What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-06 compared with 2025-03-28 · 485 added, 225 removed, 57 unchanged (93% of the section changed)

1 unchanged sentence

was incorporated under the laws of Nevada in 2007 under its former name Lincoln Mining Corp.

We have one wholly

owned subsidiary, Silver Valley Metals Corp.

We have one wholly owned

subsidiary, Silver Valley Metals Corp.

Our business address is 1009 McKinley Ave, Kellogg, ID 83837, USA.

The telephone number

for our office is +1 604 417 7952.

The telephone number for our

office is +1 604 417 7952.

We maintain a corporate website at https://bunkerhillmining.com .

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

Mine” or the “Mine”) in Idaho, USA.

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

Valley region of northwest Idaho, historically 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.

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

or the “Mine”) in Idaho, USA.

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

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

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.

Company was incorporated for the 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

a Prefeasibility Study, (iii) delineating mineral reserves, and (iv) advancing the construction of the facilities.

Subject to securing additional financing discussed in Item 7, “Subsequent Events” operations are planned

to commence in 2026.

Project Development

the course of 2024 the Wardner operating yard, the base for Bunker Hill’s future mining operations, continued to undergo

significant change as new offices were installed and major earthworks were undertaken to create the footprint for the operating

Underground, rehabilitation continued to upgrade the historic infrastructure for modern active mining and as part of this a

400hp primary ventilation fan was installed – complete with automatic air doors – and major work was undertaken to

reinforce the decline as it goes through the Cate Fault area (the one major fault high in the Mine).

In parallel with this activity,

the Underground (“UG”) team continued to build up its fleet of heavy mobile equipment.

the main Kellogg yard, construction of the Process Plant advanced significantly with the Plant building structurally complete by

Several remaining pieces of key equipment are still to be placed with the majority of the remaining work spanning

electrical and piping installation.

The Filter Plant also got underway and at year-end had complete foundations and a fully erected

main Filter Feed Tank.

During the quarter ended December 31, 2024 Avista Utilities installed the main power feed from the Kellogg

substation to the yard to ensure the electrical infrastructure is set-up for the significant power draw that will come with

Throughout 2024 refurbishment of Pend Oreille and other used mill equipment advanced as did procurement such that both areas were essentially complete by year ended December 31, 2024.

Instruments in 2024

August 8, 2024, the Company and its subsidiary Silver Valley Metals Corp.

(formerly American Zinc Corp.) (“Silver

Valley”) entered into a secured promissory note purchase agreement with Monetary Metals Bond III LLC (“Monetary

Metals”), a Delaware limited liability company established by Monetary Metals & Co., pursuant to which Monetary Metals

agreed to purchase, and Silver Valley agreed to issue and sell to Monetary Metals, a secured promissory note (the

“Note”) in a private placement.

Pursuant to the Note, Monetary Metals agreed to loan to Silver Valley, in one or more

tranches, up to an aggregate principal amount of U.S.

dollars equal to 1.2 million ounces of silver (the “Silver Loan”).

On August 8, 2024, the Company closed the first tranche of the Silver Loan in the principal amount of $16,422,039, being the number

dollars equal to 609,805 ounces of silver.

After deduction of financing costs and the first-year interest, the Company

received $13,225,005.

The Silver Loan is for a term of three years, secured against the Company’s assets and repayable in

cash or silver ounces.

The Silver Loan bears interest at the rate of 15% per annum, payable in cash or silver ounces on the last

day of each quarterly interest period.

On September 25, 2024, the Company closed the second tranche Silver Loan in the principal

amount of $6,369,000, being the number of U.S.

dollars equal to 200,000 ounces of silver.

After deduction of financing costs and the

first-year interest the Company received $5,352,438.

On November 6, 2024, the Company closed the third tranche Silver Loan in the

principal amount of $6,321,112, being the number of U.S.

dollars equal to 198,777 ounces of silver.

After deduction of financing costs

and the first-year interest the Company received $5,422,474.

On November 8, 2024, the Company closed the fourth tranche Silver Loan

in the principal amount of $1,250,000, being the number of U.S.

dollars equal to 39,620 ounces of silver.

After deduction of financing

costs and the first-year interest the Company received $1,076,563.

On December 30, 2024, the Company closed the fifth tranche Silver

Loan in the principal amount of $1,478,847, being the number of U.S.

dollars equal to 50,198 ounces of silver.

After deduction of

financing costs and the first-year interest the Company received $1,201,781.

series of related transactions also took place concurrently with closing

of the Silver Loan in August 2024 to amend certain terms of the existing financing package with Sprott Private Resource Streaming &

Royalty Corp.

Firstly, the maturity dates of the series 1 convertible debentures and series 2 convertible debentures

(together, the “Debentures”) previously issued by the Company to Sprott were extended from March 31, 2026 to March 31, 2028

and March 31, 2029, respectively.

Additionally, the termination date of the royalty put option (the “Royalty Put Option”)

previously granted by the Company to Sprott was amended from the later of the payment in full of the Debentures and the exercise of the

Royalty Put Option, to the later of the payment in full of the Debentures and March 31, 2029.

The Company also amended certain terms of

the existing loan agreement (the “Sprott Loan”) dated as of June 23, 2023, by and among (i) the Company, (ii) Silver Valley,

and (iii) Sprott Private Resource Streaming and Royalty (US Collector), LP and Sprott Private Resources Streaming and Royalty Annex (US

Collector), LP (collectively, the “Sprott Lenders”) to extend the maturity date of the Sprott Loan from June 30, 2027 to June

30, 2030 and increase the interest payable from June 30, 2027 onwards from 10% to 15%.

As consideration for advancing the Silver

Loan, the Company agreed to issue to Monetary Metals, subject to prior TSXV approval, non-transferable bonus share purchase warrants

(the “Bonus Warrants”) in one or more tranches.

The number of Bonus Warrants issued in each tranche will be equal to (a)

in connection with the first tranche, two times the number of ounces of silver advanced by Monetary Metals under the first tranche (the

“Base Warrants”) and a bonus ratchet of (i) 2.5% of the Base Warrants if at least 500,000 and up to 599,999 silver ounces

are advanced, (ii) 5.0% of the Base Warrants if up at least 600,000 and up to 699,999 silver ounces are advanced, (iii) 10.0% of the

Base Warrants if at least 700,000 and up to 799,999 silver ounces are advanced, and (iv) 15.0% of the Base Warrants if at least 800,000

silver ounces are advanced;

and (b) in connection with any additional tranches, two times the number of ounces of silver advanced under

such tranche.

In any event, the number of Bonus Warrants issuable to Monetary Metals is subject to a cap of 3,000,000 Bonus Warrants.

December 12, 2024, the Company drew $5,000,000 on the Sprott debt facility.

As consideration for Sprott advancing the facility,

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.

rate will apply to claims outside of these areas.

Forecast Update (December 2024)

December 13, 2024, the Company announced that the Bunker Hill Mine restart project underwent a strategic review resulting in an

updated timeline and capital requirements.

Pursuant to this review, the Company updated its forecast for a total restart expenditure

(excluding working capital) of $103 million, up from the previously forecasted $67 million and the $56 million in the 2022

Pre-Feasibility Study (the “PFS”), with the restart project anticipated to be delayed by up to four months.

sufficient project financing for the ongoing development of the Bunker Hill Mine, the Company announced its intention to draw down

in tranches on the $21 million standby facility (the “Standby Facility”) provided by Sprott and finalize the ongoing

discussions with its strategic partners for potential offtake or similar financing for an additional $30 million.

December 19, 2024, the Company drew $5,000,000 on the Standby Facility.

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

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

planned operations to commence in 2026.

Key Developments

2025, the Company completed a major restructuring of its balance sheet, including the conversion of certain outstanding debt into equity,

and the modification of certain existing royalty and stream financing arrangements with Sprott Streaming and Royalty Corp.

with its affiliates, “Sprott”) and also the issuance of 19,527,594 common shares in two private placements for net proceeds

of $61,803,983 (the “2025 Private Placements”).

The 2025 Private Placements proceeds included the net proceeds from the settlement

of certain amounts owing to creditors, insiders and contractors through the issuance of common shares.

Teck Resources Limited (together

with its affiliates, “Teck”) participated in the 2025 Private Placements and, as a result, became a related party alongside

Sprott, holding more than 10% of the Company’s common stock.

Concurrent with the balance sheet restructuring in 2025,the Company

focused on the execution of its mine restart plan, prioritizing safety, environmental stewardship, infrastructure readiness, technical

de-risking, and organizational development.

Key milestones met during =2025 included:

Leadership, Environmental Management and Community Engagement

2025 with zero Lost Time Injuries (LTIs), marking the third consecutive year without an LTI.

100% compliance with all environmental permits, a critical standard in all jurisdictions and particularly imperative within a U.S.

Superfund site.

necessary permits from state and federal regulators for operations to restart.

local stakeholders and investors to the site through community days and on-site tours, reinforcing transparency, engagement, and

confidence in the Company’s development strategy.

Engineering, and Mine Planning - Optimizing the restart plan, increasing the silver content

with VRIFY AI - Assisted Mineral Discovery Platform to target higher-grade silver mineralization.

The collaboration leverages

AI-driven integration of extensive historical and modern datasets to refine geological models, identify structural and grade controls,

and prioritize drill targets with potential to add higher-grade silver ounces near existing infrastructure.

Mine plan to prioritize improved operating margins by targeting higher silver extraction rates.

metallurgical test work focused on ensuring marketable concentrate grades while maximizing payable recoveries of silver, lead, and

Overall recoveries estimate confirmed at 89% for silver, 87% for lead, and 92% for zinc.

Bunker Hill Mine’s Operational Readiness program with multiple critical workstreams advancing in parallel to support a disciplined

transition into operations.

The program is focused on strengthening organizational capability, finalizing operating and maintenance

systems, and embedding safety and reliability ahead of start-up, with the objective of reducing execution risk and positioning the

operation for a stable and efficient ramp-up.

Mine – Preparation for Mining

underground rehabilitation and access development, ensuring connectivity between Russell Portal, mining areas and historic workings.

significant advancements in ventilation, ground support, communications, and water management systems have been achieved, including

ramp access to the Russell Portal at the 8-3 level, ensuring access to the first three years of ore.

ongoing refurbishment and readiness work at the surface infrastructure at Wardner in preparation for commissioning activities.

of ramp development to 9-Level to access additional silver exploration opportunities

a lease-to-own contract with Caterpillar to upgrade the underground mining equipment fleet.

Facilities – Final construction and start of commissioning

the processing plant construction and commissioning to 88% completion at year end 2025, with phased commissioning starting in January

on track to support an expected mine restart in H1|26.

Tailings Filter Press construction and commissioning to 56% complete at year end 2025, and on track to support a planned mine restart

Superstructure in place, ready to have Metso install the Filter Press in the first quarter of 2026.

January 17, 2025, the Company drew $5,000,000 on the Sprott debt facility.

As consideration for Sprott advancing the facility, the Company

3 unchanged sentences

outside of these areas.

January 31, 2025, the Company drew $6,000,000 on the Sprott debt facility.

2025 Equity Raise and Debt Restructuring

June 5, 2025, the Company completed the first of the 2025 private placements with a brokered private placement (the “Brokered

Offering”) for aggregate cash consideration of approximately $6,200,000, which included participation by Sprott, and concurrent non-brokered private placement (the

“Non-Brokered Offering” and together with the Brokered Offering, collectively, the “Equity Offerings”) with

Teck for approximately $20,500,000.

As part of the Equity

Offerings, we issued an aggregate of our 7,206,165 units (“Units”) at a price of C$5.25 (or the U.S.

Dollar equivalent

thereof) 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$8.75 per Warrant

Share for a period of three years following the date of issuance, subject to customary adjustments.

the Brokered Offering, 1,626,318 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 acquired 285,715 Units (the “Sprott Subscription”).

In the Non-Brokered Offering,

Teck acquired 5,579,848 Units (the “Teck Units”) at the Offering Price.

The net proceeds of the Equity Offerings have

been and will primarily be used to support the construction, start-up and ramp-up of the Bunker Hill Mine.

2025 private placements, 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.

June 5, 2025, in connection with the Brokered Offering, the Company and the Agents entered into an agency agreement (the

“Agency Agreement”), pursuant to which the Agents conducted a “best efforts” marketed private placement of

Units at the Offering Price for aggregate cash consideration of approximately $6,200,000.

Pursuant to the Agency Agreement, the

Agents received cash commissions of C$461,061.

June 5, 2025, pursuant to the Agency Agreement, the Company entered into subscription agreements (collectively, the “Brokered Subscription

Agreements”) with certain investors, pursuant to which such investors acquired Units at the Offering Price.

The Brokered Subscription

Agreements contain customary representations and warranties by us and the investors.

The representations, warranties and covenants contained

in the Brokered Subscription Agreements were made solely for purposes of such agreements and as of a specific date, were solely for the

benefit of the parties to such agreements and may be subject to standards of materiality applicable to the contracting parties that differ

from those applicable to security holders.

Security holders should not rely on the representations, warranties, and covenants or any

descriptions thereof as characterizations of the actual state of facts or condition of us.

connection with the issuance of the Warrants, on June 5, 2025, the Company entered a warrant indenture (the “Warrant Indenture”)

with Computershare Trust Company of Canada, as warrant agent, to govern the issuance and management of the Warrants.

March 5, 2025, under the Non-Brokered Offering, we entered into a subscription agreement, as amended by an amending agreement, dated

March 24, 2025 with Teck, pursuant to which Teck (i) contributed $2.00 for every $1.00 raised in the Brokered Offering and pursuant to

the Debt Settlements and Equity Payment Agreement (each as defined herein and further described below) and (ii) acquired the Teck Units

at the Offering Price, for aggregate consideration of approximately $20,500,000.

prior to the closing of the Non-Brokered Offering, Teck beneficially owned, directly or indirectly, or exercised control or direction

over, 679,564 shares of our common stock and warrants to purchase an additional 84,326 shares of our common stock, representing

approximately 6.6% of the issued and outstanding shares of our common stock on a non-diluted basis and approximately 7.4% on a partially

diluted basis.

Upon closing of the Non-Brokered Offering, Teck now beneficially owns, directly or indirectly, or exercises control or

direction over 6,259,411 shares of our common stock and warrants to purchase an additional 2,874,250 shares of our common stock,

representing approximately 23.9% of the issued and outstanding shares of our common stock (on a non-diluted basis and, assuming the exercise

of all warrants now held by Teck, approximately 31.4% on a partially diluted basis) and is considered a “Control Person”

of us (as such term is defined in the policies of the TSX-V).

We obtained written consents of our disinterested stockholders holding

a majority of our voting shares (collectively, the “Stockholder Consent”) for, among other things, the Non-Brokered Offering,

including the creation of Teck as a Control Person of us, in satisfaction of the applicable shareholder approval requirements of the

Rights Agreement

June 5, 2025, in connection with the Non-Brokered Offering, we entered into a customary investor rights agreement (the “Teck IRA”)

with Teck pursuant to which, among other things, for as long as Teck holds 10% or more of the issued and outstanding shares of our common

stock (on a fully diluted basis), Teck will have certain pre-emptive and information rights, including the right to appoint one nominee

to the our Board of Directors (the “Board”).

In addition, in accordance with the terms of the Teck IRA, we will not be permitted

to incur any additional indebtedness or grant any additional liens (other than certain permitted indebtedness and liens) nor grant any

additional royalties, enter into any streaming arrangements or conduct any non-equity financings without the prior written consent of

Restructuring Transactions

with the closing of the Equity Offerings, we closed capital restructuring transactions, including the conversion into equity of certain

outstanding debt, and the modification of certain existing royalty and stream financing arrangements with Sprott, as set forth

in the recapitalization agreement, dated as of June 5, 2025, by and among us, our wholly-owned subsidiary Silver Valley Metals Corp.

(formerly American Zinc Corp.) (“Silver Valley”), Sprott Streaming, Teck, and Monetary Metals (the “Recapitalization

Agreement”) and as further discussed below.

securities issued pursuant to restructuring transactions described below (i) are subject to a four months plus one day holding period

in accordance with applicable Canadian securities laws and, if applicable, the policies of 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.

June 5, 2025, we and Teck agreed that the uncommitted revolving standby prepayment facility of up to $10,000,000 (the “SP 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

The SP Facility will be available to us until the earlier of (i) June 30, 2028, and (ii) the date on which the Bunker Hill

Mine hits 90% of name plate capacity or on the date on which we are cash flow positive for a quarter, unless terminated earlier by Teck.

The SP Facility is secured by a security interest over all our assets, properties and undertakings and Silver Valley in form and scope

similar to the security held by Sprott Streaming, with certain security held on a first priority basis.

No bonus securities of ours were

issued to Teck in connection with the SP Facility, nor is the SP Facility convertible into our securities.

have agreed to amend certain zinc and lead offtake agreements previously entered into with respect to the Bunker Hill Mine (the “Zinc

and Lead Offtake Agreements”).

On June 5, 2025, in connection with the Non-Brokered Offering, we and Teck amended the existing

zinc offtake agreement (with an effective date of November 10, 2023) (the “Zinc Offtake Amendment”) and the lead concentrate

offtake agreement (with an effective date of November 20, 2023) (the “Lead Offtake Amendment”), in each case between Teck

and Silver Valley, pursuant to which, among other amendments, the offtake under each respective agreement will apply to life-of-mine

production rather than the current five-year term.

of Existing Convertible Debentures

completed an amendment of the Series 1 CDs and Series 2 CDs (each as defined below), as further described below:

June 5, 2025, we and Sprott entered into the amended and restated series 1 secured convertible debentures (the “Series

1 CDs”), which amended and restated the Series 1 convertible debentures previously issued to Sprott and certain creditors,

maturing on March 31, 2028, pursuant to which, among other things, (i) the rate of interest of the Series 1 convertible debentures

has been reduced from 7.5% to 5.0% per annum, (ii) the current conversion price, being the U.S.

dollar equivalent of C$10.50 per shares

of our common stock, has been reduced to equal the Offering Price, and (iii) certain prepayment and conversion terms were amended.

June 5, 2025, we and Sprott entered into the amended and restated series 2 secured convertible debentures (the “Series

2 CDs”), which amended and restated the Series 2 convertible debentures previously issued to Sprott and certain creditors,

maturing on March 31, 2029, pursuant to which, among other things, (i) the rate of interest of the Series 2 CDs have been reduced

from 10.5% to 5.0% per annum, (ii) the current conversion price, being the U.S.

dollar equivalent of C$10.5 per share of our common

stock, have reduced to equal the Offering Price, and (iii) certain prepayment and conversion terms were amended.

of Existing Royalty

June 5, 2025, in addition to the amendment of the Second Royalty (as defined below), we amended certain existing royalty interests (collectively,

the “First Royalty”) previously granted to Sprott, which applies to certain primary, residual and other claims

comprising the Bunker Hill Mine.

As a result of such amendment, the First Royalty has been consolidated into one 1.85% life-of-mine gross

revenue royalty applying to both primary and secondary claims comprising the Bunker Hill Mine.

to the Debt Facility

June 5, 2025, in connection with the capital restructuring transactions (the “Capital Restructuring Transactions” and,

together with the Equity Offerings, the “Transactions”), the Company and Sprott amended and restated the senior secured loan agreement in the aggregate principal amount of

$21,000,000 (the “Debt Facility”) to (i) reduce the outstanding principal amount under the Debt Facility from

$21,000,000 to $15,000,000, (ii) increase the secondary claims percentage under the additional royalty (the “Second

Royalty”), which amendment is also reflected in an amending agreement to the Second Royalty, and (iii) cancel the royalty

buyback option granted to us thereunder, which amendment is also reflected in the amending agreement to the Second Royalty.

addition, the Debt Facility was amended to include an option, at the Company’s election, to settle any accrued and unpaid

interest through the issuance of shares of our common stock, subject to the prior approval of the TSX-V.

Stream Conversion

June 5, 2025, the existing metals purchase agreement (the “Metals Purchase Agreement”) dated June 23, 2023, by and among

us, Silver Valley, and Sprott, pursuant to which Sprott previously advanced a $46,000,000 deposit to Silver Valley,

was terminated and exchanged (the “Exchange Agreement”) for (i) 5,714,286 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

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 Debt Settlements

June 5, 2025, we and Silver Valley entered into the debt settlement agreements with Sprott (collectively, the “Sprott

Debt Settlement Agreements”), pursuant to which an aggregate of 1,819,728 shares of our common stock were issued to Sprott at the Offering Price in full satisfaction of (i) $487,500 of unpaid interest under the secured convertible debentures held by Sprott, 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.

to the Monetary Metals Silver Loan

June 5, 2025, in connection with the Transactions, we and Silver Valley entered into (i) an amendment to the secured promissory note

purchase agreement dated August 8, 2024, as previously amended by a first amendment to secured promissory note purchase agreement dated

November 11, 2024 (the “MM NPA”), and (ii) an amendment to the secured promissory note dated August 8, 2024 (the “MM

Note”), each with Monetary Metals Bond III LLC (“Monetary Metals”) to, amongst other things, (A) reduce the rate at

which advances under the MM NPA bear interest from 15% to 13.5% per annum, (B) clarify the calculation of the cash flow sweep, (C) extend

the availability date for advances thereunder from January 31, 2025 to June 30, 2025, and (D) in connection with any further advances,

provide for the issuance of bonus warrants in such number and on such terms as to be agreed upon between the parties before issuance

and subject to prior approval of the TSX-V.

In any event, the number of bonus warrants issued or issuable to Monetary Metals will not

exceed, in the aggregate, the maximum of 85,715 allowable under the MM NPA.

The MM NPA and the MM Note are secured by security interests

over all our and Silver Valley’s assets, properties and undertakings, in form and scope similar to the security held by Sprott and the security held by Teck.

to Existing Security and Intercreditor Arrangements

to existing security arrangements, we have granted security interests to Sprott, Monetary Metals, and MineWater LLC (“MineWater,”

and together with Sprott and Monetary Metals, the “Original Intercreditor Parties”) over all our and Silver Valley’s

the assets, properties and undertakings.

On June 5, 2025, in connection with the existing security and intercreditor arrangements among

the Original Intercreditor Parties and us, the parties amended and restated such arrangements to, among other things, (i) reflect the

termination of the Metals Purchase Agreement and other applicable Capital Restructuring Transactions;

(ii) defer certain royalty payments

and restrict early principal prepayments on certain outstanding debt obligations of ours for so long as amounts are outstanding under

the SP Facility, as described above;

(iii) allow for the first priority security in favor of Teck over certain inventory and accounts

receivable in connection with the SP Facility;

and (iv) account for Teck under such arrangements (collectively, the “A&R Intercreditor

and Subordination Agreement”).

Investor Rights Agreement

June 5, 2025, we entered into a customary investor rights agreement (the “Sprott IRA”) with Sprott pursuant to

which, among other things, Sprott has the right to appoint one nominee (or an observer) to the Board, subject to certain customary

connection with the transactions described herein (including the Sprott Subscription), Sprott was issued an aggregate of 742,294 shares

of our common stock, 142,858 Warrants and convertible debentures of which the principal amount is convertible into up to 1,094,858 shares

of our common stock.

As a result, Sprott now owns or exercises control over approximately 29.6% of the issued and outstanding shares

of our common stock (or, assuming the exercise of all warrants and the conversion of the full principal amount of the convertible debentures

now held by Sprott, approximately 39.1% on a partially diluted basis) and is considered a “Control Person” of us.

the Stockholder Consent for, among other things, the restructuring transactions with Sprott and the Sprott Subscription, including the

creation of Sprott as a Control Person of us, in satisfaction of the applicable shareholder approval requirements of the TSX-V.

that Sprott is a “Non-Arm’s Length Party” (as such term is defined in the policies of the TSX-V), the amendment

and restatement of the Debt Facility and the granting of the Second Royalty each constituted a “Reviewable Disposition” under

TSX-V Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets and were therefore subject to the TSX-V requirement

to provide evidence of value.

We satisfied this requirement by way of the Stockholder Consent.

Debt Settlements

and Silver Valley have 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 ours 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, we entered into debt settlement agreements (collectively, the “Debt Settlement Agreements”)

with such creditors, contractors, and directors (collectively, the “Debt Settlements”) in order to preserve cash for

the potential restart and ongoing development of the Bunker Hill Mine.

connection with the Debt Settlements, the Company issued:

Units to MineWater, as further described herein;

shares of our common stock to four of our directors (the “Participating Directors”) for their services for the period

beginning on March 1, 2025, and ending on April 30, 2025 (collectively, the “Director Services”) in lieu of the director cash

compensation.

Given that the amounts owed for the Director Services exceed the limits under the TSX-V policies in respect of debt

settlements to non-arm’s length parties (being a maximum of C$5,000 per person and, in the aggregate, C$10,000 per issuer),

we obtained shareholder approval under the Stockholder Consent for the issuance of shares of our common stock to the Participating

Directors prior to issuance;

Units to certain other arm’s length creditors or contractors to settle certain other outstanding receivables and other

amounts owing in the aggregate amount of approximately $3,072,254.

Unit issued pursuant to the Debt Settlements consisted of one share of our common stock and one-half of Warrant, with each whole Warrant

exercisable for one additional Warrant Share at an exercise price of C$8.75 per Warrant Share for a period of three years following the

date of issuance.

The Participating Directors, each being a Non-Arm’s Length Party (as such term is defined in the policies of

the TSX-V), received share, but no warrant of our common stock in lieu of Units.

We satisfied the shareholder approval requirements of the TSX-V applicable

to the issuance of the shares of our common stock to the Participating Directors, as Non-Arm’s Length Parties, by way of the Stockholder

Payment for Land Purchase Option Agreement

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.

We wanted to satisfy a portion of the purchase price payable under the Option Agreement through the issuance of equity securities.

on June 5, 2025, we, Silver Valley and C&E entered into an equity payment agreement (the “Equity Payment Agreement”),

pursuant to which we issued 136,055 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 share 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$8.75

per Warrant Share for a period of three years following the date of issuance, being June 5, 2028.

and Restated Articles of Incorporation

June 5, 2025, in connection with the June 2025 equity raise and debt restructuring, we amended and restated the Company’s

articles of incorporation (the “A&R Articles”) to, among other things, increase the total number of shares of

capital stock that the Company is authorized to issue from 43,142,858 shares to 71,714,286 shares and make certain other

non-substantive amendments.

The Company obtained shareholder approval of the A&R Articles pursuant to the Stockholder Consent.

2025 Equity Raise

September 29, 2025, the Company completed a “bought deal” private placement (the “September 2025 Offering”)

for aggregate cash consideration of $37,378,645, which included participation by Teck for $19,494,060.

part of the September 2025 Offering, we issued an aggregate of 12,321,429 units (“Units”) at a price of $3.05 per Unit.

Each Unit consists of one share of our common stock and one common stock purchase warrant of the Company (a “Warrant”).

Each Warrant entitled the holder thereof to purchase one share of our common stock (a “Warrant Share”) at an exercise

price of C$5.95 per Warrant Share for 60 months after issuance.

In connection with the closing of the September 2025 Offering, the

Company paid a syndicate of underwriters (the “Underwriters”) aggregate cash fees in the amounts of C$1,437,808 and

$1,175,985 and issued to the Underwriters an aggregate of 713,191 non-transferrable compensation options (the “Compensation

Options”), representing (i) 6% of the gross proceeds of the September 2025 Offering, other than the gross proceeds raised from

certain sales pursuant to a president’s list (the “President’s List Sales”);

and (ii) 3.0% of the gross

proceeds raised from President’s List Sales.

Each Compensation Option is exercisable to acquire one share of common stock of

the Company at a price of C$4.20 per share at any time on or before September 29, 2027, less any amount of cash fees and

Compensation Options paid and issued to a finder.

In addition, the Company paid a finder a cash fee of C$52,005, representing 3.333%

of the gross proceeds of the Canadian dollar-denominated portion of the September 2025 Offering from subscribers introduced by such

finder to the Company (the “Introduced Subscribers”), and issued to certain principals of such finder an aggregate of

520,052 Compensation Options, representing 4.0% of the Units sold under the September 2025 Offering to the Introduced

November 10, 2025, the Company closed the sixth 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.

After deduction of financing costs and the three months ending November 8, 2025 interest

payment on 1,098,399 ounces, the Company received $nil.

Page Property Purchase

December 12, 2025, we 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.

The Company acquired the properties for total consideration of approximately $4,200,000 comprised of 666,667 shares of

Bunker Hill’s common stock, subject to the below contractual escrow.

Shares Release to Vendor Parent from Contractual Escrow

anniversary from December 11, 2025

Payment Shares

anniversary December 11, 2025

Payment Shares

anniversary of December 11, 2025

of the Payment Shares (533,334 Payment Shares)

January 2026, we received the written approval of the majority of the Company’s stockholders, by way of the Stockholder Consent,

to proceed with authority to implement a reverse stock split based on a one-for-thirty five (1-for-35) consolidation.

2026, we filed an amendment to our Certificate of Incorporation to implement the reverse stock split based on a one-for-thirty five (1-for-35)

consolidation ratio on March 6, 2026.

Our common shares began trading on the TSXV and OTCQB on a reverse split-adjusted basis under our

existing trade symbol “BNKR” and “BHLL” respectively at the opening of the market on March 6, 2026.

and per share amounts have been presented in our financial statements on a post consolidation basis.

early 2020, a management team comprised of former executives from Barrick Gold Corp.

assumed leadership of the Company.

time, the Company conducted multiple exploration campaigns, economic studies and mineral resource estimates, and advanced the rehabilitation

and development of the Mine.

In December 2021, it announced a project finance package with Sprott, an amended Settlement Agreement with the U.S.

Environmental Protection Agency (the “EPA”),

and the purchase of the Bunker Hill Mine, setting the stage for a restart of the Mine.

time, the Company conducted multiple exploration campaigns, economic studies and mineral resource estimates, and advanced the

rehabilitation and development of the Bunker Hill Mine.

In December 2021, the Company announced a project finance package with

Sprott, an amended Settlement Agreement (“Amended Settlement Agreement”) with the EPA, and the planned purchase of the

Bunker Hill Mine, setting the stage for a restart of the Mine.

The Company had established the foundation for planned restart of the historic Bunker Hill Mine.

and Purchase of the Bunker Hill Mine

to purchasing the Mine in January 2022, the Company had entered into a series of agreements with Placer Mining Corporation (“Placer

Mining”), the prior owner, for the lease and option to purchase the Mine.

The first of these agreements was dated August 28,

2017, with subsequent amendments and/or extensions announced on November 1, 2019, July 7, 2020, and November 20, 2020.

the terms of the November 20, 2020 amended agreement (the “Amended Agreement”), a purchase price of $7,700,000 was agreed,

with $5,700,000 payable in cash (with an aggregate of $300,000 to be credited toward the purchase price of the Mine as having been previously

paid by the Company) and $2,000,000 in shares of common stock of the Company.

The Company agreed to make an advance payment of $2,000,000,

credited toward the purchase price of the Mine, which had the effect of decreasing the remaining amount to an aggregate of $3,400,000

payable in cash and $2,000,000 in common stock of the Company.

Amended Agreement also required payments pursuant to an agreement with the EPA whereby for so long as the Company leases, owns and/or

occupies the Mine, the Company would make payments to the EPA on behalf of Placer Mining in satisfaction of the EPA’s claim for

historical water treatment cost recovery in accordance with the Settlement Agreement reached with the EPA in 2018.

Immediately prior

to the purchase of the Mine, the Company’s liability to the EPA totaled $11,000,000.

to completing the purchase of the Mine in January 2022, the Company had entered into a series of agreements with Placer Mining

Corporation (“Placer Mining”), the prior owner, for the lease and option to purchase the Mine.

The first of these

agreements was dated August 28, 2017, with subsequent amendments and/or extensions announced on November 1, 2019, July 7, 2020, and

November 20, 2020.

the terms of the November 20, 2020 amended agreement (the “Amended Placer Mining Agreement”), a purchase price of $7,700,000

was agreed, with $5,700,000 payable in cash (with an aggregate of $300,000 to be credited toward the purchase price of the Mine as having

been previously paid by the Company) and $2,000,000 in shares of common stock of the Company.

The Company agreed to make an advance payment

of $2,000,000, credited toward the purchase price of the Mine, which had the effect of decreasing the remaining amount to an aggregate

of $3,400,000 payable in cash and $2,000,000 in common stock of the Company.

Amended Placer Mining Agreement also required the Company to make payments pursuant to an agreement between the Company and the EPA whereby for so long

as the Company leases, owns and/or occupies the Mine, the Company would make payments to the EPA on behalf of Placer Mining in

satisfaction of the EPA’s claim for historical water treatment cost recovery in accordance with a Settlement Agreement

reached with the EPA in 2018.

Immediately prior to the purchase of the Mine, the Company’s liability to the EPA totaled

Company completed the purchase of the Bunker Hill Mine on January 7, 2022.

2 unchanged sentences

Concurrent with the purchase of the Mine, the Company

assumed incremental liabilities of $8,000,000 to the EPA, consistent with the terms of the amended Settlement Agreement with the EPA

assumed incremental liabilities of $8,000,000 to the EPA, consistent with the terms of the Amended Settlement Agreement between the Company and the EPA

that was executed in December 2021 (see “EPA 2018 Settlement Agreement & 2021 Amended Settlement Agreement” section below).

2018 Settlement Agreement & 2021 Amended EPA Settlement Agreement

Hill entered into a Settlement Agreement and Order of Consent with the EPA on May 15, 2018.

This agreement limits the Company’s

exposure to the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) liability for past environmental

damage to the mine site and surrounding area to obligations that include:

2018 Settlement Agreement & 2021 Amended Settlement Agreement

Company entered into a Settlement Agreement and Order of Consent with the EPA on May 15, 2018.

This agreement set forth the

Company’s obligations and rights relating to the Comprehensive Environmental Response, Compensation, and Liability Act

(“CERCLA”) liability for past environmental damage to the mine site and surrounding area to obligations that

included, but were not limited to:

of $20,000,000 for historical water treatment cost recovery for amounts paid by the EPA from 1995 to 2017;

1 unchanged sentence

time that Bunker Hill either purchases or leases the CTP or builds a separate EPA-approved water treatment facility;

a work program as described in the Ongoing Environmental Activities section of this study

December 2021, the Company entered into an amended Settlement Agreement (the “Amendment”) between the Company, Idaho Department

a work program as set forth in the Settlement Agreement

December 2021, the Company entered into an Amended Settlement Agreement between the Company, Idaho Department

of Environmental Quality, U.S.

6 unchanged sentences

which was made.

Pursuant to the December 2021 Agreement, the

remaining $17,000,000 would be paid on the following dates:

to the December 2021 Amended Settlement Agreement, the remaining $17,000,000 would be paid on the following dates:

November 1, 2025

November 1, 2026

November 1, 2027

November 1, 2028

November 1, 2029

plus accrued interest

changes in payment terms and schedule were contingent upon the Company securing financial assurance in the form of performance bonds

or letters of credit deemed acceptable to the EPA totaling $17,000,000, corresponding to the Company’s cost recovery

obligations to be paid in 2024 through 2029 as outlined above.

In June 2022, the Company was successful in obtaining financial

The amount of the bonds or letters of credit 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, the Company had two payment bonds of $9,999,000 and $4,001,000 in place

to secure this liability.

As of January 20, 2025 the collateral for the payment bonds are comprised of $2,975,000 letter of credits

and land pledged by third parties, with whom the Company has entered into a financing cooperation agreement that contemplates a

monthly fee of $20,000 (payable in cash or common stock of the Company, at the Company’s election).

2023 Financings

March 2023, the Company amended the exercise price and expiry date of 10,416,667 warrants previously issued in a private placement

to Teck Resources Limited (“Teck”) on May 13, 2022 in consideration for the Company’s acquisition of the Pend

Oreille processing plant.

The warrant entitled the holder to purchase one share of common stock of the Company at an exercise price

of C$0.37 per Warrant at any time on or prior to May 12, 2025.

The Company amended the exercise price from C$0.37 to C$0.11 per

Warrant and the expiry date from May 12, 2025, to March 31, 2023.

In March 2023, Teck exercised all 10,416,667 warrants at an

exercise price of C$0.11, for aggregate gross proceeds of $837,459 (C$1,145,834) to the Company.

March 2023, the Company closed a brokered private placement of special warrants (the “March 2023 Offering”), issuing 51,633,727

special warrants of the Company (“March 2023 Special Warrants”) at C$0.12 per March 2023 Special Warrant for $4,536,020 (C$6,196,047),

of which $3,661,822 was received in cash and $874,198 was applied towards settlement of accounts payable, accrued liabilities and promissory

Each March 2023 Unit consists of one share of common stock of the Company (each, a “Unit Share”) and one common stock

purchase warrant of the Company (each, a “Warrant”).

Each whole Warrant entitles the holder thereof to acquire one share

of common stock of the Company (a “Warrant Share”, and together with the Unit Shares, the “Underlying Shares”)

at an exercise price of C$0.15 per Warrant Share until March 27, 2026, subject to adjustment in certain events.

The Special Warrants

issued on March 27, 2023 were converted to 51,633,727 shares of common stock and common stock purchase warrants on July 24, 2023.

On June 23, 2023, the Company

closed the upsized and improved $67,000,000 project finance package with Sprott, consisting of a $46,000,000 stream and a $21,000,000

new debt facility.

The Bridge Loan was repaid from the proceeds of the Stream.

The parties also agreed to extend the maturities of the

CD1 and CD2 debentures to March 31, 2026, when the full $6 million and $15 million, respectively, will become due.

During 2023 a subsidiary of Teck exercised its option for a minimum 5-year, 100% offtake of Bunker Hill’s zinc and lead

concentrates at its smelter in Trail, British Columbia, ensuring a long-term, sustainable revenue source.

Plant Purchase

May 13, 2022, the Company completed the purchase of a comprehensive package of equipment and parts inventory from Teck’s Pend Oreille

site (the “Process Plant”) in eastern Washington State.

The package comprised substantially all processing equipment including

complete crushing, grinding and flotation circuits suitable for a planned ~1,500 ton-per-day operation at Bunker Hill, and nearly 10,000

components and parts for mill, assay lab, conveyer, field instruments, and electrical spares.

Mine is a zinc-lead-silver mine.

When in production, the Company intends to mill polymetallic mineralizaton on-site to produce

both zinc and lead-silver concentrates which will then be shipped to Teck’s Trail smelter for processing as per the underlying

off-take agreement.

or letters of credit deemed acceptable to the EPA totaling $17,000,000, corresponding to the Company’s cost recovery obligations as outlined above.

In June 2022, the Company was successful in obtaining financial assurance.

of the bonds or letters of credit will decrease over time as individual payments are made.

December 2024, the Company made the second payment under the 2021 Amended Settlement Agreement for $3,000,000.

As a result, the remainder

of the payment obligation was $14,000,000.

As of December 31, 2024, the Company had two payment bonds of $9,999,000 and $4,001,000 in

place to secure this liability.

As of December 31, 2025 the collateral for the payment bonds are comprised of $2,975,000 of restricted

cash and land pledged by third parties, with whom the Company has entered into an agreement that contemplates a monthly fee of $20,000

(payable in cash or common stock of the Company, at the Company’s election) the “Financing Cooperation Agreement”.

In the fourth quarter of 2025 the EPA agreed to forebear enforcement of any late payments pursuant to the first amendment of the Amended

Settlement Agreement to facilitate ongoing discussion of a potential second amendment to the Amended Settlement Agreement, including

the payment due in November 2025.

The EPA reserved all rights to resume collection of late payments in the event a Second Amendment of

the 2021 Amended Settlement Agreement is not finalized.

August 8, 2024, the Company and its subsidiary Silver Valley Metals Corp.

(formerly American Zinc Corp.) (“Silver Valley”)

entered into a secured promissory note purchase agreement with Monetary Metals Bond III LLC (“Monetary Metals”), a Delaware

limited liability company established by Monetary Metals & Co., pursuant to which Monetary Metals agreed to purchase, and Silver

Valley agreed to issue and sell to Monetary Metals, a secured promissory note (the “Note”) in a private placement.

to the Note, Monetary Metals agreed to loan to Silver Valley, in one or more tranches, up to an aggregate principal amount of U.S.

equal to 1.2 million ounces of silver (the “Silver Loan”).

On August 8, 2024, the Company closed the first tranche of the

Silver Loan in the principal amount of $16,422,039, being the number of U.S.

dollars equal to 609,805 ounces of silver.

After deduction

of financing costs and the first-year interest, the Company received $13,225,005.

The Silver Loan is for a term of three years, secured

against the Company’s assets and repayable in cash or silver ounces.

The Silver Loan bears interest at the rate of 15% per annum,

payable in cash or silver ounces on the last day of each quarterly interest period.

On September 25, 2024, the Company closed the second

tranche Silver Loan in the principal amount of $6,369,000, being the number of U.S.

dollars equal to 200,000 ounces of silver.

deduction of financing costs and the first-year interest the Company received $5,352,438.

On November 6, 2024, the Company closed the

third tranche Silver Loan in the principal amount of $6,321,112, being the number of U.S.

dollars equal to 198,777 ounces of silver.

After deduction of financing costs and the first-year interest the Company received $5,422,474.

On November 8, 2024, the Company closed

the fourth tranche Silver Loan in the principal amount of $1,250,000, being the number of U.S.

dollars equal to 39,620 ounces of silver.

After deduction of financing costs and the first-year interest the Company received $1,076,563.

On December 30, 2024, the Company closed

the fifth tranche Silver Loan in the principal amount of $1,478,847, being the number of U.S.

dollars equal to 50,198 ounces of silver.

After deduction of financing costs and the first-year interest the Company received $1,201,781.

series of related transactions also took place concurrently with closing of the Silver Loan in August 2024 to amend certain terms of

the existing financing package with Sprott.

Firstly, the maturity

dates of the series 1 convertible debentures and series 2 convertible debentures (together, the “Debentures”) previously

issued by the Company to Sprott were extended from March 31, 2026 to March 31, 2028 and March 31, 2029, respectively.

Additionally, the

termination date of the royalty put option (the “Royalty Put Option”) previously granted by the Company to Sprott was amended

from the later of the payment in full of the Debentures and the exercise of the Royalty Put Option, to the later of the payment in full

of the Debentures and March 31, 2029.

The Company also amended certain terms of the existing loan agreement (the “Sprott Loan”)

dated as of June 23, 2023, by and among (i) the Company, (ii) Silver Valley, and (iii) Sprott Private Resource Streaming and Royalty

(US Collector), LP and Sprott Private Resources Streaming and Royalty Annex (US Collector), LP (collectively, the “Sprott Lenders”)

to extend the maturity date of the Sprott Loan from June 30, 2027 to June 30, 2030 and increase the interest payable from June 30, 2027

onwards from 10% to 15%.

consideration for advancing the Silver Loan, the Company agreed to issue to Monetary Metals, subject to prior TSXV approval, non-transferable

bonus share purchase warrants (the “Bonus Warrants”) in one or more tranches.

The number of Bonus Warrants issued in each

tranche will be equal to (a) in connection with the first tranche, two times the number of ounces of silver advanced by Monetary Metals

under the first tranche (the “Base Warrants”) and a bonus ratchet of (i) 2.5% of the Base Warrants if at least 500,000 and

up to 599,999 silver ounces are advanced, (ii) 5.0% of the Base Warrants if up at least 600,000 and up to 699,999 silver ounces are advanced,

(iii) 10.0% of the Base Warrants if at least 700,000 and up to 799,999 silver ounces are advanced, and (iv) 15.0% of the Base Warrants

if at least 800,000 silver ounces are advanced;

and (b) in connection with any additional tranches, two times the number of ounces of

silver advanced under such tranche.

In any event, the number of Bonus Warrants issuable to Monetary Metals is subject to a cap of 85,715

Bonus Warrants.

December 12, 2024, the Company drew $5,000,000 on the Sprott debt facility.

As consideration for Sprott advancing the facility, 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.

December 19, 2024, the Company drew $5,000,000 on the Sprott debt facility.

As consideration for Sprott advancing the facility, 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.

Bunker Hill Mine is a zinc-lead-silver mine.

The Company intends to mine and mill polymetallic mineralization on-site to produce both

zinc and lead-silver concentrates which is planned to be transported to Teck’s Trail smelter for processing pursuant to an off-take

Infrastructure

Mine includes all mining rights and claims, surface rights, fee parcels, mineral interests, easements, existing infrastructure at Milo

Gulch, and the majority of machinery and buildings at the Kellogg Tunnel portal level, as well as all equipment and infrastructure underground at the Bunker Hill Mine Complex.

It also includes all current and historic data relating to the Bunker Hill Mine Complex,

such as drill logs, reports, maps, and similar information located at the Mine site or any other location.

For further detail, please

refer to the “Project Infrastructure” section in Item 2 below.

Bunker Hill Mine includes all, surface rights, fee parcels, mineral claims, easements, existing infrastructure at Milo Gulch, and the

majority of equipment, machinery, and building Structures at the Kellogg Tunnel portal level, as well as all equipment and infrastructure

underground at the Bunker Hill Mine Complex.

The Mine also includes all current and historic data and technical information relating

to the Bunker Hill Mine Complex, such as drill logs, reports, maps, and similar information located at the Mine site or any other location.

For further detail, please refer to the “Project Infrastructure” section in Item 2 below.

Regulation and Approval

6 unchanged sentences

will be necessary to obtain one additional operations permit, the air quality permit, from the IDEQ prior to commencement of mine operations.

As the air quality permit is required for operations, there can be no

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

For further detail, please refer to the

“Environmental Studies and Permitting” section of the “Technical Report Summary” in Item 2 below.

As the air quality permit is required for operations, there can be no assurance that the Company will be able to obtain it in a timely

manner or at all.

For further detail, please refer to the “Environmental Studies and Permitting” section of the “Technical

Report Summary” in Item 2 below.

Company has mineral rights to 440 patented mining claims covering over 5,700 acres.

Of these claims, 35 include surface

ownership of approximately 259 acres.

It also has certain parcels of fee property which include mineral and surface rights but not patented

mining claims.

Mining claims and fee properties are located in Townships 47, 48 North, Range 2 East, Townships 47, 48 North, Range 3

East, Boise Meridian, Shoshone County, Idaho.

Of these claims, 35 include surface ownership of

approximately 259 acres.

It also has certain parcels of fee property that include mineral and surface rights but not patented mining

Mining claims and fee properties are located in Townships 47, 48 North, Range 2 East, Townships 47, 48 North, Range 3 East, Boise

Meridian, Shoshone County, Idaho.

mining claims in the State of Idaho do not require permits for underground mining activities to commence on private lands.

Other permits

associated with underground mining may be required, such as water discharge and site disturbance permits.

The water discharge is being

handled by the EPA at the existing CTP.

The Company expects to be responsible for water treatment in the future and obtain an appropriate

discharge permit.

permits associated with underground mining may be required, such as water discharge and site disturbance permits.

discharge is the responsibility of the EPA at the existing CTP.

The Company expects to be responsible for water treatment in the

future and obtain an appropriate discharge permit.

further detail, please refer to the “Property Description and Ownership” section of the “Technical Report Summary”

11 unchanged sentences

Company had forty full time employees as of December 31, 2025.

The balance of the Company’s operations is comprised of

contracted labor and consultants.

We make available, free of charge, on

or through our Internet website, at www.bunkerhillmining.com , our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange

Our website and the information contained therein or connected thereto are not intended to be, and are not, incorporated into this

Annual Report.

Our reports and other information can

be inspected on the SEC’s website at www.sec.gov .

The Company also files reports under Canadian regulatory requirements

on the System for Electronic Document Analysis and Retrieval (“SEDAR+”).

The Company’s reports which are filed on SEDAR+

can be found under the Company’s SEDAR+ profile at www.sedarplus.ca .

The balance of the Company’s operations is comprised of contracted

labor and consultants.

make available, free of charge, on or through our Internet website, at www.bunkerhillmining.com , our annual reports on Form 10-K,

our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to

Section 13(a) or 15(d) of the Exchange Act.

Our website and the information contained therein or connected thereto are not intended to

be, and are not, incorporated into this Annual Report.

reports and other information are available on the SEC’s website at www.sec.gov .

The Company also files reports under

Canadian regulatory requirements on the System for Electronic Document Analysis and Retrieval (“SEDAR+”).

The Company’s

reports are filed on SEDAR+ can be found under the Company’s SEDAR+ profile at www.sedarplus.ca .

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

What changed 10-K

Item 1. Business