and 2018 are $80,000 and $52,500, respectively.

MNP, LLP did not bill the Company for tax compliance, advice and planning during the fiscal years ended June 30, 2019 and 2018.

All Other Fees

MNP, LLP did not bill the Company for any products and services other than the foregoing during the fiscal years ended June 30, 2019 and 2018.

Audit Committee’s Pre-approval Policies and Procedures

At the Company’s regularly scheduled and special meetings, the Board, or the Board-appointed audit committee, considers and pre-approves any audit and non-audit services to be performed by the Company’s independent registered public accounting firm.

The audit committee has the authority to grant pre-approvals of non-audit services.

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

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

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, including services associated with financing activities.

Committee’s Pre-approval Policies and Procedures

the Company’s regularly scheduled and special meetings, the Board, or the Board-appointed audit committee, considers and pre-approves

any audit and non-audit services to be performed by the Company’s independent registered public accounting firm.

The audit committee

has the authority to grant pre-approvals of non-audit services.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1)(2) Financial Statements and Financial Statement Schedule.

The financial statements and financial statement schedules identified in Item 8 are filed as part of this annual report.

(a)(3) Exhibits.

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

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

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

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

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

3.4 Amended 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).

3.5 Amended 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)

Financial Statements and Financial Statement Schedule.

financial statements and financial statement schedules identified in Item 8 are filed as part of this report.

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

Amended and Restated Articles of Incorporation of Liberty Silver Corp.

(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.

(included as exhibit to Form 8-K filed with the Securities and Exchange Commission on December 28, 2012)

3.7 Certificate 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).

10.1 Mineral Property Purchase Agreement corporation (included as exhibit to Form S-1 filed with the Securities and Exchange Commission on April 1, 2008).

10.2 Exploration 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).

10.3 Purchase 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).

10.4 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).

10.5 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).

10.6 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).

10.7 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).

10.8 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).

10.9 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).

(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.

(incorporated by reference to Exhibit 23.1 to the Form 10-K filed on April 17, 2023)

Consent of Robert H.

Todd (incorporated by reference to Exhibit 23.2 to the Form 10-K filed on April 17, 2023)

Consent of Peter Kondos (incorporated by reference to Exhibit 23.3 to the Form 10-K filed on April 17, 2023)

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 (incorporated by reference to Exhibit 31.1 to the Form 10-K filed on April 17, 2023)

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

1 unchanged sentence

Certifications pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Form 10-K filed on April 17, 2023)

Certifications pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 to the Form 10-K filed on April 17, 2023)

Certifications pursuant to 18 U.S.C.

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

1 unchanged sentence

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

101* SCH XBRL Schema Document *

101* INS XBRL Instance Document *

101* CAL XBRL Taxonomy Extension Calculation Linkbase Document*

101* LAB XBRL Taxonomy Extension Label Linkbase Document *

101* PRE XBRL Taxonomy Extension Presentation Linkbase Document *

101* DEF XBRL Taxonomy Extension Definition Linkbase Document*

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

Act (incorporated by reference to Exhibit 95.1 to the Form 10-K filed on April 17, 2023)

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

Shoshone County, Idaho, USA (incorporated by reference to Exhibit 96.1 to the Form 10-K filed on April 17, 2023)

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Wayne Parsons

Wayne Parsons, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer

October 16, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

December 4, 2020

Chief Executive Officer, Principal Executive Officer, Director

December 4, 2020

/s/ Wayne Parsons

Wayne Parsons

Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer

December 4, 2020

/s/ Hugh Aird

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

Ash, Chief Executive Officer, Principal Executive Officer

Gerbrand Van Heerden

Gerbrand Van Heerden, Chief Financial Officer and Corporate Secretary, Principal Financial Officer, Principal Accounting Officer

December 22, 2023

/s/ Dickson Hall

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Executive Officer, Principal Executive Officer

Gerbrand Van Heerden

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

Richard Williams

Chairman and Director

Cassandra Joseph

Pamela Saxton

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 9A. Controls and Procedures