Bunker Hill Mining Corp. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on Toronto Stock Exchange Venture under the symbol “BNKR” and on the OTCQB under the symbol “BHLL”. Stockholders As of March 12, 2024, there were approximately 160 stockholders of record of our common stock and, according to our estimates, approximately 500 beneficial owners of our common stock. Unregistered Sales of Securities Warrant Exercise On March 15, 2023, the Company amended the exercise price and the expiry date of 10,416,667 common stock purchase warrants of the Company. The warrants were issued to Teck Resources Limited (“Teck”) on a private placement basis on May 13, 2022, in consideration for the Company’s acquisition of the Pend Oreille process plant. Each warrant entitles the holder thereof to purchase one share of common stock of the Company (each, a “warrant share”) at an exercise price of C$0.37 per warrant share at any time on or prior to May 12, 2025. The Company amended the exercise price of the warrants from C$0.37 to C$0.11 per warrant share and amended the expiry date from May 12, 2025 to March 31, 2023. Following the amendment of the terms of the warrants, Teck exercised all 10,416,667 warrants at an exercise price of C$0.11, for aggregate gross proceeds of approximately C$1,145,834 to the Company. The Company relied on the exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), or Rule 506 of Regulation D, or Regulation S, and in reliance on similar exemptions under applicable state laws, for purposes of the exercise of the warrants. 36 Private Placement of Special Warrants On March 28, 2023, the Company announced the closing of a private placement of special warrants of the Company (the “Special Warrants”) by issuing 51,633,727 Special Warrants at a price of C$0.12 per Special Warrant, for aggregate gross proceeds of C$6,196,047. Each Special Warrant is exercisable, for no additional consideration and with no further action on the part of the holder thereof, into one unit of the Company (each, a “Unit”), subject to customary anti-dilution provisions and a certain penalty provision set forth in the indenture governing the Special Warrants. Each Unit consists of one share of common stock of the Company (each, a “Unit Share”) and one common stock purchase warrant of the Company (each, a “Warrant”). Each whole Warrant entitles the holder thereof to acquire one share of common stock of the Company (a “Warrant Share”) at an exercise price of $0.15 per Warrant Share until March 27, 2026. In consideration for their services in connection with the offering, a cash commission in the amount of $211,461 is payable to the agents. The agents were also issued 2,070,258 compensation options (the “Compensation Options”). Each Compensation Option is exercisable to acquire one unit of the Company (a “Compensation Unit”) at a price of C$0.12 per Compensation Unit for a period of 36 months from March 27, 2023, subject to adjustment in certain events. Each Compensation Unit consists of one share of common stock of the Company and one common stock purchase warrant of the Company (an “Agents’ Compensation Warrant”). Each Agents’ Compensation Warrant entitles the holder thereof to acquire one share of common stock of the Company (an “Agents’ Compensation Warrant Share”) at a price of C$0.15 per Agents’ Compensation Warrant Share until March 27, 2026. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act, or Rule 506 of Regulation D, or Regulation S, and in reliance on similar exemptions under applicable state laws, for purposes of the private placement. Shares of Common Stock Issued in Satisfaction of Interest Payable on Convertible Debentures The Company and Sprott Private Resource Streaming & Royalty Corp. (“Sprott”) entered into (i) six convertible debentures on January 28, 2022 in the aggregate principal amount of $6,000,000 (the “CD1”) and (ii) three convertible debentures on June 17, 2022 in the aggregate principal amount of $15,000,000 (the “CD2” and together with the CD1, the “convertible debentures”). Pursuant to the terms of the convertible debentures, the Company may elect to pay the accrued and unpaid interest due thereunder by issuing shares of common stock of the Company, as opposed to paying cash, at the conversion price set forth therein. On January 10, 2023, the Company issued 6,377,271 shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ended December 31, 2022. On March 31, 2023, the Company issued 9,803,573 shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ended March 31, 2023. On June 23, 2023, the Company issued 3,944,364 shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ended June 30, 2023. On October 11, 2023, the Company issued 5,175,000 shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ended September 30, 2023. On January 9, 2024, the Company issued 7,392,859 shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ended December 31, 2023. The Company relied on the exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, or Rule 506 of Regulation D, or Regulation S, and in reliance on similar exemptions under applicable state laws, for purposes of issuance of the shares in satisfaction of the interest payable under the convertible debentures. Securities Issued Pursuant to Equity Incentive Plans During the fiscal year ended December 31, 2023, the Company issued 10,844,993 restricted stock units (“RSUs”) and nil options to purchase shares of common stock of the Company to directors, employees and consultants under the Company’s equity incentive plans. On May 25, 2023, the Company issued 1,268,183 shares of common stock at a deemed price of C$0.20 for the settlement of RSUs. On May 29, 2023, the Company issued 50,000 shares of common stock at a deemed price of C$0.22 for the settlement of RSUs. On June 1, 2023, the Company issued 2,821,248 shares of common stock at a deemed price of C$0.23 for the settlement of RSUs. On June 2, 2023, the Company issued 888,654 shares of common stock at a deemed price of C$0.26 for the settlement of RSUs. On June 5, 2023, the Company issued 357,735 shares of common stock at a deemed price of C$0.27 for the settlement of RSUs. 37 On June 7, 2023, the Company issued 42,000 shares of common stock at a deemed price of C$0.255 for the settlement of RSUs. On June 7, 2023, the Company issued 339,398 shares of common stock at a deemed price of C$0.245 for the settlement of RSUs. On November 16, 2023, the Company issued 42,000 shares of common stock at a deemed price of C$0.125 for the settlement of RSUs. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act, or Rule 506 of Regulation D, or Regulation S, and in reliance on similar exemptions under applicable state laws, for purposes of the issuance of such securities. Issuer Purchases of Equity Securities None. ITEM 6. [RESERVED] Not Applicable.