What changed in this filing

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Item 1A. Risk Factors

2024-03-12 compared with 2023-04-17 · 260 added, 324 removed, 420 unchanged (58% of the section changed)

a Smaller Reporting Company, this item is not required under SEC rules.

However, the Company believes that it is important to have an

understanding of the risks associated with an investment in the Company.

In addition, these risk factors are incorporated by reference

in press releases and other Company publications for purposes of the Private Securities Reform Act of 1995.

Company’s ability to operate as a going concern is in doubt.

audit opinion and notes that accompany the Company’s Financial Statements disclose a going concern qualification to its ability

to continue in business.

The accompanying Financial Statements have been prepared under the assumption that the Company will continue

as a going concern.

The Company is an exploration and development stage company and has incurred losses since its inception.

has incurred losses resulting in an accumulated deficit of $71,592,559 as of December 31, 2022 and further losses are anticipated in

the development of its business.

Company currently has no historical recurring source of revenue and its ability to continue as a going concern is dependent on its ability

to raise capital to fund its future exploration and working capital requirements or its ability to profitably execute its business plan.

The Company’s plans for the long-term return to and continuation as a going concern include financing its future operations through

sales of its Common Shares and/or debt and the eventual profitable exploitation of the Mine.

Additionally, the volatility in capital

markets and general economic conditions in the U.S.

and elsewhere can pose significant challenges to raising the required funds.

factors raise substantial doubt about the Company’s ability to continue as a going concern.

Company’s consolidated financial statements do not give effect to any adjustments required to realize its assets and discharge

its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying Financial

Company will require significant additional capital to fund its short-term obligations, continue its operations and remain in compliance

with its debt agreements.

the Company nor any of the directors of the Company nor any other party can provide any guarantee or assurance that the Company will

be able to raise sufficient capital to satisfy the Company’s short-term obligations.

The Company does not have sufficient funds

to satisfy its short-term financial obligations, even after consideration of its recently completed equity financing.

As at December

31, 2022, the Company had $708,105 in cash and total current liabilities of $10,155,582 and total liabilities of $59,106,835.

will likely require additional capital by the end of the second quarter of 2023 in order to continue its operations.

Further, if the

Company does not raise sufficient additional capital, the Company will be in breach of its debt agreements, including under the RCD,

CD1, CD2 and Bridge Loan.

Company may not be able to secure the Stream or alternative funding from Sprott or another capital provider.

the Company nor any of the directors of the Company nor any other party can provide any guarantee or assurance that the Stream, the final

contemplated tranche of the full $66,000,000 project financing package, will be finalized or close, or any other funding from Sprott.

The Stream remains subject to Sprott internal approvals, full project funding, further technical and other due diligence and satisfactory

documentation.

If the Stream, or a portion thereof, does not close there is no guarantee that alternative capital can be raised on terms

favorable to the Company, or at all.

additional equity funding, for which there can be no guarantee or assurance with regard to any amount or terms thereof, will dilute existing

shareholders.

concentrate offtake agreement with Teck Resources may not be reached, which could result in less favorable commercial terms for the

sale of concentrates envisaged to be produced by the Bunker Hill Mine and could also impact the Company’s ability to secure offtake

Regardless of actions taken by Teck, there can be no assurance that the Company will be able to secure or close offtake financing,

which could have an adverse effect on the Company’s financial position and negative impact the Company’s ability to secure

additional funding from Sprott or an alternative capital provider.

Company may not be able to execute a concentrate offtake agreement for the sale of concentrates to Teck Resources at its Trail smelter,

as contemplated with Teck’s option to acquire 100% of zinc and lead concentrate produced in the first five years at the Bunker

If such an agreement cannot be reached, the Company may not be able to sell its zinc and lead concentrate to Teck, which could

result in difficulties securing alternative commercial arrangements for the sale of concentrate, less favorable commercial terms in

the event that alternative commercial arrangements can be secured, and/or higher transportation and other costs.

In addition, the Company

may not be able to secure or close offtake financing, regardless of whether an agreement is reached with Teck;

the terms of any offtake

financing might not be favorable to the Company;

business activities and the value of our securities are subject to significant hazards and risks, including those described below.

any of such events should occur, our business, financial condition, liquidity, and/or results of operations could be materially harmed,

and holders and purchasers of our securities could lose part or all of their investments.

Our risk factors are grouped into the following

Risk Factors;

Related to Mining and Exploration;

Related to the Company’s Common Stock.

General Risk Factors

lead concentrate offtake agreement with Teck Resources may not be reached, which could result in less favorable commercial terms for

the sale of concentrates envisaged to be produced by the Mine and could also impact the Company’s ability to secure

offtake financing.

Regardless of actions taken by Teck, there can be no assurance that the Company will be able to secure or close offtake

financing, which could have an adverse effect on the Company’s financial position and a negative impact the Company’s ability

to secure additional funding from Sprott or an alternative capital provider.

Company may not be able to execute a lead concentrate offtake agreement for the sale of lead concentrates to Teck Resources at its Trail

smelter, as contemplated with Teck’s option to acquire 100% of lead concentrate produced in the first five years at the Bunker

If such an agreement cannot be reached, the Company may not be able to sell its lead concentrate to Teck, which could result

in difficulties securing alternative commercial arrangements for the sale of concentrate, less favorable commercial terms in the event

that alternative commercial arrangements can be secured, and/or higher transportation and other costs.

In addition, the Company may not

be able to secure or close offtake financing, regardless of whether an agreement is reached with Teck;

the terms of any offtake financing

might not be favorable to the Company;

and/or the Company may incur substantial fees and costs related to such financing.

The Company’s inability to secure or close offtake financing, or arrange a suitable alternative, may have an adverse effect on

the Company’s operations and financial position, including its ability to secure the Stream from Sprott.

Bunker Hill Mine restart is now expected to take place in 2024, with first concentrate production targeted for mid-2024.

Changes to this

timeline, or other factors impacting the restart project budget, could increase the Company’s required capital needs through the

completion of the project, which would adversely affect the Company’s ability to secure additional funding, thereby adversely affecting

its financial condition.

February 28, 2023, the Company announced that primarily due to the inability to procure certain long-lead items that were planned to be

ordered by February 2023, and longer estimated delivery times thereof, the Company now expects the Bunker Hill Mine restart to be achieved

On March 10, 2023, the Company announced that it has maintained the integrity of its total pre-production budget, under the

assumption of first concentrate production in the second quarter of 2024.

the event that the Company is unable to secure sufficient funding to materially advance the restart of the Mine in the second quarter

of 2023, from Sprott or an alternative capital provider, it is likely that the restart timeline will be further delayed with a potentially

materially adverse effect on the pre-production budget.

Notwithstanding

financing-related risks, the Company’s pre-production budget estimates are subject to change based on factors beyond its control,

including but not limited to cost inflation and supply chain dynamics.

An increase in the Company’s pre-production budget estimates

could have a materially adverse impact on its ability to secure project financing.

This could have a material adverse effect on its financial

condition, results of operations, or prospects.

Sales of substantial amounts of securities may have a highly dilutive effect on the Company’s

ownership or share structure.

Sales of a large number of shares of the Company’s Common Shares in the public markets, or the potential

for such sales, could decrease the trading price of the Common Shares and could impair the Company’s ability to raise capital through

future sales of Common Shares.

The Company has not yet commenced commercial production at any of its properties and, therefore, has not

generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved

The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into successful

commercial production.

This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional

sources of financing.

There is no assurance that any such financing sources will be available or sufficient to meet the Company’s

requirements, or if available, available upon terms acceptable to the Company.

There is no assurance that the Company will be able to

continue to raise equity capital or to secure additional debt financing, or that the Company will not continue to incur losses.

The Company’s

inability to secure or close offtake financing, or arrange a suitable alternative, may have an adverse effect on the Company’s

operations and financial position.

Bunker Hill Mine restart is expected to take place in 2024, with first concentrate production targeted for the fourth quarter of 2024.

Changes to this timeline, or other factors impacting the restart project budget, could increase the Company’s required capital

needs through the completion of the project, which would adversely affect the Company’s ability to secure additional funding, thereby

adversely affecting its financial condition.

Bunker Hill Mine restart is expected to take place in 2024, with first concentrate production targeted for the fourth quarter of 2024.

However, the estimated timing of Bunker Hill Mine restart is subject to change based on factors beyond the Company’s control, including

but not limited to supply chain dynamics.

In addition, the Company’s pre-production budget estimates are subject to change based

on factors beyond its control, including but not limited to cost inflation and supply chain dynamics.

An increase in the Company’s

pre-production budget estimates could have a materially adverse impact on its ability to secure additional financing.

This could have

a material adverse effect on its financial condition, results of operations, or prospects.

Sales of substantial amounts of securities

may have a highly dilutive effect on the Company’s ownership or share structure.

Sales of a large number of shares of Company common

stock in the public markets, or the potential for such sales, could decrease the trading price of the common stock and could impair the

Company’s ability to raise capital through future sales of common stock.

The Company has not yet commenced commercial production

at any of its properties and, therefore, has not generated positive cash flows to date and has no reasonable prospects of doing so unless

successful commercial production can be achieved at the Mine.

The Company expects to continue to incur negative investing and operating

cash flows until such time as it enters into successful commercial production.

This will require the Company to deploy its working capital

to fund such negative cash flow and to possibly seek additional sources of financing.

There is no assurance that any such financing sources

will be available or sufficient to meet the Company’s requirements, or if available, upon terms acceptable to the Company.

is no assurance that the Company will be able to continue to raise equity capital or to secure additional debt financing, or that the

Company will not continue to incur losses.

bonds securing $17,000,000 due by the Company to the EPA for cost recovery may not be renewable or may only be renewable on terms that

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2022, the Company secured financial assurance in the form of payment bonds in accordance with the revised settlement agreement with the

EPA, in relation to $17,000,000 of payments due to the EPA for cost recovery between 2024-2029.

These bonds are renewed annually, and

currently require $6,476,000 of collateral in the form of letters of credit.

To the extent that the parties providing the payment bonds

demand additional collateral beyond the current requirements, or other unfavorable terms or conditions, the Company may not be able to

renew the payment bonds on favorable conditions, or at all.

This could have a materially adverse impact on the Company, including a potential

default under the revised settlement agreement with the EPA.

EPA, in relation to $17,000,000 of payments due to the EPA for cost recovery between 2024 and 2029.

These bonds are renewed annually,

and as of December 31, 2023, require $6,476,000 of collateral in the form of letters of credit.

To the extent that the parties providing

the payment bonds demand additional collateral beyond the current requirements, or other unfavorable terms or conditions, the Company

may not be able to renew the payment bonds on favorable conditions, or at all.

This could have a materially adverse impact on the Company,

including a potential default under the revised settlement agreement with the EPA.

Company has a limited operating history on which to base an evaluation of its business and prospects.

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stage will require significant capital and time, and successful commercial production from the Mine will be subject to completing the

requisite studies, permitting and re-commissioning of the Mine, constructing a processing plant, and other related works and infrastructure.

As a result, the Company is subject to all of the risks associated with developing and establishing new mining operations and business

enterprises, including:

requisite studies, permitting and re-commissioning of the Mine, constructing a processing plant, and completing other related works and

infrastructure.

As a result, the Company is subject to all of the risks associated with developing and establishing new mining operations

and business enterprises, including:

of studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial

mining operation;

timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of

infrastructure, mining and processing facilities;

timing and cost, which can be considerable, of further exploration, preparing feasibility studies, and permitting and construction

of infrastructure, mining and processing facilities;

availability and costs of drill equipment, exploration personnel, skilled labor, and mining and processing equipment, if required;

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shortages of mineral processing, construction, and other facilities related supplies.

costs, timing, and complexities of exploration, development, and construction activities may be increased by the location of its properties

and demand by other mineral exploration and mining companies.

It is common in exploration programs to experience unexpected problems

and delays during drill programs and, if commenced, development, construction, and mine start-up.

In addition, the Company’s management

and workforce will need to be expanded, and sufficient housing and other support systems for its workforce will have to be established.

costs, timing, and complexities of exploration, development, and construction activities may be increased by the location of the Company’s

properties and demand by other mineral exploration and mining companies.

It is common in exploration programs to experience unexpected

problems and delays during drill programs and, if commenced, development, construction, and mine start-up.

In addition, the Company’s

management and workforce will need to be expanded, and sufficient housing and other support systems for its workforce will have to be

This could result in delays in the commencement of mineral production and increased costs of production.

Accordingly, the Company’s

activities may not result in profitable mining operations, and it may not succeed in establishing mining operations or profitably producing

metals at any of its current or future properties, including the Mine.

Accordingly, the

Company’s activities may not result in profitable mining operations, and it may not succeed in establishing mining operations or

profitably producing metals at any of its current or future properties, including the Mine.

Company has a history of losses and expects to continue to incur losses in the future.

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for the year ended December 31, 2022;

for the year ended December 31, 2021

Company expects to continue to incur losses unless and until such time as the Mine enters into commercial production and generates sufficient

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a materially adverse effect on its financial condition.

pandemics or other public health crises, including COVID-19, could adversely affect the Company’s business.

Company’s operations could be significantly adversely affected by the effects of a widespread outbreak of epidemics, pandemics

or other health crises, including the recent outbreak of respiratory illness caused by the novel coronavirus (“COVID-19”),

which was declared a pandemic by the World Health Organization on March 12, 2020.

The Company cannot accurately predict the impact COVID-19

or some future variant would have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to

the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and

quarantine restrictions imposed by governments of affected countries.

In addition, a significant outbreak of contagious diseases in the

human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries,

resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations.

Russia/Ukraine crisis, including the impact of sanctions or retributions thereto, could adversely affect the Company’s business.

Company’s operations could be adversely affected by the effects of the escalating Russia/Ukraine crisis and the effects of sanctions

imposed against Russia or that country’s retributions against those sanctions, embargos or further-reaching impacts upon energy

prices, food prices and market disruptions.

The Company cannot accurately predict the impact the crisis will have on its operations and

the ability of contractors to meet their obligations with the Company, including uncertainties relating the severity of its effects,

the duration of the conflict, and the length and magnitude of energy bans, embargos and restrictions imposed by governments.

the crisis could adversely affect the economies and financial markets of the United States in general, resulting in an economic downturn

that could further affect the Company’s operations and ability to finance its operations.

Additionally, the Company cannot predict

changes in precious metals pricing or changes in commodities pricing which may alternately affect the Company either positively or negatively.

Related to Mining and Exploration

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of its mineral interests are not likely to be recovered, the Company would incur a write-down of its investment in these interests.

All these factors may result in losses in relation to amounts spent that are not recoverable, or that result in additional expenses.

these factors may result in losses in relation to amounts spent that are not recoverable, or that result in additional expenses.

price volatility could have dramatic effects on the results of operations and the Company’s ability to execute its business plan.

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The price of those commodities has fluctuated widely, particularly in recent years, and is affected

by numerous factors beyond its control including economic and political trends, expectations of inflation, currency exchange fluctuations,

interest rates, global and regional consumptive patterns, speculative activities and increased production due to new extraction developments

and improved extraction and production methods.

The effect of these factors on the price of base and precious metals, and therefore the

economic viability of the Company’s business, could negatively affect its ability to secure financing or its results of operations.

by numerous factors beyond the Company’s control, including economic and political trends, expectations of inflation, currency

exchange fluctuations, interest rates, global and regional consumptive patterns, speculative activities and increased production due

to new extraction developments and improved extraction and production methods.

The effect of these factors on the price of base and precious

metals, and therefore the economic viability of the Company’s business, could negatively affect its ability to secure financing

or its results of operations.

Company’s development and production plans, and cost estimates, in the Technical Report Summary may vary and/or not be achieved.

is no certainty that the Technical Report Summary will be realized.

The decision to implement the Mine restart scenario to be included

in the Technical Report Summary will not be based on a feasibility study of mineral reserves demonstrating economic and technical viability,

and therefore there is increased risk that the Technical Report Summary results will not be realized.

If the Company is unable to achieve

the results in the Technical Report Summary, it may have a material negative impact on the Company and its capital investment to implement

the restart scenario may be lost.

is no certainty that the results in the Technical Report Summary will be realized.

The decision to implement the Mine restart scenario

to be included in the Technical Report Summary was not be based on a feasibility study of mineral reserves demonstrating economic and

technical viability, and therefore there is increased risk that the Technical Report Summary results will not be realized.

If the Company

is unable to achieve the results in the Technical Report Summary, it may have a material negative impact on the Company, and its capital

investment to implement the restart scenario may be lost.

charged to the Company by the Idaho Department of Environmental Quality (“IDEQ”) for treatment of wastewater fluctuate a

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Increases in gravity flow and consequently the rate of water discharged by the mine

have a highly robust correlation with metal concentrations and consequently metals loads of effluent.

have a highly robust correlation with metals concentrations and consequently metal loads of effluent.

loads (quantities of water per unit of time) and metal loads (quantities of metals per unit of volume of effluent per unit of time) are

the two main determinants of cost of water treatment by the EPA in the relationship with the Bunker Hill Mine because greater metal loads

consume more lime and more flocculent and more electricity to remove the increased levels of metals and make the water clean.

of the treatment plant is determined by how much total water can be processed (hydraulic load) at any one point in time.

consume more lime, more flocculent and more electricity to remove the increased levels of metals and make the water clean.

of the treatment plant is determined by how much total water can be processed (hydraulic load) at any point in time.

This determines

how much labor is required to operate the plant and generally determines the amount of overhead required to run the EPA business.

how much labor is required to operate the plant and generally determines the amount of overhead required to run the IDEQ business.

EPA has completed significant upgrades to the water treatment capabilities of the CTP and is now capable of producing treated water than

can meet a much higher discharge standard (which Bunker Hill will be forced to meet beyond May 2023).

can meet a much higher discharge standard (which Bunker Hill has been satisfying since May 2023).

While it was understood that improved

performance capability would increase the cost of operating the plant, it was unclear to EPA, and consequently to Bunker Hill, how much

the costs would increase by.

performance capability would increase the cost of operating the plant, it was unclear to the EPA, and consequently to Bunker Hill, how

much the costs would increase by.

elements described above, and others, impact the direct costs of water treatment.

A significant portion of the total amount invoiced

by EPA each year is indirect cost that is determined as a percentage of the direct cost.

Each year the indirect costs percentage changes

within each region of the EPA.

Bunker Hill has no ability to impact the percentage of indirect cost that is set by the EPA regional office.

Bunker Hill also has no advanced notice of what the percentage of indirect cost will be until it receives its invoice in June of the

year following the billing period.

by the EPA each year is indirect cost that is determined as a percentage of the direct cost.

Each year the indirect costs percentage

changes within each region of the EPA.

Bunker Hill has no ability to impact the percentage of indirect cost that is set by the EPA regional

Bunker Hill also has no advanced notice of what the percentage of indirect cost will be until it receives its invoice in June

of the year following the billing period.

The Company remains unable to estimate EPA billings to a high degree of accuracy.

of mineral reserves and resources are subject to evaluation uncertainties that could result in project failure.

exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately predict

the quantity and quality of mineral resources/reserves within the earth using statistical sampling techniques.

Estimates of any mineral

resource/reserve on the Mine would be made using samples obtained from appropriately placed trenches, test pits, underground workings,

and intelligently designed drilling.

There is an inherent variability of assays between check and duplicate samples taken adjacent to

each other and between sampling points that cannot be reasonably eliminated.

Company’s exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately

predict the quantity and quality of mineral resources/reserves within the earth using statistical sampling techniques.

Estimates of any

mineral resource/reserve on the Mine would be made using samples obtained from appropriately placed trenches, test pits, underground

workings, and designed drilling.

There is an inherent variability of assays between check and duplicate samples taken adjacent

to each other and between sampling points that cannot be reasonably eliminated.

Additionally, there also may be unknown geologic details

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of government-granted exploration permits;

quality of its management and its geological and technical expertise;

quality of management and its geological and technical expertise;

capital available for exploration and development work.

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be able to obtain all required permits and licenses to place its properties into production.

Company’s current and future operations, including exploration and, development of the Mine, do and will require

permits from governmental authorities and will be governed by laws and regulations, including:

Company’s current and future operations, including exploration and development of the Mine, do and will require permits from governmental

authorities and will be governed by laws and regulations, including:

and regulations governing mineral concession acquisition, prospecting, development, mining, and production;

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standards and regulations related to waste disposal, toxic substances, land use reclamation, and environmental protection.

Specifically, it may be necessary

to obtain the following environmental permits or approved plans prior to commencement of mine operations:

Reclamation and Closure Plan

Water Discharge Permit

Air Quality Operating Permit

Industrial Artificial (tailings) pond permit

Obtaining Water Rights for Operations

If these permits are required, there can be no assurance

that the Company will be able to obtain them in a timely manner or at all.

Specifically,

it may be necessary to obtain the following environmental permit or approved plan prior to commencement of mine operations:

and closure plan

quality operating permit

this permit is required, there can be no assurance that the Company will be able to obtain them in a timely manner or at all.

engaged in exploration activities often experience increased costs and delays in production and other schedules as a result of the need

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to various reclamation-related conditions.

Although the Company closely follows and believes it is operating in compliance with

all applicable environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable terms.

Failure to comply may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures requiring

capital expenditures.

Intense lobbying over environmental concerns by non-governmental organizations has caused some governments to cancel

or restrict development of mining projects.

Current publicized concern over climate change may lead to carbon taxes, requirements for

carbon offset purchases or new regulation.

The costs or likelihood of such potential issues to the Company cannot be estimated at this

legal framework governing this area is constantly developing, therefore the Company is unable to fully ascertain any future liability

Although the Company closely follows and believes it is operating in compliance with all applicable

environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable terms.

comply may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures requiring capital

expenditures.

Intense lobbying over environmental concerns by non-governmental organizations has caused some governments to cancel or

restrict development of mining projects.

Current publicized concern over climate change may lead to carbon taxes, requirements for carbon

offset purchases or new regulation.

The costs or likelihood of such potential issues to the Company cannot be estimated at this time.

legal framework governing this area is constantly developing;

therefore, the Company is unable to fully ascertain any future liability

that may arise from the implementation of any new laws or regulations, although such laws and regulations are typically strict and may

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The proposed activities of the Company, as with any exploration company, may have an

environmental impact which may result in unbudgeted delays, damage, loss and other costs and obligations including, without limitation,

environmental impact that may result in unbudgeted delays, damage, loss and other costs and obligations, including, without limitation,

rehabilitation and/or compensation.

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Legislation and increased regulation regarding climate change could impose significant

costs on the Company, on its future venture partners, if any, and on its suppliers, including costs related to increased energy requirements,

capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such regulations.

Any adopted future

climate change regulations could also negatively impact the Company’s ability to compete with companies situated in areas not subject

to such limitations.

Given the emotional and political significance and uncertainty surrounding the impact of climate change and how

it should be dealt with, the Company cannot predict how legislation and regulation will ultimately affect its financial condition, operating

performance, and ability to compete.

Furthermore, even without such regulation, increased awareness and any adverse publicity in the

global marketplace about potential impacts on climate change by the Company or other companies in its industry could harm the Company’s

The potential physical impacts of climate change on its operations are highly uncertain, could be particular to the geographic

circumstances in areas in which the Company operates and may include changes in rainfall and storm patterns and intensities, water shortages,

changing sea levels, and changing temperatures.

These impacts may adversely impact the cost, production, and financial performance of

the Company’s operations.

costs on the Company, on its future joint venture partners, if any, and on its suppliers, including costs related to increased energy

requirements, capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such regulations.

adopted future climate change regulations could also negatively impact the Company’s ability to compete with companies situated

in areas not subject to such limitations.

Given the emotional and political significance and uncertainty surrounding the impact of climate

change and how it should be dealt with, the Company cannot predict how legislation and regulation will ultimately affect its financial

condition, operating performance, and ability to compete.

Furthermore, even without such regulation, increased awareness and any adverse

publicity in the global marketplace about potential impacts on climate change by the Company or other companies in its industry could

harm the Company’s reputation.

The potential physical impacts of climate change on its operations are highly uncertain, could be

particular to the geographic circumstances in areas in which the Company operates and may include changes in rainfall and storm patterns

and intensities, water shortages, changing sea levels, and changing temperatures.

These impacts may adversely impact the cost, production,

and financial performance of the Company’s operations.

are several governmental regulations that materially restrict mineral exploration.

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re-establish pre-disturbance landforms and vegetation.

To date, the Company has not been subject to

reclamation or bonding obligations in connection with its past or potential future development activities.

If these obligations were

to occur in the future, or if the Company is required to carry out reclamation work, the Company must allocate financial resources

that might otherwise be spent on further exploration and development programs.

date, the Company has not been subject to reclamation or bonding obligations in connection with its past or potential future development

If these obligations were to occur in the future, or if the Company is required to carry out reclamation work, the Company

must allocate financial resources that might otherwise be spent on further exploration and development programs.

and environmental activism may have an adverse effect on the reputation and financial condition of the Company or its relationship with

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is an increasing level of public concern relating to the effects of mining on the nature landscape, in communities and on the environment.

Certain non-governmental organizations, public interest groups and reporting organizations (“NGOs”) who oppose resource development

can be vocal critics of the mining industry.

In addition, there have been many instances in which local community groups have opposed

resource extraction activities, which have resulted in disruption and delays to the relevant operation.

While the Company seeks to operate

in a socially responsible manner and believes it has good relationships with local communities in the regions in which it operates, NGOs

or local community organizations could direct adverse publicity against and/or disrupt the operations of the Company in respect to one

or more of its properties, regardless of its successful compliance with social and environmental best practices, due to political factors,

activities of unrelated third parties on lands in which the Company has an interest or the Company’s operations specifically.

such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition of the Company or

its relationships with the communities in which it operates, which could have a material adverse effect on the Company’s business,

financial condition, results of operations, cash flows or prospects.

Certain non-governmental organizations, public interest groups and reporting organizations (“NGOs”) that oppose resource

development can be vocal critics of the mining industry.

In addition, there have been many instances in which local community groups

have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation.

While the Company

seeks to operate in a socially responsible manner and believes it has good relationships with local communities in the regions in which

it operates, NGOs or local community organizations could direct adverse publicity against and/or disrupt the operations of the Company

in respect of one or more of its properties, regardless of its successful compliance with social and environmental best practices, due

to political factors or activities of unrelated third parties on lands in which the Company has an interest or the Company’s operations

specifically.

Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition

of the Company or its relationships with the communities in which it operates, which could have a material adverse effect on the Company’s

business, financial condition, results of operations, cash flows or prospects.

mineral exploration and mining industry is highly competitive.

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As a result of this competition, some of which is with large established

mining companies with substantial capabilities and with greater financial and technical resources than the Company’s, the Company

may be unable to acquire additional properties, if any, or financing on terms it considers acceptable.

The Company also competes with

other mining companies in the recruitment and retention of qualified managerial and technical employees.

If the Company is unable to

successfully compete for qualified employees, its exploration and development programs may be slowed down or suspended.

The Company competes

with other companies that produce its planned commercial products for capital.

If the Company is unable to raise sufficient capital,

its exploration and development programs may be jeopardized or it may not be able to acquire, develop, or operate additional mining projects.

mining companies with substantial capabilities and with greater financial and technical resources than those of the Company, the Company

may be unable to acquire additional properties or obtain financing on terms it considers acceptable.

The Company also competes with other

mining companies in the recruitment and retention of qualified managerial and technical employees.

If the Company is unable to successfully

compete for qualified employees, its exploration and development programs may be slowed down or suspended.

The Company competes with

other companies that produce its planned commercial products for capital.

If the Company is unable to raise sufficient capital, its exploration

and development programs may be jeopardized or it may not be able to acquire, develop, or operate additional mining projects.

silver industry is highly competitive, and the Company is required to compete with other corporations and business entities, many of

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joint ventures, if any, or their properties, and therefore could have a material adverse effect on its results of operations, financial

performance, cash flows and the price of its Common Shares.

performance, cash flows and the price of its common stock.

Company may experience difficulty attracting and retaining qualified management to meet the needs of its anticipated growth, and the

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financial condition.

In addition, the COVID-19 pandemic may cause the Company to have inadequate access to an available skilled workforce

and qualified personnel, which could have an adverse impact on the Company’s financial performance and financial condition.

Company is dependent on a relatively small number of key employees, including its Chief Executive Officer (the “CEO”) and

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The Company may be required to take countermeasures or defend against these claims, which will divert resources and management time from

The costs of these claims or adverse filings may have a material effect on its business and results of operations.

The costs of these claims or adverse filings may have a material effect on the Company’s business and results of operations.

exploration and development is subject to extraordinary operating risks.

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Furthermore, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision

of necessary infrastructure could adversely affect its operations.

of necessary infrastructure could adversely affect the Company’s operations.

operations depend on adequate infrastructure.

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the Company loses or abandons its interests in its mineral properties, there is no assurance that it will be able to acquire another

mineral property of merit or that such an acquisition would be approved by the CSE, OTCQB or any other applicable security exchanges.

There is also no guarantee that the CSE, OTCQB or any other applicable security exchanges, will approve the acquisition of any additional

properties by the Company, whether by way of an option or otherwise, should the Company wish to acquire any additional properties.

mineral property of merit or that such an acquisition would be approved by the TSXV, OTCQB or any other applicable securities exchange

or marketplace.

There is also no guarantee that the TSXV, OTCQB or any other applicable securities exchange or marketplace will approve

the acquisition of any additional properties by the Company, whether by way of an option or otherwise, should the Company wish to acquire

any additional properties.

Company’s operations are dependent on information technology systems that may be subject to network disruptions

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Company is a reporting issuer and reporting requirements under applicable securities laws may increase legal and financial compliance

Company is subject to reporting requirements under applicable securities law, the listing requirements of the CSE, the OTCQB, the SEC

and other applicable securities rules and regulations.

Company is subject to reporting requirements under applicable securities law, the listing and other requirements of the TSXV, the OTCQB,

the SEC and other applicable securities rules and regulations.

Compliance with these requirements can increase legal and financial compliance

costs, make some activities more difficult, time-consuming or costly, and increase demand on existing systems and resources.

other things, the Company is required to file annual, quarterly and current reports with respect to its business and results of operations

things, the Company is required to file annual, quarterly and current reports with respect to its business and results of operations

and maintain effective disclosure controls and procedures and internal controls over financial reporting.

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with these requirements in the future, which would increase its costs and expenses.

Related to the Common Shares

Company’s Common Share price may be volatile and as a result, investors could lose all or part of their investment.

Related to the Company’s Common Stock

Company’s common stock price may be volatile and as a result, investors could lose all or part of their investment.

addition to volatility associated with equity securities in general, the value of an investor’s investment could decline due to

the impact of any of the following factors upon the market price of the Common Shares:

the impact of any of the following factors upon the market price of the Company’s common stock:

disappointing

results from the Company’s exploration efforts;

in demand for its Common Shares;

in demand for its common stock;

revisions in securities analysts’ estimates or changes in general market conditions;

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economic trends.

Company’s Common Share price on the CSE has experienced significant price and volume fluctuations.

Company’s common stock price on the TSXV has experienced significant price and volume fluctuations.

Stock markets in general have

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These fluctuations

are often unrelated to operating performance and may adversely affect the market price of the Common Shares.

are often unrelated to operating performance and may adversely affect the market price of the common stock.

As a result, an investor

may be unable to sell any Common Shares such investor acquires at a desired price.

future sales under Rule 144 may depress the market price for the Company’s Common Shares.

may be unable to sell any common stock such investor acquires at a desired price.

future sales under Rule 144 may depress the market price for the Company’s common stock.

general, under Rule 144, a person who has satisfied a minimum holding period of between 6 months and one-year and any other applicable

requirements of Rule 144 may thereafter sell such shares publicly.

A significant number of the Company’s currently issued and

outstanding Common Shares held by existing shareholders, including officers and directors and other principal shareholders, are currently

A significant number of the Company’s currently issued and outstanding

shares of common stock held by existing shareholders, including officers and directors and other principal shareholders, are currently

eligible for resale pursuant to and in accordance with the provisions of Rule 144.

The possible future sale of the Company’s common

Shares by its existing shareholders, pursuant to and in accordance with the provisions of Rule 144, may have a depressive effect on the

price of its Common Shares in the over-the-counter market.

Company’s Common Shares are currently deemed a “penny stock”, which may make it more difficult for investors to sell

their Common Shares.

stock by its existing shareholders, pursuant to and in accordance with the provisions of Rule 144, may have a depressive effect on the

price of its common stock in the over-the-counter market.

Company’s common stock is currently deemed a “penny stock”, which may make it more difficult for investors to sell

their shares of Company common stock.

SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price less than

$5.00 per Common Share or an exercise price of less than $5.00 per Common Share, subject to certain exceptions.

The Company’s s

securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons

other than established customers and “accredited investors”.

The term “accredited investor” refers generally

to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000, exclusive of their principal

residence, or annual income exceeding $200,000 or $300,000 jointly with their spouse.

The penny stock rules require a broker-dealer,

prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a

form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.

broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer

and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s

$5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.

The Company’s s securities are

covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than

established customers and “accredited investors”.

The term “accredited investor” refers generally to institutions

with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000, exclusive of their principal residence,

or annual income exceeding $200,000 or $300,000 jointly with their spouse.

The penny stock rules require a broker-dealer, prior to a

transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared

by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.

The broker-dealer

also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its

salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s

The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer

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The Company believes that the penny stock rules may discourage

investor interest in and limit the marketability of its Common Shares.

Company has never paid dividends on its Common Shares.

Company has not paid dividends on its Common Shares to date, and it does not expect to pay dividends for the foreseeable future.

Company intends to retain its initial earnings, if any, to finance its operations.

Any future dividends on Common Shares will depend

upon the Company’s earnings, its then-existing financial requirements, and other factors, and will be at the discretion of the

investor interest in and limit the marketability of its common stock.

Company has never paid dividends on its common stock.

Company has not paid dividends on its common stock to date and does not expect to pay dividends for the foreseeable future.

intends to retain its initial earnings, if any, to finance its operations.

Any future dividends on common stock will depend upon the

Company’s earnings, its then-existing financial requirements, and other factors, and will be at the discretion of the Company’s

board of directors.

has adopted sales practice requirements, which may also limit an investor’s ability to buy and sell the Company’s common

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FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy the Company’s

Common Shares, which may limit an investor’s ability to buy and sell its stock and have an adverse effect on the market for the

Common Shares.

interests in the Company will be diluted and investors may suffer dilution in their net book value per share of Common Shares if the

Company issues additional employee/director/consultant options or if the Company sells additional Common Shares and/or warrants to finance

common stock, which may limit an investor’s ability to buy and sell its stock and have an adverse effect on the market for the

common stock.

interests in the Company will be diluted and investors may suffer dilution in their net book value per share of common stock if the Company

issues additional employee/director/consultant options or if the Company sells additional shares of common stock and/or warrants to finance

its operations.

order to further expand the Company’s operations and meet its objectives, any additional growth and/or expanded exploration activity

will likely need to be financed through sale of and issuance of additional Common Shares, including, but not limited to, raising funds

to explore the Mine.

Furthermore, to finance any acquisition activity, should that activity be properly approved, and depending on the

outcome of its exploration programs, the Company likely will also need to issue additional Common Shares to finance future acquisitions,

growth, and/or additional exploration programs of any or all of its projects or to acquire additional properties.

The Company will also

in the future grant some or all of its directors, officers, and key employees and/or consultants options to purchase Common Shares

as non-cash incentives.

The issuance of any equity securities could, and the issuance of any additional Common Shares will, cause the

Company’s existing shareholders to experience dilution of their ownership interests.

the Company issues additional Common Shares or decides to enter into joint ventures with other parties in order to raise financing through

the sale of equity securities, investors’ interests in the Company will be diluted and investors may suffer dilution in their net

book value per share of Common Shares depending on the price at which such securities are sold.

issuance of additional shares of Common Shares may negatively impact the trading price of the Company’s securities.

Company has issued Common Shares in the past and will continue to issue Common Shares to finance its activities in the future.

newly issued or outstanding options, warrants, and broker warrants to purchase Common Shares may be exercised, resulting in the issuance

of additional Common Shares.

Any such issuance of additional Common Shares would result in dilution to the Company’s shareholders,

and even the perception that such an issuance may occur could have a negative impact on the trading price of the Common Shares.

Common Shares could be influenced by research and reports that industry or securities analyst may be published.

trading market for the Common Shares could be influenced by research and reports that industry and/or securities analysts may publish

about the Company, its business, the market or its competitors.

The Company does not have any control over these analysts and cannot

assure that such analysts will cover the Company or provide favorable coverage.

will likely need to be financed through sale and issuance of additional common stock, including, but not limited to, raising funds to

explore the Mine.

Furthermore, to finance any acquisition activity, should that activity be properly approved, and depending on the outcome

of its exploration programs, the Company likely will also need to issue additional common stock to finance future acquisitions, growth,

and/or additional exploration programs of any or all of its projects or to acquire additional properties.

The Company will also in the

future grant some or all of its directors, officers, and key employees and/or consultants options to purchase common stock as non-cash

The issuance of any equity securities could, and the issuance of any additional shares of common stock will, cause the Company’s

existing shareholders to experience dilution of their ownership interests.

the Company issues additional shares of common stock or decides to enter into joint ventures with other parties in order to raise financing

through the sale of equity securities, investors’ interests in the Company will be diluted and investors may suffer dilution in

their net book value per share, depending on the price at which such securities are sold.

issuance of additional shares of common stock may negatively impact the trading price of the Company’s securities.

Company has issued common stock in the past and will continue to issue common stock to finance its activities in the future.

newly issued or outstanding options, warrants, and broker warrants to purchase shares of common stock may be exercised, resulting in

the issuance of additional common stock.

Any such issuance of additional common stock would result in dilution to the Company’s

shareholders, and even the perception that such an issuance may occur could have a negative impact on the trading price of the common

Company’s common stock could be influenced by research and reports that industry or securities analysts may be published.

trading market for the Company’s common stock could be influenced by research and reports that industry and/or securities analysts

may publish about the Company, its business, the market or its competitors.

The Company does not have any control over these analysts

and cannot assure that such analysts will cover the Company or provide favorable coverage.

If any of the analysts who may cover the Company’s

business change their recommendation regarding the Company’s stock adversely, or provide more favorable relative recommendations

business adversely change their recommendation regarding the Company’s stock, or provide more favorable relative recommendations

about its competitors, the stock price would likely decline.

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cause the stock price or trading volume to decline.

Company is subject to the continued listing or trading criteria of the CSE and the OTCQB, and its failure to satisfy these criteria may

result in delisting or removal of trading of its Common Shares from the CSE and the OTCQB.

Company’s Common Shares are currently listed for trading on the CSE and quoted on the OTCQB.

Company is subject to the continued listing or trading criteria of the TSXV and the OTCQB, and its failure to satisfy these criteria

may result in delisting or removal of trading of its common stock from the TSXV and the OTCQB.

Company’s common stock is currently listed for trading on the TSXV and quoted on the OTCQB.

In order to maintain the listing on

the CSE and the quotation on the OTCQB or any other securities exchange the Company may trade on, the Company must maintain certain financial

the TSXV and the quotation on the OTCQB or any other securities exchange or marketplace, the Company must maintain certain financial

and share distribution targets, including maintaining a minimum number of public shareholders.

In addition to objective standards, these

exchanges may delist the securities of any issuer if, in the exchange’s opinion:

its financial condition and/or operating results

appear unsatisfactory;

if it appears that the extent of public distribution or the aggregate market value of the security has become

so reduced as to make continued listing inadvisable;

if the Company sells or disposes of its principal operating assets or ceases to

be an operating company;

exchanges or marketplaces may delist or cease to quote the securities of any issuer if, in the exchange’s opinion, the Company’s

financial condition and/or operating results appear unsatisfactory;

if it appears that the extent of public distribution or the aggregate

market value of the security has become so reduced as to make continued listing inadvisable;

if the Company sells or disposes of its

principal operating assets or ceases to be an operating company;

if the Company fails to comply with the listing requirements;

or if any other event occurs or any condition

exists which, in their opinion, makes continued listing on the exchange inadvisable.

the CSE, the OTCQB or any other exchange or quotation service were to delist or remove the trading of the Common Shares, investors may

face material adverse consequences, including, but not limited to, a lack of trading market for the Common Shares, reduced liquidity,

any other event occurs or any condition exists which, in their opinion, makes continued listing on the exchange inadvisable.

the TSXV, the OTCQB or any other exchange or quotation service were to delist or cease to quote the Company’s common stock, investors

may face material adverse consequences, including, but not limited to, a lack of trading market for the common stock, reduced liquidity,

decreased analyst coverage, and/or an inability for the Company to obtain additional financing to fund its operations.

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activities more time-consuming and burdensome.

UNRESOLVED STAFF COMMENTS

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

What changed 10-K

Item 1A. Risk Factors