What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-07-30 compared with 2024-05-09 · 125 added, 78 removed, 93 unchanged (69% of the section changed)

17 unchanged sentences

No statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results.

Company was incorporated under the laws of the State of Nevada, U.S.A on February 20, 2007 under the name Lincoln Mining Corp.

11, 2010, the Company changed its name to Liberty Silver Corp and subsequently, on September 29, 2017, the Company changed its name to

Bunker Hill Mining Corp.

The Company was incorporated under the laws of the State of Nevada, U.S.A on February 20, 2007, under the name Lincoln

On February 11, 2010, the Company changed its name to Liberty Silver Corp and subsequently, on September 29, 2017, the Company

changed its name to Bunker Hill Mining Corp.

The Company’s registered office is located at 1802 N.

Carson Street, Suite 212, Carson City Nevada 89701,

and its head office is located at 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1, and its telephone number is 416-477-7771.

Carson Street, Suite 212, Carson

City Nevada 89701, and its head office is located at 300-1055 West Hastings Street Vancouver, British Columbia, V6E 2E9, and its telephone

number is 604.417.7952.

The Company’s website is www.bunkerhillmining.com.

Information appearing on the website is not incorporated by reference into this

Company’s sole focus is the development and restart of its 100% owned flagship asset, the Bunker Hill mine (the “Bunker Hill

Mine” or the “Mine”) in Idaho, USA.

The Mine remains the largest single producing mine by tonnage in the Silver Valley

region of northwest Idaho, producing over 165 million ounces of silver and 5 million tons of base metals between 1885 and 1981.

Hill Mine is located within Operable Unit 2 of the Bunker Hill Superfund site (EPA National Priorities Listing IDD048340921), where cleanup

activities have been completed.

Company was incorporated for the initial purpose of engaging in mineral exploration activities at the Mine.

Information appearing on the website is not incorporated

by reference into this report.

The Company’s primary focus is the development and restart of its 100% owned flagship asset, the Bunker Hill

mine (the “Bunker Hill Mine” or the “Mine”) in Kellogg, Idaho, USA.

The Mine remains the largest single producing

mine by tonnage in the Silver Valley region of northwest Idaho, producing over 165 million ounces of silver and 5 million tons of base

metals between 1885 and 1981.

The Bunker Hill Mine is located within Operable Unit 2 of the Bunker Hill Superfund site (EPA National Priorities

Listing IDD048340921), where cleanup activities have been completed.

The Company was incorporated for the initial purpose of mineral exploration at the Mine.

The Company has moved into

the development stage concurrent with (i) purchasing the Mine and a process plant, (ii) completing successive technical and economic

studies, including a Prefeasibility Study, (iii) delineating mineral reserves, and (iv) conducting the program of activities outlined

the development stage concurrent with (i) purchasing the Mine and a process plant, (ii) completing successive technical and economic studies,

including a Prefeasibility Study, (iii) delineating mineral reserves, and (iv) commencing the construction of the facilities required

to move into commissioning in December of 2024.

The Company also initiated a resource expansion and exploration drilling program in support of the staged restart

This limited and precise program is fully funded within the existing restart budget.

The program includes 8,975 feet of core to

be drilled from underground to further define and expand the existing resource.

The initial drill targets are in close proximity to where

the initial mining phase will take place.

of Operations

following discussion and analysis provide information that is believed to be relevant to an assessment and understanding of the results

of operation and financial condition of the Company for the three months ended March 31, 2024 and March 31, 2023.

Unless otherwise stated,

all figures herein are expressed in U.S.

of operation and financial condition of the Company for the three and six months ended June 30, 2024, and June 30, 2023.

Unless otherwise

stated, all figures herein are expressed in U.S.

dollars, which is the Company’s functional currency.

of the three months ended March 31, 2024 and 2023

the three months ended March 31, 2024, and 2023, respectively, the Company generated no revenue.

the three months ended March 31, 2023, and 2022, the Company reported total operating expenses of $3,787,631 and $2,185,488, respectively.

increase in total operating expenses was primarily due to increase in the volume of transactions as the mine continues to develop.

Operation and administration expenses increased by $1,018,781 ($1,898,773 for the three months ended March 31, 2024, compared to

$879,992 for the three months ended March 31, 2023).

Legal and accounting fees increased by $411,55 3 ($946,464 for the three months

ended March 31, 2024, compared to $534,911 for the three months ended March 31, 2023) primarily because of the Company’s

uplisting from the Canadian Stock Exchange to the Toronto Stock Exchange Venture which occurred in September of 2023.

Consulting and wages increased by $171,809

($942,394 for the three months ended March 31, 2024, compared to $770,585 for the three months ended March 31, 2023) also increased

to increased head count as the Bunker Hill Mine moves towards production.

of the three and six months ended June 30, 2024 and 2023

the three and six months ended June 30, 2024, and 2023, respectively, the Company generated no revenue.

the three months ended June 30, 2024, and 2023, the Company reported total operating expenses of $4,150,114 and $3,336,973,

respectively.

The increase in total operating expenses was primarily due to increase in the volume of transactions and head count

associated with construction of the process plant commencing in the quarter.

The company continues to move closer to

the six months ended June 30, 2024, and 2023, the Company reported total operating expenses of $7,937,745 and $5,522,461,

respectively.

The increase in total operating expenses was primarily due to increase in the volume of transactions and head count

associated with construction of the process plant commencing in the six months ended June 30, 2024.

The company continues to move

closer to production.

Income and Comprehensive Income

Company had net loss of $5,582,036 for the year three months ended March 31, 2024 (compared to net income of $1,791,147 for the three

months ended March 31, 2023).

In addition to the increase in operating expenses (as described above), net loss for the three months ended

March 31, 2024 was impacted by increase in interest expense of $759,106 ($2,083,735 and $1,324,629 for the three months ended March 2024

and 2023 respectively), a decrease in change in derivative liability of $4,490,517 (loss of $263,943 for the three months ended March

31, 2024 compared to a gain of $4,226,574 for the three months ended March 31, 2023), driven by a proportionally greater decline in the

Company’s share price in Q1 2023 relative to Q1 2024.

Additionally, a loss on fair value of the convertible debenture of $263,943

was recognized for the three months ended March 31, 2024, compared to a gain of $4,226,574 for the three months ended March 31, 2024.

The three months ended March 31, 2024, also includes $217,000 ($nil for the three months ended March 31, 2023) loss on revaluation of

the stream debenture due to updated key assumptions such as commodity prices.

Net loss for the three months ending March 31, 2024, includes

a deferred tax recovery of $699,920 and interest income of $291,330 compared to $nil and $nil respectively for three months ended March

Additionally, net loss for the three months ended March 31, 2024, includes $nil of financing costs compared to $576,751 for

the three months ended March 31, 2023.

Company had comprehensive loss of $5,293,664 for the three months ended March 31, 2024 (comprehensive income of $2,598,159 for the month

three ended March 31, 2023).

Comprehensive income for the three months ended March 31, 2024, is inclusive of a $288,372 gain on change

in fair value on own credit risk ($807,012 for the three months ended March 31, 2023).

Company had net loss of $3,902,404 for the year three months ended June 30, 2024 (compared to net loss of $16,857,782 for the three months

ended June 30, 2023).

In addition to the increase in operating expenses (as described above), net loss for the three months ended June

30, 2024 was impacted by an increase in interest expense of $788,448 ($2,176,868 and $1,388,420 for the three months ended June 30, 2024

and 2023 respectively), a decrease in financing costs, $nil of financing costs for the three months ended June 30, 2024 compared to $524,130

for the three months ended June 30, 2023 and $nil of gain on debt settlement for the three months ended June 30, 2024 compared to $7,117,420

of gain on debt settlement relating to the conversion of royalty convertible debenture into a royalty during the three months ended June

The loss in the current period is lower than the comparable period because of a decrease in the loss due change in derivative

liability of $12,895,159 (loss of $351,402 for the three months ended June 30, 2024 compared to a loss of $13,246,561 for the three months

ended June 30, 2023), which was driven by a proportionally greater appreciation in the Company’s share price in Q2 2023 relative

Additionally, a loss on fair value of the convertible debenture of $498,263 was recognized for the three months ended June

30, 2024, compared to a loss of $1,884,232 for the three months ended June 30, 2023.

Additionally, the three months ended June 30, 2024,

includes $2,748,000 ($nil for the three months ended June 30, 2023) gain on revaluation of the stream debenture due to updated key assumptions

such as commodity prices.

Net loss for the three months ending June 30, 2024, includes a deferred tax recovery of $504,798 compared to

deferred tax expense of $3,508,741 for the three months ended June 30, 2023.

Company had a net loss of $9,484,440 for the year six months ended June 30, 2024 (compared to a net loss of $15,066,635 for the six

months ended June 30, 2023).

In addition to the increase in operating expenses (as described above), net loss for the six months

ended June 30, 2024 was impacted by an increase in interest expense of $1,547,554 ($4,260,603 and $2,713,049 for the six months

ended June 30, 2024 and 2023 respectively), a decrease in financing costs, $nil of financing costs for the six months ended June 30,

2024 compared to $1,100,881 for the six months ended June 30, 2023 and $nil of gain on debt settlement for the six months ended June

30, 2024 compared to $7,117,420 of gain on debt settlement relating to the conversion of royalty convertible debenture into a

royalty during the six months ended June 30, 2023.

The loss in the current period is lower than the comparable period because of a

decrease in the loss due change in derivative liability of $8,404,642 (loss of $615,345 for the six months ended June 30, 2024

compared to a loss of $9,019,987 for the six months ended June 30, 2023), which was driven by a proportionally greater appreciation

in the Company’s share price in first six months of 2023 relative to first six months of 2024.

Additionally, the six months

ended June 30, 2024, includes $2,531,000 ($nil for the six months ended June 30, 2023) gain on revaluation of the stream debenture

due to updated key assumptions such as commodity prices.

Net loss for the six months ending June 30, 2024, includes a deferred tax

recovery of $1,204,718 compared to deferred tax expense of $3,508,741 for the six months ended June 30, 2023.

Company had comprehensive loss of $3,426,642 and $8,720,306 for the three and six months ended June 30, 2024, respectively (comprehensive

loss of $17,231,197 and $14,633,038 for the month three and six ended June 30, 2023, respectively).

Comprehensive (loss) income for the

three and six months ended June 30, 2024, is inclusive of a $475,762 and $764,134 gain on change in fair value on own credit risk (loss

of $373,415 and income of $433,597 for the three and six months ended June 30, 2023, respectively).

and Capital Resources

Assets and Total Assets

of March 31, 2024, the Company had total current assets of $20,863,546, compared to total current assets of $27,176,997 at December 31,

of June 30, 2024, the Company had total current assets of $9,624,431, compared to total current assets of $27,176,997 at December 31,

2023 – a decrease of $17,552,566;

and total assets of $63,831,898, compared to total assets of $61,989,678 at December 31, 2023

– an decrease of $340,650.

During the three months ended March 31, 2024, the Company’s current assets decreased due to cash

– a increase of $1,842,220.

During the six months ended June 30, 2024, the Company’s current assets decreased due to cash

expenditures on the process plant, purchasing of equipment and additions to the Bunker Hill Mine.

Total assets remained constant as the

increase in property plant and equipment was offset by the decrease in cash.

Total assets increased slightly constant

as the increase in property plant and equipment was offset mostly by the decrease in cash.

Liabilities and Total Liabilities

of March 31, 2024, the Company had total current liabilities of $12,201,846 and total liabilities of $92,467,400, compared to total current

of June 30, 2024, the Company had total current liabilities of $18,688,789 and total liabilities of $97,242,585, compared to total current

liabilities of $7,472,326 and total liabilities of $88,356,840 at December 31, 2023.

3 unchanged sentences

Capital and Shareholders’ Deficit

of March 31, 2024, the Company had working capital of $8,661,700 and a shareholders’ deficiency of $30,818,372 compared to a working

capital of $19,704,671 and a shareholders’ deficiency of $26,367,162 as of December 31, 2023.

The working capital balance decreased

during the three months ended March 31, 2024, primarily due to cash expenditures on the process plant, purchasing of equipment, and additions

to the Bunker Hill Mine.

The shareholders’ deficiency increased primarily due to the net loss in the 2024 quarter.

the three months ended March 31, 2024, the Company had a net cash decrease of $6,418,054, primarily due to cash expenditures on the process

of June 30, 2024, the Company had working capital deficit of $9,064,358 and a shareholders’ deficiency of $33,410,687 compared

to a working capital of $19,704,671 and a shareholders’ deficiency of $26,367,162 as of December 31, 2023.

The working capital

balance decreased during the six months ended June 30, 2024, primarily due to cash expenditures on the process plant, purchasing of equipment,

and additions to the Bunker Hill Mine.

The shareholders’ deficiency increased primarily due to the net loss in the six months ended

June 30, 2024.

the six months ended June 30, 2024, the Company had a net cash decrease of $18,564,172, primarily due to cash expenditures on the process

plant, purchasing of equipment, and additions to the Bunker Hill Mine.

April 1, 2024, the Company granted 2,527,888 DSUs to certain members of the board of directors of the Company.

The DSUs vested immediately.

On April 1, 2024, the Company appointed Brenda Dayton as its Vice President

Investor Relations.

April 4, 2024, the Company issued 6,398,439 shares of common stock in connection with its election to satisfy interest payments under

the outstanding convertible debentures for the three months ending March 31, 2024.

April 5, 2024, the $2,001,000 letter of credit, in place to secure the environment protection agency cost recovery payable was returned

to the Company and cancelled.

As a result of this transaction the restricted cash balance was decreased by $2,001,000 (from $6,476,000

to $4,475,000) and the cash and cash equivalents was increased by the corresponding amount.

April 16, 2024, the Company issued 100,000 shares to a member of the executive team for the vesting of RSUs.

On April 30, 2024, the Company received approval to commence construction

from the Idaho Department of Environmental Quality (IDEQ, Air Quality Division) in accordance with IDAPA 58.01.01.213, Rules for the Control

of Air Pollution in Idaho.

The Company will continue to work with IDEQ regarding issuance of the full Air Permit.

Financing Term Sheet

On June 7, 2024, The Company signed a non-binding term sheet with Monetary

to provide financing in the form of a silver loan (the “Loan”) of up to 1.2 million ounces of silver in support

of the re-start and ongoing development of the Bunker Hill Mine.

The Loan will be for a term of three years, secured against the Company’s

assets and repayable in silver ounces.

The Loan will bear interest at the rate of 15% per annum, payable in silver ounces on the last

day of each quarterly interest period.

The Loan is expected to close in August 2024.

Results and Amendments to Equity Compensation Plans

Company held its Annual General Meeting (the “Meeting”) on June 20, 2024.

The nominees for the Board of Directors listed

in the Company’s management information circular dated July 6, 2023 (the “Circular”), being (i) Sam Ash, (ii) Mark

Cruise, (iii) Dickson Hall, (iv) Pamela Saxton, (v) Paul Smith and (vi) Richard Williams, were elected to the board of directors of the

Company (the “Board”) to hold office until the next annual meeting of shareholders or until their successors are duly appointed

addition, at the Meeting, the shareholders of the Company approved:

(ii) the re-appointment of MNP LLP Chartered Professional Accountants

as auditor of the Company for the ensuing year;

(ii) the Company’s amended and restated stock option plan (the “Amended and

Restated Stock Option Plan”);

and (iii) the Company’s amended and restated restricted stock unit incentive plan (the “Amended

and Restated RSU Plan” and, together with the Stock Option Plan, the “Security Based Compensation Plans”).

Amended and Restated Stock Option Plan is a rolling plan meaning that the maximum number of Common Shares issuable thereunder is 10%

of the issued and outstanding Common Shares (on a non-diluted basis) at the time of the grant of options.

Amended and Restated RSU Plan is a fixed plan meaning the maximum number of Common Shares issuable thereunder is fixed at 33,909,921,

being 10% of the issued and outstanding Common Shares (on a non-diluted basis as at May 8, 2024.

information regarding the Security Based Compensation Plans, including details regarding the amendments, can be found in the Circular

posted on Bunker Hill’s SEDAR+ profile at www.sedarplus.ca.

July 8, 2024, the Company issued 4,653,409 shares of common stock in connection with its election to satisfy interest payments under

the outstanding convertible debentures for the three months ending June 30, 2024.

accounting estimates

40 unchanged sentences

Actual results may be different.

Company makes monthly estimates of its water treatment costs, with a true-up to the annual invoice received from the IDEQ.

Company makes monthly estimates of its water treatment costs, with a true-up to the annual invoice received from IDEQ.

actual costs in the annual invoice, the Company will then reassess its estimate for future periods.

13 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis