What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-06 compared with 2025-03-28 · 1108 added, 929 removed, 863 unchanged (70% of the section changed)

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(the “Company”) as of December 31,

and 2023, and the related consolidated statements of loss and comprehensive loss, cash flows, and changes in stockholders’ deficiency

for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated

financial statements”).

2025 and 2024, and the related consolidated statements of loss and comprehensive loss, cash flows, and changes in stockholders’

deficiency for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the

“consolidated financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the

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the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States

Uncertainty Related to Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the consolidated financial statements, the Company has incurred losses since inception resulting in an accumulated deficit

and does not have sufficient working capital which raises substantial doubt about its ability to continue as a going concern.

plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

This matter is also described in the “Critical Audit Matters” section

of our report.

consolidated financial statements are the responsibility of the Company’s management.

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accounts or disclosures to which they relate.

Burnhamthorpe Road West, Suite 900, Mississauga ON, L5B 3C2

Audit Matter Description

described in Note 1 to the consolidated financial statements, the Company may not have sufficient cash to fund its operations and

meet debt obligations and therefore, will need to obtain additional equity or debt financing.

Management has prepared future cash

flow forecasts, which involves judgement and estimation of key variables that affect cash flows, such as planned expenditure.

identified the Company’s ability to continue as a going concern as a critical audit matter because auditing the Company’s

going concern assessment is complex and involves a high degree of auditor judgment to assess the reasonableness of cash flow forecasts,

planned refinancing actions and other assumptions used in the Company’s going concern analysis.

matter is also described in the “Material Uncertainty Related to Going Concern” section of our report.

responded to this matter by performing audit procedures in relation to management’s assessment of the Company’s ability

to continue as a going concern.

Our audit work in relation to this included, but was not restricted to, the following:

● Evaluated the cash flow forecasts prepared by management and evaluated the integrity and arithmetical accuracy of the model.

Evaluated the key assumptions used in management’s model to estimate future cash flows by comparing assumptions used by

management against historical performance and budgets.

Assessed the adequacy of the going concern disclosure included in Note 1 to the consolidated financial statements.

of Series 1, 2, & 3 Convertible Debentures (“CDs”)

Company had previously issued CDs which are complex in nature and are required to be fair valued at the end of each reporting period.

Company had previously issued Series 1 & 2 CDs which are complex in nature and were required to be fair valued at the end of

each reporting period.

Series 1 & 2 CDs were amended on June 5, 2025, and were required to be fair valued pre-amendment and post-amendment.

In addition, the Company issued Series 3 CD on June 5, 2025, that is required to be fair valued on issuance date.

calculation of the fair value of the CDs requires management to use an appropriate valuation model and incorporates estimates.

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be a critical audit matter.

to Note 3 Significant Account Policies – Use of Estimates and Assumptions and Note 10 Promissory Notes Payable and Convertible

to Note 3 Significant Account Policies – Use of Estimates and Assumptions and Note 10 Debt Instruments.

responded to this matter by performing audit procedures in relation to the valuation of the CDs.

Our audit work in relation to this

included, but was not restricted to, the following:

Obtained and assessed all amendments signed in the year in relation to the CDs.

Our audit work in relation to this included,

but was not restricted to, the following:

and assessed all new and amended agreements signed in the year in relation to the CDs.

management’s assessment of the fair value of the CDs.

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the appropriateness of the inputs used in the model, and recalculated fair values.

● Recalculated

the covenants involved to ensure compliance.

Assessed the appropriateness of the related disclosures.

the appropriateness of the related disclosures.

of Silver Loan

Company closed multiple tranches of advancements relating to a loan in an amount of U.S.

dollars equal up to 1.2 million ounces of

silver (“Silver Loan”).

Company had previously closed multiple tranches of advancements relating to a loan in an amount of U.S.

dollars equal up to 1.2 million

ounces of silver (“Silver Loan”) with the addition of a new tranche closed in 2025.

loan is complex in nature and is required to be fair valued on issuance date and at each reporting period.

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to be a critical audit matter.

to Note 3 Significant Accounting Policies – Use of Estimates and Assumptions and Note 10 Promissory Notes Payable and Convertible

to Note 3 Significant Accounting Policies – Use of Estimates and Assumptions and Note 10 Debt Instruments.

responded to this matter by performing audit procedures in relation to the valuation of the Silver Loan.

Our audit work in relation

to this included, but was not restricted to, the following:

and assessed all agreements signed in the year in relation to the Silver Loan.

management’s assessment of the fair value of the Silver Loan.

Our audit work in relation to

this included, but was not restricted to, the following:

and assessed all new and amended agreements signed in the year in relation to the Silver Loan.

Obtained management’s assessment of the fair value of the Silver Loan.

the assistance of internal valuation specialists, evaluated the reasonability of management’s model for valuing the Silver

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the appropriateness of the related disclosures.

Audit Matter Description

Restructuring

June 5, 2025, the Company undertook a series of transactions to restructure its balance sheet.

This involved both debt and capital

transactions.

the various new and amended debt and equity instruments involved, there was increased complexity in appropriately accounting for

the restructuring.

identified the evaluation of the accounting treatment of these transactions as a critical audit matter given the increased extent

of audit effort that was required.

to Note 10 Debt Instruments and Note 11 Capital Stock, Warrants and Stock Options.

responded to this matter by performing audit procedures to assess the accounting treatment of the restructuring transactions.

work in relation to this included, but was not restricted to, the following:

Obtained and assessed all agreements signed in the year in relation to the restructuring.

Obtained management’s assessment of the accounting treatment of the various transactions involved.

Evaluated the reasonability of management’s assessment.

Assessed the appropriateness of the related disclosures.

Professional Accountants

Licensed Public Accountants

Public Accountants

have served as the Company’s auditor since 2014.

March 28, 2025

Hill Mining Corp.

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Non-current assets

Spare parts inventory

Long-term deposit

Long-term deposit (note 5, 7)

Equipment (note 5)

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Process plant (note 6)

$ 150,958,994

EQUITY AND LIABILITIES

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Environmental Protection Agency cost recovery payable (note 9)

Silver Loan (note 10)

Stream debenture (note 10)

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Series 2 convertible debenture (note 10)

Series 3 convertible debenture (note 10)

Stream debenture (note 10)

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Environment protection agency cost recovery liability net of discount (note 9)

Deferred tax liability (note 16)

Derivative warrant liability (note 11)

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Nil preferred shares issued and outstanding (note 11)

Common stock, $ 0.000001 par value, 1,500,000,000 shares of common stock authorized;

Common stock, $ 0.000001 par value, 100,000,000 and 71,428,572 shares of common stock authorized;

39,834,023 and 9,991,391 shares of common stock issued and outstanding, respectively (note 11)

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Total shareholders’ deficiency and liabilities

$ 150,958,994

accompanying notes are an integral part of these consolidated financial statements.

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Change in derivative liability (note 11)

Gain (loss) on foreign exchange

Gain (loss) on fair value of convertible debentures (note 10)

Gain on debt settlement (note 7)

Gain on warrant modification

( 42,593,254 )

Gain (loss) on fair value of debentures (note 10)

Loss on fair value of silver loan (note 10)

( 49,386,219 )

Loss on revaluation of stream debenture (note 10)

( 2,820,533 )

Interest expense and accretion (notes 9 and 10)

Interest expense (notes 9 and 10)

( 7,383,987 )

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Financing costs (note 10, 11)

Gain (loss) on debt modification (note 10)

( 3,414,423 )

Gain (loss) on revaluation of stream debenture (note 10)

Gain on debt modification (note 10)

Gain on debt settlement (note 10)

Loss on debt modification (note 10)

( 2,155,718 )

Loss on debt settlement (note 10)

( 3,449,557 )

Loss on issuance of warrants (note 11)

( 6,469,023 )

Loss on sale of equipment (note 6)

Loss on foreign exchange

Bad debt expense (note 4)

Loss for the year pre tax

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Deferred tax recovery (expense) (note 16)

( 2,588,590 )

Net (loss) for the year

Loss for the year

( 93,132,015 )

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Other comprehensive income (loss), net of tax

(Loss) gain on change in FV on own credit risk (note 10)

Gain (loss) on change in FV on own credit risk (note 10)

( 3,811,023 )

Other comprehensive (loss) income

Other comprehensive income (loss)

( 3,811,023 )

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( 29,152,646 )

Net (loss) Income per share of common stock

Net (loss) per share of common stock – basic (note 12)

Net (loss) per share of common stock – fully diluted (note 12)

Loss per share of common stock

Loss per share of common stock – basic (note 12)

Loss per share of common stock – fully diluted (note 12)

Weighted average number of shares of common stock

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Depreciation expense (note 5)

Change in fair value of derivative liabilities

( 2,360,025 )

Change in fair value of silver loan

Current tax expense

Deferred tax (recovery) expense

Change in fair value of derivative liabilities (note 11)

Change in fair value of silver loan (note 10)

Current tax expense (note 16)

Deferred tax (recovery) expense (note 16)

( 2,588,590 )

Financing costs

(Gain) on warrant extinguishment

Units issued for services

Interest expense on lease liability (note 8)

Interest expense

Financing costs (note 10, 11)

Units issued for services (note 11)

Loss on warrant issuance (note 11)

Loss on sale of equipment (note 6)

Loss on debt settlement

Loss on modification of debt

Loss on revaluation of stream debenture

Gain on modification of debt

Gain on debt settlement (note 10)

( 29,786,339 )

Loss on debt settlement (note 11)

Bad debt expense (note 4)

Loss on modification of debt (note 10)

Gain on modification of debt (note 10)

( 1,308,062 )

(Gain) loss on revaluation of stream debenture (note 10)

( 4,149,606 )

Accretion of liabilities

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( 1,002,763 )

Gain on debt settlement

( 7,151,873 )

Changes in operating assets and liabilities:

Accounts receivable and prepaid deposits

Accounts payable

( 2,535,136 )

Accounts payable

Accrued liabilities

Current income tax payable

Interest payable

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Investing activities

Process plant

Expenditures on process plant

( 36,423,940 )

( 35,433,926 )

Mine development

Expenditures on mine development

( 4,597,547 )

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Financing activities

Proceeds from silver loan

Proceeds from debt facility

Proceeds from stream obligation

Transaction costs stream obligation

Proceeds from issuance of shares, net of issue costs

Proceeds from warrants exercise

Proceeds from promissory notes

Repayment of U.S.

Environmental Protection Agency cost recovery payable

Proceeds from issuance of units, net (note 11)

Proceeds from warrant exercises (note 11)

Proceeds from compensation options (note 11)

Proceeds from silver loan (note 10)

Proceeds from Teck promissory note (note 10)

Repayment of Teck promissory note (note 10)

( 4,487,160 )

Repayment of bridge loan

Proceeds from Loan (note 10)

Repayment of Loan (note 10)

( 3,500,000 )

Repayment of promissory notes

Repayment of promissory note

Proceeds from debt facility (note 10)

Repayment of U.S.

Environmental Protection Agency cost recovery payable (note 9)

( 3,000,000 )

Lease payments

Lease payments (note 8)

Net cash provided by financing activities

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( 18,317,319 )

Cash, beginning of year

Cash and restricted cash, beginning of year

Cash and restricted cash, end of year

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Non-cash activities:

Units issued to settle accounts payable and accrued liabilities

Units issued to settle deferred shared units

Units issued to settle interest payable

Interest payable settled with common shares

Deferred shared units settled with common shares

Debt settled with common shares

Loan facility settled with common shares

Stream settled with common shares

Reconciliation from Cash Flow Statement to Balance Sheet:

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$ ( 110,366,721 )

$ ( 52,135,365 )

Stock-based compensation

Compensation options

Shares issued for interest payable

Shares issued for deferred share units

Shares issued for services

Shares issued for mine acquisition

Shares issued for restricted share units vested

Shares issued for warrant exercise

Special warrant shares issued for $0.15 CAD

Other comprehensive (loss)

( 3,811,023 )

Net (loss) for the year

Shares issued for warrant exercises

Shares issued for compensation option exercises

Shares issued June private placement

Shares issued September private placement

Compensation options

Shares issued for debt

Initial Recognition of CD1, CD2, CD3

Other comprehensive income

Loss for the year

( 93,132,015 )

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$ ( 203,498,736 )

$ ( 56,071,042 )

Balance, December 31, 2023

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Stock-based compensation

Compensation options

Shares issued for restricted share units vested

Shares issued for interest payable

Shares issued for warrant exercise

Special warrant shares issued for $ 0.15 CAD

Shares issued for deferred share units

Shares issued for restricted share units vested

Other comprehensive income

Net (loss) for the year

( 3,811,023 )

Loss for the year

( 25,341,623 )

Balance, December 31, 2024

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$ ( 3,002,361 )

$ ( 110,366,721 )

$ ( 52,135,365 )

accompanying notes are an integral part of these consolidated financial statements.

Nature and continuance of operations

Nature of operations

Hill Mining Corp.

(“we”, “us”, “Bunker Hill”, or the “Company”) was incorporated

under the laws of the state of Nevada, U.S.A.

(“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.

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 head office is located at 300-1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E

As of the date of this Form 10-K, 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”).

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”).

Company was incorporated for the purpose of engaging in mineral exploration, and exploitation activities, and is currently focused on

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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.

are currently focused on the construction of mill facilities and upgrades to the historic underground infrastructure as well as further

delineation of mineral resources.

consolidated financial statements have been prepared on a going concern basis.

The Company has incurred losses since inception

resulting in an accumulated deficit of $ 110,366,721

and further losses are anticipated in the development of its business.

The Company does not have sufficient cash to fund normal

operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising

additional funds.

In order to continue to meet its fiscal obligations in the current fiscal year and beyond, the Company must seek

additional financing.

The Company has announced a debt restructure and equity offering, however, there is no assurance these

transactions will be finalized, and if finalized the timing of such finalizations.

This raises substantial doubt about the

Company’s ability to continue as a going concern.

Its ability to continue as a going concern is dependent upon the ability of

the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and

repay its liabilities arising from normal business operations when they come due.

The accompanying consolidated financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets,

or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Company’s operations could be adversely affected by the effects of the tariff war between the United States of America and other

countries around the world.

The Company cannot accurately predict the impact the crisis will have on its operations and the ability of

contractors to meet their obligations with the Company, including uncertainties relating the severity of its effects, the duration of

the conflict, and the length and magnitude of restrictions imposed by governments.

In addition, the crisis could adversely affect the

economies and financial markets of the United States in general, resulting in an economic downturn that could further affect the Company’s

operations and ability to finance its operations.

Additionally, the Company cannot predict changes in precious metals pricing or changes

in commodities pricing which may alternately affect the Company either positively or negatively.

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.

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.

Basis of presentation

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The consolidated financial statements are expressed in U.S.

the Company’s functional currency.

the Company and subsidiary Silver Valley Metals Corp.’s functional currency.

Significant accounting policies

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Lease expense for minimum lease payments is amortized on a straight-line basis over

the lease term and is included in operation and administration expenses in the consolidated statements of loss and comprehensive

the lease term and is included in operation and administration expenses in the consolidated statements of loss and comprehensive loss.

income obtained through subleases is recorded as income over the lease term and is offset against operation and administration expenses.

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3 inputs to valuation methodology are unobservable and significant to the fair measurement.

carrying amounts reported in the consolidated balance sheets for cash, restricted cash, accounts receivable excluding HST, accounts payable,

accrued liabilities, interest payable, promissory notes payable, current portion of environmental protection agency cost recovery payable,

and current portion of lease liability, all of which qualify as financial instruments, are a reasonable estimate of fair value because

of the short period of time between the origination of such instruments and their expected realization and current market rate of interest.

The carrying amounts of convertible loans are reported at estimated fair values as a result of the application of fair value models at

each period end.

The Company measures its DSU liability at fair value on recurring basis using level 1 inputs.

Derivative warrant liabilities,

silver loan, and convertible debentures are measured at fair value on recurring basis using level 3 inputs.

The Company measured the

non-current portion of the EPA liability and the stream debenture using a discount rate that represents the market rate.

measures its lease liabilities using the rate implicit in the lease or incremental borrowing rate if the rate

implicit in the lease is not available.

carrying amounts reported in the consolidated balance sheets for cash, restricted cash, accounts receivable excluding HST, accounts

payable, accrued liabilities, interest payable, promissory notes payable, current portion of environmental protection agency cost

recovery payable, and current portion of lease liability, all of which qualify as financial instruments, are a reasonable estimate

of fair value because of the short period of time between the origination of such instruments and their expected realization and

current market rate of interest.

From January 1, 2025 to June 5, 2025 the carrying amounts of convertible loans were reported at

estimated fair values as a result of the application of fair value models at each period end.

The Company measures its DSU liability

at fair value on recurring basis using level 1 inputs.

Derivative warrant liabilities, silver loan, and convertible debentures are

measured at fair value on recurring basis using level 3 inputs.

The Company measured the non-current portion of the EPA liability

and the stream debenture using a discount rate that represents the market rate.

The Company measures its lease liabilities using the

rate implicit in the lease or incremental borrowing rate if the rate implicit in the lease is not available.

Environmental

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Potential shares of common stock consist of the

incremental shares of common stock issuable upon the exercise of stock options, restricted share units (“RSUs”), warrants and the conversion of convertible loan

As of December 31, 2024, a $ 6,000,000 convertible debenture (the “CD1”), a $ 15,000,000 convertible debenture (the

“CD2”), 6,445,152 stock options, 147,219,360 warrants, and 2,070,258 broker options, and 14,026,493 RSUs were considered

in the calculation but not included, as they were anti-dilutive (December 31, 2023 - 8,970,636 stock options, 145,061,976 warrants, 4,301,150

broker options and 7,044,527 RSUs were considered in the calculation but not included).

incremental shares of common stock issuable upon the exercise of stock options, restricted share units (“RSUs”), warrants

and the conversion of convertible loan payable.

As of December 31, 2025, a $ 6,000,000 convertible debenture (the “CD1”),

a $ 15,000,000 convertible debenture (the “CD2”), 51,832 stock options, 18,491,855 warrants, and 760,767 broker options,

and 332,209 RSUs were considered in the calculation but not included, as they were anti-dilutive (December 31, 2024 - a $ 6,000,000

convertible debenture (the “CD1”), a $ 15,000,000 convertible debenture (the “CD2”), 184,147 stock options,

4,206,771 warrants, 59,149 broker options and 400,757 RSUs were considered in the calculation but not included).

December 2004, FASB issued FASB ASC 718, Compensation – Stock Compensation (“FASB ASC 718”), which establishes standards

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of significant judgment and estimates affecting the amounts recognized in the consolidated financial statements include:

assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its

assessment of the Company’s ability to continue as a going concern involves judgement regarding future funding available for its

operations and working capital requirements.

Judgement is also required in determining if disclosure of a material uncertainty related

to events or conditions which might cast substantial doubt on the Company’s ability to continue as a going concern is required

in the notes to the consolidated financial statements.

This judgment is dependent on management’s expectation of future net cash

flows, exiting borrowing capacity and financial obligations in the next 12 months.

during the year ended December 31, 2025, the Company had a loss from operations and negative cash flows from operating activities, the

Company was able to restructure its debt and secure financings to fulfil its operational needs.

Based on management’s expectations

of future net cash flows, management has applied judgment that there is no material uncertainties related to events or conditions that

may cast substantial doubt on the Company’s ability to continue as a going concern.

Company has to make estimates to accrue for certain expenditures due to delay in receipt of third-party vendor invoices.

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This estimate also requires determining the most appropriate inputs to the valuation model including

the expected life of the warrants derivative liability, volatility, USD-CAD exchange rates and dividend yield and making assumptions about them.

The assumptions

and models used for estimating fair value of warrants derivative liability are disclosed in Notes 11.

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, expected volatility in minerals prices, credit spread, and project risk/estimation risk factors.

See Note 10 for full

disclosures related to the convertible loans and promissory notes.

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, expected volatility in minerals prices, credit

spread, and project risk/estimation risk factors.

See Note 10 for full disclosures related to the silver loan.

the expected life of the warrants derivative liability, volatility, USD-CAD exchange rates and dividend yield and making assumptions

The assumptions and models used for estimating fair value of warrants derivative liability are disclosed in Notes 11.

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, expected volatility in minerals prices, credit spread, and project

risk/estimation risk factors.

See Note 10 for full disclosures related to the convertible loans and promissory notes.

fair value estimates of the silver loan use inputs to the valuation model that include risk-free rates, spot and futures prices of minerals,

expected volatility in minerals prices, credit spread, and project risk/estimation risk factors.

See Note 10 for full disclosures related

to the silver loan.

stream obligation inputs used to determine the future cash flows and effective interest for the amortized cost calculation include futures

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the capitalization rates.

Reclassifications

reclassifications have been made to conform prior year’s data to the current presentation.

The reclassifications have no effect

on the results of reported operations or stockholders’ deficit or cash flows.

Concentrations

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are reported as gain or loss on foreign exchange.

Debt instruments

Company reviews the terms of its agreements to identify any embedded derivatives.

If an embedded derivative is identified in a

contract the Company assesses if it is clearly and closely related to the host debt.

If the embedded derivative is determined to not

be clearly and closely related to the host debt the fair value election is made to account for the entire instrument at fair value with

the change in fair value accounted through earnings, profit and loss for each period reported.

If an embedded derivative is identified in a contract

the Company assesses if it is clearly and closely related to the host debt.

If the embedded derivative is determined to not be clearly

and closely related to the host debt the fair value election is made to account for the entire instrument at fair value with the change

in fair value accounted through earnings, profit and loss for each period reported.

Company applies ASC 480 distinguishing liabilities from equity and ASC 815 derivatives and hedging in determining the appropriate

accounting treatment for hybrid instruments.

The Company has measured the whole instrument at fair value per the fair value election

therefore, the embedded options within the convertible loans are not bifurcated and measured at fair value at each period

Until June 5, 2025 the Company measured the whole instrument at fair value per the

fair value election therefore, the embedded options within the convertible loans are not bifurcated and measured at fair value at

each period end.

Accounting Pronouncements

Accounting Pronouncements – In August 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”)

2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement, which clarifies the

business combination accounting for joint venture formations.

The amendments in the ASU seek to reduce diversity in practice that has

resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements.

The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint

The guidance is applicable to all entities involved in the formation of a joint venture.

The amendments are effective for all

joint venture formations with a formation date on or after January 1, 2025.

Early adoption and retrospective application of the amendments

are permitted.

The Company does not expect adoption of the new guidance to have a material impact on our consolidated financial statements

and disclosures.

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07 (“ASU 2023-07”),

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to

include disclosure of incremental segment information on an annual and interim basis.

Among the disclosure enhancements are new disclosures

regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported

measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within

fiscal years beginning after December 15, 2024, and are applied retrospectively.

The adoption of this new standard has not had a material impact on our

consolidated financial statements and note disclosures.

December 2023, the FASB issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740):

to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid.

The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, and are applied prospectively.

The adoption of this new standard has not had a material impact on our consolidated financial statements and note

Accounting Pronouncements – In December 2023 the Financial Accounting Standards Board (“FASB”) issued Accounting

Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” ASU 2023-09

enhances the transparency and decision usefulness of income tax disclosure through changes to the rate reconciliation and income taxes

paid information.

The Company adopted ASU 2023-09 during the fourth quarter of 2025.

The adoption did not have a material impact on the

consolidated financial statements or disclosures, see note 16 for further details

Accounting Pronouncements – In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive

Income—Expense Disaggregation Disclosures (Subtopic 220-40).” ASU 2024-03 provides guidance requiring that public business

entities disclose additional information about specific expense categories in the notes to financial statements.

The standard is effective

for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with

early adoption permitted.

ASU 2024-03 should be applied either (1) prospectively to financial statements issued for reporting periods

after the effective date, or (2) retrospectively to any or all prior periods presented in the financial statements.

The Company is currently

evaluating the impact of the standard on the consolidated financial statements.

accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have

9 unchanged sentences

Less accumulated depreciation

( 1,066,259 )

Equipment, net

total depreciation expense during the year ended December 31, 2024, was $ 212,645 (year ended December 31, 2023 - $ 144,347 ).

total depreciation expense during the year ended December 31, 2025, was $ 339,901

(year ended December 31, 2024 - $ 212,645 ).

During the year ended December 31, 2025, the Company paid a nonrefundable deposit of $ 1,430,107 to execute a lease-to-own

contract with Caterpillar to upgrade the underground equipment fleet.

The payment is recorded on the consolidated balance sheets as long-term

deposit as the equipment will not be delivered to the Company until 2026.

asset consists of the following:

3 unchanged sentences

Right-of-use asset, net

total depreciation expense during the year ended December 31, 2024, was $ 180,652

(year ended December 31, 2023 - $ 45,786 ,

relating to an expired lease).

The weighted average remaining lease term is 7 months as of December 31, 2024 ( 13 months as of

December 31, 2023).

The weighted average discount rate of the lease contracts is 15 %.

The Company is a party primarily to lease

contracts for mining related mobile equipment.

total depreciation expense during the year ended December 31, 2025, was $ 201,078 (year ended December 31, 2024 - $ 180,652 ).

average remaining lease term is 6 months as of December 31, 2025 ( 7 months as of December 31, 2024).

The weighted average discount rate

of the lease contracts is 15 %.

The Company is a party primarily to lease contracts for mining related mobile equipment.

Process Plant

6 unchanged sentences

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.

reassembled it.

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 consolidated balance sheets as a non-current asset.

spare parts, which was separated out on the consolidated balance sheets as a current asset.

As the plant is demobilized,

transported and reassembled, installation and other costs associated with these activities are being captured and capitalized as

transported and reassembled, installation and other costs associated with these activities were captured and capitalized as

components of the asset.

7 unchanged sentences

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

on the consolidated statements of loss and comprehensive loss.

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 on the consolidated statements of loss and comprehensive

In 2025, the Company scrapped the remaining griding circuits, classified as asset held for sale, recognizing a loss on sale of equipment

of $ 40,000 on the consolidated statements of loss and comprehensive loss.

Depreciation expense will commence once the process plant is placed in service which is expected to take place in

Bunker Hill Mine and Mining Interests

3 unchanged sentences

Bunker Hill Mine purchase

Ranger Page Property purchase

Capitalized development

4 unchanged sentences

Bunker Hill Mine

Depreciation of the Bunker Hill Mine will commence

once production commences which is expected to take place in HY1 2026.

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 already owns the mineral rights.

the year ended December 31, 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

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 already owns the mineral

March 3, 2023, the Company entered into a lease agreement with C & E Tree Farm LLC (“C & E”) 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.

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 136,055

June 5, 2025 units (note 11) to C&E at a deemed price $ 3.68

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.

($ 1,000,000 ) has been recognized on

the consolidated balance sheets as long term deposit.

The Company exercised its option to purchase the land parcel in 2026 (note 20).

December 12, 2025, the Company 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

comprised of 666,667

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

of Property Acquisition Details

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)

of Mineral Properties

On June 23, 2023, as consideration for the

extinguishment of the royalty convertible debenture (the “RCD”), as described in note 10, the Company granted a royalty

of life-of-mine gross revenue (the “Royalty”) from mining claims considered to be historically worked, contiguous to

current accessible underground development, and covered by the Company’s 2021 ground geophysical survey.

June 5, 2025, as consideration for Sprott Private Resource Streaming & Royalty Corp.

(“Sprott”) stream conversion as

described in note 10, 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 consolidated balance sheets.

January 17, 2025, as consideration for Sprott advancing the debt facility, as described in note 10, the Company granted a royalty

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.

This 2023 transaction was treated as a sale of mineral interest to Sprott Private

Resource Streaming & Royalty Corp.

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 June 23, 2023 before consideration of the sale of

mineral properties.

analysis utilized a discount rate of 13% and long-term metal prices of $1.09/lb, $0.98/lb and $25.51/oz for zinc, lead and silver

respectively, consistent with assumptions utilized in the valuation of the RCD at extinguishment.

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 was recognized on the consolidated balance sheets.

December 19, 2024, as consideration for Sprott advancing the debt facility, as described in note 10, the Company granted a royalty for

2 unchanged sentences

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 consolidated balance sheets.

December 12, 2024, as consideration for Sprott advancing the debt facility, as described in note 10, the Company granted a royalty for

2 unchanged sentences

A 0.35 % rate will apply to claims outside of these areas.

transactions were treated as a sale of mineral interest to Sprott.

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 consolidated balance sheets.

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 December 31, 2025 Sprott holds a 5% life-of-mine gross revenue applying to both primary and secondary

claims comprising the Project.

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 December 19, 2024, before consideration of the sale of mineral properties.

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

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of December 31, 2025, and December 31, 2024, The Company’s undiscounted lease obligations consisted of the following:

of Lease Liability

Schedule of Lease Liability

Gross lease obligation – minimum lease payments

4 unchanged sentences

Total lease liability

expense for the year ended December 31, 2024, was $ 50,560

(year ended Decembre 31, 2023, $ 23,669 ) .

expense for the year ended December 31, 2025, was $ 29,242 (year ended December 31, 2024, $ 50,560 ).

Environmental Protection Agency (“EPA”)

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recovery liabilities were to be paid by the Company to the EPA on the following dates:

of Amended Settlement Environmental Protection Agency Agreement

Schedule of Amended Settlement Environmental Protection Agency Agreement

Within 30 days of Settlement Agreement

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the year end December 31, 2024, the Company made a $ 3,000,000 payment to the EPA bringing the principal of the cost recovery liability

to $ 14,000,000 as of December 31, 2024 (compared to $ 17,000,000 as of December 31, 2023).

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, 2023, the Company had two payment bonds of $ 9,999,000 and $ 5,000,000 , and a $ 2,001,000 letter of credit, in place to secure this

The collateral for the payment bonds is comprised of two letters of credit of $ 4,475,000 in aggregate, as well as 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 shares of the Company, at the Company’s election).

The letters of credit of $ 4,475,000 in aggregate

are secured by cash deposits under an agreement with a commercial bank, which comprise the $ 4,475,000 of restricted cash shown within

current assets as of December 31, 2024, compared to $ 6,476,000 as of December 31, 2023.

Company recorded accretion expense on the liability of $ 1,975,089

for the year ended December 31, 2024, respectively, bringing the discounted, at 19.5 %, net liability to $ 8,549,229

(previously accrued interest of $ 154,743 )

as of Decembre 31, 2024.

The Company recorded accretion expense on the liability of $ 1,632,674

for the year ended December 31, 2023, respectively.

Treatment Charges – Idaho Department of Environmental Quality

to $ 14,000,000 as of December 31, 2024 and December 31, 2025.

of December 31, 2025, and December 31, 2024, the Company had two payment bonds of $ 9,999,000 and $ 4,001,000 in place to secure this liability.

The collateral for the payment bonds is comprised of restricted cash of $ 2,975,000 for December 31, 2025, and $ 4,475,000 for December

31, 2024, both shown within current assets 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.

Company recorded accretion expense on the liability of $ 1,765,315 for the year ended December 31, 2025, bringing the discounted,

at 19.5 %, net liability to $ 10,314,544 , (previously accrued interest of $ 154,743 ) as of December 31, 2025.

The Company recorded accretion

expense on the liability of $ 1,975,089 for the year ended December 31, 2024.

Treatment Charges – Idaho Department of Environmental Quality (“IDEQ”)

to the cost recovery liability outlined above, the Company is responsible for the payment of ongoing water treatment charges.

Water treatment

charges incurred through December 31, 2021, were payable to the EPA, and charges thereafter are payable to the IDEQ following a handover of responsibilities for the Central Treatment Plant from the EPA to the IDEQ as of

charges incurred through December 31, 2021, were payable to the EPA, and charges thereafter are payable to the IDEQ following a handover

of responsibilities for the Central Treatment Plant from the EPA to the IDEQ as of that date.

Company currently makes monthly payments of $ 100,000 to the IDEQ as instalments toward the cost of treating water at the Central Treatment

3 unchanged sentences

cost of water treatment.

As of December 31, 2024, a prepaid expense of $ 100,000 (December 31, 2023:

$ 94,582 ) represents the difference

between the estimated cost of water treatment and net payments made by the Company to the IDEQ to date.

This balance has been recognized

on the consolidated balance sheets as accounts receivable and prepaid expenses and accounts payable.

Promissory notes payable and convertible debentures

September 22, 2021, the Company issued a non-convertible promissory note of $ 2,500,000 bearing interest of 15 % per annum and payable

Interest expense for the years ended December 31, 2024, and 2023 was $ nil and $ 189,179 respectively.

The Company incurred

a one-time penalty of 10 % of the outstanding principal on June 30, 2023, of $ 99,569 which is included in loss on debt modification in

the consolidated statements of loss and comprehensive loss.

A final principal payment of $ 1,599,569

was made during the year ended December 31, 2023.

February 21, 2023, the Company issued a non-convertible promissory note to a related party of $ 120,000 , and a separate non-convertible

promissory note of $ 120,000 to another party.

Each promissory note bore fixed interest of $ 18,000 , payable at maturity.

Both promissory

notes, including interest were settled on March 27, 2023.

June 2023, the Company issued a non-convertible promissory note in the amount of $ 150,000 .

The promissory note bore fixed interest of

$ 15,000 , payable at maturity, which was the earlier of one year or the receipt of an equity or debt financing.

The promissory note, including

interest, was settled in June 2023.

Finance Package with Sprott

December 20, 2021, the Company executed a non-binding term sheet outlining a $ 50,000,000 project finance package with Sprott.

non-binding term sheet with Sprott outlined a $ 50,000,000 project financing package that the Company expected to fulfill the majority

of its funding requirements to restart the Mine.

The term sheet consisted of an $ 8,000,000 royalty convertible debenture (the “RCD”),

a $ 5,000,000 convertible debenture (the “CD1”), and a multi-metals Stream of up to $ 37,000,000 .

The CD1 was subsequently

increased to $ 6,000,000 , increasing the project financing package to $ 51,000,000 .

June 17, 2022, the Company consummated a new $ 15,000,000 convertible debenture (the “CD2”).

As a result, total potential

funding from Sprott was further increased to $ 66,000,000 including the RCD, CD1, CD2 and the Stream (together, the “Project Financing

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 newly proposed $ 46,000,000 stream (the “Stream”) was envisaged to have the

same economic terms as the previously proposed $ 37,000,000 stream, with a $ 9,000,000 increase in gross proceeds received by the Company,

resulting in a lower cost of capital for the Company.

The Company also announced a new $ 21,000,000 new debt facility (the “Debt

Facility”), available for draw at the Company’s election for two years.

As a result, total funding commitments from Sprott

was envisaged to increase to $ 96,000,000 including the RCD, CD1, CD2, Stream and debt facility (together, the “Project Financing

The Bridge Loan, as previously envisaged, was repaid from the proceeds of the Stream.

The parties also agreed to extend

the maturities of the CD1 and CD2 to March 31, 2026, when the full $ 6,000,000 and $ 15,000,000 , respectively, will become due.

Royalty Convertible Debenture (RCD)

Company closed the $ 8,000,000 RCD on January 7, 2022.

The RCD bears interest at an annual rate of 9.0 %, payable in cash or common stock

at the Company’s option, until such time that Sprott elects to convert a royalty, with such conversion option expiring at the earlier

of advancement of the Stream or July 7, 2023 (subsequently amended as described below).

In the event of conversion, the RCD will cease

to exist and the Company will grant a royalty for 1.85 % 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 (the

“Sprott Royalty”).

A 1.35 % rate will apply to claims outside of these areas.

The RCD was initially secured by a share pledge

of the Company’s operating subsidiary, Silver Valley, until a full security package was put in place concurrent with the consummation

In the event of non-conversion, the principal of the RCD will be repayable in cash.

with the funding of the CD2 in June 2022, the Company and Sprott agreed to a number of amendments to the terms of the RCD, including

an amendment of the maturity date from July 7, 2023 to March 31, 2025 .

The parties also agreed to enter into a Royalty Put Option such

that in the event the RCD is converted into a royalty as described above, the holder of the royalty will be entitled to resell the royalty

to the Company for $ 8,000,000 upon default under the CD1 or CD2 until such time that the CD1 and CD2 are paid in full.

The Company determined

that the amendments in the terms of the RCD should not be treated as an extinguishment of the RCD, and have therefore been accounted

for as a modification.

June 23, 2023, the funding date of the Stream, the RCD was repaid by the Company granting a royalty for 1.85 % of life-of-mine gross revenue

(the “Royalty”) from mining claims historically worked as described above.

A 1.35 % rate will apply to claims outside of these

The Company has accounted for the Royalty as a sale of mineral properties (refer to note 7 for further detail).

The Company has recognized a gain

of $ 6,980,932

in the consolidated statements of (loss) income and comprehensive (loss) income for the year ending December 31, 2023.

As of December 31, 2025, a prepaid expense of $ nil (December 31, 2024:

$ 100,000 ) represents the difference between

the estimated cost of water treatment and net payments made by the Company to the IDEQ to date.

This balance has been recognized on the

consolidated balance sheets as accounts receivable and prepaid expenses and accounts payable.

Debt instruments

Series 1 Convertible Debenture (CD1)

Company closed the $ 6,000,000 CD1 on January 28, 2022, which was increased from the previously-announced $ 5,000,000 .

The CD1 bears interest

at an annual rate of 7.5 %, payable in cash or common stock at the Company’s option, and matures on July 7, 2023 (subsequently amended,

as described below).

The CD1 is secured by a pledge of the Company’s properties and assets.

Until the closing of the Stream, the

CD1 was to be convertible into shares of Company common stock at a price of C$ 0.30 per share, subject to stock exchange approval (subsequently

amended, as described below).

Alternatively, Sprott may elect to retire the CD1 with the cash proceeds from the Stream.

The Company may

elect to repay the CD1 early;

if Sprott elects not to exercise its conversion option at such time, a minimum of 12 months of interest

with the funding of the CD2 in June 2022, the Company and Sprott agreed to a number of amendments to the terms of the CD1, including

that the maturity date would be amended from July 7, 2023 to March 31, 2025 , and that the CD1 would remain outstanding until the new

maturity date regardless of whether the Stream is advanced, unless the Company elects to exercise its option of early repayment.

Company determined that the amendments in the terms of the CD1 should not be treated as an extinguishment of the CD1 and have therefore

been accounted for as a modification.

with the funding of the Stream in June 2023, the Company and Sprott agreed to amend the maturity date of CD1 from March 31, 2025, to

March 31, 2026 , 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.

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.

of the modification the company reported a gain of $ 366,201 in the gain (loss) on debt modification of the consolidated statement of

loss for year ended December 31, 2024 (gain of $ 58,657 for the year ended December 31, 2023).

CD1 is convertible into Common Shares at a price of C$ 0.30 per Common Share, subject to stock exchange approval.

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 .

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$”) C$ 10.50 per Common Share, subject to stock exchange approval.

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$ 10.50 per Common Share, was reduced to $ 3.675 .

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 host debt was initially measured at the fair value of a comparable liability without conversion option.

amount, after determining the fair value of the host debt, was allocated to the conversion option and recorded in APIC.

Subsequently host

debt was measured at amortized cost.

debt and the conversion option were fair valued using a binomial lattice methodology based on a modified Cox-Ross-Rubenstein (“CRR”)

Series 2 Convertible Debenture (CD2)

Company closed the $ 15,000,000 CD2 on June 17, 2022.

The CD2 bears interest at an annual rate of 10.5 %, payable in cash or common stock

at the Company’s option, and matured on March 31, 2025 .

The CD2 is secured by a pledge of the Company’s properties and assets,

and is convertible into Company common stock at a price of C$ 0.29 per share at Sprott’s election at any time through the maturity

The repayment terms included 3 quarterly payments of $ 2,000,000 each beginning June 30, 2024, and $ 9,000,000 on the maturity date.

with the funding of the Stream in June 2023, the Company and Sprott agreed to amend the maturity date of the CD2 from 3 quarterly payments

of $ 2,000,000 each beginning June 30, 2024, and $ 9,000,000 on March 31, 2025, to payment in full on March 31, 2026, and that the CD2

would remain outstanding until the new maturity date unless the Company elects to exercise its option of early repayment or Sprott elects

to exercise its share conversion option.

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.

As a result of the modification the company reported a gain of $ 941,861 in the gain (loss) on debt modification of

the consolidated statement of loss for year ended December 31, 2024 (loss of $ 3,833 for the year ended December 31, 2023).

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 .

secured by a pledge of the Company’s properties and assets.

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

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as a modification.

CD2 is convertible into Common Shares at a price of C$ 0.29 per Common Share, subject to stock exchange approval.

Company determined that in accordance with ASC 815 derivatives and hedging, each debenture will be valued and carried as a single instrument,

with the periodic changes to fair value accounted through earnings, profit and loss.

with the approach above, the following table summarizes the key valuation inputs as at applicable valuation dates using the binomial

lattice methodology based on a Cox-Ross-Rubenstein (“CRR”) approach:

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$ 10.15 per Common Share, was reduced to $ 3.675 .

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 host debt was initially measured at the fair value of a comparable liability without conversion option.

amount, after determining the fair value of the host debt, was allocated to the conversion option and recorded in APIC.

Subsequently host

debt was measured at amortized cost.

debt and the conversion option were fair valued using a binomial lattice methodology based on a modified CRR approach.

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.

with the approach above, the following table summarizes the key valuation inputs as at applicable valuation dates:

of Key Valuation Inputs

4 unchanged sentences

Credit spread

Risk-free rate

adjusted rate

CD1 note (1)(2)(3) (3)

CD2 note (1)(2)(3) (3)

CD1 note (1)(2)(3) (3)

CD2 note (1)(2)(3) (3)

Convertible Debenture

Risk-adjusted

CD1 carried a Discount for Lack of Marketability (“DLOM”) of 5.0 % as of the issuance date.

2 unchanged sentences

carries an instrument-specific spread of 7.23 %, CD2 carries an instrument-specific spread of 9.32 %

conversion price of the CD1 is $ 0.208 and CD2 is $ 0.202 as of December 31, 2024.

The conversion price of the CD1 is $ 0.227 and CD2

is $ 0.219 as of December 31, 2023.

resulting fair values of the CD1, RCD, and CD2 at December 31, 2024, and as of December 31, 2023, were as follows:

of Fair Value Derivative Liability

Instrument Description

total (loss) gain on fair value of debentures recognized during the year ended December 31, 2024 and December 31, 2023, was $ ( 890,258 )

and $ 1,673,776 , respectively.

The portion of changes in fair value that is attributable to changes in the Company’s credit risk

is accounted for within other comprehensive loss.

conversion price of the CD1 is $ 3.675 and $ 7.280 CD2 is $ 3.675 and $ 7.070 as of December 31, 2025 and December 31, 2024 respectively.

gain (loss) on changes in fair value of convertible debentures recognized on the consolidated statements of loss and comprehensive loss

during the year ended December 31, 2025 and December 31, 2024, was $ 1,002,763 , $ ( 890,258 ) , respectively.

portion of changes in fair value that is attributable to changes in the Company’s credit risk is accounted for within other comprehensive

During the year ended December 31, 2025, and December 31, 2024, the Company recognized $ 795,907

$ ( 1,107,109 ) and $ 554,787 respectively, within other comprehensive loss.

Interest expense for the year ended December 31, 2024 and 2023

was $ 2,030,548 and $ 2,368,233 respectively.

At December 31, 2024 interest of $ 510,411 ($ 510,411 at December 31, 2023) is included in

interest payable on the consolidated balance sheets.

During the year ended December 31, 2024, the Company issued shares of common stock

in connection with its election to satisfy interest payments under the outstanding convertible debentures recognizing a loss on extinguishment

of debt of $ 397,016 ($ 268,889 in the year ended December 31, 2023) in the consolidated statements of loss and comprehensive loss.

The Company performs quarterly testing of the covenants in the CD1 and CD2 and was in compliance with all such covenants

and $ ( 1,107,109 ) respectively, within other comprehensive income.

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 .

the year ended December 31, 2025, the Company recognized $ 297,934 , loss on debt settlement on the consolidated statements

of loss and comprehensive loss as a result of settling interest by issuance of shares, compared to $ 397,016 for the year ended December

the year ended December 31, 2025, the Company recognized $ 3,077,155

loss on debt settlement on the consolidated statements of loss

and comprehensive loss as a result of extinguishment of CD1 and CD2, compared to $ nil

for the year ended December 31, 2024.

Company recorded interest expense on host debt of CD1 of $ 328,949

from June 6, 2025 to December 31, 2025 ($ nil for

the year ended December 31, 2024), bringing the net liability to $ 4,241,610

as of December 31, 2025.

December 6, 2022, the Company closed a $ 5,000,000 loan facility with Sprott (the “Bridge Loan”).

The Bridge Loan is secured

by the same security package in place for the RCD, CD1, and CD2.

The Bridge Loan bears interest at 10.5% per annum and matures at the

earlier of (i) the advance of the Stream, or (ii) June 30, 2024.

In addition, the minimum quantity of metal delivered under the Stream,

if advanced, would increase by 5 % relative to amounts previously announced.

June 23, 2023, the Company repaid the outstanding principal and interest on the Bridge Loan recognizing a loss on extinguishment of debt

of $ 222,754 in the consolidated statements of loss and comprehensive loss.

Interest expense for year ended December

31, 2024, was $ nil compared to $ 346,550 for the year ended December 31, 2023.

June 23, 2023, all conditions were met for the closing of the Stream, and $ 46,000,000 was advanced to the Company.

The Stream is secured

by the same security package that is in place with respect to the RCD, CD1, and CD2.

The Stream is 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 would be repayable by applying

2% of payable metals sold.

The delivery price of streamed metals will be 20% of the applicable spot price.

At the Company’s option,

the Company may buy back 50% of the Stream Amount at a 1.40x multiple of the Stream Amount between the second and third anniversary of

the date of funding, and at a 1.65x multiple of the Stream Amount between the third and fourth anniversary of the date of funding.

Company incurred $ 740,956 of transactions costs directly related to the Stream which were capitalized against the initial recognition

of the Stream of $ 45,259,044 on the consolidated balance sheets.

Company recorded interest expense on the host debt of CD2 of $ 687,247

from June 6, 2025 to December 31, 2025 ($ nil

for the year ended December 31, 2025), bringing the net liability to $ 8,852,012

as of December 31, 2025.

December 31, 2025, interest of $ 268,333 ($ 510,411 at December 31, 2024) is included in interest payable on the consolidated balance sheets.

Series 3 Convertible Debenture (CD3)

Company closed the $ 4,000,000

CD3 on June 5, 2025 (note 18).

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 $ 3.675

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 host debt was initially measured at the fair value of a comparable liability without

conversion option.

The residual amount, after determining the fair value of the host debt, was allocated to the conversion option

and recorded in APIC.

Subsequently host debt was measured at amortized cost.

The debt and the conversion option were fair valued

using a binomial lattice methodology based on a modified CRR approach.

Company recorded interest expense on host debt of CD3 of $ 254,312 for

the year ended December 31, 2025 ($ nil

for the year ended December 31, 2024), bringing the net liability to $ 2,522,709

as of December 31, 2025.

At December 31, 2025, interest of $ nil

at December 31, 2024) is included in interest payable on the consolidated balance sheets.

Company performs quarterly testing of the covenants in the CD1, CD2, CD3 and was in compliance with all such covenants as of December

June 23, 2023, all conditions were met for the closing of The Stream, and $ 46,000,000

was advanced to the Company (“The Stream”).

The Stream was secured by the same security package that is in place with respect to the RCD, CD1, and

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

Company determined that in accordance with ASC 815 derivatives and hedging, The Stream does not meet the criteria for treatment as a

1 unchanged sentence

amount is not determinable.

The Company has therefore determined that in accordance with ASC 470, the stream obligation should be treated

The Company has therefore determined that in accordance with ASC 470, The Stream should be treated

as a liability based on the indexed debt rules thereunder.

2 unchanged sentences

prices, equal the cash received.

The measurement of the stream obligation is accounted for at amortized cost with accretion at the discount

The measurement of The Stream is accounted for at amortized cost with accretion at the discount

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 consolidated statements of loss and comprehensive loss.

Company determined the effective interest rate of the Stream obligation to be 10.7 % and recorded accretion expense on the liability of

$ 4,003,934 for the year ended December 31, 2024 ($ 2,516,593 for the year ended December 31, 2023) recognized in the consolidated statement

of loss and comprehensive loss, accretion expense on the liability of $ 1,615,066 for the year ended December 31, 2024

($ 233,407 for the year ended December 31, 2023) capitalized into the process plant (note 6) on the consolidated balance sheets and loss

on revaluation of the liability of $ 230,000 for the year ended December 31, 2024 ($ 3,128,956 for the year ended December 31, 2023), bringing

the liability to $ 56,987,000 as of December 31, 2024.

The revaluation is because of a change in projections.

The key assumptions used

in the revaluation are production of 676,000,000 lbs of zinc, 366,000,000 lbs of lead, 8,800,000 oz of silver over 14 years and commodity

prices of 1.20 $/lb to 1.27 $/lb for zinc, 0.94 $/lb to 0.97 $/lb for lead, and 27.61 $/oz to $31.7 $/oz for silver.

The Stream using the same discount rate, with changes to the carrying value recognized in the consolidated

statements of loss and comprehensive loss.

Company determined the effective interest rate of The Stream to be 10.6 % and recorded accretion expense on the liability of

$ 1,570,574 for the year ended December 31, 2025 ($ 4,003,934 for the year ended December 31, 2024) recognized in the consolidated statements

of loss and comprehensive loss, accretion expense on the liability of $ 971,426 for the year ended December 31, 2025 ($ 1,615,066 for the

year ended December 31, 2024) capitalized into the process plant (note 5) on the consolidated balance sheets and gain (loss) on revaluation

of the liability of $ 4,149,606 for the year ended December 31, 2025, and $ 230,000 for the year ended December 31, 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.

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, pursuant to which Sprott 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

(ii) the CD3;

and (iii) an additional 1.65 % life-of-mine gross revenue royalty (note 7) on primary and secondary claims comprising

the Bunker Hill Mine.

A gain on debt settlement $ 29,580,954 was recognized on the consolidated statements of loss and comprehensive loss for the year ended December 31, 2025 ($ nil for the year ended December 31, 2024).

Debt Facility

June 23, 2023, the Company closed a $ 21,000,000

debt facility with Sprott which is available for draw at the Company’s election for a period of 2

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.

maturity date of any drawings under the Debt Facility will be June

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 .

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 7).

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

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 .

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 7).

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 7).

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 7).

The Company recorded accretion expense on

the debt facility of $ 31,280 for the year ended December 31, 2024 ($ nil for the year ended December 31, 2023), bringing the net liability

to $ 9,236,610 as of December 31, 2024.

The Company performs quarterly testing of the covenants in the debt facility and was in compliance with all such

covenants as of December 31, 2024.

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”).

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

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.

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 ,

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 ,

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 ,

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 ,

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 .

The proceeds were bifurcated between host

debt and the underlying sale of mineral interest to Sprott (note 7).

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 year ended December

31, 2025, the Company recognized $ 187,458 gain on debt settlement on the consolidated statements of loss and comprehensive

loss as a result of settling principal and interest by issuance of shares, compared to $ nil for the year ended December 31, 2024.

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.

Company recorded accretion expense on the debt facility of $ 1,057,438 for the year ended December 31, 2025 ($ 31,280 for the year ended

December 31, 2024), accretion expense on the liability of $ 1,335,985 for the year ended December 31, 2025 ($ nil for the year ended December

31, 2024) capitalized into the process plant (note 6) on the consolidated balance sheets bringing the net liability to $ 15,160,612 as

of December 31, 2025, inclusive of $ 766,667 classified as interest payable).

At December 31, 2025, interest of $ nil ($ nil at December 31, 2024) is included in interest payable on the consolidated balance sheets.

Company performs quarterly testing of the covenants in the Debt Facility and was in compliance with all such covenants as of December

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”).

On August 8, 2024,

the Company closed the first tranche 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.

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 .

On 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 U.S.

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 .

connection with closing of the First Tranche, the Company issued a total of 36,588

4 unchanged sentences

will be C$ 5.60 .

connection with closing of the Second Tranche, the Company issued a total of 400,000

Warrants to Monetary Metals & Co.

connection with closing of the Second Tranche, the Company issued a total of 11,429 Warrants to Monetary Metals & Co.

(the “Tranche

2 unchanged sentences

will be C$ 5.60 .

connection with closing of the Third and Fourth Tranches, the Company issued a total of 476,793

Warrants to Monetary Metals & Co.

connection with closing of the Third and Fourth Tranches, the Company issued a total of 13,623 Warrants to Monetary Metals & Co.

(the “Tranche 3 & 4 Warrants”).

The Tranche 3 & 4 Warrants will be exercisable until August 8, 2027 , and the Exercise

Price of the Tranche 3 & 4 Warrants will be C$ 4.20 .

connection with closing of the Fifth Tranche, the Company issued a total of 2,868 Warrants to Monetary Metals & Co.

(the “Tranche

5 Warrants”).

The Tranche 3 & 4 Warrants will be exercisable until August 8, 2027, and the Exercise Price of the Tranche

3 & 4 Warrants will be C$ 0.12 .

The Tranche 5 Warrants will be exercisable until August 8, 2027, and the Exercise Price of the Tranche 5 Warrants

will be C$ 5.25 .

connection with closing of the Six Tranche, the Company issued a total of 21,206 Warrants to Monetary Metals & Co.

(the “Tranche

6 Warrants”).

The Tranche 6 Warrants will be exercisable until August 8, 2027, and the Exercise Price of the Tranche 6 Warrants

will be C$ 6.65 .

Company determined that in accordance with ASC 815 Derivatives and Hedging, the Silver Loan is valued and recorded as a single instrument,

14 unchanged sentences

Tranche 1, 2, 3, 4, & 5

resulting fair values of the Silver Loan at December 31, 2024, and as of the issuance date, were as follows:

Tranche 1, 2, 3, 4, 5, & 6

resulting fair values of the Silver Loan at December 31, 2025, and December 31, 2024, were as follows:

loss on changes in fair value of Silver Loan recognized on the consolidated statements of loss and comprehensive loss during the year

ended December 31, 2024, was $ 2,820,533 compared to $ nil for the year ended December 31, 2023.

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 (loss) during the year ended

December 31, 2024, was $ 2,703,914 , compared to $ nil for the year ended December 31, 2023.

ended December 31, 2025, was $ 49,386,219 compared to $ 2,820,533 for the year ended December 31, 2024.

The Company recognized a gain and

loss on modification of the Silver Loan of $ 468,878 and $ 2,155,718 respectively relating to June 5, 2025 and November 10, 2025 amendments.

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 (loss) during the year ended December 31, 2025, was $ 1,925,528 , compared to $ 2,703,914 for the year ended December

Company performs quarterly testing of the covenant of the Silver Loan and was in compliance with all such covenants as of December 31,

the year ended December 31, 2024, and December 31, 2023 the Company recognized $ nil and $ 1,708 respectively of other interest expense.

Promissory Note

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

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

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.

June 6, 2025, the Company repaid principal and accrued interest, in the amount of $ 4,487,160 on the unsecured Note as amended.

December 31, 2025, the principal and interest outstanding on the unsecured Note is $ nil ($ nil at December 31, 2024) on the consolidated

balance sheets.

Interest expense for the year ended December 31, 2025, was $ 87,160 ($ nil for the year ended December 31, 2024).

Teck Standby Facility

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, 2025,

and December 31, 2024, no advances have been made on the facility.

The Company determined that no recognition is required on the financial

statements as of December 31, 2025, as no amount has been drawn from the facility.

Unsecured Loan

a non-related party, 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 non-interest bearing.

The Loan was available in multiple advances at the discretion of the

On September 16, 2025, the Company received $ 1,750,000

On September 23, 2025, the Company received an additional $ 1,750,000 advance.

September 30, 2025, the Company repaid the principal on the unsecured Loan.

As of December 31, 2025, the principal and interest

outstanding on the unsecured Loan is $ nil

at December 31, 2024) on the consolidated balance sheets.

Capital stock, warrants and stock options

Reverse Stock Split

The Company received the approval of

a majority of its stockholders, by way of the Stockholder Consent, to proceed with authority to implement the reverse stock split

based on a one-for-thirty five ( 1-for-35 )

consolidation.

On March 5, 2026, the Company filed an amendment to the Company’s 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.

The Company’s common

shares began trading on the TSXV and OTC on a reverse split-adjusted basis under the Company’s existing trade symbol

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

All shares and per share

amounts have been presented in these financial statements on a post consolidation basis.

total authorized capital is as follows:

1,500,000,000

shares of common stock, with a par value of $ 0.000001 per share;

1 unchanged sentence

and outstanding

January 2025, the Company issued 30,096 shares

of common stock in connection with its election to satisfy financing cooperation fees relating to the Financing Cooperation

Agreement for the six months ended September 30, 2024.

In January 2025, the Company issued 17,758 shares

of common stock in connection with its election to satisfy financing cooperation fee relating to the Financing Cooperation Agreement

for the three months ended December 31, 2024.

The Company recognized a loss on debt settlement of $ 13,972 for

the year ended December 31, 2025 (compared to $ nil for

the year ended December 31, 2024) on the consolidated statements of loss and comprehensive loss for satisfying the financing

cooperation fee with shares.

January 2025, the Company issued 211,225 shares of common stock in connection with its election to satisfy interest payments under

the outstanding convertible debentures for the three months ended December 31, 2024.

March 2023, the Company issued 9,803,574 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, 2023.

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

to Teck on May 13, 2022 in consideration for the Company’s acquisition of the Pend Oreille process

The warrant entitled the holder thereof to purchase one share of Common Share 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 of the warrants from C$ 0.37 to C$ 0.11 per Warrant

and the expiry date from May 12, 2025, to March 31, 2023 , resulting in a gain on modification of warrants of $ 214,714 .

In March 2023,

Teck exercised all 10,416,667 warrants at an exercise price of C$ 0.11 , for aggregate gross proceeds of C$ 1,145,834 to the Company.

the quarter ended March 31, 2023, the Company recognized a change in derivative liability of $ 400,152 relating to the Teck warrants using

the following assumptions:

volatility of 120 %, stock price of C$ 0.11 , interest rate of 3.42 % to 4.06 %, and dividend yield of 0 %.

March 2023, the Company closed a brokered private placement of special warrants of the Company (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 notes.

connection with the March 2023 Offering, each March 2023 Special Warrant is automatically exercisable (without payment of any further

consideration and subject to customary anti-dilution adjustments) into one unit of the Company (a “March 2023 Unit”).

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.

In the event that the Registration Statement

had not been declared effective by the SEC on or before 5:00 p.m.

(EST) on July 27, 2023, each unexercised Special Warrant would be deemed

to be exercised on the Automatic Exercise Date into one penalty unit of the Company (each, a “Penalty Unit”), with each Penalty

Unit being comprised of 1.2 Unit Shares and 1.2 Warrants.

Notice of such effectiveness was received on July 11, 2023, eliminating the

potential for issuance of the Penalty Units.

connection with the March 2023 Offering, the Company incurred share issuance costs of $ 846,661 and issued 2,070,258 compensation options

(the “March 2023 Compensation Options”).

Each March 2023 Compensation Option is exercisable at an exercise price of C$ 0.15

into one Unit Share and one Warrant Share.

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.

The Company determined that in accordance with ASC 815 derivatives and hedging, each Special Warrant will be valued and

carried as a single instrument, with the periodic changes to fair value accounted through earnings, profit and loss until the shares

of common stock and common stock purchase warrants are issued.

May 2023, the Company issued 1,318,183 shares of common stock in connection with settlement of RSUs.

June 2023, the Company issued 4,449,035 shares of common stock in connection with settlement of RSUs.

June 2023, the Company issued 3,944,364 shares of common stock in connection with its election to satisfy interest payments under the

outstanding convertible debentures for the three months ended June 30, 2023.

November 2023, the Company issued 42,000 shares of common stock in connection with settlement of RSUs.

January 2025, the Company issued 19,213 shares of common stock in connection with settlement of RSUs.

April 2025 the Company issued 5,358 shares of common stock in connection with its election to satisfy interest payments under the outstanding

convertible debenture for the three months ended March 31, 2025.

June 5, 2025, the Company, closed the brokered private placement (the “Brokered Offering”) for aggregate cash consideration of

$ 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 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 consolidated balance sheets and $ 216,008

of financing costs on the consolidated statements of loss and comprehensive loss relating to the

issuance of 3,603,083

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

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.

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.

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.

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 US$ 4 million 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, The Company 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.

Debt Settlements

Company agreed to settle outstanding payables 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.

connection with the Debt Settlements, the Company issued:

21,769 Units to MineWater, for fees owed under the Financing Cooperation Agreement;

7,354 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;

865,777 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 .

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 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.

is included in long term deposits on the December 31, 2025, consolidated balance sheets.

July 2025, the Company issued 439,385 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.

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 consolidated statements of loss and comprehensive loss and $ 1,239,410

of financing costs in additional paid in capital on the consolidated balance sheets.

Additionally, the Company issued 728,050

compensation options incurring $ 1,104,816

of financing costs on the consolidated statements of loss and comprehensive loss for the year ended December 31, 2025, and $ 1,204,240

of financing costs in additional paid in capital on the consolidated balance sheets.

Each Compensation option is

exercisable to acquire one Common Share of the Company at a price of C$ 4.20

per share for a period of 24 months from September 29, 2025.

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

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$ 5.95 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.

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.

September 30, 2025, the Company issued 139,956 shares of common stock in connection with settlement of RSUs.

October 6, 2025, the Company issued 63,889 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.

October 14, 2025, the Company granted 140,762 RSUs to certain members of management of the Company.

The RSUs will vest in one-third

increments on October 14, 2026, June 30, 2027 and June 30, 2028, with each RSU vesting into one share of common stock.

On October 14, 2025, the Company granted 4,361 stock

options to certain member of management of the Company, of which all vested on the one-year anniversary of the grant date.

These options

have a 5 -year life and are exercisable at C$ 7.53 per common share.

On October 14, 2025, the Company granted 13,542 stock options to certain member of management of the Company, of

which all vested in one-third increments on October 14, 2026, June 30, 2027 and June 30, 2028.

These options have a 5 -year life and are

exercisable at C$ 7.53 per common share.

October 22, 2025, the Company issued 2,372 shares of common stock in connection with a stockholder’s warrant exercise.

October 27, 2025, the Company granted 20,000 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$ 6.65 per common share.

October 28, 2025, the Company issued 26,433 shares of common stock and 26,433 warrants exercisable into one share of common stock at

a strike price of C$ 5.25 with an expiry of March 27, 2026 in connection with a compensation option exercise.

November 14, 2025, the Company issued 78,458 shares of common stock in connection with a stockholder’s warrant exercise.

November 18, 2025, the Company issued 17,583 shares of common stock in connection with settlement of DSUs.

December 11, 2025, the Company issued 666,667 shares of common stock to acquire the Ranger Page property from Silver Dollar

Resources (Idaho).

December 22, 2025, the Company issued 16,572 shares of common stock in connection with a stockholder’s warrant exercise.

December 23, 2025, the Company issued 2,858 shares of common stock in connection with a stockholder’s warrant exercise.

December 30, 2025, the Company issued 2,858 shares of common stock in connection with a stockholder’s warrant exercise.

December 30, 2025, the Company issued 9,396 in connection with its election to satisfy consulting fees relating to government relations

and financing initiatives from Washington, D.C.

for the three months ended November 30, 2025.

January 2024, the Company issued 211,225 shares of common stock in connection with its election to satisfy interest payments under

9 unchanged sentences

October 2024, in connection with closing of the Second Tranche, the Company issued 11,429 Warrants to Monetary Metals & Co.

2 Warrants will be exercisable until August 8, 2027, at an exercise price of C$ 0.16 .

Tranche 2 Warrants will be exercisable until August 8, 2027, at an exercise price of C$ 5.60 .

October 2024, the Company issued 147,858 shares of common stock in connection with its election to satisfy interest payments under

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

October 2024, the Company issued 5,175,000 shares of common stock in connection with its election to satisfy interest payments under

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

October 2024, the Company issued 21,429 shares of common stock in connection with settlement of DSUs.

November 2024, the Company issued 600 shares of common stock in connection with settlement of RSUs.

November 2024, in connection with closing of the Third & Fourth Tranche, the Company issued 476,793 Warrants to Monetary Metals & Co.

Tranche 3 & 4 Warrants will be exercisable until August 8, 2027, at an exercise price of C$ 0.12 .

November 2024, in connection with closing of the Third & Fourth Tranche, the Company issued 13,623 Warrants to Monetary Metals &

The Tranche 3 & 4 Warrants will be exercisable until August 8, 2027 , at an exercise price of C$ 4.20 .

each financing, the Company has accounted for the warrants in accordance with ASC Topic 815 Derivatives and Hedging.

7 unchanged sentences

model to determine the fair value using the following assumptions as at December 31, 2025 and December 31, 2024:

of Estimated Using the Binomial Model to Determine the Fair Value of Warrant Liabilities

of Fair Value of Warrant Liabilities Related

to Various Tranches of Warrants Issued

November 2025 warrants

4 unchanged sentences

Change in derivative liability

October 2024 warrants

September 2025 warrants

Expected life

3 unchanged sentences

Change in derivative liability

August 2024 warrants

the year ended December 31, 2025, the Company recognized a loss on issuance of the September 29, 2025, warrants of $ 6,469,025 ($ nil for

the year ended December 31, 2024).

June 2025 warrants

Expected life

3 unchanged sentences

Change in derivative liability

March 2023 warrants

January 2025 warrants

Expected life

3 unchanged sentences

Change in derivative liability

April 2022 special warrants issuance

November 2024 warrants

Expected life

3 unchanged sentences

Change in derivative liability

$ ( 546,591 )

April 2022 non-brokered issuance

October 2024 warrants

Expected life

3 unchanged sentences

Change in derivative liability

June 2022 issuance

August 2024 warrants

Expected life

3 unchanged sentences

Change in derivative liability

February 2021 issuance

Expected life

Risk free interest rate

Dividend yield

Change in derivative liability

$ ( 322,884 )

June 2019 issuance

Expected life

Risk free interest rate

Dividend yield

Change in derivative liability

$ ( 216,846 )

August 2019 issuance

March 2023 warrants

Expected life

1 unchanged sentence

Dividend yield

Share price (C$)

Change in derivative liability

$ ( 333,266 )

of Warrant Activity

the year ended December 31, 2025, the Company recognized a loss on change in valuation of the March 2023 warrants of $ 52,432 ($ nil for

the year ended December 31, 2024) relating to warrants that were exercised.

2022 special warrants issuance

free interest rate

in derivative liability

2022 non-brokered issuance

free interest rate

in derivative liability

2022 issuance

free interest rate

in derivative liability

2021 issuance

free interest rate

in derivative liability

2019 issuance

free interest rate

in derivative liability

2019 issuance

free interest rate

in derivative liability

exercise price

Balance, December 31, 2023

( 10,416,667 )

( 58,284,148 )

Balance, December 31, 2024

( 2,098,120 )

Balance, December 31, 2025

1 unchanged sentence

of Warrants Outstanding Exercise Price

April 1, 2025

December 31, 2025

February 9, 2026

3 unchanged sentences

August 8, 2027

the year ended December 31, 2024, 10,416,667 May 2022 Teck warrants were exercised

August 8, 2027

September 29, 2030

each financing in which compensation options were issued, the Company has accounted for the Compensation Options in accordance with ASC

Topic 718 Compensation – Stock Compensation.

The Compensation Options are considered nonemployee stock-based transactions and they

meet the criteria for equity classification.

The estimated fair value of the Compensation Options was determined at the grant date using

the Black-Scholes valuation model, and is recorded in the consolidated statement of operations and comprehensive loss as a financing

December 31, 2025, the following broker options were outstanding:

2 unchanged sentences

Balance, December 31, 2023

Issued – March 2023 Compensation Options (i)

Expired – August 2020 Compensation Options

( 3,239,907 )

Balance, December 31, 2023

Expired – February 2024

Expired – April 2024

( 1,879,892 )

Balance, December 31, 2024

Issued – September 2025 (ii)

Exercised – March 2023

Balance, December 31, 2025

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:

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:

of Estimated Using Black-Scholes Valuation Model for Fair Value of Broker Options

2 unchanged sentences

Weighted average life

(i) March 2023

(ii) September 2025

Schedule of Broker Exercise

broker options

March 27, 2026 (i)

September 29, 2027 (ii)

into one March 2023 Unit.

into one share of common stock of the Company.

following table summarizes the stock option activity during the years ended December 31, 2025 and 2024:

of Stock Options

of Stock Options Activity

exercise price

1 unchanged sentence

Balance, December 31, 2023

Expired September 30, 2023

Expired November 25, 2023

Balance, December 31, 2023

Granted August 1, 2024 (1)

Expired October 24, 2024

( 1,575,000 )

Expired October 31, 2024

( 1,037,977 )

Balance, December 31, 2024

August 1, 2024, 87,493 stock options were issued to an employee of the Company, which vest on August 1, 2025.

These options have

a 5 -year life and are exercisable at C$ 0.16 per share of common stock.

Expired April 20, 2025

Granted on October 14, 2025 (2)

Granted on October 27, 2025 (3)

Balance, December 31, 2025

August 1, 2024, 2,500 stock options were issued to an employee of the Company, which vest

on August 1, 2025.

These options have a 5 -year life and are exercisable at C$ 5.60 per share

of common stock.

The grant fair value of the options was estimated at $ 7,242 .

The vesting of these options resulted in stock-based compensation of $ 3,016 for the year ended December 31, 2024, which is included

in the operation and administration expense of the consolidated statements of loss and comprehensive loss.

of these options resulted in stock-based compensation of $ 3,016 for the year ended December

31, 2024, which is included in the operation and administration expense of the consolidated

statements of loss and comprehensive loss.

October 14, 2025, 17,903 stock options were issued to an employee of the Company, which

vest on October 14, of 2026, 2027 and 2028.

These options have a 5 -year life and are exercisable

at C$ 7.70 per share of common stock.

The grant fair value of the options was estimated at

The vesting of these options resulted in stock-based compensation of $ 10,313 for

the year ended December 31, 2025, which is included in the operation and administration expense

of the consolidated statements of loss and comprehensive loss.

October 17, 2025, 20,000 stock options were issued to an employee of the Company, which vest on October 17, 2026.

These options

have a 5 -year life and are exercisable at C$ 6.65 per share of common stock.

The grant fair value of the options was estimated at

The vesting of these options resulted in stock-based compensation of $ 7,862 for the year ended December 31, 2025, which

is included in the operation and administration expense of the consolidated statements of loss and comprehensive loss.

fair value of these stock options was determined on the date of grant using the Black-Scholes valuation model, and using the following

3 unchanged sentences

Dividend yield

February 2021

November 2022

3 unchanged sentences

fair value ($)

vesting of stock options during the year ended December 31, 2024, resulted in stock-based compensation expenses of $ 36,386 ($ 147,592

for the year ended December 31, 2023).

Income per Share

vesting of stock options during the year ended December 31, 2025, resulted in stock-based compensation expenses of $ 22,401 ($ 36,386 for

the year ended December 31, 2024).

Loss per Share

dilutive securities include convertible debentures payable, warrants, broker options, stock options, and unvested RSU.

2 unchanged sentences

of Income Per Share

Year ended December 31,

Net loss for the year

3 unchanged sentences

Net loss per share – basic

Net loss for the period

Net loss for the year

( 93,132,015 )

11 unchanged sentences

March 25, 2020, the Board of Directors approved a RSU Plan to grant RSUs to its officers, directors, key employees and consultants.

following table summarizes the RSU activity during the year ended December 31, 2023:

following table summarizes the RSU activity during the years ended December 31, 2025 and 2024:

of Restricted Share Units

Unvested as at December 31, 2023

Granted (i, ii, iii)

( 5,809,217 )

( 2,813,990 )

Granted (i, ii)

Unvested as at December 31, 2024

Granted (iv, v)

( 2,667,436 )

Granted (iii)

Unvested as at December 31, 2025

(i) On June 1, 2023, the Company granted 4,067,637

RSUs to executives and employees of the Company, which vested immediately.

The vesting of these RSUs resulted in stock-based compensation

for the year ended December 31, 2023, which is included in operation and administration expenses on the consolidated statements

of loss and comprehensive loss.

(ii) On June 4, 2023, the Company granted 42,000

RSUs to a consultant of the Company, vested immediately.

The vesting of these RSUs resulted in stock-based compensation of $ 7,825

for the year ended December 31, 2023, which is included in operation and administration expenses on the consolidated statements

of loss and comprehensive loss.

(iii) On July 4, 2023, the Company granted 6,735,356

RSUs to executives and employees of the Company, which vest in one-third increments on March 31 of 2024, 2025 and 2026.

of these RSUs resulted in stock-based compensation of $ 344,515

for the year ended December 31, 2023, which is included in operation and administration expenses on the consolidated statements

of loss and comprehensive loss.

January 29, 2024, the Company granted 672,450 RSUs

to executives and employees of the Company, which vest on January 29, 2025.

The vesting of these RSUs resulted in stock-based

compensation of $ 50,000

for the year ended December 31, 2024, which is included in operation and administration expenses on the consolidated statements of

loss and comprehensive loss.

March 13, 2024, the Company granted 9,047,953

RSUs to executives and employees of the Company, which vest in one-third increments on March 31 of 2025, 2026 and 2027.

The vesting of these RSUs resulted in stock-based compensation of $ 361,690

for the year ended December 31, 2024, which is included in operation and administration expenses on the consolidated statements of loss and comprehensive loss.

January 29, 2024, the Company granted 19,216 RSUs to executives and employees of the Company, which vest on January 29, 2025.

vesting of these RSUs resulted in stock-based compensation of $ 50,000 for the year ended December 31, 2024, which is included in

operation and administration expenses on the consolidated statements of loss and comprehensive loss.

March 13, 2024, the Company granted 258,513 RSUs to executives and employees of the Company, which vest in one-third increments

on March 31 of 2025, 2026 and 2027.

The vesting of these RSUs resulted in stock-based compensation of $ 361,690 for the year ended

December 31, 2024, which is included in operation and administration expenses on the consolidated statements of loss and comprehensive

October 14, 2025, the Company granted 140,762 RSUs to executives and employees of the Company, which vest in one-third increments

on October 14, 2026, June 30 of 2027 and 2028.

The vesting of these RSUs resulted in stock-based compensation of $ 108,970 for the

year ended December 31, 2025, which is included in operation and administration expenses on the consolidated statements of loss and

comprehensive loss.

vesting of RSUs during the year ended December 31, 2025, resulted in stock-based compensation expense of $ 364,331 ($ 836,691 for the year

ended December 31, 2023), which is included in operation and administration expenses on the consolidated statements of loss

and comprehensive loss.

ended December 31, 2024), which is included in operation and administration expenses on the consolidated statements of loss and comprehensive

April 21, 2020, the Board of Directors approved a DSUs Plan to grant DSUs to its directors.

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.

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.

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

4 unchanged sentences

Granted (i, ii)

Vested (i, iii, iv)

( 3,071,826 )

Unvested as at December 31, 2024

Granted (v, vi)

Vested (ii)(v)

( 4,023,342 )

Granted (iii)

Unvested as at December 31, 2025

July 4, 2023, 1,611,826 DSUs were issued to the Company’s Directors which vested immediately.

July 6, 2023, 245,454 DSUs were issued to one of the Company’s Directors which vests on July 6, 2024.

April 21, 2023, 1,250,000 DSUs for one of the Company’s Directors vested.

July 1, 2023, 210,000 DSUs for one of the Company’s Directors vested.

April 1, 2024, 54,510 DSUs were issued to the Company’s Directors which vested immediately.

October 1, 2024, 9,643 DSUs were issued to one of the Company’s Directors which vests on October 1, 2025.

In October 2024 the Company settled 1,051,787 DSUs by issuing 750,000 shares of common stock at C$ 0.16 a share and

cash payment $ 46,304 to a certain director of the Company.

vesting of DSU’s during the year ended December 31, 2024, resulted in stock-based compensation of $ 482,994 (a stock-based recovery

of $ 4,416 for the year ended December 31, 2023).

The fair value of each DSU is $ 0.11 as of December 31, 2024 and $ 0.08 as of December

October 14, 2025, 36,535 DSUs were issued to the Company’s Directors which vested immediately.

October 2024, the Company settled 30,052 DSUs

by issuing shares of common stock at C$ 5.60

a share and cash payment $ 46,304

to a certain director of the Company.

October 2025, the Company settled 24,319 DSUs by issuing 17,583 shares of common stock at C$ 6.83 a share and cash payment $ 32,627 to

a certain director of the Company.

vesting of DSU’s during the year ended December 31, 2025, resulted in stock-based compensation of $ 750,815

for the year ended December 31, 2024).

The fair value of each

DSU is $ 5.95

as of December 31, 2025 and $ 3.85

as of December 31, 2024.

Commitments and contingencies

and IDEQ Obligations

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

8 unchanged sentences

to pay for the actual costs regardless of the periodic required estimated accruals and payments made each year.

the year ended December 31, 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.

EPA agreed to forebear enforcement of any late payments pursuant to the Amended Settlement Agreement to facilitate ongoing

discussion of a second amendment of the Amended Settlement Agreement, including the payment due in November of 2025.

reserves all rights to resume collection of late payments in the event discussion of a second amendment of the Amended Settlement

Agreement fails.

Legal Proceeding

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

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

The plaintiff has 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, Chief U.S.

District Court Judge, David

Nye 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.

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

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.

Placer Mining

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 intends to vigorously defend itself, as well as Placer Mining Corp.

pursuant to the Company’s

indemnification of Placer Mining Corp in the sale and purchase agreement executed between the companies for the Mine on December 15,

The lawsuit is currently in the discovery phase, in which information is gathered and exchanged.

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,

During the year ended December 31, 2025, the Company attended a mediation session with the plaintiff.

On December 12, 2025 Americas Gold and Silver Corporation closed the acquisition of Crescent Silver, LLC which owns

the Crescent Mine in Idaho, USA.

The lawsuit continues to

advance through the discovery and pre-trail phase, in which information is gathered and exchanged.

The components of the provision for income taxes were as follows:

Current Taxes

state and local

Current taxes

Deferred Taxes

$ (2,001,700 )

state and local

Deferred taxes

$ (2,588,590 )

Provision for income taxes

$ (1,538,590 )

December 31, 2025, and December 31, 2024, the Company had no accrued interest and penalties related to uncertain tax positions.

tax provision differs from the amount of income tax determined by applying the U.S.

federal tax rate of 21.0 % (December 31, 2023 –

income tax provision differs from the amount of income tax determined by applying the U.S.

federal tax rate of 21.0 %

(December 31, 2024 – 21.0 %)

to pretax loss from operations for the periods ended December 31, 2025 and December 31, 2024 as follows:

of Income Tax Provision

(Loss) before income taxes

December 31, 2025

December 31, 2024

(Loss) income before income taxes

$ ( 93,132,015 )

$ ( 26,880,213 )

Expected income tax (recovery)

Expected income tax (recovery) expense

( 19,557,723 )

3 unchanged sentences

Change in fair value of derivative liability

Loss on warrant issuance

State and local taxes, net of federal benefit

Loss on debt settlement

Convertible debentures

Nondeductible interest

Loss (gain) on debt settlement

Change in valuation allowance

$ ( 1,538,590 )

Current tax (benefit)/ expense

Current tax (benefit) / expense

components of deferred tax assets and liabilities are as follows:

of Components of Deferred Tax Assets and Liabilities

of Deferred Tax Assets and Liabilities

Deferred tax assets:

4 unchanged sentences

Lease liabilities

Plant and equipment

Other deferred tax assets

6 unchanged sentences

Deferred revenue

( 12,526,577 )

Convertible debentures

3 unchanged sentences

( 1,209,198 )

( 13,535,436 )

Net deferred tax liabilities

$ ( 2,588,590 )

potential income tax benefit of net deferred tax assets has been offset by a full valuation allowance.

1 unchanged sentence

respectively, that is available to offset future taxable income.

The net operating loss carryforwards generated before 2018 expire between

2031 and 2037.

Net operating loss carryforwards of $16,503,566 generated before 2018

expire between 2031 and 2037.

The losses generated in 2018 and later tax years do not expire.

Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly

increase or decrease within the next 12 months.

Company incurred income tax benefit of $ ( 1,538,590 ) for the year ended December 31, 2024, and incurred $ 2,588,590 of income tax expense

for the year ended December 31, 2023.

The Company’s effective income tax rate for 2024 was 5.8 % compared to - 23.4 % for 2023.

effective tax rate for 2024 differed from the statutory rate primarily due to the income tax treatment of the Stream proceeds as deferred

revenue on receipt, the recognition of the Stream proceeds in current year taxable income, and due to changes in the valuation allowance

established to offset net deferred tax assets.

tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2015 through 2024.

certain amount of these losses are subject to limitations under Section 382.

Section 382 of the Internal Revenue Code imposes limitations

on the use of U.S.

federal net operating losses and other unrealized losses upon a more than 50% change in ownership in the Company within

a three-year period.

In connection with multiple equity offerings during 2019 and 2025, the Company underwent the following Section 382

ownership changes:

of Ownership Change

Section 382 Tax Loss Carryovers

Ownership Change Date

Annual Limitation

December 31, 2025

December 31, 2024

June 30, 2019

August 30, 2019

a result, utilization of the Company’s above net operating losses and other unrealized losses are limited on an annual basis.

the Section 382 annual limitation amount is not fully utilized in a particular tax year, then the unused portion from that tax year increases

the Section 382 annual limitation in the subsequent year.

The Company did not have any tax positions for which

it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12

The Company incurred income tax expense of $ 0 for

the year ended December 31, 2025, and incurred $ ( 1,538,590 ) of income tax benefit for the year ended December 31, 2024.

The Company’s

effective income tax rate for 2025 was 0% compared to 5.7% for 2024.

The effective tax rate for 2025 differed from the statutory rate

primarily due to changes in the valuation allowance established to offset net deferred tax assets.

The effective tax rate for 2024 differed

from the statutory rate primarily due to the income tax treatment of the Stream proceeds as deferred revenue on receipt, the recognition

of the Stream proceeds in current year taxable income, and due to changes in the valuation allowance established to offset net deferred

The tax years that remain subject to examination by

major taxing jurisdictions are those for the years ended December 31, 2011 through 2025.

Operating Expenses

10 unchanged sentences

in accounts payable and accrued liabilities.

During the year ended December 31, 2024, Richard Williams (Director and Executive Chairman) billed $ 412,152

(year ended December 31, 2023 - $ 286,253 )

During the year ended December 31, 2025, Richard Williams (Director and Executive Chairman) billed $ 328,530 (year ended December 31,

2024 - $ 412,152 ) for wages and bonus payment for services to the Company.

At December 31, 2024, $ nil

is owed to Richard Williams (December 31, 2023 - $ 67,800 )

for consulting services, with all amounts included in accounts payable and accrued liabilities.

the year ended December 31, 2024, 2,556,566 RSUs were issued to Richard Williams which will vest in one third

increments on March 31, 2025, March 31, 2026, and March 31, 2027.

The vesting of these RSUs resulted in stock-based compensation of $ 102,198

for the year ended December 31, 2024.

the year ended December 31, 2023, 1,588,800 RSUs were issued to Richard Williams which will vest in one third

increments on March 31, 2024, March 31, 2025, and March 31, 2026.

The vesting of these RSUs resulted in stock-based compensation of $ 103,688

for the year ended December 31, 2023.

the year ended December 31, 2023, 894,199 RSUs were issued to Richard Williams which vested immediately.

vesting of these RSUs resulted in stock-based compensation of $ 157,765 for the year ended December 31, 2023.

During the year ended December 31, 2024, the Company incurred $ 454,296

in payroll expense and bonus payment for Sam Ash (CEO) (year ended December 31, 2023 - $ 318,924 )

for services to the Company.

At December 31, 2023, $ nil

(December 31, 202 - $ nil )

is payable and included in accrued liabilities.

the year ended December 31, 2024, 2,876,137 RSUs were issued to Sam Ash which will vest in one third increments

on March 31, 2025, March 31, 2026, and March 31, 2027.

The vesting of these RSUs resulted in stock-based compensation of $ 114,973 for

the year ended December 31, 2024.

the year ended December 31, 2023, 1,787,400 RSUs were issued to Sam Ash which will vest in one third increments

on March 31, 2024, March 31, 2025, and March 31, 2026.

The vesting of these RSUs resulted in stock-based compensation of $ 116,649 for

the year ended December 31, 2023.

the year ended December 31, 2023, 945,841 RSUs were issued to Sam Ash which vested immediately.

of these RSUs resulted in stock-based compensation of $ 166,876 for the year ended December 31, 2023.

During the year ended December 31, 2024, Gerbrand van Heerden billed $ 362,000

(year ended December 31, 2023, $ 132,000 ) for

wages and bonus payment for services to the Company.

At December 31, 2024, $ nil

(year ended December 31, 2023, $ nil )

is payable, including reimbursable expenses, and included in accrued liabilities.

the year ended December 31, 2024, 672,450 RSUs were issued to Gerbrand van Heerden which vested on January 26,

At December 31, 2025, $ 75,000 is owed to Richard Williams (December

31, 2024 - $ nil ) for consulting services, with all amounts included in accounts payable and accrued liabilities.

the year ended December 31, 2025, 33,214 RSUs were issued to Richard Williams which will vest in one third increments on October 14,

2026, June 30, 2027, and June 30, 2028.

The vesting of these RSUs resulted in stock-based compensation of $ 24,843 for the year ended

December 31, 2025.

the year ended December 31, 2024, 73,045 RSUs were issued to Richard Williams which will vest in one third increments on March 31,

2025, March 31, 2026, and March 31, 2027.

The vesting of these RSUs resulted in stock-based compensation of $ 102,198 for the year ended

December 31, 2024.

During the year ended December 31, 2025, the Company incurred $ 412,507 in payroll expense and bonus payment for Sam Ash (CEO) (year ended

December 31, 2024 - $ 454,296 ) for services to the Company.

the year ended December 31, 2025, 35,981 RSUs were issued to Sam Ash which will vest in one third increments on October 14, 2026,

June 30, 2027, and June 30, 2028.

The vesting of these RSUs resulted in stock-based compensation of $ 26,914 for the year ended December

the year ended December 31, 2024, 504,034 RSUs were issued to Gerbrand van Heerden which will vest in one third

increments on March 31, 2025, March 31, 2026, and March 31, 2027.

The vesting of these RSUs resulted in stock-based compensation of $ 20,149

for the year ended December 31, 2024.

During the year ended December 31, 2024, the Company incurred $ nil in payroll expense and bonus payment for David Wiens (Former CFO)

(year ended December 31, 2023, $ 246,673 ) for services to the Company.

the year ended December 31, 2023, 1,456,400 RSUs were issued to David Wiens which will vest in one third increments

on March 31, 2024, March 31, 2025, and March 31, 2026.

The vesting of these RSUs resulted in stock-based compensation of $ nil for the

the year ended December 31, 2024, 82,176 RSUs were issued to Sam Ash which will vest in one third increments on March 31, 2025, March

31, 2026, and March 31, 2027.

The vesting of these RSUs resulted in stock-based compensation of $ 114,973 for the year ended December

During the year ended December 31, 2025, Gerbrand van Heerden (CFO) billed $ 396,739

(year ended December 31, 2024, $ 362,000 )

the year ended December 31, 2023, 902,365 RSUs were issued to David Wiens which vested immediately.

of these RSUs resulted in stock-based compensation of $ 159,206 for the year ended December 31, 2023.

During the year ended December 31, 2024, Pam Saxton (Director) billed $ 41,299 (year ended December 31, 2023 - $ 34,832 ) for consulting

services to the Company.

On April 1, 2024, the Company issued 476,960 DSU’s to Pam Saxton which vested immediately.

for wages and bonus payment for services to the Company.

the year ended December 31, 2025, 34,542 RSUs were issued to Gerbrand van Heerden which will vest in one third increments on October

14, 2026, June 30, 2027, and June 30, 2028.

The vesting of these RSUs resulted in stock-based compensation of $ 25,837 for the year ended

December 31, 2025.

the year ended December 31, 2024, 14,401 RSUs were issued to Gerbrand van Heerden which will vest in one third increments on March 31,

2025, March 31, 2026, and March 31, 2027.

The vesting of these RSUs resulted in stock-based compensation of $ 20,149 for the year ended

December 31, 2024.

During the year ended December 31, 2025, Pam Saxton (Director) billed $ 36,208 (year ended December 31, 2024 - $ 41,299 ) for services provided

to the Company.

On October 14, 2025, the Company issued 14,328 DSU’s to Pam Saxton which vested immediately.

On April 1, 2024,

the Company issued 13,628 DSU’s to Pam Saxton which vested immediately.

During the year ended December 31, 2024, Cassandra Joseph (Director) billed $ 21,178

(year ended December 31, 2022 - $ 34,832 )

for consulting services to the Company.

During the year ended December 31, 2025, Cassandra Joseph (Director) billed $ nil (year ended December 31, 2024 - $ 21,178 ) for consulting

services to the Company.

On April 1, 2024, the Company issued 17,716 DSU’s to Cassandra Joseph which vested immediately.

2024 the Company settled 30,052 DSUs by issuing 21,429 shares of common stock at C$ 5.60 a share and cash payment $ 46,304 to Cassandra

During the year ended December 31, 2025, Mark Cruise (Director) billed $ 52,433 (year ended December 31, 2024 - $ 34,185 ) for services

provided to the Company.

At December 31, 2025, $ 4,767 is owed to Mark Cruise (December 31, 2024 - $ 2,933 ) for consulting services.

October 14, 2025, the Company issued 18,626 DSU’s to Mark Cruise which vested immediately.

On April 1, 2024, the Company issued

DSU’s to Cassandra Joseph which vested immediately.

On July 4, 2023, the Company issued 431,739

DSU’s to Cassandra Joseph which vested immediately.

In October 2024 the Company settled 1,051,787 DSUs by issuing 750,000 shares of common stock at C$ 0.16 a share and

cash payment $ 46,304 to Cassandra Joseph.

During the year ended December 31, 2024, the Company incurred $ 34,185 in director fees for Mark Cruise (year ended December 31, 2023

- $ 31,240 ).

At December 31, 2024, $ 2,933 is owed to Mark Cruise (December 31, 2023 - $ nil ) for consulting services.

On April 1, 2024,

the Company issued 476,960 DSU’s to Mark Cruise which vested immediately.

On July 4, 2023, the Company issued 374,174 DSU’s

to Mark Cruise which vested immediately.

13,628 DSU’s to Mark Cruise which vested immediately.

During the year ended December 31, 2025, Paul Smith (Director) billed $ 18,333 (year ended December 31, 2024 - $ 43,009 ) for consulting

1 unchanged sentence

On April 1, 2024, the Company issued 13,628 DSU’s to Paul Smith which vested immediately.

2023, the Company issued 245,454 DSU’s to Paul Smith which vest on July 5, 2024.

During the year ended December 31, 2024, Dickson Hall (Director) billed $ 43,448 (year ended December 31, 2023 - $ nil ) for consulting

During the year ended December 31, 2025, Dickson Hall (Director) billed $ 98,530 (year ended December 31, 2024 - $ 43,448 ) for consulting

services to the Company.

At December 31, 2024, $ 21,725 is owed to Dickson Hall (December 31, 2023 - $ nil ) for consulting services.

At December 31, 2025, $ nil is owed to Dickson Hall (December 31, 2024 - $ 21,725 ) for consulting services.

April 1, 2024, the Company issued 13,628 DSU’s to Dickson Hall which vested immediately.

On July 4, 2023, the Company issued 374,174

DSU’s to Dickson Hall which vested immediately.

the year ended December 31, 2024, Kelli Kast (Director) billed $ 9,875

(year ended December 31, 2023 - $ nil )

for consulting services to the Company.

On October 1, 2024, the Company issued 337,475

DSU’s to Kelli Kast which vested on October 1, 2 025.

In November 2025 the Company settled

24,319 DSUs by issuing 17,583 shares of common stock at C$ 6.83 a share and cash payment $ 45,971 to Dickson Hall.

During the year ended December 31, 2025, Kelli Kast (Director) billed $ 36,208 (year ended December 31, 2024 - $ 9,875 ) for consulting

services to the Company.

At December 31, 2025, $ 3,292 is owed to Kelli Kast (December 31, 2024 - $ nil ) for consulting services, with

all amounts included in accounts payable and accrued liabilities.

On October 14, 2025, the Company issued 3,582 DSU’s to Kelli

Kast which vested immediately.

On October 1, 2024, the Company issued 9,643 DSU’s to Kelli Kast which vested on October 1, 2025.

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.

January 2025, the Company issued 203,402 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.

June 5, 2025, the following transactions relating to Sprott occurred:

Raise Participation

Sprott acquired 285,715 Units in the Brokered Offering.

at a price of C$ 5.25 per Unit (the “Offering Price”).

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

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

with an aggregate of $ 200,000 of interest accrued thereon.

July 2025, the Company issued 433,235 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 and the loan facility for the 6

months ended June 30, 2025.

October 2025, the Company issued 60,847 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 September 30, 2025.

January 2024, the Company issued 203,402 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, 2023.

April 2024, the Company issued 176,042 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 March 31, 2024.

July 2024, the Company issued 128,031 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, 2024.

August 2024, the Company and Sprott agreed to amend the maturity date of CD1 from March 31, 2026, to March 31, 2028, and CD2 from March

1 unchanged sentence

exercise its option of early repayment.

October 2024, the Company issued 142,381 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 September 30, 2024.

December 2024, the Company drew $ 10,000,000 on the debt facility.

3 unchanged sentences

claims outside of these areas.

June 2023, all conditions were met for the closing of the Stream, and $ 46,000,000 was advanced to the Company.

with the funding of the stream in June 2023, the Company repaid the outstanding principal and interest on the Bridge Loan.

with the funding of the stream in June 2023, the Company closed a $ 21,000,000 debt facility with Sprott which is available for draw at

the Company’s election for a period of 2 years.

with the funding of the Stream in June 2023, the Company and Sprott agreed to amend the maturity date of CD1 from March 31, 2025, to

March 31, 2026 , and CD2 from 3 quarterly payments of $ 2,000,000 each beginning June 30, 2024, and $ 9,000,000 on March 31, 2025, to payment

in full on March 31, 2026.

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 .

June 5, 2025, the Company closed a non-brokered private placement (the “Non-Brokered Offering”) with Teck Resources Limited

for 5,579,848 Units at a price of US$ 3.68 per Unit for aggregate gross proceeds to the Corporation of US$ 20,505,938.77 .

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

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 6,393,906 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”).

Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of C$ 5.95 per Warrant

Share for 60 months after issuance.

Segment Reporting

2 unchanged sentences

and December 31, 2024, the Company had one single reportable segment, which is the Bunker Hill Mine.

The executive team, consisting of the CEO, CFO and Executive Chairman, uses the following

measurements to manage the business.

The chief operating decision maker of the Bunker Hill Mine is the CEO.

The executive team, consisting of

the CEO, CFO and Executive Chairman, uses the following measurements to manage the business.

The chief operating decision maker of the

Bunker Hill Mine is the CEO.

of Segment Reporting Information

$ 150,958,994

Interest income

1 unchanged sentence

$ ( 7,383,987 )

Net (loss) for the year

$ ( 8,091,412 )

Loss for the year

$ ( 93,132,015 )

$ ( 25,341,623 )

Subsequent events

January 8, 2025, the Company issued 1,053,335 shares of common stock to satisfy $ 120,000 owed to a certain service provider of the Company

as of December 31, 2024.

January 5, 2026, the Company issued 45,098 shares of common stock in connection with its election to satisfy interest payments under

the outstanding convertible debentures for the three months ended December 31, 2025.

On January 27, 2025, the Company issued 672,450 shares

of common stock in connection with settlement of RSUs.

On January 29, 2025, the Company issued 621,500 shares

of common stock to satisfy $ 60,000 owed to a certain service provider of the Company as of December 31, 2024.

On March 13, 2025, the Company’s board of directors

approved an amendment to the vesting schedule of certain RSUs previously granted to certain directors and officers of the Company under

the Company’s amended and restated restricted stock unit incentive plan (the “RSU Plan”) on November 2, 2022, July 4,

2023 and March 13, 2024, such that an aggregate of 5,562,419 RSUs granted to such directors, officers and employees will now vest on May

1, 2025 rather than on March 13, 2025 or March 31, 2025, as applicable.

All other terms of such RSUs remain the same.

January 7, 2025, in connection with the Silver Loan, the Company issued 100,397 Bonus Warrants to Monetary Metals.

Each such warrant

will entitle the holder to acquire one share of common stock of the Company at an exercise price of C$ 0.15 .

Each such warrant is exercisable

until August 8, 2027 .

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

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

consideration for Sprott advancing $ 11,000,000 of the debt facility, the Company granted 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.

A 0.70 % rate will apply to claims outside of these areas.

Promissory Note

March 21, 2025, the company closed an unsecured promissory note for an aggregate principal amount of up to $ 3,400,000 (the “ Note ”)

to ensure sufficient short-term funding to keep the Project on track while the Private Placements close.

The Note will bear interest

at 12 % per annum, with such interest being capitalized and added to the principal amount outstanding under the Note monthly.

will be 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 advance from Teck.

On March 25, 2025, the Company received $ 2,325,000 advance from Teck.

As of March 28, 2025, the

principal outstanding on the unsecured promissory note is $ 3,088,000 .

Restricted Cash

During the year end December 31, 2024, the Company

made a $ 3,000,000 payment to the EPA bringing the principal of the cost recovery liability to $ 14,000,000 .

As a result of this payment

the Company’s letter of credit requirement decreased by $ 1,500,000 and the restricted cash balance (utilized as collateral for

letters of credit) decreased by the same amount from $ 4,475,000 as of December 31, 2024, to $ 2,975,000 on January 20, 2025.

Restructuring of Outstanding Debt alongside up

to $45,000,000 Equity Financing and Provision of New Standby Facility

In March 2025, the Company announced a

restructuring of outstanding debt alongside an equity financing of up to $ 45,000,000

and a new standby facility agreement for $ 10,000,000 .

The planned brokered private placement equity offering for minimum aggregate gross proceeds of $ 10,000,000

(C$ 14,370,000 ),

and up to maximum aggregate gross proceeds of $ 15,000,000

(C$ 21,555,000 )

(the “Brokered Offering”).

has agreed to contribute, through a non-brokered private placement, $2 for every $1 raised through the Brokered Offering in

aggregate, with a minimum lead order of $ 6,600,000

and total gross proceeds of up to $ 30,000,000

(C$ 43,110,000 )1

(collectively, the “Non-Brokered Offering” and together with the Brokered Offering, the “Private

Placements”), subject to shareholder approval, closing of the debt restructuring transactions and other customary closing

Proceeds will be used to support the construction, start-up, and ramp-up of the Project.

In connection with the

Non-Brokered Offering, the Company and Teck have amended the subscription agreement dated March 5, 2025, to, among other things,

amend the closing condition thereunder requiring the Company to raise aggregate gross proceeds of at least $ 20,000,000

under the Brokered Offering to a minimum of at least $ 10,000,000 .

In accordance with the TSX-V policies, the approval

of the Company’s stockholders will be required with respect to Teck becoming a Control Person (over 20% ownership in the Company).

In lieu of a special meeting of its stockholders, the Company intends to obtain the written consent of disinterested stockholders holding

more than 50 % of the current issued and outstanding Common Shares (the “Stockholder Consent”), which Stockholder Consent will

exclude any votes held by Teck and its Affiliates or Associates (each as defined in the TSX-V policies).

Also in connection with the Non-Brokered Offering,

the Company and its wholly-owned subsidiary Silver Valley Metals Corp.

(“Silver Valley”) announced its intention to enter

into a standby facility agreement with Teck (or an affiliate thereof) pursuant to which, among other things, Teck will provide an uncommitted

revolving standby prepayment facility of up to $10,000,000 to the Company (the “SP Facility”), which will be available to

the Company until the earlier of (i) June 30, 2028, and (ii) the date on which the Project hits 90% of name plate capacity or the date

on which the Company is cash positive for a quarter, unless terminated earlier by Teck.

The SP Facility will bear interest at a to-be-agreed-basis

per annum, calculated and capitalized quarterly.

The Company announced its intention to restructure,

either directly or indirectly, its existing debt financing package with Sprott Streaming and certain other creditors on the following

principal terms:

the amendment and restatement of the Series 1 secured convertible debentures in the aggregate principal amount of $ 6,000,000 (collectively, the “Series 1 CDs”) previously issued to Sprott Streaming and certain other creditors, maturing on March 31, 2028 , pursuant to which, among other things, (i) the rate of interest of the Series 1 CDs will be reduced from 7.5 % to 5.0 % per annum, (ii) the current conversion price, being the U.S.

dollar equivalent of C$ 0.30 per Common Share, will be reduced to equal the Offering Price, and (iii) certain prepayment and conversion terms will be amended;

the amendment and restatement of the Series 2 secured convertible debentures in the aggregate principal amount of $ 15,000,000 (collectively, the “Series 2 CDs”) previously issued to Sprott Streaming, maturing on March 31, 2029 , pursuant to which, among other things, (i) the rate of interest of the Series 2 CDs will be reduced from 10.5 % to 5.0 % per annum, (ii) the current conversion price, being the U.S.

dollar equivalent of C$ 0.29 per Common Share, will be reduced to equal the Offering Price, and (iii) certain prepayment and conversion terms will be amended;

1 Based on a USD/CAD exchange rate of 1.4370

as published by the Bank of Canada on March 5, 2025.

the exchange of a $46,000,000 multi-metals stream previously entered into with Sprott Streaming, which currently applies to up to 10% of payable metals sold from the Project and expires on June 23, 2063 (the “Stream”), for the Series 3 CDs , the Sprott Tranche II Shares and the Third Royalty referred to and defined below under paragraph (A) below;

the cancellation of the royalty put option previously granted to Sprott Streaming, pursuant to which, among other things, upon the occurrence of an event of default under any of the Series 1 CDs and the Series 2 CDs, Sprott Streaming may require the Company to purchase the First Royalty (as defined below);

the amendments of certain royalty interests granted to Sprott Streaming (collectively, the “First Royalty”), currently applying to certain primary, residual and other claims comprising the Project (with the royalty percentage being between 1.35 % to 1.85 % based on the type of claim), pursuant to which, among other things, the First Royalty will be consolidated into one 1.85 % life-of-mine gross revenue royalty applying to both primary and secondary claims comprising the Project, which will also include additional surface and mineral rights recently acquired by the Company or Silver Valley, as applicable;

the amendment and restatement of the loan agreement with respect to the existing senior secured credit facility in the aggregate principal amount of $ 21,000,000 advanced by Sprott Streaming (the “Debt Facility”), maturing on June 30, 2030 and secured by first-ranking interests and charges on all of the property and assets of the Company and its wholly-owned subsidiary Silver Valley Metals Corp., pursuant to which (i) the sliding scale royalty payable in connection with advances thereunder (the “Second Royalty Amendments”) will be fixed at 1.5 % for both the primary and secondary claims comprising the Project and (ii) the Company’s royalty buyback option thereunder will be cancelled;

the foregoing amendments will also be reflected in an amendment to the additional royalty granted to Sprott in connection with the Debt Facility,

the Company and Monetary Metals Bond III LLC (together with its affiliates, “Monetary Metals”) enter into an amending agreement to the note purchase agreement dated August 8, 2024, as previously by amended by a first amending agreement dated November 11, 2024 (the “MM NPA”), the parties intend to, among other things, (i) reduce the interest rate payable on advances under the existing loan by Monetary Metals to Silver Valley Metals Corp., a wholly-owned subsidiary of the Company, in the aggregate principal amount equal to the U.S.

dollar equivalent of up to 1,200,000 troy ounces of silver (the “Silver Loan”) from 15% to 13.5%;

(ii) clarify the calculation of the cash flow sweep;

(iii) extend the availability date for advances of the Silver Loan from January 31, 2025 to June 30, 2025;

and (v) in connection with any advances of the Silver Loan, to provide for the issuance of bonus warrants (“Bonus Warrants”) in such number and on such terms as to be agreed upon between the parties before issuance and subject to prior approval from the TSX-V (however, in any event, the aggregate number of Bonus Warrants issued to Monetary Metals under the Silver Loan will not exceed the maximum amount of 3,000,000 allowable under the MM NPA).

In consideration for, and in connection with, the Debt Amendments, the

Company intends to, either directly or indirectly:

in consideration for the exchange of the Stream pursuant to the terms of a recapitalization agreement to be entered into among the Company, Teck, and Sprott Streaming, (i) issue to Sprott Streaming, on a private placement basis, two senior secured Series 3 convertible debentures in the aggregate principal amount of $ 4,000,000 (the “Series 3 CDs”) which, once issued, will (a) mature on June 30, 2030 , (b) bear interest at an accrued rate of 5.0 %, which interest shall be capitalized until the beginning of 2028 or an event of default, and (c) otherwise have terms substantially similar to the terms of the Series 1 CDs, (ii) issue up to 200,000,000 Common Shares at the Offering Price (“Sprott Tranche II Shares”) and (iii) grant Sprott Streaming an additional 1.65 % life-of-mine gross revenue royalty on both the primary and secondary claims comprising the Project (the “Third Royalty”);

enter into a debt settlement agreement with Sprott Streaming, pursuant to which, among other things, Sprott Streaming will convert $ 6,000,000 outstanding under the Debt Facility, together with all accrued and unpaid interest thereon, in consideration of up to 58,142,857 Common Shares at the Offering Price (“Sprott Tranche I Shares”) and the Second Royalty Amendments (the “Sprott Loan Conversion”);

enter into an amended and restated intercreditor agreement with, among others, the Company, Teck, Monetary Metals and Sprott Streaming pursuant to which certain payment terms under the First Royalty, the Second Royalty Amendment, Third Royalty, the Series 1CDs, the Series 2 CDs, the Series 3 CDs and the Debt Facility will be waived, restricted or otherwise revised during the term in which the Company has any outstanding obligations owing under the SP Facility;

The Company is unable to predict the outcome of these

financing transactions or any future financing or strategic transactions that we may pursue or whether any such efforts will be successful.

There can be no assurance that these financing transactions will close as anticipated.

In addition, our ability to complete these financing

transactions and any future financing or strategic transactions depends on a number of factors, including the state of the global commodity,

credit and equity markets.

If we are unable to complete these financings transactions, complete new capital transactions or obtain additional

financings on acceptable terms or at all, we will face significant liquidity challenges.

Refer to Part I, Item 1.A “Risk Factors”

for a discussion of additional risks relating to our liquidity.

the month of January 2026, the Company issued 122,858 shares of common stock in connection with a stockholder’s warrant exercises.

On January 30, 2026, the Company closed the final tranche of the Silver Loan in the principal amount of $ 4,763,110 ,

being the number of U.S.

dollars equal to 50,958 ounces of silver.

After deduction of financing costs and the three months ending February

8, 2026, interest payment on the principle amount of ounces outstanding and prepaying some of the May 8, 2026, interest payment the Company

received $ nil .

February 2026 571,259 warrants expired unexercised.

the month of February 2026, the Company issued 187,345 and 1,956 shares of common stock in connection with a stockholder’s warrant

and compensation option exercises, respectively.

On February 26, the Company exercised its option by paying C & E $ 1,939,627 to purchase the leased land parcel

from C & E overlaying a portion of the Company’s existing mineral claims package.

March 5, 2026, the Company closed private placement offering of units (the “LIFE Units”) of the Company.

The Company issued

4,308,809 LIFE Units at a price of C$ 6.30 for gross proceeds of C$ 27,145,500 (the “Brokered Offering”), which included the

full exercise of the agents’ overallotment option.

Company also issued 255,048 LIFE Units at a price of C$ 6.30 for gross proceeds of C$ 1,606,800 under a concurrent private placement, on

a non-brokered basis (the “Non-Brokered Offering”, and together with the Brokered Offering, the “Offering”).

Each LIFE Unit consists of one share of common stock of the Company (a “Common Share”) and one-half common share purchase

warrant of the Company (a “Warrant”).

Each Warrant entitles the holder thereof to purchase one additional Common Share at

an exercise price of C$ 10.50 for a period of 36 months from issuance.

connection with the closing of the Brokered Offering, the Company paid to the Agents aggregate cash fees in the amount of C$ 1,786,390

and issued to the Agents an aggregate of 258,271 non-transferrable compensation options (“Compensation Options”), representing:

(i) 6.0% of the gross proceeds of the Brokered 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 Common Share at a price of C$ 6.30 per share for a period of 24 months from issuance.

with the Offering, The Company issued 840,336 shares to a cornerstone investor who exercised existing common share purchase warrants

at C$ 5.95 for proceeds to the Company of C$ 5,000,000 .

effective date of the Company’s Reverse Stock Split based on a one-for-thirty five (1-for-35) consolidation ratio is March 6, 2026.

The Company’s common shares began trading on the TSXV and OTC on a reverse split-adjusted basis under the Company’s existing

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

All shares and per

share amounts have been presented in these financial statements on a post consolidation basis.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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What changed 10-K

Item 8. Financial Statements and Supplementary Data