UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2025
OR
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Commission
file number: 333-150028
BUNKER
HILL MINING CORP.
(Exact
Name of Registrant as Specified in its Charter)
nevada
32-0196442
(State
of other jurisdiction of
incorporation or organization)
(I.R.S.
Employer
Identification
No.)
1009
McKinley Ave
Kellogg , Idaho , U.S.A.
83837
(Address
of Principal Executive Offices)
(Zip
Code)
(604)
417-7952
(Registrant’s
Telephone Number, including Area Code)
SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
☐ No ☒
Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes
☒ No ☐
Indicate
by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934
(“Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
☒ No ☐
to
this Form 10-Q. ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated
filer ☒
Smaller
reporting company ☒
Emerging
Growth Company ☐
Indicate
by check mark whether the Registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒
Number
of shares of Common Stock outstanding as of November 13, 2025: 1,366,387,041
TABLE
OF CONTENTS
PART I – FINANCIAL INFORMATION
5
Item 1. Financial Statements
5
Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
31
Item 3. Quantitative and Qualitative Disclosures about Market Risk
35
Item 4. Controls and Procedures
35
PART II – OTHER INFORMATION
37
Item 1. Legal Proceedings
37
Item 1A. Risk Factors
37
Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds
38
Item 3. Defaults upon Senior Securities
38
Item 4. Mine Safety Disclosure
38
Item 5. Other Information
39
Item 6. Exhibits
39
2
Reporting
Currency and Other Information
All
amounts in this report are expressed in United States (“U.S.”) dollars, unless otherwise indicated.
References
to “Bunker Hill”, the “Company,” the “Registrant”, “we,” “our,” and “us”
mean Bunker Hill Mining Corp., a Nevada corporation, our predecessors, and consolidated subsidiary, or any one or more of them, as the
context requires.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q (this “Quarterly Report”), including “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Item 2 of Part I of this report , contains “forward-looking statements”
within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and “forward-looking information” within the meaning of Canadian securities
laws (collectively, “forward-looking statements”). Any statements that express or involve discussions with respect to business
prospects, predictions, expectations, beliefs, plans, intentions, projections, objectives, strategies, assumptions, future events, performance
or exploration and development efforts using words or phrases (including negative and grammatical variations) such as, but not limited
to, “expects,” “anticipates,” “plans,” “estimates,” “intends,” “forecasts,”
“likely,” “projects,” “believes,” “seeks,” or stating that certain actions, events or
results “may,” “could,” “would,” “should,” “might” or “will”
be taken, occur or be achieved, are not statements of historical fact and may be forward-looking statements. Although we believe that
our plans, intentions, and expectations reflected in these forward-looking statements are reasonable, we cannot be certain that these
plans, intentions, and expectations will be achieved. Actual results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements contained in this Quarterly Report. Forward-looking statements in
this Quarterly Report include, but are not limited to, statements regarding the following:
●
our
business, prospects, and overall strategy;
●
progress
in the development of our Bunker Hill Mine as a profitable mining operation and the
timing of that progress;
●
planned
or estimated expenses and capital expenditures, including the Bunker Hill Mine’s expected costs of construction, commissioning,
and operation and the sources of funds to pay for such costs;
●
our
ability to secure required capital, to
complete the development of the Bunker Hill Mine and support corporate needs;
●
our
ability to uplist to a national exchange if so determined to be in the best interest of our shareholders; and the timing of any uplisting,
if so applied for;
●
our
ability to advance and complete our planned mineral resource expansion and the potential that those results will create additional
mineral resource; and
●
any
further initiatives or advancements that may be undertaken relating to the Bunker Hill Mine.
3
Forward-looking
statements are based on our current expectations and assumptions that are subject to a variety of known and unknown risks, uncertainties
and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking
statements. Factors that could cause actual results to differ from those implied by the forward-looking statements in this Form 10-Q
are more fully described within Part II, Item 1A, “Risk Factors” in this Form 10-Q and “Part I, Item 1A. Risk
Factors” in our Form 10-K. Such risks are not exhaustive. New risk factors emerge from time to time, and it is not possible to
predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor
or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.
We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
In
addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are
based upon information available to us, as applicable, as of the date of this Form 10-Q, and while we believe such information forms
a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate
that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are
inherently uncertain, and you are cautioned not to unduly rely upon these statements.
Except
as required by law, we disclaim any obligation to revise or update any forward-looking statements to reflect events or circumstances
after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all of the forward-looking
statements contained in this Quarterly Report by the foregoing cautionary statements. We advise you to carefully review the reports
and documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”) and with the Canadian
securities regulatory authorities, particularly our Annual Report on Form 10-K for the year ended December 31, 2024. The reports
and documents filed by us with the SEC are available at www.sec.gov and with the Canadian securities regulatory authorities under
the Company’s profile at www.sedarplus.ca .
4
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
The
condensed interim consolidated financial statements of Bunker Hill Mining Corp., (“Bunker Hill”, the “Company”,
or the “Registrant”) a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations
of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of America (“U.S.”) were condensed or omitted
pursuant to such rules and regulations, these financial statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2024, and all amendments thereto.
Bunker
Hill Mining Corp.
Condensed
Interim Consolidated Balance Sheets
(Expressed
in U.S. Dollars)
Unaudited
September 30,
December 31,
2025
2024
ASSETS
Current assets
Cash
$ 34,435,458
$ 3,786,277
Restricted cash (note 8)
2,975,000
4,475,000
Accounts receivable and prepaid expenses (note 3)
454,115
690,358
Asset held for sale (note 5)
40,000
40,000
Spare parts inventory
341,004
341,004
Total current assets
38,245,577
9,332,639
Non-current assets
Long term deposit (note 6)
1,262,541
254,106
Equipment (note 4)
1,457,336
1,741,981
Right-of-use asset (note 4)
639,330
758,125
Land
309,861
309,861
Bunker Hill Mine and mining interests (note 6)
19,399,819
18,795,591
Process plant (note 5)
88,607,160
66,409,247
Total assets
$ 149,921,624
$ 97,601,550
EQUITY AND LIABILITIES
Current liabilities
Accounts payable (note 15)
$ 4,889,447
$ 14,678,901
Accrued liabilities
2,511,408
5,210,939
Current portion of lease liability (note 7)
123,484
189,368
Deferred share units liability (note 11)
971,088
929,466
Environment protection agency cost recovery payable (note 8)
3,000,000
3,000,000
Current portion of silver loan (note 9)
249,000
-
Current portion of stream debenture (note 9)
-
4,063,253
Interest payable (note 9)
268,333
522,485
Current income tax payable (note 13)
950,000
1,050,000
Total current liabilities
12,962,760
29,644,412
Non-current liabilities
Lease liability (note 7)
14,001
62,282
Series 1 convertible debenture (note 9)
4,092,179
5,494,151
Series 2 convertible debenture (note 9)
8,539,163
13,898,481
Series 3 convertible debenture (note 9)
2,406,021
-
Stream debenture (note 9)
-
52,923,747
Silver loan (note 9)
50,580,454
31,802,708
Debt facility (note 9)
14,583,190
9,236,610
Environment protection agency cost recovery liability, net of discount (note 8)
6,838,671
5,549,229
Derivative warrant liability (note 10)
32,882,879
1,125,295
Total liabilities
132,899,318
149,736,915
Shareholders’ equity (deficiency)
Preferred shares, $ 0.000001 par value, 10,000,000 preferred shares authorized; nil preferred shares issued and outstanding (note 10)
-
-
Common shares, $ 0.000001 par value, 2,500,000,000 and 1,500,000,000 common shares authorized; 1,363,142,785 and 349,698,625 shares of common stock issued and outstanding, respectively (note 10)
1,361
348
Additional paid-in-capital (note 10)
142,228,311
61,233,369
Accumulated other comprehensive income
( 762,228 )
( 3,002,361 )
Accumulated deficit
( 124,445,138 )
( 110,366,721 )
Total shareholders’ equity (deficiency)
17,022,306
( 52,135,365 )
Total shareholders’ equity (deficiency) and liabilities
$ 149,921,624
$ 97,601,550
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
5
Bunker
Hill Mining Corp.
Condensed
Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Expressed
in United States Dollars)
Unaudited
Three Months Ended
Nine Months Ended
September 30,
September 30
2025
2024
2025
2024
Operating expenses (note 14)
$ ( 3,169,344 )
$ ( 3,434,359 )
$ ( 9,189,110 )
$ ( 11,372,104 )
Other income or gain (expense or loss)
Interest income
35,736
118,384
157,214
574,095
Change in derivative liabilities (note 10)
( 2,521,229 )
1,009,100
( 225,602
)
393,755
Gain (loss) on FV of debentures (note 9)
-
( 144,193 )
1,002,763
( 799,688 )
Loss on FV of silver loan (note 9)
( 11,909,903 )
( 2,109,601 )
( 20,939,850 )
( 2,109,601 )
Interest expense (note 7,8,9)
( 1,502,276 )
( 1,851,810 )
( 5,806,239 )
( 6,112,413 )
Finance costs (note 9)
( 2,344,226 )
( 589,142 )
( 3,359,092 )
( 589,142 )
(Loss) gain on stream debentures (note 9)
-
( 1,793,800 )
4,149,606
737,200
Gain on debt modification (note 9)
-
1,308,062
468,878
1,308,062
Gain on debt settlement (note 9)
49,654
-
29,786,339
-
Loss on debt settlement (note 9)
-
( 109,539 )
( 3,376,692 )
( 312,864 )
Loss on issuance of warrants (note 9)
( 6,469,025 )
-
( 6,469,025 )
-
Bad debt expense (note 3)
( 248,755 )
-
( 248,755 )
-
Loss on sale of equipment (note 5)
-
( 924,820 )
-
( 924,820 )
Other income
-
-
-
694
Loss on foreign exchange
803
( 6,098 )
( 28,852 )
( 10,148 )
Income (loss) for the period pre tax
$ ( 28,078,565 )
$ ( 8,527,816 )
$ ( 14,078,417
)
$ ( 19,216,974 )
Deferred tax recovery (note 13)
-
448,844
-
1,653,562
Income (loss) for the period
$ ( 28,078,565 )
$ ( 8,078,972 )
$ ( 14,078,417 )
$ ( 17,563,412 )
Other comprehensive income, net of tax:
Gain on change in FV on own credit risk (note 9)
( 3,143,638 )
( 3,316,226 )
2,240,133
( 2,552,092 )
Other comprehensive income
( 3,143,638 )
( 3,316,226 )
2,240,133
( 2,552,092 )
Comprehensive income (loss)
$ ( 31,222,203 )
$ ( 11,395,198 )
$ ( 11,838,284 )
$ ( 20,115,504 )
Net income (loss) per common share – basic
$ ( 0.03 )
$ ( 0.02 )
$ ( 0.02 )
$ ( 0.05 )
Net income (loss) per common share – fully diluted
$ ( 0.03 )
$ ( 0.02 )
$ ( 0.02 )
$ ( 0.05 )
Weighted average common shares – basic
930,381,393
343,347,981
601,834,472
337,207,656
Weighted average common shares – fully diluted
930,381,393
343,347,981
601,834,472
337,207,656
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
6
Bunker
Hill Mining Corp.
Condensed
Interim Consolidated Statements of Cash Flows
(Expressed
in U.S. Dollars)
Unaudited
Nine Months
Nine Months
Ended
Ended
September 30,
2025
September 30,
2024
Operating activities
Net income (loss) for the period
$ ( 14,078,417 )
$ ( 17,563,412 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation (note 10)
306,531
1,235,843
Depreciation expense (note 4)
423,129
281,421
Change in fair value of warrant liability (note 10)
225,602
( 393,755 )
Deferred tax expense (note 13)
-
( 1,653,562 )
Change in fair value of silver loan (note 9)
20,939,850
2,109,601
Interest expense on lease liability (note 7)
24,695
43,395
Financing costs (note 10)
( 449,545 )
98,493
Units issued for services (note 10)
1,108,347
-
(Gain) on debt settlement (note 9)
( 29,786,339 )
-
Loss on issuance of warrants (note 10)
6,469,025
-
Loss on sale of equipment (note 5)
-
924,820
Loss on debt settlement (note 9)
3,376,692
312,864
Bad debt expense (note 3)
248,755
-
(Gain) on debt modification (note 9)
( 4,618,484 )
( 2,045,262 )
Accretion of liabilities (note 8, 9)
3,711,126
4,548,881
(Gain) loss on fair value of convertible debentures (note 9)
( 1,002,763 )
799,688
Changes in operating assets and liabilities:
Accounts receivable and prepaid expenses
( 1,020,947 )
( 154,350 )
Accounts payable
( 625,361 )
381,631
Accrued liabilities
691,171
( 50,932 )
Current income tax payable
( 100,000 )
-
Interest payable
1,992,787
1,520,138
Net cash (used in) operating activities
( 12,164,146 )
( 9,604,498 )
Investing activities
Process plant
( 28,385,033 )
( 19,714,783 )
Mine improvements
( 2,841,449 )
( 2,541,423 )
Purchase of land
-
( 309,861 )
Purchase of machinery and equipment
-
( 659,704 )
Net cash (used in) investing activities
( 31,226,482 )
( 23,225,771 )
Financing activities
Proceeds from silver loan
-
18,577,443
Proceeds from issuance of common shares, net (note 10)
61,803,983
-
Proceeds from debt facility (note 9)
11,000,000
-
Proceeds from Teck promissory note (note 9)
4,400,000
-
Repayment of Teck promissory note (note 9)
( 4,487,160 )
-
Proceeds from Loan (note 9)
3,500,000
-
Repayment of Loan (note 9)
( 3,500,000 )
-
Lease payments
( 177,014 )
( 469,329 )
Net cash provided by (used in) financing activities
72,539,809
18,108,114
Net change in cash
29,149,181
( 14,722,155 )
Cash, beginning of period
8,261,277
26,578,596
Cash, end of period
$ 37,410,458
$ 11,856,441
Supplemental disclosures
Non-cash activities
Interest payable settled with common shares
$ 2,246,911
$ 1,520,120
Services settled with common shares
$ 6,274,035
$ -
Loan Facility settled with common shares
$ 6,044,210
$ -
Stream settled with common shares
$ 20,472,126
$ -
Reconciliation from Cash Flow Statement to Balance Sheet:
Cash and restricted cash end of period
$ 37,410,458
$ 11,856,441
Less restricted cash
2,975,000
4,475,000
Cash end of period
$ 34,435,458
$ 7,381,441
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
7
Bunker
Hill Mining Corp.
Condensed
Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency)
(Expressed
in U.S. Dollars)
Unaudited
Accumulated
Additional
other
Common stock
paid-in-
comprehensive
Accumulated
Shares
Amount
capital
income
deficit
Total
Balance, December 31, 2024
349,698,625
$ 348
$ 61,233,369
$ ( 3,002,361 )
$ ( 110,366,721 )
$ ( 52,135,365 )
Stock-based compensation
-
-
190,962
-
-
190,962
Shares issued for interest payable
27,601,689
28
2,470,572
-
-
2,470,600
Shares issued for DSUs vested
Shares issued for DSUs vested, shares
Shares issued for RSUs vested
5,570,899
5
( 5 )
-
-
-
Shares issued for services
37,758,202
38
3,099,285
-
-
3,099,323
Shares issued for private placement
252,215,751
252
19,500,019
-
-
19,500,271
Shares issued for private placement
431,250,000
431
16,938,648
-
-
16,939,079
Compensation options
-
-
2,309,056
-
-
2,309,056
Shares issued for debt
259,047,619
259
26,516,336
-
-
26,516,595
Initial recognition of CD1, CD2, and CD3
-
-
9,970,069
-
-
9,970,069
OCI
-
-
-
2,240,133
-
2,240,133
Net (loss) for the period
-
-
-
-
( 14,078,417 )
( 14,078,417 )
Balance, September 30, 2025
1,363,142,785
$ 1,361
$ 142,228,311
$ ( 762,228 )
$ ( 124,445,138 )
$ 17,022,306
Balance, December 31, 2023
322,661,482
$ 321
$ 57,848,953
$ 808,662
$ ( 85,025,098 )
$ ( 26,367,162 )
Balance
322,661,482
$ 321
$ 57,848,953
$ 808,662
$ ( 85,025,098 )
$ ( 26,367,162 )
Stock-based compensation
-
-
873,076
-
-
873,076
Shares issued for interest payable
23,619,707
24
2,427,541
-
-
2,427,565
Shares issued for DSUs vested
750,000
1
83,801
-
-
83,802
Shares issued for RSUs vested
2,667,436
2
( 2 )
-
-
-
OCI
-
-
-
( 3,811,023 )
-
( 3,811,023 )
Net (loss) for the period
-
-
-
-
( 25,341,623 )
( 25,341,623 )
Balance, December 31, 2024
349,698,625
$ 348
$ 61,233,369
$ ( 3,002,361 )
$ ( 110,366,721 )
$ ( 52,135,365 )
Balance
349,698,625
$ 348
$ 61,233,369
$ ( 3,002,361 )
$ ( 110,366,721 )
$ ( 52,135,365 )
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
8
Bunker
Hill Mining Corp.
Notes
to the Condensed Interim Consolidated Financial Statements (Unaudited)
Three
and Nine Months Ended September 30, 2025
(Expressed
in U.S. Dollars)
1.
Nature and Continuance of Operations
Bunker
Hill Mining Corp. (“we”, “us”, “Bunker Hill”, or the “Company”) was incorporated under
the laws of the state of Nevada, U.S.A. on February 20, 2007, under the name Lincoln Mining Corp. Pursuant to a Certificate of Amendment
dated February 11, 2010, the Company changed its name to Liberty Silver Corp., and 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 Canadian office is located at 300-1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9. As of the date
of this Form 10-Q, the Company had one subsidiary, Silver Valley Metals Corp. (“Silver Valley”, formerly American Zinc Corp.),
an Idaho corporation created to facilitate the work being conducted at the Bunker Hill Mine in Kellogg, Idaho (“Bunker Hill Mine”).
The
Company was incorporated for the purpose of engaging in mineral exploration, and exploitation activities, and is currently focused on
the development and planned operations of the Bunker Hill Mine.
Bunker
Hill holds a 100 % interest in the historic Bunker Hill Mine located in the town of Kellogg, Idaho. The Bunker Hill Mine previously operated
between 1885 and 1981 producing over 165 million ounces of silver and 5 million tons of base metals during that time.
We
are currently focused on the construction of the Bunker Hill Mine mill facilities and upgrades to the Bunker Hill Mine historic underground
infrastructure as well as further delineating the mine’s mineral resources.
2.
Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with accounting
principles generally accepted in the U.S. and the rules and regulations of the U.S. Securities and Exchange Commission for interim financial
information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial
position, results of operations, shareholders’ deficiency, or cash flows. It is management’s opinion, however, that all material
adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.
The unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s Annual Report
on Form 10-K, which contains the annual audited consolidated financial statements and notes thereto, together with the Management’s
Discussion and Analysis, for the year ended December 31, 2024. The interim results for the period ended September 30, 2025 are not necessarily
indicative of the results for the full fiscal year. The unaudited condensed interim consolidated financial statements are presented in
United States dollars, which is the Company’s functional currency.
9
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for items such as mineral
reserves, useful lives and depreciation methods, potential impairment of long-lived assets, sale of mineral properties for the accounting
of the conversion of the royalty convertible debenture (the “RCD”), deferred income taxes, settlement pricing of commodity
sales, fair value of stock based compensation, accrued liabilities, estimation of asset retirement obligations and reclamation liabilities,
convertible debentures, stream obligation, and warrants. Estimates are based on historical experience and various other assumptions that
the Company believes to be reasonable. Actual results could differ from those estimates.
3.
Accounts receivable and prepaid expenses
Accounts
receivable and prepaid expenses consists of the following:
Schedule of Accounts Receivable and Prepaid Expenses
September 30,
December 31,
2025
2024
Prepaid expenses, deposits, and other receivables
$ 280,114
$ 464,380
HST and interest receivable
174,001
125,978
U.S. Environment Protection Agency overpayment (note 8)
-
100,000
Total
$ 454,115
$ 690,358
During
the three and nine months ended September 30, 2025, the Company incurred a bad debt expense of $ 248,755 and $ 248,755 compared to $ nil
and $ nil for the three and nine months ended September 30, 2024 relating to an unrecoverable receivable.
4.
Equipment, Right-of-Use Asset
Equipment
consists of the following:
Schedule of Equipment
September 30,
December 31,
2025
2024
Equipment
$ 2,454,489
$ 2,468,339
Less accumulated depreciation
( 997,153 )
( 726,358 )
Equipment, net
$ 1,457,336
$ 1,741,981
The
total depreciation expense relating to equipment during the three and nine months ended September 30, 2025, was $ 71,000
and $ 270,795 ,
respectively. Compared to the three and nine months ended September 30, 2024, was $ 51,416
and $ 148,373 ,
respectively.
Right-of-use
asset consists of the following:
Schedule of Right-of-use Asset
September 30,
December 31,
2025
2024
Right-of-use asset
1,022,717
984,562
Less accumulated depreciation
( 383,387 )
( 226,437 )
Right-of-use asset, net
$ 639,330
$ 758,125
The
total depreciation expense during the three and nine months ended September 30, 2025, was $ 47,638 and $ 156,950 , respectively. Compared
to the three and nine months ended September 30, 2024, was $ 44,349 and $ 133,048 respectively.
10
5.
Process Plant
On
May 13, 2022, the Company purchased a comprehensive package of equipment and parts inventory from Teck Resources Limited (“Teck”)
a related party as of June 5, 2025 (note 15). The package comprised substantially all processing equipment of value located at the Pend
Oreille mine site, including complete crushing, grinding and flotation circuits suitable for a planned ~1,500 ton-per-day operation at
the Bunker Hill site, and total inventory of nearly 10,000 components and parts for mill, assay lab, conveyer, field instruments, and
electrical spares.
The
process plant was purchased in an assembled state in the seller’s location, and included major processing systems, significant
components, and a large inventory of spare parts. The Company has disassembled and transported it to the Bunker Hill site, and is reassembling
it as an integral part of the Company’s future operations. The Company determined that the transaction would be accounted for as
an asset acquisition, with the process plant representing a single asset, with the exception of the inventory of spare parts, which has
been separated out on the condensed interim consolidated balance sheets as a non-current asset. As the plant is demobilized, transported
and reassembled, installation and other costs associated with these activities are being captured and capitalized as components of the
asset.
Process
plant consists of the following:
Schedule
of Process Plant
September 30,
December 31,
2025
2024
Mill purchase, detailed engineering, and construction costs
$ 85,814,601
$ 65,545,594
Capitalized interest (note 9)
3,777,379
1,848,473
Disposal of grinding circuits
( 984,820 )
( 984,820 )
Process Plant
$ 88,607,160
$ 66,409,247
In
August 2024, the Company sold a grinding circuit previously purchased from Teck as part of the Pend Oreille Mill purchase for $ 20,000
recognizing a loss on sale of equipment of $ 308,273 . In September 2024, the Company reclassified two remaining grinding circuits as assets
at $ 40,000 held for sale and recognized a loss on sale of equipment of $ 616,547 .
6.
Bunker Hill Mine and Mining Interests
The
Company purchased the Bunker Hill Mine (the “Mine”) in January 2022.
The
carrying cost of the Mine is comprised of the following:
Schedule
of Carrying Cost of Mine
September 30,
December 31,
2025
2024
Bunker Hill Mine purchase
$ 14,247,210
$ 14,247,210
Capitalized development
8,904,242
6,626,865
Sale of mineral properties (note 9)
( 4,476,498 )
( 2,768,510 )
Land
202,000
202,000
Definition drilling
522,865
488,026
Bunker Hill mine
$ 19,399,819
$ 18,795,591
11
Land
purchase and leases
The
Company owns a 225-acre surface land parcel valued at its original purchase price of $ 202,000 which includes the surface rights to portions
of 24 patented mining claims, for which the Company owns the mineral rights.
On
March 3, 2023, the Company entered into a lease agreement with C & E Tree Farm LLC for the lease of a land parcel overlaying a portion
of the Company’s existing mineral claims package. The Company is committed to making monthly payments of $ 10,000 through February
2026. The Company has the option to purchase the land parcel through March 1, 2026, for $ 3,129,500 less 50% of the payments made through
the date of purchase. On June 5, 2025, the Company executed an equity payment agreement with C & E Tree Farm, L.L.C., pursuant to
which the Company issued 4,761,905 June 5, 2025 units (note 10) to C&E at a deemed price $ 0.105 to satisfy $ 500,000 of the purchase
price payable under an existing option agreement between Silver Valley and C&E, dated March 3, 2023. Additionally, on June 6, 2025,
the Company paid $ 500,000 to C&E Tree Farm LLC to satisfy $ 500,000 of the purchase price payable under an existing option agreement
between Silver Valley and C&E dated March 3, 2023. This balance ($ 1,000,000 ) has been recognized on the condensed interim consolidated
balance sheets as long term deposit.
Sale
of Mineral Properties – Royalties
On
June 5, 2025, as consideration for Sprott stream conversion as described in note 9, the Company granted a royalty for 1.65 %
of life-of-mine gross revenue from mining claims compromising of both primary and secondary claims, as well as any new or
complementing surface and mineral rights derived from the surface and mineral rights within the existing boundaries of the Bunker
Hill Mine that are subsequently acquired by the Company or Silver Valley. A sale of mineral properties of $ 1,324,199
corresponding to the issuance of the royalty was recognized on the interim consolidated balance sheets.
On
January 17, 2025, as consideration for Sprott advancing the debt facility, as described in note 9, the Company granted a royalty for
0.5 % of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground
development, and covered by the Company’s 2021 ground geophysical survey. A 0.35 % rate will apply to claims outside of these areas.
On June 5, 2025, the 0.5 % royalty was amended to apply to both primary and secondary claims comprising the Project. A sale of mineral
properties of $ 383,789 corresponding to the issuance of the royalty on the interim consolidated balance sheets.
On
December 19, 2024, as consideration for Sprott advancing the debt facility, as described in note 9, the Company granted a royalty
for 0.5 %
of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground
development, and covered by the Company’s 2021 ground geophysical survey. A 0.35 %
rate will apply to claims outside of these areas. On June 5, 2025, the 0.5 %
royalty was amended to apply to both primary and secondary claims comprising the Project. A sale of mineral properties of $ 397,335
corresponding to the issuance of the royalty was recognized on the interim consolidated balance sheets.
On
December 12, 2024, as consideration for Sprott advancing the debt facility, as described in note 9, the Company granted a royalty for
0.5 % of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground
development, and covered by the Company’s 2021 ground geophysical survey. A 0.35 % rate will apply to claims outside of these areas.
On June 5, 2025, the 0.5 % royalty was amended to apply to both primary and secondary claims comprising the Project. A sale of mineral
properties of $ 397,335 corresponding to the issuance of the royalty on the interim consolidated balance sheets.
As
a result of the above transactions with Sprott, including the (i) conversion of the royalty convertible debenture into a 1.85% royalty,
(ii) consideration of Sprott advancing $15,000,000 on the loan facility a 1.5% royalty was granted, and (iii) Sprott stream conversion
a 1.65% royalty was granted, as of September 30, 2025 Sprott holds a 5% life-of-mine gross revenue applying to both primary and secondary
claims comprising the Project.
These
Sprott transactions were treated as a sale of mineral interest. The portion of the mineral interest sold was determined based on an analysis
of discounted life-of-mine royalty payments relative to discounted future cash flows generated from the mine net of capital and operating
costs, applied to the carrying value of the Bunker Hill Mine as of above funding dates, before consideration of the sale of mineral properties.
This analysis utilized a discount rate of 15% and long-term metal prices of $1.20/lb, $0.95/lb and $27.29/oz for zinc, lead and silver
respectively.
12
7.
Lease Liability
As
of September 30, 2025, and December 31, 2024, The Company’s undiscounted lease obligations consisted of the following:
Schedule of Lease Liability
September 30,
December 31,
2025
2024
Gross lease obligation – minimum lease payments
1 year
$ 131,575
$ 200,755
2- 3 years
14,800
64,375
4-5 years
-
-
Future interest expense on lease obligations
( 8,890 )
( 13,480 )
Total lease liability
137,485
251,650
Current lease liability
123,484
189,368
Non-current lease liability
14,001
62,282
Total lease liability
137,485
251,650
Interest
expense for the three and nine months ended September 30, 2025, was $ 6,244 and $ 24,695 , respectively. Compared to the three and nine
months ended September 30, 2024, was $ 2,396 and $ 43,395 , respectively.
8.
Environmental Protection Agency (“EPA”) Settlement Agreement and Water Treatment Liabilities
Effective
December 19, 2021, the Company entered into an amended Settlement Agreement between the Company, Idaho Department of Environmental Quality,
U.S. Department of Justice, and the EPA (the “Amended Settlement”). Upon the effectiveness of the Amended Settlement, the
Company would become fully compliant with its payment obligations to these parties. The Amended Settlement modified the payment schedule
and payment terms for recovery of the historical environmental response costs. Pursuant to the terms of the Amended Settlement, upon
purchase of the Bunker Hill Mine and the satisfaction of financial assurance commitments (as described below), the $ 19,000,000 of cost
recovery liabilities were to be paid by the Company to the EPA on the following dates:
Schedule
of Amended Settlement Environmental Protection Agency Agreement
Date
Amount
Within 30 days of Settlement Agreement
$ 2,000,000
November 1, 2024
$ 3,000,000
November 1, 2025
$ 3,000,000
November 1, 2026
$ 3,000,000
November 1, 2027
$ 3,000,000
November 1, 2028
$ 3,000,000
November 1, 2029
$ 2,000,000 plus accrued interest
In
addition to the changes in payment terms and schedule, the Amended Settlement includes a commitment by the Company to secure financial
assurance for the principle outstanding in the form of performance bonds or letters of credit deemed acceptable to the EPA. The financial
assurance can be drawn on by the EPA in the event of non-performance by the Company of its payment obligations under the Amended Settlement
(the “Financial Assurance”). The amount of the bonds will decrease over time as individual payments are made.
In
December 2024, the Company made the second payment under the 2021 Amended Settlement Agreement in the amount of $ 3,000,000 . As a result,
the remainder of the payment obligation is $ 14,000,000 . As of December 31, 2024 and September 30, 2025, the Company had two payment bonds
of $ 9,999,000 and $ 4,001,000 , in place to secure the EPA liability. As of September 30, 2025, the collateral for the payment bonds is
comprised of restricted cash of $ 2,975,000 and a land pledged by third parties, with whom the Company has entered into a financing cooperation
agreement (the “Cooperation Agreement”) that contemplates a monthly fee of $ 20,000 (payable in cash or common stock of the
Company, at the Company’s election). As of December 31, 2024, the collateral for the payment bonds was comprised of two letters
of credit totaling $ 4,475,000 in aggregate, as well as land pledged by third parties with whom the company has entered into a financing
cooperation agreement (“Cooperation Agreement”) that contemplates a monthly fee of $ 20,000 (payable in cash or common shares
of the Company, at the Company’s election). The Company has $ 2,975,000 of restricted cash shown within current assets as of September
30, 2025, and $ 4,475,000 December 31, 2024 relating to the collateral of the payment bonds.
13
The
Company recorded accretion expense on the liability of $ 453,580 and $ 1,289,442 for the three and nine months ended September 30, 2025,
respectively, bringing the net liability to $ 9,838,671 (previously accrued interest of $ 156,743 ) as of September 30, 2025. The Company
recorded accretion expense on the liability of $ 508,712 and $ 1,441,373 for the three and nine months ended September 30, 2024, respectively.
Water
Treatment Charges – Idaho Department of Environmental Quality (“IDEQ”)
Separate
to the cost recovery liability pursuant to the EPA Settlement Agreement, the Company has agreed to pay ongoing water treatment
charges. Water treatment charges incurred through December 31, 2021 were payable to the EPA, and charges thereafter became payable to
the Idaho Department of Environmental Quality (“IDEQ”) following a change in management for the Central Treatment Plant (“CTP”)
from the EPA to the IDEQ as of that date.
The
Company is currently charged a monthly amount of $ 100,000 by the IDEQ as installments toward the cost of treating water at the CTP. Upon
receipt of an invoice from the IDEQ for actual CTP costs incurred, a reconciliation is performed relative to payments made, with an additional
amount due or refund received as applicable. The Company accrues $ 100,000 per month based on its estimate of the monthly cost of water
treatment. As of September 30, 2025, a prepaid expense of $ nil (December 31, 2024: $ 100,000 ) represented the difference between the estimated
cost of water treatment and net payments made by the Company to the IDEQ to date. Any balance is recognized on the condensed interim
consolidated balance sheets as accounts receivable and prepaid expenses.
9.
Promissory Notes Payable, Convertible Debentures, and Silver Loan
$6,000,000
Convertible Debenture (CD1)
CD1
bore interest at an annual rate of 7.5 %, payable in cash or shares at the Company’s option on principal of $ 6,000,000 . The CD1
is secured by a pledge of the Company’s properties and assets. In August 2024, the Company and Sprott agreed to amend the maturity
date of CD1 from March 31, 2026, to March 31, 2028, and that CD1 would remain outstanding until the new maturity date unless the Company
elects to exercise its option of early repayment . The Company determined that the amendments to the terms of the CD1 should not be treated
as an extinguishment of the CD1 and have therefore been accounted for as a modification. The CD1 was convertible into Common Shares at
a price of Canadian Dollars (“C$”) C$ 0.30 per Common Share, subject to stock exchange approval.
In
June 2025, the Company and Sprott agreed to amend the rate of interest of CD1 reducing it from 7.5 % to 5.0 % per annum, and the current
conversion price, being the U.S. dollar equivalent of C$ 0.30 per Common Share, was reduced to $ 0.105 . The Company determined that the
amendments to the terms of the CD1 should be treated as an extinguishment of the CD1. The new debt was bifurcated between host debt and
the conversion option valued at $ 3,912,661 (net of transaction costs of $ 52,161 ) and $ 1,928,753 respectively, as of June 5, 2025. The
debt and the conversion option were fair valued using a binomial lattice methodology based on a modified Cox-Ross-Rubenstein (“CRR”)
approach.
$15,000,000
Series 2 Convertible Debenture (CD2)
CD2
bore interest at an annual rate of 10.5 %, payable in cash or shares at the Company’s option on principal of $ 15,000,000 . CD2 is
secured by a pledge of the Company’s properties and assets.
In
August 2024, the Company and Sprott agreed to amend the maturity date of CD2 from March 31, 2026, to March 31, 2029 , and that CD2 would
remain outstanding until the new maturity date unless the Company elects to exercise its option of early repayment. The Company determined
that the amendments to the terms of the CD2 should not be treated as an extinguishment of the CD2 and have therefore been accounted for
as a modification.
14
In
June 2025, the Company and Sprott agreed to amend the rate of interest of CD2 reducing it from 10.5 % to 5.0 % per annum, and the current
conversion price, being the U.S. dollar equivalent of C$ 0.29 per Common Share, was reduced to $ 0.105 . The Company determined that the
amendments to the terms of the CD2 should be treated as an extinguishment of the CD2. The new debt was bifurcated between host debt and
the conversion option valued at $ 8,164,765 (net of transaction costs of $ 130,401 ) and $ 6,482,376 respectively, as of June 5, 2025. The
debt and the conversion option were fair valued using a binomial lattice methodology based on a modified CRR approach.
Prior
to the extinguishment on June 5, 2025, the Company determined that in accordance with ASC 815 Derivatives and Hedging, each debenture
will be valued and recorded as a single instrument, with the periodic changes to fair value accounted through earnings, profit and loss.
Consistent
with the approach above, the following table summarizes the key valuation inputs as at applicable valuation dates:
Schedule
of Key Valuation Inputs
Reference
(1,2,3)
Valuation
date
Maturity
date
Contractual
Interest
rate
Stock
price
(US$)
Expected
equity
volatility
Credit
spread
Risk-free
rate
Risk- adjusted
rate
CD1 note
12-31-24
03-31-28
7.50 %
0.113
105 %
4.72 %
4.28 %
15.45 %
CD2 note
12-31-24
03-31-29
10.50 %
0.113
105 %
5.03 %
4.34 %
17.89 %
CD1 note
03-31-25
03-31-28
7.50 %
0.102
100 %
6.88 %
3.89 %
16.06 %
CD2 note
03-31-25
03-31-29
10.50 %
0.102
100 %
7.06 %
3.93 %
18.16 %
(1)
The
CD1 carried a Discount for Lack of Marketability (“DLOM”) of 5.0 % as of the issuance date. The CD2 carried a DLOM of
10.0 % as of the issuance date.
(2)
CD1
carries an instrument-specific spread of 7.23 %, CD2 carries an instrument-specific spread of 9.32 %.
(3)
The
conversion price of the CD1, CD2 and CD3 are $ 0.105 as of September 30, 2025. The conversion price of the CD1 is $ 0.208 and CD2 is
$ 0.202 as of December 31, 2024.
The
gain (loss) on changes in fair value of convertible debentures recognized on the condensed interim consolidated statements of income
(loss) and comprehensive income (loss) during the three and nine months ended September 30, 2025, was $ nil and $ 1,002,763 , respectively,
and $ ( 144,493 ) and $ ( 799,688 ) for the three and nine months ended September 30, 2024.
The
portion of changes in fair value that is attributable to changes in the Company’s credit risk is accounted for within other comprehensive
income. During the three and nine months ended September 30, 2025, the Company recognized $ nil and $ 795,907 respectively, within other
comprehensive income. Compared to ($ 1,151,984 ) and ($ 387,850 ) for the three and nine months ended September 30, 2024.
Interest
expense on the pre-extinguished CD1 from January 1, 2025 to June 5, 2025 was $ 193,459 . Interest expense on the pre-extinguished CD2 from
January 1, 2025 to June 5, 2025 was $ 684,041 .
For
the three and nine months ended September 30, 2025, the Company recognized $( 17,927 ), and $ 297,934 , respectively, (gain) loss on debt
settlement on the condensed interim consolidated statements of income (loss) and comprehensive income (loss) as a result of settling
interest by issuance of shares. Compared to $ 109,539 and $ 312,864 for the three and nine months ended September 30, 2024.
For
the three and nine months ended September 30, 2025, the Company recognized $ nil , and $ 3,077,155 , respectively, loss on debt settlement
on the condensed interim consolidated statements of income (loss) and comprehensive income (loss) as a result of extinguishment of CD1
and CD2. Compared to $ nil and $ nil for the three and nine months ended September 30, 2024.
The
Company recorded accretion expense on host debt of CD1 of $ 179,518 from June 6, 2025 to September 30, 2025 ($ 141,607 for the three months
ended September 30, 2025), bringing the net liability to $ 4,092,179 as of September 30, 2025. Compared to $ nil and $ nil for the three
and nine months ended September 30, 2024.
15
The
Company recorded accretion expense on the host debt of CD2 of $ 374,398 from June 6, 2025 to September 30, 2025 ($ 295,396 for the three
months ended September 30, 2025), bringing the net liability to $ 8,539,163 as of September 30, 2025. Compared to $ nil and $ nil for the
three and nine months ended September 30, 2024.
At
September 30, 2025 interest of $ 268,333 ($ 510,411 at December 31, 2024) is included in interest payable on the condensed interim consolidated
balance sheets.
$4,000,000
Series 3 Convertible Debenture (CD3)
The
Company closed the $ 4,000,000 CD3 on June 5, 2025 (note 15). CD3 bears interest at an annual rate of 5.0 %, payable in cash or shares
at the Company’s option, and matures on June 5, 2030 . CD3 is secured by a pledge of the Company’s properties and assets and
CD3 is convertible into Common Shares at a price of $ 0.105 per Common Share, subject to the stock exchange approval. The new debt was
bifurcated between host debt and the conversion option valued at $ 2,268,397 (net of transaction costs of $ 174,576 ) and $ 1,558,941 respectively,
as of June 5, 2025. The debt and the conversion option were fair valued using a binomial lattice methodology based on a modified CRR
approach.
The
Company recorded accretion expense on host debt of CD3 of $ 109,080 and $ 137,625 for the three and nine months ended September 30, 2025
($ nil and $ nil for the three and nine months ended September 30, 2024), bringing the net liability to $ 2,406,021 as of September 30,
2025. At September 30, 2025, interest of $ nil ($ nil at December 31, 2024) is included in interest payable on the condensed interim consolidated
balance sheets.
The
Company performs quarterly testing of the covenants in the CD1, CD2, CD3 and was in compliance with all such covenants as of September
30, 2025.
The
Stream
On
June 23, 2023, all conditions were met for the closing of the Stream, and $ 46,000,000 was advanced to the Company. The Stream was secured
by the same security package that is in place with respect to the RCD, CD1, and CD2. The Stream was repayable by applying 10% of all
payable metals sold until a minimum quantity of metal is delivered consisting of, individually, 63.5 million pounds of zinc, 40.4 million
pounds of lead, and 1.2 million ounces of silver (subsequently amended, as described below). Thereafter, the Stream was repayable by
applying 2% of payable metals sold. The delivery price of streamed metals was 20% of the applicable spot price. The Company incurred
$ 740,956 of transactions costs directly related to the Stream which were capitalized against the initial recognition of the Stream.
The
Company determined that in accordance with ASC 815 derivatives and hedging, the Stream does not meet the criteria for treatment as a
derivate instrument as the quantities of metal to be sold thereunder are not subject to a minimum quantity, and therefore a notional
amount is not determinable. The Company has therefore determined that in accordance with ASC 470, the stream obligation should be treated
as a liability based on the indexed debt rules thereunder. The initial recognition has been made at fair value based on cash received,
net of transaction costs, and the discount rate calibrated so that the future cash flows associated with the Stream, using forward commodity
prices, equal the cash received. The measurement of the stream obligation is accounted for at amortized cost with accretion at the discount
rate. Subsequent changes to the expected cash flows associated with the Stream will result in the adjustment of the carrying value of
the stream obligation using the same discount rate, with changes to the carrying value recognized in the condensed interim consolidated
statements of income (loss) and comprehensive income (loss).
The
Company determined the effective interest rate of the Stream obligation to be 10.6 % and recorded accretion expense on the liability of
$ nil and $ 1,570,574 for the three and nine months ended September 30, 2025 ($ 830,292 and $ 3,107,508 for the three and nine months ended
September 30, 2024) recognized in the consolidated statement of (loss) and comprehensive (loss), accretion expense on the liability of
$ nil and $ 971,426 for the three and nine months ended September 30, 2025 ($ 557,708 and $ 1,043,492 for the three and nine months ended
September 30, 2024) capitalized into the process plant (note 5) on the condensed interim consolidated balance sheets and gain (loss)
on revaluation of the liability of $ nil and $ 4,149,606 for the three and nine months ended September 30, 2025, respectively (gain of
($ 1,793,800 ) and $ 737,200 for the three and nine months ended September 30, 2024, respectively). The revaluation is because of a change
in projections of the key assumptions: The key assumptions used in the revaluation are production of 700,000,000 lbs of zinc, 385,000,000
lbs of lead, 8,700,000 oz of silver over 14 years and long-term commodity prices of 1.20 $/lb to 1.28 $/lb for zinc, 0.91 $/lb to 0.93
$/lb for lead, 27.76 $/oz to $31.96 $/oz for silver, and timing of production .
16
On
June 5, 2025, the existing metals purchase agreement (the “Metals Purchase Agreement”) dated June 23, 2023, by and among
the Company, Silver Valley, and Sprott Streaming, pursuant to which Sprott Streaming previously advanced a $ 46,000,000 deposit to Silver
Valley, was terminated and exchanged (the “Exchange Agreement”) for (i) 200,000,000 shares of the Company’s common
stock; (ii) the CD3; and (iii) an additional 1.65 % life-of-mine gross revenue royalty (note 6) on primary and secondary claims comprising
the Bunker Hill Mine. A gain on debt settlement $ 29,580,954 was recognized on the condensed interim consolidated statements of income
(loss) and comprehensive income (loss) for the three and nine months ended September 30, 2025.
$15,000,000
Debt Facility
On
June 23, 2023, the Company closed a $ 21,000,000 debt facility with Sprott which was available for draw at the Company’s election
for a period of 2 years. Any amounts drawn will bear interest of 10 % per annum, from the later of the Funding Date and June 30, 2027,
to the date of repayment in full, at the rate of per cent 15.0 % per annum, which is payable annually in cash or capitalized at the Company’s
election. The maturity date of any drawings under the Debt Facility will be June 30, 2030 . For every $ 5,000,000 or part thereof advanced
under the Debt Facility, the Company will grant a new 0.5% life-of-mine gross revenue royalty, on the same terms as the Royalty, to a
maximum of 2.0% on the Primary Claims and 1.4% on the Secondary Claims. The Company may buy back 50% of these royalties for $ 20,000,000 .
On
January 31, 2025, the Company drew $ 6,000,000 on the debt facility. On January 17, 2025, the Company drew $ 5,000,000 on the debt facility.
The proceeds were bifurcated between host debt and the underlying sale of mineral interest to Sprott (note 6). On December 12, 2024,
the Company drew $ 5,000,000 on the debt facility. The proceeds were bifurcated between host debt and the underlying sale of mineral interest
to Sprott (note 6). On December 19, 2024, the Company drew $ 5,000,000 on the debt facility. The proceeds were bifurcated between host
debt and the underlying sale of mineral interest to Sprott (note 6). On June 5, 2025, the Company repaid $ 6,000,000 of principal and
$ 200,000 of interest owed to Sprott on the debt facility by issuing 57,142,857 and 1,904,762 Common Stock. For the three and nine months
ended September 30, 2025, the Company recognized $ 31,727 and $ 187,458 , respectively, gain on debt settlement on the condensed interim
consolidated statements of income (loss) and comprehensive income (loss) as a result of settling principal and interest by issuance of
shares, compared to $ nil and $ nil for the three and nine months ended September 30, 2024.
On
June 5, 2025, the Company and Sprott agreed to amend the Terms of the debt Facility, specifically the Company agreed to changes to the
interest payment mechanism, specifically the removal of capitalized interest and the insertion of the ability to pay interest via shares
in addition to a $ 2,000,000 , payable at maturity of the Debt Facility on June 30, 2030 . The Company determined that the amendments to
the terms of the debt facility should not be treated as an extinguishment of the debt facility and have therefore been accounted for
as a modification.
The
Company recorded accretion expense on the debt facility of $ 176,925 and $ 858,521 for the three and nine months ended September 30, 2025
($ nil and $ nil for the three and nine months ended September 30, 2024), accretion expense on the liability of $ 378,505 and $ 957,480 for
the three and nine months ended September 30, 2025 ($ nil and $ nil for the three and nine months ended September 30, 2024) capitalized
into the process plant (note 5) on the condensed interim consolidated balance sheets bringing the net liability to $ 14,583,190 as of
September 30, 2025. At September 30, 2025, interest of $ nil ($ nil at December 31, 2024) is included in interest payable on the condensed
interim consolidated balance sheets.
The
Company performs quarterly testing of the covenants in the Debt Facility and was in compliance with all such covenants as of September
30, 2025.
Silver
Loan
On
August 8, 2024, the Company entered into definitive agreements with Monetary Metals Bond III LLC, an entity established by Monetary Metals
& Co., for a silver loan in an amount of U.S. dollars equal to up to 1.2 million ounces of silver, to be advanced in one or more
tranches, in support of the re-start and ongoing development of the Bunker Hill Mine (the “Silver Loan”).
17
In
June 2025, the Company and Monetary Metals & Co. agreed to amend the rate of interest of the silver loan reducing it from 15 % to
13.5 % effective August 9, 2025. In consideration for Monetary Metals’ participation in the June 5, 2025 restructuring transactions
of Bunker Hill and Silver Valley, Bunker Hill agreed to pay the following fees to Monetary Metals: a fee in the amount of $ 249,000 due
and payable on August 8, 2025 and $ 249,000 due and payable on August 8, 2026. The Company determined that the amendments to the terms
of the Silver Loan should not be treated as an extinguishment of the Silver Loan and have therefore been accounted for as a modification.
The Company recognized a gain on modification of debt of $ nil and $ 468,878 for the three and nine months ended September 30, 2025, respectively
compared to $ nil for the three and nine months ended September 30, 2024.
The
Company determined that in accordance with ASC 815 Derivatives and Hedging, the Silver Loan is valued and recorded as a single instrument,
with the periodic changes to fair value accounted through earnings, profit and loss.
The
fair value of the Silver Loan was determined using the Black-Derman-Toy (“BDT”) model. BDT models the evolution of interest
rates over time using a binomial tree structure by capturing level of interest rates and volatility and estimates the value of the prepayment
option by assessing how the borrower’s incentive to prepay changes with interest rate movements. The key inputs include:
Schedule
of Estimates Value of Prepayment Option by Assessing Interest Rate Movements
Reference
Valuation Date
Maturity Date
Contractual Interest
Rate
Interest
Rate
Volatility
Risk-free
rate
Credit Spread
Risk-
adjusted
rate
Tranche 1, 2, 3, 4, & 5
Dec 31, 2024
Aug 8, 2027
15 %
26.5 %
4.23 %
4.53 %
16.54 %
Tranche 1, 2, 3, 4, & 5
Mar 31, 2025
Aug 8, 2027
15 %
30.5 %
4.24 %
6.76 %
18.80 %
Tranche 1, 2, 3, 4, & 5
June 30, 2025
Aug 8, 2027
13.5 %
30.5 %
4.24 %
11.83 %
18.80 %
Tranche 1, 2, 3, 4, & 5
September 30, 2025
Aug 8, 2027
13.5 %
26.0 %
3.61 %
7.22 %
18.62 %
The
resulting fair values of the Silver Loan at September 30, 2025, and December 31, 2024, and as of the issuance date, were as follows:
Reference
September 30, 2025
Dec 31,
2024
Silver Loan
$ 50,829,454
$ 31,802,708
The
loss on changes in fair value of Silver Loan recognized on the condensed interim consolidated statements of income (loss) and comprehensive
income (loss) during the three and nine months ended September 30, 2025, was $ 11,909,903 and $ 20,939,850 respectively compared to $ 2,109,601
and $ 2,109,601 for the three and nine months ended September 30, 2024. The portion of changes in fair value that is attributable to changes
in the Company’s credit risk is accounted for within other comprehensive income during the three and nine months ended September
30, 2025, was $ ( 3,143,638 ), and $ 1,444,226 compared to $( 2,164,242 ) and $ ( 2,164,242 ) for the three and nine months ended September 30, 2024.
The
Company performs quarterly testing of the covenant of the Silver Loan and was in compliance with all such covenants as of September 30,
2025.
Teck
Promissory Note
On
March 21, 2025, the Company closed an unsecured promissory note for an aggregate principal amount of up to $ 3,400,000
(the “Note”). The Note bore interest at 12 %
per annum, with such interest capitalized and added to the principal amount outstanding under the Note monthly. The Note was
available in multiple advances at the discretion of Teck and was paid on demand on June 6, 2025. On March 21, 2025, the Company
received $ 763,000
in advance from Teck. On March 25, 2025, the Company received the remaining $ 2,325,000
on the Note from Teck. On May 21, 2025, the Note was amended to increase the aggregate principal amount to $ 4,400,000 ,
concurrently $ 1,000,000
was advanced from Teck under the Note.
18
On
June 6, 2025, the Company repaid principal and accrued interest, in the amount of $ 4,487,160 on the unsecured Note as amended. As of September
30, 2025, the principal and interest outstanding on the unsecured Note is $ nil
($ nil
at December 31, 2024) on the condensed interim consolidated balance sheets. Interest expense for the three and nine months ended
September 30, 2025, was $ nil
and $ 87,160
respectively ($ nil
and $ nil
for the three and nine months ended September 30, 2024).
$10,000,000
Teck Standby Facility
On
June 5, 2025, the Company closed an uncommitted demand standby prepayment credit facility with Teck for $ 10,000,000
(the “Teck Standby Facility”) . The Teck Standby Facility will bear interest at a rate of 13.5 %
per annum until June 30, 2027, and a rate equal to 15.0 %
per annum thereafter, calculated and capitalized quarterly. The
Teck Standby Facility will be available to the Company, until the earlier of (i) June 30, 2028, or (ii) the date on which the Bunker
Hill project hits 90% of name plate capacity or on the date on which the Company is cash flow positive for a quarter, whichever is
sooner, unless terminated earlier by Teck. As of December 31, 2024, and September 30, 2025, no advances have been made
on the facility. The Company determined that no recognition is required on the financial statements as of September 30, 2025, as no
amount has been drawn from the facility.
$3,500,000
Unsecured Loan
On
September 16, 2025, the Company closed an unsecured loan for an aggregate principal amount of up to $ 3,500,000
(the “Loan”). The Loan is noninterest bearing. The Loan was available in multiple advances at the
discretion of the non-related party and was paid on demand on September 30, 2025. On September 16, 2025, the Company received $ 1,750,000
in advance from non-related party. On September 23, 2025, the Company received $ 1,750,000
advance from non-related party.
On
September 30, 2025, the Company repaid principal on the unsecured Loan. As of September 30, 2025, the principal and interest
outstanding on the unsecured Loan is $ nil
($ nil
at December 31, 2024) on the condensed interim consolidated balance sheets.
10.
Capital Stock, Warrants, Stock Options and Restricted Share Units
Authorized
The
total authorized capital is as follows:
●
2,500,000,000
( 1,500,000,000 as of December 31, 2024) Common Shares with a par value of $ 0.000001 per Common Share; and
●
10,000,000
preferred shares with a par value of $ 0.000001 per preferred share.
Issued
and outstanding
In
January 2025, the Company issued 1,053,335 shares of common stock in connection with its election to satisfy financing cooperation fees
relating to the Cooperation Agreement for the six months ended September 30, 2024. In January 2025, the Company issued 621,500 shares
of common stock in connection with its election to satisfy financing cooperation fee relating to the Cooperation Agreement for the three
months ended December 31, 2024. The Company recognized a loss on debt settlement of $ nil and $ 13,972 for the three and nine months ended
September 30, 2025 (compared to $ nil and $ nil for the three and nine months ended September 30, 2024) in the on the condensed interim
consolidated statements of income (loss) and comprehensive income (loss) for satisfying the financing cooperation fee with shares.
In
January 2025, 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 ending December 31, 2024.
In
January 2025, the Company issued 672,450 shares of common stock in connection with settlement of RSUs.
19
In
April 2025 the Company issued 187,500 shares of common stock in connection with its election to satisfy interest payments under the outstanding
convertible debenture for the three months ending March 31, 2025.
On
June 5, 2025, we, closed the brokered private placement (the “Brokered Offering”) for aggregate cash consideration of $ 6,200,000 ,
which included participation by Sprott Streaming and Royalty Corp. (together with its affiliates, “Sprott Streaming”), and
concurrent non-brokered private placement (the “Non-Brokered Offering” and together with the Brokered Offering, collectively,
the “Equity Offerings”) with Teck Resources Limited (together with its affiliates, “Teck”) for $ 20,500,000 . As
part of the equity offering the Company incurred $ 918,425 of financing costs recognized in additional paid in capital on the condensed
balance sheets and $ 216,008 of financing costs on the condensed interim consolidated statements of income (loss) and comprehensive income
(loss) relating to the issuance of 126,107,872 warrants.
As
part of the Equity Offerings, we issued an aggregate of our 252,215,751 units (“Units”) at a price of C$ 0.15 per Unit (the
“Offering Price”). Each Unit issued under the Equity Offerings consisted of one share of our common stock and one-half of
one share of common stock purchase warrant (a “Warrant”). Each whole Warrant will be exercisable to acquire one additional
share of our common stock (a “Warrant Share”) at a price of C$ 0.25 per Warrant Share for a period of three years following
the date of issuance, subject to customary adjustments.
In
the Brokered Offering, 56,921,096 Units were sold at the Offering Price by a syndicate of agents led by BMO Capital Markets, CIBC Capital
Markets and Red Cloud Securities Inc., as joint bookrunners, and including National Bank Financial Inc. (collectively, the “Agents”),
of which Sprott Streaming acquired 10,000,000 Units (the “Sprott Subscription”). In the Non-Brokered Offering, Teck acquired
195,294,655 Units (the “Teck Units”) at the Offering Price. We intend to use the net proceeds of the Equity Offerings to
support the construction, start-up and ramp-up of the Bunker Hill Mine.
The
Equity Offerings, including both the brokered and non-brokered components, were conducted on a private placement basis pursuant to
applicable exemptions from the requirements of securities laws under National Instrument 45-106 – Prospectus Exemptions and
the United States Securities Act of 1933, as amended (the “Securities Act”), in such other jurisdictions outside of
Canada and the United States pursuant to applicable exemptions from the prospectus, registration or other similar requirements in
such other jurisdictions. All securities issued pursuant to the Equity Offerings (i) are subject to a four month plus one day hold
period in accordance with applicable Canadian securities laws and, if applicable, the policies of the TSX Venture Exchange (the
“TSX-V”) and (ii) have not been registered under the Securities Act or any U.S. state securities laws and may not be
offered or sold in the United States without registration under the Securities Act and all applicable state securities laws or
compliance with requirements of an applicable exemption therefrom. The gross proceeds were bifurcated between equity and warrant liability at $ 19,500,019 (net of transaction costs of $ 918,425 ) and $ 6,279,115
respectively, as of June 5, 2025.
Sprott
Stream Conversion
On
June 5, 2025, the existing metals purchase agreement (the “Metals Purchase Agreement”) dated June 23, 2023, by and among
us, Silver Valley, and Sprott Streaming, pursuant to which Sprott Streaming previously advanced a $ 46,000,000 deposit to Silver Valley,
was terminated and exchanged (the “Exchange Agreement”) for (i) 200,000,000 shares of our common stock; (ii) senior secured
Series 3 convertible debentures in the aggregate principal amount of US$ 4 million and with a maturity date of June 5, 2030 (the “Series
3 CDs”); and (iii) an additional 1.65 % life-of-mine gross revenue royalty (the “New Royalty”) on primary and secondary
claims comprising the Bunker Hill Mine.
Sprott
Streaming Debt Settlements
On
June 5, 2025, The Company and Silver Valley entered into the debt settlement agreements with Sprott Streaming (collectively, the “Sprott
Debt Settlement Agreements”), pursuant to which an aggregate of 63,690,476 shares of our common stock were issued to Sprott Streaming
at the Offering Price in full satisfaction of (i) $ 487,500 of unpaid interest under the secured convertible debentures held by Sprott
Streaming, and (ii) $ 6,200,000 , consisting of the principal amount of US$ 6 million previously advanced to us under the Debt Facility,
together with an aggregate of $ 200,000 of interest accrued thereon.
20
Additional
Debt Settlements
The
Company agreed to settle outstanding receivables and other amounts owing (including, where applicable, accrued and unpaid interest thereon)
in aggregate amounts of approximately $ 80,000 , $ 3,072,254 and C$ 195,000 with certain creditors, contractors, and directors, respectively,
of the Company’s or Silver Valley through the issuance of equity securities at the Offering Price. On June 5, 2025, concurrently
with the closing of the Equity Offerings, the Company entered into debt settlement agreements (collectively, the “Debt Settlement
Agreements”) with such creditors, contractors, and directors (collectively, the “Debt Settlements”) in order to preserve
its cash for the potential restart and ongoing development of the Bunker Hill Mine.
In
connection with the Debt Settlements, the Company issued:
(a)
761,904 Units to MineWater, for a financing cooperation fee;
(b)
257,379 shares of our common stock to four of our directors for their services for the period beginning on March 1, 2025, and ending
on April 30, 2025; and
(c)
30,302,181 Units to certain other arm’s length creditors or contractors of the Company to settle certain other outstanding receivables
and other amounts owing in the aggregate amount of approximately $ 3,072,254 .
Equity
Payment
Silver
Valley and C & E Tree Farm, L.L.C. (“C&E”) previously entered into an option agreement dated March 3, 2023 (the “Option
Agreement”), pursuant to which Silver Valley has an option to purchase certain real property in Idaho, USA, from C&E upon making
a cash payment of $ 3,129,500 , subject to adjustment for lease payments made pursuant to a commercial lease agreement between the parties.
The Company wanted to satisfy a portion of the purchase price payable under the Option Agreement through the issuance of equity securities.
Accordingly, on June 5, 2025, the Company, Silver Valley and C&E entered into an equity payment agreement (the “Equity Payment
Agreement”), pursuant to which the Company issued 4,761,905 Units to C&E at a deemed price equal to the Offering Price to satisfy
$ 500,000 of the purchase price payable under the Option Agreement. Each Unit issued pursuant to the Equity Payment Agreement consists
of one shares of our common stock and one-half of one Warrant, with each whole Warrant exercisable for one additional Warrant Share at
an exercise price of C$ 0.25 per Warrant Share for a period of three years following the date of issuance, being June 5, 2028. The payment
is included in long term deposits on the September 30, 2025, interim consolidated balance sheets.
In
July 2025, the Company issued 15,378,473
shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debenture for
the three months ending June 30, 2025 and the debt facility for the six months ended June 30, 2025.
On
September 29, 2025, the Company, closed the brokered private placement (the “Brokered Offering”) for aggregate cash
consideration of $ 37,378,645 which
included participation by Teck for $ 19,494,060 .
As part of the equity offering the Company incurred $ 1,350,948 of
financing costs on the condensed interim consolidated statements of income (loss) and $ 1,239,410 of financing costs in contributed
surplus on the condensed interim consolidated balance sheets. Additionally, the Company issued 25,481,736 compensation
options incurring $ 1,104,816 of
financing costs on the condensed interim consolidated statements of income (loss) for the three and nine months ended September 30,
2025 and $ 1,204,240 of financing costs in contributed surplus on the condensed interim consolidated balance sheets. Each Compensation option is exercisable to acquire one Common Share of the Company at a price of C$ 0.12 per
share for a period of 24 months from September 29, 2025.
As
part of the Brokered Offering, we issued an aggregate of 431,250,000
units (“Units”) at a price of $ 0.087
per Unit. Each Unit consists of one share of common stock of the Company (a “Common Share”) and one common share
purchase warrant of the Company (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share (a
“Warrant Share”) at an exercise price of C$ 0.17
per Warrant Share for 60 months after issuance. The gross proceeds were bifurcated between equity and warrant liability at $ 19,494,267 and $ 17,884,378 respectively, as of September 29, 2025.
21
The
Equity Offering was conducted on a private placement basis pursuant to applicable exemptions from the requirements of securities laws
under National Instrument 45-106 – Prospectus Exemptions and the United States Securities Act of 1933, as amended (the “Securities
Act”), in such other jurisdictions outside of Canada and the United States pursuant to applicable exemptions from the prospectus,
registration or other similar requirements in such other jurisdictions. All securities issued pursuant to the Equity Offerings (i) are
subject to a four month plus one day hold period in accordance with applicable Canadian securities laws and, if applicable, the policies
of the TSX Venture Exchange (the “TSX-V”) and (ii) have not been registered under the Securities Act or any U.S. state securities
laws and may not be offered or sold in the United States without registration under the Securities Act and all applicable state securities
laws or compliance with requirements of an applicable exemption therefrom.
In
January 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 ending December 31, 2023.
In
March 2024, the Company issued 2,546,436 shares of common stock in connection with settlement of RSUs.
In
April 2024, the Company issued 100,000 shares of common stock in connection with settlement of RSUs.
In
April 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.
In
July 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.
In
August 2024, in connection with closing of the First Tranche, the Company issued 1,280,591 Warrants to Monetary Metals & Co. The
Tranche 1 Warrants will be exercisable until August 8, 2027, at an exercise price of C$ 0.16 .
The
Company has accounted for the warrants in accordance with ASC Topic 815. The warrants are considered derivative instruments as they were
issued in a currency other than the Company’s functional currency of the U.S. dollar. The estimated fair value of warrants accounted
for as liabilities was determined on the date of issue and marked to market at each financial reporting period. The change in fair value
of the warrant is recorded in the condensed interim consolidated statements of income (loss) and comprehensive income (loss) as a gain
or loss and is estimated using the Binomial model.
The
fair value of the warrant liabilities related to the various tranches of warrants issued during the period were estimated using the Binomial
model to determine the fair value using the following assumptions as at September 30, 2025 and December 31, 2024:
Schedule
of Fair Value of Warrant Liabilities Related
to Various Tranches of Warrants Issued
September 2025 warrants
September 30,
2025
Grant
Date
Expected life
1825 days
1826 days
Volatility
105 %
105 %
Risk free interest rate
2.78 %
2.78 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.185
$ 0.205
Fair value
$ 21,527,241
$ 24,353,610
Change in derivative liability
$ ( 2,826,369 )
22
During
the three and nine months ended September 30, 2025, the Company recognized a loss on issuance of the September 29, 2025 warrants of $ 6,469,025
($ nil and $ nil for the three months ended September 30, 2024).
June 2025 warrants
September 30,
2025
Grant
Date
Expected life
979 days
1096 days
Volatility
90 %
105 %
Risk free interest rate
2.47 %
2.62 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.185
$ 0.135
Fair value
$ 9,652,428
$ 7,171,032
Change in derivative liability
$ 2,481,396
January 2025 warrants
September 30,
2025
Grant
Date
Expected life
677 days
943 days
Volatility
80 %
105 %
Risk free interest rate
2.47 %
2.85 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.185
$ 0.165
Fair value
$ 6,887
$ 7,116
Change in derivative liability
$ ( 229 )
November 2024 warrants
September 30,
2025
December
2024
Expected life
677 days
950 days
Volatility
80 %
95 %
Risk free interest rate
2.47 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.185
$ 0.155
Fair value
$ 36,956
$ 32,374
Change in derivative liability
$ 4,582
October 2024 warrants
September 30,
2025
December
2024
Expected life
677 days
950 days
Volatility
80 %
95 %
Risk free interest rate
2.47 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.185
$ 0.155
Fair value
$ 25,056
$ 25,881
Change in derivative liability
$ ( 825 )
August 2024 warrants
September 30,
2025
December
2024
Expected life
677 days
950 days
Volatility
80 %
95 %
Risk free interest rate
2.47 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.185
$ 0.155
Fair value
$ 80,215
$ 82,857
Change in derivative liability
$ ( 2,642 )
March 2023 warrants
September 30,
2025
December 31,
2024
Expected life
178 days
451 days
Volatility
24 %
24 %
Risk free interest rate
2.47 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.185
$ 0.155
Fair value
$ 1,554,093
$ 915,046
Change in derivative liability
$ 639,047
23
April 2022 special warrants issuance
September 30,
2025
December 31,
2024
Expected life
Expired
91 days
Volatility
N/A
70 %
Risk free interest rate
N/A
2.96 %
Dividend yield
N/A
0 %
Share price (C$)
$ N/A
$ 0.155
Fair value
$ -
$ 1
Change in derivative liability
$ ( 1 )
April 2022 non-brokered issuance
September 30,
2025
December 31,
2024
Expected life
Expired
91 days
Volatility
N/A
70 %
Risk free interest rate
N/A
2.96 %
Dividend yield
N/A
0 %
Share price (C$)
$ N/A
$ 0.155
Fair value
$ -
$ 1
Change in derivative liability
$ ( 1 )
June 2022 issuance
September 30,
2025
December 31,
2024
Expected life
Expired
91 days
Volatility
N/A
70 %
Risk free interest rate
N/A
2.96 %
Dividend yield
N/A
0 %
Share price (C$)
$ N/A
$ 0.155
Fair value
$ -
$ 1
Change in derivative liability
$ ( 1 )
February 2021 issuance
September 30,
2025
December 31,
2024
Expected life
132 days
405 days
Volatility
95 %
70 %
Risk free interest rate
2.47 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.185
$ 0.155
Fair value
$ 1
$ 44,465
Change in derivative liability
$ ( 44,464 )
June 2019 issuance
September 30,
2025
December 31,
2024
Expected life
92 days
365 days
Volatility
120 %
70 %
Risk free interest rate
2.47 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.185
$ 0.155
Fair value
$ 1
$ 9,724
Change in derivative liability
$ ( 9,723 )
24
August 2019 issuance
September 30,
2025
December 31,
2024
Expected life
92 days
365 days
Volatility
120 %
70 %
Risk free interest rate
2.47 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.185
$ 0.155
Fair value
$ 1
$ 14,945
Change in derivative liability
$ ( 14,944 )
Outstanding
warrants at September 30, 2025 and December 31, 2024 were as follows:
Schedule
of Warrant Activity
Weighted
Weighted
average
average
Number of
exercise price
grant date
warrants
(C$)
value ($)
Balance, December 31, 2023
145,061,976
$ 0.37
$ 0.09
Issued
2,157,384
0.15
0.07
Expired
( 40,538,969 )
0.37
0.15
Balance, December 31, 2024
147,219,360
$ 0.37
$ 0.09
Balance, December 31, 2024
147,219,360
$ 0.37
$ 0.09
Issued
575,371,249
0.19
0.08
Expired
( 40,538,969 )
0.37
0.15
Balance, September 30, 2025
682,051,640
$ 0.22
$ 0.08
At
September 30, 2025, the following warrants were outstanding:
Schedule
of Warrants Outstanding Exercise Price
Exercise
Number of
Number of
warrants
Expiry date
price (C$)
warrants
exercisable
December 31, 2025
0.59
32,895,200
32,895,200
February 9, 2026
0.60
17,112,500
17,112,500
February 16, 2026
0.60
2,881,580
2,881,580
March 27, 2026
0.15
51,633,727
51,633,727
August 8, 2027
0.16
1,680,591
1,680,591
August 8, 2027
0.15
100,397
100,397
August 8, 2027
0.12
476,793
476,793
June 5, 2028
0.25
144,020,852
144,020,852
September 30, 2030
0.17
431,250,000
431,250,000
682,051,640
682,051,640
Compensation
options
At
September 30, 2025, and December 31, 2024 the following broker options were outstanding:
Schedule
of Compensation Options
Weighted
Number of
average
broker
exercise price
options
(C$)
Balance, December 31, 2023
4,301,150
$ 0.24
Expired – February 2024
( 351,000 )
0.50
Expired – April 2024
( 1,879,892 )
0.30
Balance, December 31, 2024
2,070,258
0.15
Balance, December 31, 2024 (i)
2,070,258
0.15
Issued – September 2025 (ii)
25,481,736
0.12
Balance, September 30, 2025
27,551,994
0.12
25
(i)
The grant date fair value
of the March 2023 Compensation Options was estimated at $ 111,971 using the Black-Scholes valuation model with the following underlying
assumptions:
(ii)
The
grant date fair value of the September 2025 Compensation Options was estimated at $ 2,309,056
using the Black-Scholes valuation model with the following underlying assumptions:
Schedule
of Estimated Using Black-Scholes Valuation Model for Fair Value of Broker Options
Grant Date
Risk free
interest rate
Dividend yield
Volatility
Stock price
Weighted average life
(i) March 2023
3.4 %
0 %
120 %
C$ 0.11
3 years
(ii) September 2025
2.5 %
0 %
85 %
C$ 0.205
2 years
Schedule of Broker Exercise
Price
Exercise
Number of
Grant date
Fair value
Expiry date
price (C$)
broker options
($)
March 27, 2026 (i)
$ 0.12
2,070,057
$ 111,971
September 29, 2027 (ii)
$ 0.12
25,481,736
$ 2,309,056
i)
Exercisable into one March
2023 Unit.
ii)
Exercisable into one share
of common stock of the Company.
Stock
options
Outstanding
stock options at September 30, 2025, and December 31, 2024 were as follows:
Schedule
of Stock Options
Weighted
average
Number of
exercise price
stock options
(C$)
Balance, December 31, 2023
8,970,636
$ 0.52
Granted August 1, 2024
87,493
$ 0.16
Expired October 24, 2024
( 1,575,000 )
$ 0.60
Expired October 31, 2024
( 1,037,977 )
$ 0.34
Balance, December 31, 2024
6,445,152
$ 0.52
Balance, December 31, 2024
6,445,152
$ 0.52
Expired April 20, 2025
( 5,957,659 )
$ 0.55
Balance, September 30, 2025
487,493
$ 0.15
The
following table reflects the stock options issued and outstanding as of September 30, 2025:
Schedule
of Actual Stock Options Issued and Outstanding
Number of
remaining
Number of
options
Exercise
contractual
options
vested
Grant date
price (C$)
life (years)
outstanding
(exercisable)
fair value ($)
0.15
2.15
400,000
400,000
37,387
0.16
3.84
87,493
87,493
7,242
487,493
487,493
$ 44,629
26
The
vesting of stock options during the three and nine months ending September 30, 2025, resulted in stock based compensation expense of
$ 635 and $ 4,226 , respectively ($ 2,366 and $ 33,882 for the three and nine months ending September 30, 2024, respectively).
Restricted
Share Units
Effective
March 25, 2020, the Board of Directors approved a Restricted Share Unit (“RSU”) Plan to grant RSUs to its officers, directors,
key employees and consultants.
Outstanding
RSUs at September 30, 2025 and December 31, 2024 were as follows:
Schedule of Restricted Share Units
Weighted
average
grant date
fair value
Number of
per share
shares
(C$)
Unvested as at December 31, 2023
7,044,527
$ 0.24
Granted (i, ii)
9,720,403
$ 0.11
Vested
( 2,667,436 )
$ 0.23
Forfeited
( 71,000 )
$ 0.50
Unvested as at December 31, 2024
14,026,494
$ 0.15
Unvested as at December 31, 2024
14,026,494
$ 0.15
Forfeited
( 1,754,934 )
$ 0.14
Vested
( 5,570,899 )
0.15
Unvested as at September 30, 2025
6,700,660
$ 0.15
(i)
On January 29, 2024, the
Company granted 672,450 RSUs to the CFO of the Company, which vest on January 29, 2025. The vesting of these RSUs resulted in stock-based
compensation of $ 3,552 and $ 3,552 , respectively, for the three and nine months ended September 30, 2025, which is included in operating
expenses condensed interim consolidated statements of income (loss) and comprehensive income (loss), compared to $ 12,568 and $ 33,880
for the three and nine months ended September 30, 2024, respectively.
(ii)
On March 13, 2024, the
Company granted 9,047,953 RSUs to certain executives and employees of the Company, which vest in one-third increments on March 13
of 2025, 2026 and 2027. The vesting of these RSUs resulted in a (recovery) of stock based compensation expense and stock-based compensation
of $ ( 28,136 ) and $ 121,905 , respectively, for the three and nine months ended September 30, 2025, which is included in operating expenses
condensed interim consolidated statements of income (loss) and comprehensive income (loss) compared to $ 113,568 and $ 248,112 , for
the three and nine months ended September 30, 2024, respectively.
The
vesting of RSU’s during the three and nine months ending September 30, 2025, resulted in a (recovery) of stock based compensation
expense and stock based compensation expense of $ ( 74,890 )
and $ 186,736
respectively ($ 209,145
and $ 635,809
for the three and nine months ending September 30, 2024, respectively).
11.
Deferred Share Units
Effective
April 21, 2020, the Board of Directors approved a Deferred Share Unit (“DSU”) Plan to grant DSUs to its directors. The DSU
Plan permits the eligible directors to defer receipt of all or a portion of their retainer or compensation until termination of their
services and to receive such fees in the form of cash at that time.
Upon
vesting of the DSUs or termination of service as a director, the director will be able to redeem DSUs based upon the then market price
of the Company’s Common Share on the date of redemption in exchange for cash.
27
Outstanding
DSUs at September 30, 2025 and December 31, 2024 were as follows:
Schedule of Deferred Share Units
Weighted
average
grant date
fair value
Number of
per share
shares
(C$)
Unvested as at December 31 2023
1,495,454
$ 0.90
Granted
2,865,363
$ 0.13
Vested
( 4,023,342 )
$ 0.41
Unvested as at December 31 2024
337,475
$ 0.16
Unvested as at December 31 2024, and September 30, 2025
337,475
$ 0.16
The
vesting of DSU’s during the three and nine months ended September 30, 2025, resulted in stock based compensation expense of $ 379,510
and $ 234,103 , respectively. The vesting of DSU’s during the three and nine months ending September 30, 2024, resulted in stock
based compensation expense of $ 14,379 and $ 566,152 , respectively. The fair value of each DSU is $ 0.13 as of September 30, 2025, and $ 0.11
as of December 31, 2024.
12.
Commitments and Contingencies
EPA
and IDEQ Obligations
As
stipulated in the agreement with the EPA and as described in Note 8, the Company is required to make two types of payments to the EPA
and IDEQ, one for historical water treatment cost-recovery to the EPA, and the other for ongoing water treatment. Water treatment costs
incurred through December 2021 are payable to the EPA, and water treatment costs incurred thereafter are payable to the IDEQ. The IDEQ
(as done formerly by the EPA) invoices the Company on an annual basis for the actual water treatment costs, which may exceed the recognized
estimated costs significantly. When the Company receives the water treatment invoices, it records any liability for actual costs over
and above any estimates made and adjusts future estimates as required based on these actual invoices received. The Company is required
to pay for the actual costs regardless of the periodic required estimated accruals and payments made each year.
During the three months ended September 30, 2025, the Company commenced discussions with the EPA and the IDEQ to advance a second amendment
to the Amended Settlement Agreement. Specifically, the Company is seeking a restructure of the ongoing obligations to the EPA and IDEQ.
Crescent
Legal Proceeding
On
July 28, 2021, a lawsuit was filed in the U.S. District Court for the District of Idaho brought by Crescent Mining, LLC
(“Crescent” or “Plaintiff”). The named defendants include Placer Mining, Robert Hopper Jr., and the Company.
The lawsuit alleges that Placer Mining and Robert Hopper Jr. intentionally flooded the Crescent Mine during the period from 1991 and
1994, and that the Company is jointly and severally liable with the other defendants for unspecified past and future costs
associated with the presence of acid mine drainage in the Crescent Mine. The Plaintiff requested unspecified damages. On September
20, 2021, the Company filed a motion to dismiss Crescent’s claims against it, contending that such claims are facially
deficient. On March 2, 2022, the court granted in part and denied in part the Company’s motion to dismiss. The court
granted the Company’s motion to dismiss in respect of Crescent’s cost recovery claim under CERCLA Section 107(a), and
declaratory judgment, tortious interference, trespass, nuisance and negligence claims. These claims were dismissed without
prejudice. The court denied the motion to dismiss filed by Placer Mining Corp. for Crescent’s trespass, nuisance and
negligence claims. Crescent later filed an amended complaint on April 1, 2022. Placer Mining Corp. and Bunker Hill Mining Corp are
named as co-defendants. Bunker Hill responded to the amended filing, refuting and denying all allegations made in the complaint
except those that are assertions of fact as a matter of public record. The Company believes Crescent’s lawsuit is without
merit and is defending the claims on behalf of itself and Placer Mining Corp. pursuant to an indemnification granted by Company of
Placer Mining Corp. granted pursuant to the sale and purchase agreement executed between the companies for the Mine on December 15,
2021. During the nine months ended September 30, 2025, the Company attended a mediation session with the plaintiff. The lawsuit
continues to advance through the discovery and pre-trail phase, in which information is gathered and exchanged.
28
13.
Deferred Tax liability
The
Company incurred no income tax recovery or expense for the three and nine months ended September 30, 2025 and incurred income tax recovery
of $ 448,844 and $ 1,653,562 for the three and nine months ended September 30, 2024. The Company’s effective income tax rate for
the first nine months of 2024 was 9.4 %. The effective tax rate during the first three months of 2024 rate differed from the statutory
rate primarily due to the recognition of deferred tax assets available to offset the deferred tax liability associated with the Stream
Obligation. The Company maintains a valuation allowance against net operating losses subject to Section 382 and other deferred tax assets.
Current
liabilities at September 30, 2025, and December 31, 2024, include an income tax payable of $ 950,000 and $ 1,050,000 , respectively. This
relates to the proceeds of the Stream which were classified as income under the U.S. internal revenue code. The Company elected to defer
the income, one year, to 2024, in which most of the income was offset by losses incurred in the current year and previous years.
A
valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be
realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of
its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will likely
ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion
of the related valuation allowance will be reduced.
14.
Operating Expenses
Schedule of Operating Expenses
2025
2024
2025
2024
Three Months Ended
Nine Months Ended
September 30,
September 30
2025
2024
2025
2024
Operating expenses
General administration expenses
$ 2,178,004
$ 2,416,265
$ 6,884,260
$ 8,603,737
Salaries, wages, and consulting fees
991,340
1,018,094
2,304,850
2,768,367
Total
3,169,344
3,434,359
9,189,110
11,372,104
15.
Related party transactions
The
Company’s key management personnel have the authority and responsibility for planning, directing and controlling the activities
of the Company and consists of the Company’s executive management team and management directors.
Schedule of Related Party Transactions
Three Months
Ended
Three Months
Ended
Nine Months
Ended
Nine Months
Ended
September 30,
September 30,
September 30,
September 30,
2025
2024
2025
2024
Consulting fees & wages
$ 261,114
$ 319,462
$ 997,350
$ 1,147,063
At
September 30, 2025 and September 30, 2024, $ 23,451 and $ 122,084 respectively is owed to key management personnel with all amounts included
in accounts payable and accrued liabilities.
Sprott
Transactions
In
January 2025, the Company drew $ 11,000,000 on
the Sprott debt facility. As a greater than 10% holder in the Company’s equity, Sprott is a related party. As
consideration for Sprott advancing the debt facility the Company granted Sprott a royalty for 1.0% of life-of-mine gross revenue
from mining claims considered to be historically worked, contiguous to current accessible underground development, and covered by
the Company’s 2021 ground geophysical survey and a 0.70% rate will apply to claims outside of these areas.
29
In
January 2025, the Company issued 7,119,049 shares of common stock to Sprott in connection with its election to satisfy interest payments
under the outstanding convertible debentures owned by Sprott for the three months ended December 31, 2024.
On
June 5, 2025, the following transactions relating to Sprott occurred:
Equity
Raise Participation
Sprott
Streaming acquired 10,000,000 Units in the Brokered Offering. at a price of C$ 0.15 per Unit (the “Offering Price”). Each
Unit issued under the Equity Offerings consisted of one share of our common stock and one-half of one share of common stock purchase
warrant (a “Warrant”). Each whole Warrant will be exercisable to acquire one additional share of our common stock (a “Warrant
Share”) at a price of C$ 0.25 per Warrant Share for a period of three years following the date of issuance, subject to customary
adjustments.
Stream
Conversion
On
June 5, 2025, the existing metals purchase agreement (the “Metals Purchase Agreement”) dated June 23, 2023, by and among
us, Silver Valley, and Sprott Streaming, pursuant to which Sprott Streaming previously advanced a $ 46,000,000 deposit to Silver Valley,
was terminated and exchanged (the “Exchange Agreement”) for (i) 200,000,000 shares of our common stock; (ii) senior secured
Series 3 convertible debentures in the aggregate principal amount of $ 4,000,000 and with a maturity date of June 5, 2030 (the “Series
3 CDs”); and (iii) an additional 1.65 % life-of-mine gross revenue royalty (the “New Royalty”) on primary and secondary
claims comprising the Bunker Hill Mine.
Sprott
Streaming Debt Settlements
On
June 5, 2025, we and Silver Valley entered into the debt settlement agreements with Sprott Streaming (collectively, the “Sprott
Debt Settlement Agreements”), pursuant to which an aggregate of 63,690,476 shares of our common stock were issued to Sprott Streaming
at the Offering Price in full satisfaction of (i) $ 487,500 of unpaid interest under the secured convertible debentures held by Sprott
Streaming, and (ii) $ 6,200,000 , consisting of the principal amount of $ 6,000,000 previously advanced to us under the Debt Facility, together
with an aggregate of $ 200,000 of interest accrued thereon.
In
July 2025, the Company issued 15,163,195 shares of common stock to Sprott in connection with its election to satisfy interest payments
under the outstanding convertible debentures owned by Sprott for the three months ended June 30, 2025.
Teck
Transactions
As a greater than 10% holder in the Company’s equity, Teck is a related
party. On
March 21, 2025, the Company closed an unsecured promissory note for an aggregate principal amount of up to $ 3,400,000 (the “Note”).
The Note interest rate was set at 12 % per annum, with such interest being capitalized and added to the principal amount outstanding under
the Note monthly. The Note was available in multiple advances at the discretion of Teck and is payable on demand from Teck. On March
21, 2025, the Company received $ 763,000 in advance from Teck. On March 25, 2025, the Company received $ 2,325,000 advance from Teck. On
April 7, 2025, the Company received $ 312,000 advance from Teck. On May 21, 2025, the Note was amended to increase the aggregate principal
amount to $ 4,400,000 , concurrently $ 1,000,000 was advanced from Teck under the Note. On June 6, 2025, the Company repaid principal and
accrued interest on the full balance of the unsecured Note in the amount of $ 4,487,160 .
On
June 5, 2025, the Company closed a non-brokered private placement (the “Non-Brokered Offering”) with Teck Resources Limited
for 195,294,655 Units at a price of US$ 0.105 per Unit for aggregate gross proceeds to the Corporation of US$ 20,505,938.77 . Each Unit
issued under the Equity Offerings consisted of one share of our common stock and one-half of one share of common stock purchase warrant
(a “Warrant”). Each whole Warrant will be exercisable to acquire one additional share of our common stock (a “Warrant
Share”) at a price of C$ 0.25 per Warrant Share for a period of three years following the date of issuance, subject to customary
adjustments.
On
September 29, 2025, the Company, closed the brokered private placement (the “Brokered Offering”) for aggregate cash consideration
of $ 37,378,645.19
which included participation by Teck for 223,786,706
units for $ 19,494,060 .
Each Unit consists of one share of common stock of the Company (a “Common Share”) and one common share purchase warrant of
the Company (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”)
at an exercise price of C$ 0.17
per Warrant Share for 60 months after issuance.
16.
Geographic and Segment Information
The
Company has one reportable operating segment. The Company’s primary focus is the development and restart of our 100 % owned Bunker
Hill Mine in Kellogg, Idaho, U.S. The Company reported no revenues during the three and nine months ended September 30, 2025, and 2024.
17.
Subsequent Events
Equity
Transactions
On
October 6, 2025, the Company issued 2,236,112 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, 2025.
On
October 14, 2025, the Company granted 3,980,071 RSUs to certain members of management of the Company. The RSUs will vest in one-third
increments on October 14, 2025, June 30, 2026 and June 30, 2027, with each RSU vesting into one share of common stock.
On October 22, 2025, the Company issued 83,000 shares of common stock in
connection with a stockholder’s warrant exercise. The Company received $ 8,858 in net proceeds after bank fees.
On October 27, 2025, the Company granted 700,000
stock options to a non-related party, of which all vested on the one-year anniversary of the grant date. These options have a 2 -year
life and are exercisable at C$ 0.19 per common share.
On October 27, 2025, the Company announced announce that its wholly-owned subsidiary Silver Valley Metals Corp., has entered into an asset
purchase agreement with Silver Dollar Resources (Idaho) Inc., a subsidiary of Silver Dollar Resources Inc. (“Silver Dollar”),
to acquire the Ranger-Page property which includes, six past-producing underground high-grade silver-lead-zinc mines located immediately
adjacent to and to the west of the Bunker Hill Mine in the prolific Silver Valley mining district of Idaho, USA. Under the terms of the
agreement, Bunker Hill will acquire 100% of Silver Dollar’s interest in the Ranger-Page Mines for total consideration of $ 2,400,000
comprised of 23,333,334 Bunker Hill Common Shares.
On October 28, 2025, the Company issued 925,144
shares of common stock and 925,144 warrants exercisable into one share of common stock at a strike price of C$ 0.15 with an expiry of
March 27, 2026 in connection with a compensation option exercise. The company received $ 79,518
in net proceeds after bank fees.
Silver
Loan
On November 10, 2025, the Company closed the six tranche of the Silver
Loan in the principal amount of $ 2,521,215 , being the number of US dollars equal to 50,384 ounces of silver.
30
Item
2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
The
following management’s discussion and analysis of the consolidated financial results and condition of Bunker Hill Mining Corp.
(collectively, “we,” “us,” “our,” “Bunker Hill” or the “Company”) for the
three and nine months ended September 30, 2025, has been prepared based on information available to us as of November 12, 2025. This
discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto included herewith
and the audited Consolidated Financial Statements of Bunker Hill for the year ended December 31, 2024, and the related notes thereto
filed with our Annual Report on Form 10-K, which have been prepared in accordance with U.S. GAAP. This discussion and analysis contains
forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results, performance, or achievements may differ
materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those
set forth elsewhere in this report. See “Cautionary Note Regarding Forward-Looking Statements.”
All
currency amounts are expressed in U.S. dollars.
Description
of Business
Corporate
Information
The
Company was incorporated under the laws of the State of Nevada, U.S.A on February 20, 2007, under the name Lincoln Mining Corp. 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 Canadian 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 report.
Overview
and Outlook
Our
primary focus is the development and restart of our 100% owned Bunker Hill Mine (the “Bunker Hill Mine”) in Kellogg, Idaho,
USA. The Bunker Hill Mine was 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.
31
The
Company was incorporated for the initial purpose of mineral exploration at the Bunker Hill 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
an early-stage analysis that assesses the viability of a potential mining project, providing a preliminary assessment of its economic
and technical feasibility (“Prefeasibility Study”), (iii) delineating mineral reserves, and (iv) advancing the construction
of the facilities for commissioning and operations in the first half of 2026, with nameplate 1,800 tons per day production expected in
2026.
Current
External Factors Impacting our Business
In
2022, the United States Geological Survey included zinc as one of the primary metals at Bunker Hill along with lead and silver as a critical
material that is essential to the U.S. economy and national security. Zinc uses include incorporation in metal products, rubber and medicines. About three-fourths of zinc
used is consumed as metal, mainly as a coating to protect iron and steel from corrosion (galvanized metal), as alloying metal to make
bronze and brass, as zinc-based die casting alloy, and as rolled zinc.
Due
to the dominance of China over certain critical materials production, including zinc, the U.S. government is taking certain actions
to support the domestic critical materials supply chain, including tax incentives and federal loan programs specifically designed to
support critical materials producers, and to strengthen the defense industrial base with respect to critical minerals.
During the first nine months of 2025, we have monitored the many federal actions of President Trump and his Administration, including executive orders covering critical
minerals and materials, including zinc. On January 20, 2025, President Trump issued the “Unleashing American Energy” Executive
Order, which included (1) several urgent critical mineral directives, including the immediate review of all agency actions that potentially
burden the development of domestic energy resources with particular attention to critical minerals; (2) directing the Secretary of Energy
to ensure that critical mineral projects, including the processing of critical minerals, receive consideration for federal support; and
(3) directing the Secretary of Defense to consider the needs of the U.S. in supplying and maintaining the national defense stockpile
to provide a robust supply of critical minerals, which will create jobs and prosperity at home, strengthen supply chains for the U.S.
and its allies, and reduce the global influence of malign and adversarial states.
In
March 2025, President Trump issued the “Immediate Measures to Increase American Mineral Production” Executive Order. In this
Executive Order, President Trump directed the federal agencies, including the Export – Important Bank of the US (“EXIM”), to unlock the permitting, funding and issuance
of off-take agreements for critical minerals. The Executive Order includes near-term actions to be determined and implemented by the
federal agencies to mobilize capital for mineral producers and create off-take agreements for the strategic stockpiling of minerals critical
to the United States’ defense, technology and energy.
Since early 2025 and continuing into the third quarter of 2025, the Trump Administration has announced several potential and/or increased
tariffs and other trade restrictions on the imports to the United States. These restrictions are in response to China’s export restrictions
in critical minerals as well as other general trade negotiations with other nations. These tariffs and trade restrictions may have an
impact on the Company’s ability to secure materials for construction or operations of our project, and could result in additional
support by the U.S. government in creating a diversified secure U.S. supplies of critical metals, including the future production of the
Bunker Hill Mine.
In
addition, the impacts of other external influences (such as the Russia/Ukraine war and conflicts in the Middle East, including the Israel
war) have further focused the U.S. government on the importance of implementing secure domestic supply chains, including for critical
and base metal materials. The Company monitors and continues to pursue the participation in these initiatives as they are critical to the production
of domestic defense and other technologies.
Results
of Operations
The
following discussion and analysis provides 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 and nine months ended September 30, 2025, and September 30, 2024.
32
Comparison
of the three and nine months ended September 30, 2025 and 2024
Revenue
During
the three and nine months ended September 30, 2025, and 2024, respectively, we generated no revenue.
Expenses
During
the three months ended September 30, 2025, and 2024, we reported total operating expenses of $3,169,344 and $3,434,359, respectively.
The decrease in total operating expenses was primarily due to the Company moving to a smaller team of contractors to continue
the construction of the process plant and complete other preconstruction matters during the quarter ended September 30, 2025.
During
the nine months ended September 30, 2025, and 2024, we reported total operating expenses of $9,189,110 and $11,372,104, respectively.
The decrease in total operating expenses was primarily due to the Company moving to a smaller team of contractors to continue
the construction of the process plant and complete other preconstruction matters during the nine months ended September 30, 2025.
Net
Income and Comprehensive Income
We had net loss of $28,078,565 for the three months ending September 30,
2025 (compared to $8,078,972 for the three months ended September 30, 2024). The loss for the three months ended September 30, 2025 was
primarily a loss on the fair value of silver loan of $11,909,903 for the three months ended September 30, 2025, compared to $2,109,601
for the three months ended September 30, 2024 and financing costs of $2,344,226 ($589,142 for the three months ended September 30, 2024)
relating to a bought deal equity raise that occurred during the three months ended September 30, 2025. Additionally, the Company recognized
$6,469,025 loss on issuance of warrants relating to the bought deal equity raise compared to $nil for the three months ended September
30, 2024.
We had net loss of $14,078,417 for the nine months ending September 30,
2025 (compared to a loss of $17,563,412 for the nine months ended September 30, 2024). The loss for the nine months ended September 30,
2025, was primarily a loss on the fair value of the silver loan of $20,939,850 for the nine months ended September 30, 2025, compared
to $2,109,601 for the nine months ended September 30, 2024. Additionally, the Company incurred financing costs of $3,359,092 ($589,142
for the nine months ended September 30, 2024) relating to debt and equity transactions that occurred during the nine months ended September
30, 2025. Additionally, the Company recognized $6,469,025 loss on issuance of warrants relating to the bought deal equity raise compared
to $nil for the nine months ended September 30, 2024. The net loss for the nine months ended September 30, 2025, was offset by a gain
on debt settlement of the stream debenture of $29,580,954, compared to $nil in the 2024 period due to the restructuring and a gain on
revaluation of stream debenture of $4,149,606 compared to gain of $737,000 for the nine months ended September 30, 2024), due to updated
key assumptions including commodity prices and timing of production.
We had a comprehensive loss of $31,222,203 and $11,838,284 for the three
and nine months ended September 30, 2025 (comprehensive loss of $11,395,198 and $20,115,504 for the three and nine months ended September
30, 2024), respectively. Comprehensive (loss) income for the three and nine months ending September 30, 2025, is inclusive of a $(3,143,638)
loss and $2,240,133 gain on change in fair value on own credit risk (loss of $3,316,226 and $2,552,092 for the three and nine months ended
September 30, 2024).
Liquidity
and Capital Resources
Current
Assets and Total Assets
As
of September 30, 2025, the Company had total current assets were $38,245,577, compared to total current assets of $9,332,639 at December
31, 2024 – an increase of $28,912,938; and total assets of $149,921,624, compared to total assets of $97,601,550 at December 31,
2024 – an increase of $52,320,074. During the nine months ended September 30, 2025, our current and non-current assets increased
due to debt and equity financings that occurred partially offset by cash expenditures on the process plant and additions to the Bunker
Hill Mine.
33
Current
Liabilities and Total Liabilities
As
of September 30, 2025, our total current liabilities of $12,962,760 and total liabilities of $132,899,318, compared to total current
liabilities of $29,644,412 and total liabilities of $149,736,915 at December 31, 2024.
Total
liabilities decreased due to the termination and exchange of the stream obligation under the Exchange Agreement (discussed in Note 9
to the financial statements), the repayment of $6,000,000 of principal on the Sprott debt facility through the issuance of Common Stock,
the repayment of the Teck promissory note in full all of which occurred in the nine months ending September 30, 2025 and a decrease in
accounts payable and accrued liabilities as the Company utilized the equity raise to decrease its current obligations to its vendors,
all of which occurred in June 2025. This was offset by an $11,000,000 drawdown on the Sprott debt facility in January 2025 and the $19,026,746
increase in the fair value of the silver loan due to the change in inputs, including an increase in the silver price during the nine
months ended September 30, 2025.
As of September 30, 2025, our total liabilities include $32,883,879 of
warrants that are classified as a liability under US GAAP, as the instrument is exposed to foreign currency risks other than the changes
in the value of the entity’s equity because the strike price of the warrants is denominated in C$ versus US$. Although classified
as a liability, it does not represent a future cash outflow to the Company. The Company will settle any warrant exercises received with
the issuance of our own shares together with the receipt of cash for those warrants exercised.
Working
Capital and Shareholders’ Equity
As
of September 30, 2025, we had working capital of $25,282,817 and a shareholders’ equity of $17,022,306, compared to working capital
deficit of $20,311,773 and shareholders deficiency of $52,135,365, respectively, as of December 31, 2024. The significant improvement
in working capital and shareholders equity from December 31, 2025 to September 30, 2025 is primarily the result of a major capital restructuring
along with combined equity financings from a brokered and non-brokered private placement, debt settlements and a bought deal equity raise
during the first nine months of 2025.
Cash
Flow
During
the nine months ended September 30, 2025, we had a net cash increase of $29,149,181, primarily due to cash provided by financing activities,
specifically proceeds from the issuance of shares of common stock and proceeds from Sprott debt facility, offset by cash used in operating
and investing activities primarily related to expenditures on the Bunker Hill Mine process plant.
Subsequent
Events
Equity
Transactions
On
October 6, 2025, the Company issued 2,236,112 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, 2025.
On
October 14, 2025, the Company granted 3,980,071 RSUs to certain members of management of the Company. The RSUs will vest in one-third
increments on October 14, 2025, June 30, 2026 and June 30, 2027, with each RSU vesting into one share of common stock.
On October 22, 2025, the Company issued 83,000 shares of common stock in
connection with a stockholder’s warrant exercise. The company received $8,858 in net proceeds after bank fees.
On October 27, 2025, the Company granted 700,000
stock options to a non-related party, of which all vested on the one-year anniversary of the grant date. These options have a 2-year
life and are exercisable at C$0.19 per common share.
On October 27, 2025, the Company announced announce that its wholly-owned subsidiary Silver Valley Metals Corp., has entered into an asset
purchase agreement with Silver Dollar Resources (Idaho) Inc., a subsidiary of Silver Dollar Resources Inc. (“Silver Dollar”),
to acquire the Ranger-Page property which includes, six past-producing underground high-grade silver-lead-zinc mines located immediately
adjacent to and to the west of the Bunker Hill Mine in the prolific Silver Valley mining district of Idaho, USA. Under the terms of the
agreement, Bunker Hill will acquire 100% of Silver Dollar’s interest in the Ranger-Page Mines for total consideration of $2,400,000
comprised of 23,333,334 Bunker Hill Common Shares.
On October 28, 2025, the Company issued
925,144 shares of common stock and 925,144 warrants exercisable into one share of common stock at a strike price of C$0.15 with an expiry
of March 27, 2026 in connection with a compensation option exercise. The Company received $79,518 in net proceeds after bank fees.
Silver Loan
On November 10, 2025, the Company closed the six tranche of the Silver
Loan in the principal amount of $2,521,215, being the number of US dollars equal to 50,384 ounces of silver.
Critical
accounting estimates
The
preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements
and reported amounts of expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s
experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual
outcomes can differ from these estimates. The key sources of estimation uncertainty that have a significant risk of causing material
adjustment to the amounts recognized in the financial statements are:
Share-based
payments
Management
determines costs for share-based payments using market-based valuation techniques. The fair value of the share awards and warrant liabilities
are determined at the date of grant using generally accepted valuation techniques and for warrant liabilities at each balance sheets
date thereafter. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating
the future volatility of the stock price and expected dividend yield. Such judgments and assumptions are inherently uncertain. Changes
in these assumptions affect the fair value estimates.
34
Convertible
Loans, Promissory Notes, Stream Obligation and Warrants
Estimating
the fair value of derivative warrant liability requires determining the most appropriate valuation model, which is dependent on the terms
and conditions of the issuance. This estimate also requires determining the most appropriate inputs to the valuation model including
the expected life of the warrants derivative liability, volatility and dividend yield and making assumptions about them.
The
fair value estimates of the convertible loans use inputs to the valuation model that include risk-free rates, equity value per share
of common stock, USD-CAD exchange rates, expected equity volatility, discount for lack of marketability, credit spread.
The
stream obligation inputs used to determine the future cash flows and effective interest for the amortized cost calculation include futures
prices of minerals and expected mineral production over the life of the mine.
The
fair value estimates of the silver loan use inputs to the valuation model that include risk-free rates, spot and futures prices of minerals,
and expected volatility in minerals prices.
The
fair value estimates may differ from actual fair values and these differences may be significant and could have a material impact on
the Company’s balance sheets and the consolidated statements of operations. Assets are reviewed for an indication of impairment
at each reporting date. This determination requires significant judgment. Factors that could trigger an impairment review include, but
are not limited to, significant negative industry or economic trends, interruptions in exploration activities or a significant drop in
precious metal prices.
Accrued
liabilities
The
Company has to make estimates to accrue for certain expenditures due to delay in receipt of third-party vendor invoices. These accruals
are made based on trends, history and knowledge of activities. Actual results may be different.
The
Company makes monthly estimates of its water treatment costs, with a true-up to the annual invoice received from the IDEQ. Using the
actual costs in the annual invoice, the Company will then reassess its estimate for future periods. Given the nature, complexity and
variability of the various actual cost items included in the invoice, the Company has used the most recent invoice as its estimate of
the water treatment costs for future periods.
Incremental
Borrowing rate
The
Company estimates the incremental borrowing rate to determine the present value of future lease payments. Actual results may be different
from estimates.
Borrowing
Cost Capitalization rate
The
Company makes estimates to determine the percentage of borrowing costs that are capitalized into property plant and equipment. Actual
results may be different.
Off-Balance
Sheet Arrangements
The
Company has no off-balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosures about Market Risk
Not
applicable.
Item
4. Controls and Procedures
35
Evaluation
of Disclosure Controls and Procedures
The
Securities and Exchange Commission (“SEC”) defines the term “disclosure controls and procedures” to mean a company’s
controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that
it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose
in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under
the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive
and principal financial officers to allow timely decisions regarding disclosure.
As
of the end of the period covered by this report, the Company made an evaluation of the effectiveness of the design and operation of the
disclosure controls and procedures over financial reporting for the timely alert to material information required to be included in the
Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the
time periods specified. This evaluation resulted in the conclusion that the design and operation of the disclosure controls and procedures
were effective as of September 30, 2025.
Internal
Control Over Financial Reporting
The
management of the Company is responsible for the preparation of the financial statements and related financial information appearing
in this report. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in
the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control
over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over
financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s
internal control over financial reporting includes those policies and procedures that: i) pertain to the maintenance of records that
in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management
and directors of the Company; and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on the financial statements.
Management,
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 September 30, 2025 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 September 30, 2025.
36
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
Other
than as described below, neither the Company nor its property is the subject of any current, pending, or threatened legal proceedings.
The Company is not aware of any other legal proceedings in which any director, officer or affiliate of the Company, any owner of record
or beneficially of more than 5% of any class of the Company’s voting securities, or any associate of any such director, officer,
affiliate or security holder of the Company, is a party adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.
On
July 28, 2021, a lawsuit was filed in the U.S. District Court for the District of Idaho brought by Crescent Mining, LLC (“Crescent”
or “Plaintiff”). The named defendants include Placer Mining, Robert Hopper Jr., and the Company. The lawsuit alleges that
Placer Mining and Robert Hopper Jr. intentionally flooded the Crescent Mine during the period from 1991 and 1994, and that the Company
is jointly and severally liable with the other defendants for unspecified past and future costs associated with the presence of acid
mine drainage in the Crescent Mine. The Plaintiff requested unspecified damages. On September 20, 2021, the Company filed a motion to
dismiss Crescent’s claims against it, contending that such claims are facially deficient. On March 2, 2022, the court granted
in part and denied in part the Company’s motion to dismiss. The court granted the Company’s motion to dismiss in respect
of Crescent’s cost recovery claim under CERCLA Section 107(a), and declaratory judgment, tortious interference, trespass, nuisance
and negligence claims. These claims were dismissed without prejudice. The court denied the motion to dismiss filed by Placer Mining Corp.
for Crescent’s trespass, nuisance and negligence claims. Crescent later filed an amended complaint on April 1, 2022. Placer Mining
Corp. and Bunker Hill Mining Corp are named as co-defendants. Bunker Hill responded to the amended filing, refuting and denying all allegations
made in the complaint except those that are assertions of fact as a matter of public record. The Company believes Crescent’s lawsuit
is without merit and is defending the claims on behalf of itself and Placer Mining Corp. pursuant to an indemnification granted by Company
of Placer Mining Corp. granted pursuant to the sale and purchase agreement executed between the companies for the Mine on December 15,
2021. During the nine months ended September 30, 2025, the Company attended a
mediation session with the plaintiff. The lawsuit continues to advance through the discovery and pre-trail phase, in which information
is gathered and exchanged.
Item
1A. Risk Factors
The
Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s common
stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A. “Risk
Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”). When any one or
more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition,
as well as the price of the Company’s common stock, can be materially and adversely affected. There have been no material changes
to the risk factors disclosed in our Form 10-K, except as noted below.
●
Access to timely and
sufficient capital. The ability to raise sufficient and timely capital before existing cash
reserves are exhausted is at risk given the impact of commodity price volatility and market uncertainty related to ongoing Canada-USA
trade discussions. This risk is offset to a degree by the significant strengthening of the Company’s balance sheet following
the concurrent equity injection and debt restructuring and engagement with US EXIM Bank, but it is nonetheless the most material
risk to the Company and its business plan at this time.
●
Project
schedule and budget . The ability to maintain the project on schedule and budget is at risk primarily due to the uncertainty of financing,
but also due to general inflationary trends and supply chain pressures.
●
Hiring and retaining
key staff . The ability to recruit in a timely way and then retain key staff is negatively affected by the on-going financing
uncertainty and a competitive skilled labor market. This is offset to a degree by use of contractors but is nonetheless a material
risk that increases in direct proportion to the degree of financing uncertainty.
37
Item
2. Unregistered Sales of Equity Securities and Use Of Proceeds
Not
Applicable.
Item
3. Defaults upon Senior Securities
None.
Item
4. Mine Safety Disclosure
Pursuant
to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),
issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required
to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations,
issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the Mine Safety and Health Administration
(the “MSHA”), as well as related assessments and legal actions, and mining-related fatalities.
The
following table provides information for the three months ended September 30, 2025:
Mine
Mine Act §104 Violations (1)
Mine Act §104(b) Orders (2)
Mine Act §104(d) Citations and Orders (3)
Mine Act §110(b)(2) Violations (4)
Mine Act §107(a) Orders (5)
Proposed Assessments from MSHA (In dollars $)
Mining Related Fatalities
Mine Act §104(e) Notice (yes/no) (6)
Pending Legal Action before Federal Mine Safety and Health Review Commission (yes/no)
Bunker Hill Mine
3
0
0
0
0
$ 454.00
0
0
No
(1)
The total number of violations
received from MSHA under §104 of the Mine Act, which includes citations for health or safety standards that could significantly
and substantially contribute to a serious injury if left unabated.
(2)
The total number of orders
issued by MSHA under §104(b) of the Mine Act, which represents a failure to abate a citation under §104(a) within the period
of time prescribed by MSHA.
(3)
The total number of citations
and orders issued by MSHA under §104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety
standards.
(4)
The total number of flagrant
violations issued by MSHA under §110(b)(2) of the Mine Act.
(5)
The total number of orders
issued by MSHA under §107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed.
(6)
A written notice from the
MSHA regarding a pattern of violations, or a potential to have such pattern under §104(e) of the Mine Act.
38
Item
5. Other Information
None .
Item
6. Exhibits
Exhibit
No.
Document
4.1††
Warrant Indenture, dated as of September 29, 2025, between Bunker Hill Mining Corp. and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 29, 2025)
10.1†
Bunker Hill Mining Corp. Amended and Restated Restricted Stock Unit Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 23, 2025)
10.2††
Form of Subscription Agreement, dated as of September 29, 2025, between Bunker Hill Mining Corp. and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 29, 2025)
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act
32.1
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
†
Management
contract or compensatory plan or arrangement.
††
Portions
of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The omitted information is not material,
and the registrant treats such information as private and confidential. The registrant hereby agrees to furnish supplementally an
unredacted copy of this exhibit to the Securities and Exchange Commission upon request.
39
SIGNATURES
In
accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this Quarterly Report on Form 10-Q to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 13, 2025
BUNKER HILL
MINING CORP.
By
/s/ Sam Ash
Sam Ash, Chief Executive Officer and President
In
accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused Quarterly Report on Form 10-Q to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: November 13, 2025
BUNKER HILL
MINING CORP.
By
/s/ Gerbrand
van Heerden
Gerbrand van Heerden, Chief Financial Officer and Corporate
Secretary
40
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.