What changed in this filing

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Item 9A. Controls and Procedures

2024-03-12 compared with 2023-04-17 · 409 added, 298 removed, 252 unchanged (74% of the section changed)

13 unchanged sentences

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.

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, 2023.

Control Over Financial Reporting

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

including the CEO and CFO, does not expect that the Company’s disclosure controls, 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.

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 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.

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 CEO and CFO, the Company’s management

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

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

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

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

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

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

Based on that evaluation, the Company’s

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

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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

over financial reporting as of December 31, 2023 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, 2023.

in Disclosure Controls and Procedures and Internal Control Over Financial Reporting

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actions were fully implemented and executed during the year ended December 31, 2023, 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.

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.

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 2023;

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 7

10 unchanged sentences

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.

Ash was a Partner from 2015 to 2018 at Barrick Gold Corp.

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

employed there between 2009 and 2018.

This includes three years as General Manager of the Lumwana Copper Mine in Zambia (2016–2018),

Technical Support Manager to Barrick’s Copper Business Unit (2014–2016), General Support Manager on the Cortez Mine in Nevada

(2012–2014) and Chief Engineer leading the roll-out of new Underground Mining standards in the USA and Tanzania (2011–2012).

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.

(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

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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.

Chief Operating Officer of Barrick (2015–2018) and the company’s Executive Envoy to Tanzania (2017–2018), he has also

served as Chief Executive Officer of the Afghan Gold and Minerals Company (2010-2014), non-executive director of Trevali Mining Corporation

(2019–2022) and as a non-executive director of Gem Diamonds Limited (2007–2015).

Prior to his commercial mining experience,

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.

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

Gerbrand is an experienced mining company

CFO with over 20 years of mining industry experience.

From May 2020 to October 2023, Mr.

van Heerden served as the Chief Financial Officer

of BMC Minerals Limited.

From November 2017 to May 2020, he served in various roles at Trevali Mining Corporation, including as Chief

Financial Officer and Senior Vice President of Business Development/Finance.

From March 2013 to October 2017, Mr.

van Heerden served

as the Chief Financial Officer of Rosh Pinah Zinc Corporation (Proprietary) Limited, a subsidiary of Glencore Plc.

From October 2005

to March 2013, he served in various roles at Metorex Limited, including as General Manager of Metorex Commercial Services, a finance

executive, and as Group Financial Controller.

van Heerden started his professional career as a Tax and Assurance Manager with Deloitte.

He is a CPA registered with the Chartered Professional Accountants of British Columbia and a CA(SA) registered in South Africa and holds

a Bachelor of Commerce (Honors) Degree in Accounting from the University of Johannesburg.

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;

former polymetallic commodity specialist with Anglo American plc, Dr.

Cruise founded and was Chief Executive Officer of Trevali

Mining Corporation.

Under his leadership, from 2007 to 2019, the company grew from an initial discovery into a global

zinc-lead-silver producer with operations in the Americas and Africa.

Cruise currently serves as a non-executive director of

Velocity Minerals Ltd.

(since 2017), NiCAN Ltd (since 2022), Interra Copper Corp (sine 2023) and Volta Metals Ltd.

(since 2023).

previously served as COO, CEO, and director of New Pacific Metals Corp.

(2020–2022), a non-executive director of Abzu

Resources (2010–2011), Prism Resources Inc.

(2016–2019), Ethos Gold Corporation (2010–2015), and Tincorp Metals

(formerly Whitehorse Gold Corp.) (2020–2022).

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

Since February 2023, she has been Vice President, General Counsel and Corporate Secretary of Ivanhoe Electric Inc.

was Senior Vice President, General Counsel and Corporate Secretary for Nevada Copper Corp.

from May 2019 to January 2023 and Associate

General Counsel for Tahoe Resources Inc.

from 2015 until it was acquired by Pan American Silver Corp.

She also served as a non-executive

director of Century Lithium Corporation (2021–2023).

Before this, she worked for the Attorneys General of California (2001–2005)

and Nevada (2011–2015), as Deputy and Senior Deputy Attorney General, and as a partner in Watson Rounds PLC (now Brownstein Hyatt

Farber Schreck LLP) (2005–2011).

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

the State Bar of California in 1999;

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.

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.

Court of Appeals and Federal Circuit in 2007.

Hall currently serves as a director of the Company.

Since August 2016, he has been a partner in Valuestone Advisors 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.

From 2007 to 2011, 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.

Since 2014 Mr.

Hall has been 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.

Hall currently serves as a non-executive director of New Pacific Metals Corp.

and Arcland Resources Inc (since 2023, and he previously served as a non-executive director of Nova Canada Enterprises (2001–2004),

Stepstone Enterprises Ltd.

(2001–2004), Kona Bay Technologies Inc.

(2004–2020), CY Oriental Holdings Ltd.

Baikal Forest Corp.

(2011–2012), Hylands International Holdings Inc.

(2013–2016), Nanotech Security Corp.

and Bexar Ventures Inc.

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

Beijing University and Beijing Language Institute.

Saxton is an experienced mining company executive and director.

She has served on the Board of Timberline Resources Corporation

and as Audit Committee Chair since May 2021 and was a Board Member and Audit Committee Chair at Pershing Gold Corporation from 2017 to

She also has served on the Board of Aquila Resources Inc.

from 2019 to 2021 and served on a North American Advisory Board for Damstra

Technology – Damstra Holdings Limited from 2021 to 2022.

As an executive, she served as Executive Vice President and CFO for Thompson

Creek Metals Company (2008–2016) and as CFO for NewWest Gold Corporation (2006-2007).

Having started her professional life working

as an auditor for Arthur Andersen in Denver, Colorado, 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.

Saxton is qualified to serve on

the Board by virtue of her expertise in finance, accounting and auditing matters.

Smith is the former Head of Strategy at Glencore (LON:

GLEN) (2011–2020), and CFO of the DRC-based Glencore subsidiary

Katanga Mining (2019–2020).

He is currently Managing Partner at Voltaire Minerals Partners, a Swiss-based critical metals advisory

business (since October 2022), a non-executive director at Seadrill (NYSE:

SSDRL) (since November 2021) and a director at Echion Technologies

Ltd (since August 2021).

He trained as an accountant before working as an investment banker at Close Brothers and Credit Suisse.

based in Zug, Switzerland and leads the Growth Committee of the board of directors of the Company.

Relationships

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work related to the Company.

Principal Position

Non-qualified

Gerbrand van Heerden Chief Financial Officer

David Wiens (2)

Chief Financial Officer

John Ryan (5)

Former Chief Executive Officer

Former Chief Financial Officer

Richard Williams

1 unchanged sentence

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.

November 2022, 3,378,548 RSUs were issued to officers of the Company.

These RSUs 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.

June 2023, 2,742,405 RSUs were issued to officers of the Company.

These RSUs are calculated using a share price of C$.024 on the

applicable grant date and vested immediately.

July 2023, 4,832,600 RSUs were issued to officers of the Company.

These RSUs are calculated using a share price of C$.023 on the

applicable grant date and will vest in one third increments on March 31, 2024, March 31, 2025, and March 31, 2026.

Wiens resigned as the Company’s CFO on October 31, 2023.

van Heerden became the Company’s CFO on November 1, 2023.

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.

June 01, 2023, 2,742,405 RSUs were issued to officers of the Company.

These RSUs vested immediately.

July 04, 2023, 4,832,600 RSUs were issued to officers of the Company.

These RSUs will vest in one third increments on March 31, 2024,

March 31, 2025, and March 31, 2026.

November 17, 2022, 3,378,548 RSUs were issued to officers of the Company.

These RSUs 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, 2023, for each of the named executive officers.

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

9 unchanged sentences

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

Gerbrand van Heerden

Richard Williams (1)

of December 31, 2023, Richard Williams held 3,750,000 vested DSU’s and 1,250,000 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.

Incentives and Compensation Plans

part of its overall compensation, the Company provides for time-based RSUs, DSUs and options (“Options,” and collectively

with RSUs and DSUs, “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”.

17 unchanged sentences

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.

incentives consist of DSUs, RSUs, 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.

These incentives 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.

16 unchanged sentences

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.

August 4, 2023, the shareholders of the Company approved the Amended and Restated Restricted Stock Unit Incentive Plan of the Company

(the “RSU Plan”).

Pursuant to the RSU Plan, restricted stock units (“RSUs”) of the Company have been reserved

for purposes of possible future issuances, with each RSU representing the right to receive one share of Company common stock.

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

maximum number of shares of common stock available for issuance under the RSU Plan is 26,581,075, 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.

number of share of common stock to be issued under the RSU Plan shall not exceed 10% of the total number of the issued and outstanding

shares of common stock as of July 5, 2023.

the event that an RSU Award is settled in cash, forfeited, surrendered, cancelled or otherwise terminated, the shares of common stock

reserved for issuance in connection with such RSU Award will be returned to the pool of available common stock 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 are subject to a minimum vesting period of one year, with certain exceptions.

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

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

on August 4, 2023, the shareholders of the Company approved the Bunker Hill Mining Corp.

Amended and Restated Stock Option Plan (the

“Option Plan”).

Under the Option Plan, shares of 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.

of the Option 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 Optionees;

(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 Option Plan:

aggregate maximum number of shares of common stock available for issuance under the Option

Plan is 10% of the outstanding common stock at any given time, subject to adjustment of such

number pursuant to the terms of the Option Plan.

Any shares of common stock subject to an

option which has been granted under the Option Plan and which has been surrendered, terminated,

or expired without being exercised, in whole or in part, will again be available under 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 common stock on

the principal stock exchange(s) upon which the common stock is listed and posted for trading

on the trading day immediately preceding the day of the grant of the option, less the applicable

discount permitted by the TSX Venture Exchange, if any.

granted to persons conducting Investor Relations Activities (as defined in the Option 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 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 Option Plan.

the event that a take-over bid or issuer bid is made for all or any of the issued and outstanding

common stock, then the Board may, by resolution, permit all options outstanding to become

immediately exercisable in order to permit shares of common stock issuable under such options

to be tendered to such bid.

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

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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.

(A) the number of vested DSUs elected to be redeemed multiplied by (B) the fair market value of the Company’s common

stock 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.

(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:

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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 Company’s common stock no longer be publicly traded at the relevant time such that the fair market value of the common

stock 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 share of common stock 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

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following table provides a summary of compensation paid to directors during the year ended December 31, 2023.

Earned or Paid in Cash

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

Fees Earned or Paid in Cash

Incentive Plan

Richard Williams

Cassandra Joseph

granted to Dickson Hall, Mark Cruise, Pam Saxton, and Cassandra Joseph are calculated using a share price of C$0.23 on the

applicable grant date.

granted to Paul Smith are calculated using a share price of C$0.22 on the applicable grant date.

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

and Executive Officers

following table sets forth the number of shares of Bunker Hill common stock owned beneficially by each director and named executive officer

of the Company as of March 5, 2024 (unless another date is specified by footnote below), and by all current directors and executive

officers of Bunker Hill as a group:

Amount and Nature of

Beneficial Ownership *

Name of Individual or Group (a)

Richard Williams, Executive Chairman

8,934,194 (c)

Sam Ash, CEO and Director

4,551,713 (d)

David Wiens, Former CFO

3,770,626 (e)

Cassandra Joseph, Director

Dickson Hall, Director

Pamela Saxton, Director

Mark Cruise, Director

Gerbrand Van Heerden, CFO

Paul Smith, Director

Current Directors and Executive Officers as a Group (a total of 8 persons)

otherwise indicated, each person listed has the sole power to vote and dispose of the shares

Pursuant to Rule 13d-3 under the Exchange Act, beneficial ownership includes shares

as to which the individual or entity has or shares voting power or investment power, and

any shares that the individual or entity has the right to acquire within 60 days of March

5, 2024, including through the exercise of any option, warrant, or right.

For each individual

or entity that holds options, warrants or rights to acquire shares, the shares of Bunker

Hill common stock underlying those securities are treated as owned by that holder and as

outstanding shares when that holder’s percentage ownership of Bunker Hill common stock

is calculated.

That Bunker Hill common stock is not treated as outstanding when the percentage

ownership of any other holder is calculated.

percent of class owned is less than 1%.

as otherwise indicated below, the address and telephone number of each of these persons is

c/o Bunker Hill Mining Corp., 82 Richmond Street East, Toronto, Ontario M5C 1P1, Canada and

(416) 477-7771, respectively.

on a total of 330,054,341 shares of Bunker Hill common stock outstanding as of March 5,

(i) 3,529,064 shares of common stock, (ii) 3,957,659 shares subject to stock options exercisable

within 60 days of March 5, 2024, (iii) 547,619 shares subject to warrants exercisable within

60 days of March 5, 2024, and (iv) 899,852 shares subject to RSUs convertible within 60

days of March 5, 2024.

(i) 2,550,877 shares of common stock, (ii) 988,503 shares subject to warrants exercisable

within 60 days of March 5, 2024, and (iii) 1,012,333 shares subject to RSUs convertible