What changed in this filing

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Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-28 · 354 added, 391 removed, 243 unchanged (75% of the section changed)

13 unchanged sentences

and principal financial officers to allow timely decisions regarding disclosure.

of the end of the period covered by this report, the Company’s management, including its principal executive and principal financial officers, made an evaluation of the effectiveness of the design and operation of the

disclosure controls and procedures over financial reporting for the timely alert to material information required to be included in the

Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the

time periods specified.

This evaluation resulted in the conclusion that the design and operation of the disclosure controls and procedures

were effective as of December 31, 2024.

of the end of the period covered by this report, the Company’s management, including its principal executive and principal financial

officers, made an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures over financial

reporting for the timely alert to material information required to be included in the Company’s periodic SEC reports and of ensuring

that such information is recorded, processed, summarized and reported within the time periods specified.

This evaluation resulted in

the conclusion that the design and operation of the disclosure controls and procedures were effective as of December 31, 2025.

Control Over Financial Reporting

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Trading Arrangements and Policies

During the quarter ended December 31, 2024, none of our directors or executive officers adopted

or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as those terms are

defined in Item 408 of Regulation S-K).

In addition, we did not adopt or terminate a Rule 10b5-1 trading arrangement during the quarter

ended December 31, 2024 .

the quarter ended December 31, 2025, none of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement”

or a “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).

In addition, we did

not adopt or terminate a Rule 10b5-1 trading arrangement during the quarter ended December 31, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the directors, executive

officers, their ages, and all offices and positions held within the Company as of December 31, 2024.

Directors are elected for a period

of one year and thereafter serve until their successor is duly elected by the stockholders and qualified.

Officers and other employees

serve at the will of the Board.

Position Held with the Company

Date First Elected or Appointed

President, CEO and Director

April 14, 2020

Richard Williams

Executive Chairman and Director

March 27, 2020

Gerbrand van Heerden

CFO and Corporate Secretary

November 1, 2023

June 30, 2022

Cassandra Joseph

Former Director

November 2, 2020

October 1, 2024

January 5, 2018

Pamela Saxton

October 30, 2020

Biographical Information

and Executive Officers

following table sets forth the directors, executive officers, their ages, and all offices and positions held within the Company as of

December 31, 2025.

Directors are elected for a period of one year and thereafter serve until their successor is duly elected by the stockholders

and qualified.

Officers and other employees serve per their employment agreements.

Held with the Company

First Elected or Appointed

CEO and Director

Chairman and Director

and Corporate Secretary

Ash was a Partner at Barrick Gold Corp.

(“Barrick”) from 2015 to 2018 and held various roles over a nine year

tenure between 2009 and 2018.

(“Barrick”) from 2015 to 2018 and held various roles over a nine year tenure

between 2009 and 2018.

His role at Barrick included three years as General Manager of the Lumwana Copper Mine in Zambia (2016–2018),

(2016–2018), Technical Support Manager to Barrick’s Copper Business Unit (2014–2016), General Support Manager on

the Cortez Mine in Nevada (2012–2014) and Chief Engineer leading the roll-out of new Underground Mining standards in the USA

and Tanzania (2011–2012).

Technical Support Manager to Barrick’s Copper Business Unit (2014–2016), General Support Manager on the Cortez Mine in Nevada

(2012–2014) and Chief Engineer leading the roll-out of new Underground Mining standards in the USA and Tanzania (2011–2012).

Prior to his time at Barrick, Mr.

Ash served as Manager of New Operations for Veris Gold Corp.

(formerly, Yukon-Nevada Gold Corp.), primarily on the Jerritt Canyon Mine in Nevada, and also as an Underground Mine Supervisor with

Drummond Company, Inc.

He achieved a Masters’ Degree in Leadership and Strategy at the London Business School and has a BS in

Mining Engineering from the University of Missouri Rolla.

Williams is an experienced mining executive and organizational leader with an established track-record of transformational

leadership within the mining industry and other demanding environments.

He is currently an advisor to companies facing complex

operational, political or ESG challenges.

Formerly the Chief Operating Officer of Barrick (2015–2018) and the company’s

Executive Envoy to Tanzania (2017–2018), he has also served as Chief Executive Officer of the Afghan Gold and Minerals Company

(2010-2014), non-executive director of Trevali Mining Corporation (2019–2022) and as a non-executive director of Gem Diamonds

Limited (2007–2015).

Prior to his commercial mining experience, Mr.

Williams served as the Commanding Officer of the British

Army’s Special Forces Regiment, the SAS.

He holds an MBA from Cranfield University, a BSc in Economics from University College

London and an MA in Security Studies from Kings College London.

Gerbrand van Heerden is an experienced financial executive with over 20 years of mining industry experience.

From May 2020 to October 2023, Mr.

(formerly, Yukon-Nevada Gold Corp.), primarily

on the Jerritt Canyon Mine in Nevada, and also as an Underground Mine Supervisor with Drummond Company, Inc.

He achieved a Masters’

Degree in Leadership and Strategy at the London Business School and has a BS in Mining Engineering from the University of Missouri Rolla.

Williams is an experienced mining executive and organizational leader with an established track-record of transformational leadership

within the mining industry and other demanding environments.

He is currently an advisor to companies facing complex operational, political

or ESG challenges.

Formerly the Chief Operating Officer of Barrick (2015–2018) and the company’s Executive Envoy to Tanzania

(2017–2018), he has also served as Chief Executive Officer of the Afghan Gold and Minerals Company (2010-2014), non-executive director

of Trevali Mining Corporation (2019–2022) and as a non-executive director of Gem Diamonds Limited (2007–2015).

commercial mining experience, Mr.

Williams served as the Commanding Officer of the British Army’s Special Forces Regiment, the

He holds an MBA from Cranfield University, a BSc in Economics from University College London and an MA in Security Studies from

Kings College London.

van Heerden is an experienced financial executive with over 20 years of mining industry experience.

From May 2020 to October

van Heerden served as the Chief Financial Officer of BMC Minerals Limited.

From November 2017 to May

2020, he served in various roles at Trevali Mining Corporation, including as Chief Financial Officer and Senior Vice President of Business

Development/Finance.

From November 2017 to May 2020, he served in various

roles at Trevali Mining Corporation, including as Chief Financial Officer and Senior Vice President of Business Development/Finance.

From March 2013 to October 2017, Mr.

van Heerden served as the Chief Financial Officer of Rosh Pinah Zinc Corporation

(Proprietary) Limited, a subsidiary of Glencore Plc.

From October 2005 to March 2013, he served in various roles at Metorex Limited, including

as General Manager of Metorex Commercial Services, a finance executive, and as Group Financial Controller.

van Heerden started his

professional career as a Tax and Assurance Manager with Deloitte.

He is a CPA registered with the Chartered Professional Accountants of

British Columbia and a CA(SA) registered in South Africa and holds a Bachelor of Commerce (Honors) Degree in Accounting from the University

of Johannesburg.

Mark Cruise is a professional geologist

with over 27 years of international exploration, development and mining experience.

A former polymetallic commodity specialist with Anglo

American plc, Dr.

van Heerden served as the Chief Financial Officer of Rosh Pinah Zinc Corporation (Proprietary) Limited,

a subsidiary of Glencore Plc.

From October 2005 to March 2013, he served in various roles at Metorex Limited, including as General Manager

of Metorex Commercial Services, a finance executive, and as Group Financial Controller.

van Heerden started his professional career

as a Tax and Assurance Manager with Deloitte.

He is a CPA registered with the Chartered Professional Accountants of British Columbia

and a CA(SA) registered in South Africa and holds a Bachelor of Commerce (Honors) Degree in Accounting from the University of Johannesburg.

Cruise is a professional geologist with over 27 years of international exploration, development and mining experience.

polymetallic commodity specialist with Anglo American plc, Dr.

Cruise founded and was Chief Executive Officer of Trevali Mining Corporation.

Under his leadership, from 2007 to 2019,

the company grew from an initial discovery into a global zinc-lead-silver producer with operations in the Americas and Africa.

currently serves as a non-executive director of Velocity Minerals Ltd.

(since 2017), NiCAN Ltd (since 2022), Interra Copper Corp (sine

2023) and Volta Metals Ltd.

(since 2023).

He previously served as COO, CEO, and director of New Pacific Metals Corp.

Under his leadership, from 2007 to 2019, the company grew from an initial discovery into a global zinc-lead-silver producer with operations

in the Americas and Africa.

Cruise currently serves as a non-executive director of Velocity Minerals Ltd.

(since 2017), NiCAN Ltd

(since 2022), Volta Metals Ltd.

(since 2023), and BP Silver (since 2025).

He previously served as COO, CEO, and director of New

Pacific Metals Corp.

(2020–2022), a non-executive director of Abzu Resources (2010–2011), Prism Resources Inc.

(2016–2019), Ethos Gold Corporation (2010–2015),

and Tincorp Metals Inc.

Ethos Gold Corporation (2010–2015), and Tincorp Metals Inc.

(formerly Whitehorse Gold Corp.) (2020–2022).

Kast has nearly 30 years of in-house legal experience, including twenty years as a top legal officer in the mineral

resource industry.

Kast currently serves as the Vice President, General Counsel and Chief Administrative Officer of Rare Element

Resources, Ltd.

Kast has over 30 years of in-house legal experience, including more than twenty years as a top legal officer in the

mineral resource industry.

Kast currently serves as the Vice President, General Counsel and Chief Administrative Officer of Rare

Element Resources, Ltd.

(“RER”) (since July 2024).

Prior thereto, she served in various capacities for RER including as a

consultant (June 2015 through June 2024), interim President and CEO (March 2024 through May 2024), Director (August 2022 through

Prior thereto, she served in various capacities for RER including as

a consultant (June 2015 through June 2024), interim President and CEO (March 2024 through May 2024), Director (August 2022 through

August 2024) and as the Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary (July 2012 through May

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Bachelor’s degree from the University of Idaho.

Hall is a proven financial executive in director international resource sector.

Since August 2016, he has been a partner in

Valuestone Advisors Limited, manager of Valuestone Global Resources Fund 1, a mining fund associated with Jiangxi Copper Corporation

and China Construction Bank International.

Hall has more than 40 years’ experience in the resource field, much of it in

From 2005 to 2016, he directed corporate development efforts in Asia for Hunter Dickinson Inc.

(HDI), raising capital,

establishing strategic partnerships and broadening the Asian shareholder base for HDI public companies.

From 2007 to 2011, he was

Senior Vice President of Continental Minerals Corporation, which developed the Xietongmen copper-gold project in Tibet, China before

selling to China’s Jinchuan Group in 2011 for $446 million.

Since 2014 Mr.

Hall has been a director and Investment Committee

member of Can-China Global Resources Fund, an energy and mining fund backed by the Export-Import Bank of China.

Hall currently

serves as a non-executive director of New Pacific Metals Corp.

(since 2022) and Arcland Resources Inc (since 2023, and he previously

served as a non-executive director of Nova Canada Enterprises (2001–2004), Stepstone Enterprises Ltd.

(2001–2004), Kona

Bay Technologies Inc.

(2004–2020), CY Oriental Holdings Ltd.

(2007–2011), Baikal Forest Corp.

(2011–2012), Hylands

International Holdings Inc.

(2013–2016), Nanotech Security Corp.

(2015–2019), and Bexar Ventures Inc.

Hall is a graduate of the University of British Columbia (BA, MA) and has diplomas from Beijing University and Beijing Language

Saxton is an experienced mining company executive and independent director.

She currently serves as a director of Rare

Element Resources, Ltd.

She currently serves as a director of Arizona

Metals Corp and as Audit Committee Chair (since September 2025) and Rare Element Resources, Ltd.

(since August 2024).

She has served on the Board of Timberline Resources Corporation and as Audit Committee

Chair from May 2021 to August 2024 and was a Board Member and Audit Committee Chair at Pershing Gold Corporation from 2017 to 2019.

She has served

on the Board of Timberline Resources Corporation and as Audit Committee Chair from May 2021 to August 2024 and was a Board Member

and Audit Committee Chair at Pershing Gold Corporation from 2017 to 2019.

She also has served on the Board of Aquila Resources Inc.

from 2019 to 2021 and served on a North American Advisory Board for

Damstra Technology – Damstra Holdings Limited from 2021 to 2022.

As an executive, she served as Executive Vice President and

CFO for Thompson Creek Metals Company (2008–2016) and as CFO for NewWest Gold Corporation (2006-2007).

Having started her

professional life working as an auditor for Arthur Andersen in Denver, Colorado, her career has included senior finance appointments

in the American natural resources industry, including serving as VP Finance for Franco-Nevada Corporation’s U.S.

Saxton is qualified to serve on the Board by virtue of her expertise in finance, accounting and auditing matters.

Smith is a natural resource strategist and subject matter expert.

Mr Smith was the former Head of Strategy at Glencore (LON:

GLEN) (2011–2020), and Chief Financial Offer of the DRC-based Glencore subsidiary Katanga Mining (2019–2020).

He is currently a

non-executive director at Seadrill (NYSE:

SSDRL) (since November 2021) and a director at Echion Technologies Ltd (since August

He is the founder of Energy Reach Partners, Voltaire Minerals Partners and Collingwood Capital Partners.

He trained as an

accountant before working as an investment banker at Close Brothers and Credit Suisse.

He is based in Zug, Switzerland and leads the

Growth Committee of the board of directors of the Company.

Family Relationships

There are no family relationships between any of the

current directors or officers of the Company.

Involvement in Certain Legal Proceedings

is not aware of any other legal proceedings in which any director, officer or affiliate of the Company, any owner of record or beneficially

of more than 5% of any class of the Company’s voting securities, or any associate of any such director, officer, affiliate or security

holder of the Company, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company

or any of its subsidiaries.

from 2019 to 2021 and served on a North American Advisory Board for Damstra Technology – Damstra Holdings Limited from 2021 to

As an executive, she served as Executive Vice President and CFO for Thompson Creek Metals Company (2008–2016) and as CFO

for NewWest Gold Corporation (2006-2007).

Having started her professional life working as an auditor for Arthur Andersen in Denver,

Colorado, her career has included senior finance appointments in the American natural resources industry, including serving as VP

Finance for Franco-Nevada Corporation’s U.S.

Saxton is qualified to serve on the Board by virtue of her

expertise in finance, accounting and auditing matters.

Relationships

are no family relationships between any of the current directors or officers of the Company.

in Certain Legal Proceedings

Company is not aware of any other legal proceedings in which any director, officer or affiliate of the Company, any owner of record or

beneficially of more than 5% of any class of the Company’s voting securities, or any associate of any such director, officer, affiliate

or security holder of the Company, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to

the Company or any of its subsidiaries.

Directorships

None of the Company’s executive officers or

directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Exchange Act or subject

to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Code of Ethics

The Company’s Board has adopted a code of ethics

that will apply to its principal executive officer, principal financial officer and principal accounting officer or controller and to

persons performing similar functions.

The code of ethics is designed to deter wrongdoing and to promote honest and ethical conduct, full,

fair, accurate, timely and understandable disclosure, compliance with applicable laws, rules and regulations, prompt internal reporting

of violations of the code and accountability for adherence to the code.

The Company will provide a copy of its code of ethics, without

charge, to any person upon receipt of written request for such, delivered to our corporate headquarters.

All such requests should be sent

care of Bunker Hill Mining Corp., Attn:

Corporate Secretary, 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1.

Insider Trading Arrangements and Policies

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions

of our securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with

insider trading laws, rules and regulations, and any listing standards applicable to the Company.

of the Company’s executive officers or directors is a director of any company with a class of equity securities registered pursuant

to Section 12 of the Exchange Act or subject to the requirements of the Exchange Act or any company registered as an investment company

under the Investment Company Act of 1940.

Company’s Board has adopted a code of ethics that will apply to its principal executive officer, principal financial officer and

principal accounting officer or controller and to persons performing similar functions.

The code of ethics is designed to deter wrongdoing

and to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure, compliance with applicable laws,

rules and regulations, prompt internal reporting of violations of the code and accountability for adherence to the code.

will provide a copy of its code of ethics, without charge, to any person upon receipt of written request for such, delivered to our corporate

headquarters.

All such requests should be sent care of Bunker Hill Mining Corp., Attn:

Corporate Secretary, 82 Richmond Street East,

Toronto, Ontario, Canada, M5C 1P1.

Trading Arrangements and Policies

Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities

by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading

laws, rules and regulations, and any listing standards applicable to the Company.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth, for

the years indicated, all compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all

capacities by the Company’s principal executive officer, chief financial officer and all other executive officers.

information contained below represents compensation paid, distributed or accrued to the Company’s officers for their work

related to the Company.

Principal Position

Compensation Table

following table sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and

bonus amounts, rendered in all capacities by the Company’s principal executive officer, chief financial officer and all other executive

The information contained below represents compensation paid, distributed or accrued to the Company’s officers for their

work related to the Company.

and Principal Position

Stock Awards (1) ($)

4 unchanged sentences

Chief Executive Officer

Gerbrand van Heerden (3) Chief Financial Officer

David Wiens (4)

Former Chief Financial Officer

Gerbrand van Heerden (3)

Chief Financial Officer

amounts reported in the above table reflect the aggregate grant date fair value of RSU awards, calculated in accordance with FASB

3 unchanged sentences

2024 C$ amounts have been converted to $ using the C$/US$ exchange rate as of the applicable grant date.

The short-term incentive plan amounts earned with respect to 2024 have not been finalized as of the date of this report and will be disclosed in the Company’s proxy statement.

Gerbrand van Heerden became the Company’s CFO on November 1, 2023.

David Wiens resigned as the Company’s CFO on October 31, 2023.

Outstanding Stock Options Awards At Fiscal Year

The following table provides a summary of equity awards

outstanding as of December 31, 2024, for each of the named executive officers.

Outstanding Equity Awards At 2024 Fiscal Year-End

short-term incentive plan amounts earned with respect to 2025 have not been finalized as of the date of this report and will be disclosed

in the Company’s proxy statement.

Stock Options Awards At Fiscal Year End

following table provides a summary of equity awards outstanding as of December 31, 2025, for each of the named executive officers.

Equity Awards At 2025 Fiscal Year-End

Option Awards (1)

9 unchanged sentences

Richard Williams, Executive Chairman

1,059,200 (3)

2,556,566 (4)

1,191,600 (3)

2,876,137 (4)

Gerbrand van Heerden, CFO

David Wiens, Former CFO

All C$ amounts have been converted to $ using the C$/US$ exchange rate as of December 31, 2024.

These restricted stock units (“RSUs”) vested on March 31, 2025.

Half of these RSUs vested on March 31, 2025, and the other half vests on March 31, 2026.

One-third of these RSUs vested on March 13, 2025, and the balance will vest in equal increments on March 13, 2026, and March 13, 2027.

These RSUs vested on January 26, 2025.

Value is equal to the number of outstanding awards multiplied by C$0.155, the closing price on the TSXV for the shares of common stock on December 31, 2024.

Long-Term Incentives and Compensation Plans

As part of its overall compensation, the Company provides

for time-based RSUs, DSUs and options (“Options,” and collectively with RSUs and DSUs, “Awards”) that may be granted

to employees, officers and eligible consultants and directors of the Company and its affiliates.

C$ amounts have been converted to $ using the C$/US$ exchange rate as of December 31, 2025.

restricted stock units (“RSUs”) vested on March 31, 2026.

of these RSUs vested on March 13, 2026, and the other half vests on March 13, 2027.

of these RSUs vested on October 14, 2026, and the balance will vest in equal increments on June 30, 2027, and June 30, 2028.

is equal to the number of outstanding awards multiplied by C$8.31, the closing price on the TSXV for the shares of common stock on

December 31, 2025.

Incentives and Compensation Plans

part of its overall compensation, the Company provides for time-based RSUs, DSUs and options (“Options,” and collectively

with RSUs and DSUs, “Awards”) that may be granted to employees, officers and eligible consultants and directors of the Company

and its affiliates.

Recipients of Awards are defined as “Participants”.

The aim of the Company’s compensation program

is to attract and retain highly qualified executives and to link compensation to performance and shareholder value.

aim of the Company’s compensation program is to attract and retain highly qualified executives and to link compensation to performance

and shareholder value.

The compensation therefore must be sufficiently competitive to achieve this objective.

The Board considers a number of factors in order to determine

compensation, including the Company’s contractual obligations, the individual’s performance and other qualitative aspects

of the individual’s performance and achievements, the amount of time and effort the individual will devote to the Company and the

Company’s financial resources.

The Company’s compensation program is comprised

A base salary or management fee arrangement and benefits .

The base salaries or management fee arrangements and benefits paid to the key executives are not based on any specific formula and are set so as to be competitive with other companies of similar size and state of development in the mineral industry.

This component of the Company’s compensation program also includes sign-on incentives, which may be issued in the form of cash, RSUs, DSUs or Options.

The Board considers a number

of factors in order to determine compensation, including the Company’s contractual obligations, the individual’s performance

and other qualitative aspects of the individual’s performance and achievements, the amount of time and effort the individual will

devote to the Company and the Company’s financial resources.

Company’s compensation program is comprised of:

base salary or management fee arrangement and benefits .

The base salaries or management fee arrangements and benefits paid to

the key executives are not based on any specific formula and are set so as to be competitive with other companies of similar size

and state of development in the mineral industry.

This component of the Company’s compensation program also includes sign-on

incentives, which may be issued in the form of cash, RSUs, DSUs or Options.

short-term incentive program in the form of bonuses .

Cash bonuses are paid to key executives based on individual, team and

Company performance and the executive’s position in the Company.

Any bonus awards are at the sole discretion of the

Long-term incentives consist of DSUs, RSUs, and Options which provide the Board with additional long-term incentive mechanisms to align the interests of the directors, officers, employees or consultants of the Company with shareholder interests.

These incentives also provide for, among other things, an accelerated vesting of awards in the event of a change in control, thereby aligning the Company’s practices with current corporate governance best practices regarding a change in control.

The Board believes that equity-based compensation plans

are the most effective way to align the interests of management with those of shareholders.

Long-term incentives must also be competitive

and align with the Company’s compensation philosophy.

The Company does not have a pension plan that provides

for payments or benefits to its executive officers.

Termination and Change of Control

Change of Control Agreements

The Company has provided change of control benefits

to NEO’s to encourage them to continue their employment in the event of a purchase, sale, reorganization, or other significant

change in the business.

If the employment agreement of the

senior officer is terminated by the Company without just cause, or resigns for good reason pursuant to the terms of

the employment agreement, in each case at any time within 12 months of a change of control, the Company is required to make a lump

sum severance payment equal to 24 months of base salary.

In addition, at such time all Awards shall be deemed to have vested, and

all restrictions and conditions applicable to such Awards shall be deemed to have lapsed and the Awards shall be issued and

Employment Agreements

The Company has employment agreements with the Executive

Chairman, CEO, CFO, Vice President Business Development and Vice President Investor Relations, which provide for compensation and certain other benefits and for severance payments

under certain circumstances.

These agreements also contain clauses that become effective upon a change of control of the Company, as described

The Company may be obligated to pay certain amounts to such employees upon the occurrence of any of the defined events in the various

employment agreements.

Policies and Practices for Granting Certain Equity

While we do not have a formal written policy in place with regard to the

timing of awards of Options in relation to the disclosure of material non-public information, the Board does not seek to time equity grants

to take advantage of information, either positive or negative, about the Company that has not been publicly disclosed.

It has been our

practice to grant equity awards to our officers and directors upon their appointment.

We intend to issue equity grants to our officers

and/or directors at the same time each year, typically in connection with our first meeting of the Board of Directors each fiscal year.

Option grants are effective on the date the award determination is made by the Board, and the exercise price of Options is the closing

market price of Bunker Hill common stock on the immediately preceding business day of the grant.

During the fiscal year ended December 31, 2024, we did not award any Options

to an NEO in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or

furnishing of a current report on Form 8-K that discloses material non-public information, and ending one business day after the filing

or furnishing of such report.

Director Compensation

The general policy of the Board is

that compensation for independent directors should be a fair mix between cash and equity-based compensation.

Additionally, the

Company reimburses directors for reasonable expenses incurred during the course of their performance.

There are no long-term

incentive or medical reimbursement plans.

The Company does not pay directors, who are part of management, for Board service in

addition to their regular employee compensation.

The Board determines the amount of director compensation and has appointed the

compensation committee of the Board to make recommendations regarding director compensation.

The following table provides information regarding

compensation paid to the Company’s directors (other than a director who was a NEO) during the year ended December 31, 2024:

Cash bonuses are paid to key executives based on individual, team and Company

performance and the executive’s position in the Company.

Any bonus awards are at the sole discretion of the Board.

incentives consist of DSUs, RSUs, and Options which provide the Board with additional long-term incentive mechanisms to align

the interests of the directors, officers, employees or consultants of the Company with shareholder interests.

These incentives also

provide for, among other things, an accelerated vesting of awards in the event of a change in control, thereby aligning the Company’s

practices with current corporate governance best practices regarding a change in control.

Board believes that equity-based compensation plans are the most effective way to align the interests of management with those of shareholders.

Long-term incentives must also be competitive and align with the Company’s compensation philosophy.

Company does not have a pension plan that provides for payments or benefits to its executive officers.

and Change of Control Benefits

of Control Agreements

Company has provided change of control benefits to NEO’s to encourage them to continue their employment in the event of a purchase,

sale, reorganization, or other significant change in the business.

the employment agreement of the senior officer is terminated by the Company without just cause, or resigns for good reason pursuant to

the terms of the employment agreement, in each case at any time within 12 months of a change of control, the Company is required to make

a lump sum severance payment equal to 24 months of base salary.

In addition, at such time all Awards shall be deemed to have vested,

and all restrictions and conditions applicable to such Awards shall be deemed to have lapsed and the Awards shall be issued and delivered.

Company has employment agreements with the Executive Chairman, CEO, CFO, and Vice President Investor

Relations, which provide for compensation and certain other benefits and for severance payments under certain circumstances.

These agreements

also contain clauses that become effective upon a change of control of the Company, as described above.

The Company may be obligated

to pay certain amounts to such employees upon the occurrence of any of the defined events in the various employment agreements.

and Practices for Granting Certain Equity Awards

we do not have a formal written policy in place with regard to the timing of awards of Options in relation to the disclosure of material

non-public information, the Board does not seek to time equity grants to take advantage of information, either positive or negative,

about the Company that has not been publicly disclosed.

It has been our practice to grant equity awards to our officers and directors

upon their appointment.

We intend to issue equity grants to our officers and/or directors at the same time each year, typically in connection

with our first meeting of the Board of Directors each fiscal year.

Option grants are effective on the date the award determination is

made by the Board, and the exercise price of Options is the closing market price of Bunker Hill common stock on the immediately preceding

business day of the grant.

the fiscal year ended December 31, 2024, we did not award any Options to an NEO in the period beginning four business days before the

filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material

non-public information, and ending one business day after the filing or furnishing of such report.

general policy of the Board is that compensation for independent directors should be a mix between cash and equity-based

compensation.

The cash compensation amount is based upon the role of each director in recognition for standing committee

representation, chairing a standing committee, or serving as the lead independent director.

Additionally, the Company reimburses

directors for reasonable expenses incurred during the course of their performance.

There are no long-term incentive or medical

reimbursement plans.

The Company does not pay directors, who are part of management, for Board service in addition to their

executive compensation.

The Board determines the amount of director compensation and has appointed the Compensation Committee of the

Board to make recommendations regarding director compensation.

following table provides information regarding compensation paid to the Company’s directors (other than a director who was a NEO)

during the year ended December 31, 2025:

Fees Earned or Paid in Cash

Awards (1)(2)

Cassandra Joseph

Represents DSUs granted to our non-employee directors.

The amounts reported in this table reflect the grant date fair value of the DSUs computed in accordance with FASB ASC Topic 718 based on the share price on the applicable date of grant.

Hall, Cruise, Smith and Mses.

Saxton and Joseph, the DSUs were calculated using a share price of C$0.125 and for Ms.

Kast, the DSUs were calculated using a share price of C$0.16.

Hall, Cruise, Smith and Mses.

Saxton and Joseph, the DSUs reported in this table vested on April 1, 2024 and for Ms.

Kast, the DSUs reported in this table vest on October 1, 2025.

DSUs granted to our non-employee directors.

The amounts reported in this table reflect the grant date fair value of the DSUs computed

in accordance with FASB ASC Topic 718 based on the share price on the applicable date of grant.

Cruise, Mses.

and Kast, the DSUs were calculated using a share price of C$7.53.

Cruise, and Mses.

Saxton and Kast, the DSUs reported

in this table vested on October 14, 2025.

December 31, 2025, the aggregate number of DSUs outstanding for each non-employee director were as follows:

1 unchanged sentence

Kast – 13,224;

Smith – 722,414;

Saxton – 40,290;

– 5,000,000 and Ms.

Williams – 142,857.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Directors and Executive Officers

The following table sets forth the number of shares

of Bunker Hill common stock owned beneficially by each director and named executive officer of the Company as of March 21, 2025 (unless

another date is specified by footnote below), and by all current directors and executive officers of Bunker Hill as a group:

and Executive Officers

following table sets forth the number of shares of Bunker Hill common stock owned beneficially by each director and named executive

officer of the Company as of March 5, 2026 (unless another date is specified by footnote below), and by all current directors and

executive officers of Bunker Hill as a group:

Amount and Nature of

1 unchanged sentence

Name of Individual or Group (a)

Percent of Class (b)

Richard Williams, Executive Chairman

1 unchanged sentence

Gerbrand van Heerden, CFO

Dickson Hall, Director

Pamela Saxton, Director

1 unchanged sentence

Kelli Kast, Director

Paul Smith, Director

Current Directors and Executive Officers as a Group (a total of 8 persons)

Unless otherwise indicated, each person listed has the sole power to vote and dispose of the shares listed.

Pursuant to Rule 13d-3 under the Exchange Act, beneficial ownership includes shares as to which the individual or entity has or shares voting power or investment power, and any shares that the individual or entity has the right to acquire within 60 days of March 21, 2025, including through the exercise of any option, warrant, or right.

For each individual or entity that holds options, warrants or rights to acquire shares, the shares of Bunker Hill common stock underlying those securities are treated as owned by that holder and as outstanding shares when that holder’s percentage ownership of Bunker Hill common stock is calculated.

That Bunker Hill common stock is not treated as outstanding when the percentage ownership of any other holder is calculated.

The percent of class owned is less than 1%.

Except as otherwise indicated below, the address and telephone number of each of these persons is c/o Bunker Hill Mining Corp., 300-1055 West Hastings Street, Vancouver, British Columbia V6E2E9, Canada and (604-417-7952), respectively.

Based on a total of 359,438,769 shares of Bunker Hill common stock outstanding as of March 21, 2025.

Includes (i) 4,453,916 shares of common stock, (ii) 3,957,659 shares subject to stock options exercisable within 60 days of March 21, 2025, (iii) 547,619 shares subject to warrants exercisable within 60 days of March 21, 2025, and (iv) 1,752,040 shares subject to RSUs convertible within 60 days of March 21, 2025.

Includes (i) 3,763,210 shares of common stock, (ii) 988,503 shares subject to warrants exercisable within 60 days of March 21, 2025, and (iii) 1,971,045 shares subject to RSUs convertible within 60 days of March 21, 2025.

otherwise indicated, each person listed has the sole power to vote and dispose of the shares listed.

Pursuant to Rule 13d-3 under

the Exchange Act, beneficial ownership includes shares as to which the individual or entity has or shares voting power or investment

power, and any shares that the individual or entity has the right to acquire within 60 days of March 21, 2025, including through

the exercise of any option, warrant, or right.

For each individual or entity that holds options, warrants or rights to acquire shares,

the shares of Bunker Hill common stock underlying those securities are treated as owned by that holder and as outstanding shares

when that holder’s percentage ownership of Bunker Hill common stock is calculated.

That Bunker Hill common stock is not treated

as outstanding when the percentage ownership of any other holder is calculated.

percent of class owned is less than 1%.

as otherwise indicated below, the address and telephone number of each of these persons is c/o Bunker Hill Mining Corp., 300-1055

West Hastings Street, Vancouver, British Columbia V6E2E9, Canada and (604-417-7952), respectively.

on a total of 45,618,400 shares of Bunker Hill common stock outstanding as of March 5, 2026.

(i) 197,551 shares of common stock, (ii) 22,517 shares subject to warrants exercisable within 60 days of March 5, 2026, and (iii)

39,481 shares subject to RSUs convertible within 60 days of March 5, 2026.

(i) 163,836 shares of common stock, and (ii) 44,415 shares subject to RSUs convertible within 60 days of March 5, 2026.

Includes (i) 368,000 shares of common stock and (ii) 368,000 shares subject to warrants exercisable within 60 days of March 21, 2025.

Includes (i) 294,000 shares of common stock and (ii) 210,000 shares subject to warrants exercisable within 60 days of March 21, 2025.

Includes (i) 175,000 shares of common stock and (ii) 175,000 shares subject to warrants exercisable within 60 days of March 21, 2025.

Holders of More Than 5% of Bunker Hill Common Stock

The following table sets forth information (as of

the date indicated) as to all persons or groups known to Bunker Hill to be beneficial owners of more than 5% of issued and outstanding

shares of Bunker Hill common stock as of March 21, 2025, unless otherwise indicated below.

(i) 31,593 shares of common stock (ii) 4,771 shares subject to warrants exercisable within 60 days of March 5, 2026 and (iii)

4,801 shares subject to RSUs convertible within 60 days of March 5, 2026.

10,371 shares of common stock.

(i) 6,596 shares of common stock and (ii) 5,000 shares subject to warrants exercisable within 60 days of March 5, 2026.

1,791 shares of common stock.

of More Than 5% of Bunker Hill Common Stock

following table sets forth information (as of the date indicated) as to all persons or groups known to Bunker Hill to be beneficial

owners of more than 5% of issued and outstanding shares of Bunker Hill common stock as of March 5, 2026, unless otherwise indicated

Name and Address of Beneficial Holder

5 unchanged sentences

Resource Capital Investment Corp., 1910 Palomar Point Way, Suite 200, Carlsbad, California 92008

Teck Resources Limited, 550 Burrard street, Suite 3300, Vancouver, BC V6C

Based on a total of 359,438,769 shares of Bunker Hill common stock outstanding as of March 21, 2025.

(i) 49,251,875 shares of common stock as of January 10, 2025, (ii) 339,000 shares subject to warrants exercisable within 60 days of March 21, 2025, and

(iii) 97,170,517 shares subject to convertible debentures convertible within 60 days of March 21, 2025.

This information is based on a Form 8-K filed on the

EDGAR website (www.sec.gov) on March 5, 2025.

Includes (i) 23,784,723 shares of common stock as of January 10, 2025,

and (ii) 2,951,389 shares subject to warrants exercisable within 60 days of March 21, 2025.

This information is based on a Form 8-K filed

on the EDGAR website (www.sec.gov) on March 5, 2025.

Equity Compensation Plan

The following table provides

information as of December 31, 2024, with respect to shares of common stock that may be issued pursuant to Options granted under the

Bunker Hill Mining Corp.

Teck Resources Limited, 550 Burrard street, Suite 3300, Vancouver, BC V6C 0B3, Canada

21,921,472 (c)

on a total of 45,618,400 shares of Bunker Hill common stock outstanding as of March 5, 2026.

(i) 8,270,967 shares of common stock as of March 5, 2026, (ii) 142,857 shares subject to warrants exercisable within 60 days of March

5, 2026, and (iii) 6,530,612 shares subject to convertible debentures convertible within 60 days of March 5, 2026.

(i) 12,653,317 shares of common stock as of March 5, 2026, and (ii) 9,268,155 shares subject to warrants exercisable within 60 days

of March 5, 2026.

Compensation Plan

following table provides information as of December 31, 2025, with respect to shares of common stock that may be issued pursuant to Options

granted under the Bunker Hill Mining Corp.

Amended and Restated Stock Option Plan (the “Option Plan”) and the vesting of

5 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

There were no material transactions, or series of

similar transactions, during the Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions,

to which the Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average

of the small business issuer’s total assets at year-end for the last three completed fiscal years and in which any director, executive

officer or any security holder who is known to the Company to own of record or beneficially more than five percent of any class of the

Company’s common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

Director Independence

The Company’s common stock is

currently traded on the TSXV and the OTCQB and as such, is not subject to the rules of any national securities exchange that requires that a majority of a listed company’s directors and specified committees of its board

of directors meet independence standards prescribed by such rules.

For the purpose of preparing the disclosures in this document with respect to

director independence, the Company has used the definition of “independent director” within the meaning of National

Instrument 52-110 – Audit Committees adopted by the

Canadian Securities Administration and as set forth in the Marketplace Rules of the NASDAQ, which defines an “independent

director” generally as being a person, other than an executive officer or employee of the company or any other individual

having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of

independent judgment in carrying out the responsibilities of a director.

Pam Saxton, Kelli Kast, Mark Cruise,

Dickson Hall and Paul Smith have been determined to be “independent” directors of the Company.

Williams is not

independent due to his position with the Company as the Executive Chairman and Mr.

Ash is not independent due to his position as

Chief Executive Officer.

Relationships and Related Transactions

were no material transactions, or series of similar transactions, during the Company’s last fiscal year, or any currently proposed

transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeded

the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three

completed fiscal years and in which any director, executive officer or any security holder who is known to the Company to own of record

or beneficially more than five percent of any class of the Company’s common stock, or any member of the immediate family of any

of the foregoing persons, had an interest.

Company’s common stock is currently traded on the TSXV and the OTCQB and as such, is not subject to the rules of any national securities

exchange that requires that a majority of a listed company’s directors and specified committees of its Board of Directors meet

independence standards prescribed by such rules.

For the purpose of preparing the disclosures in this document with respect to director

independence, the Company has used the definition of “independent director” within the meaning of National Instrument 52-110

– Audit Committees adopted by the Canadian Securities Administration and as set forth in the Marketplace Rules of the NASDAQ,

which defines an “independent director” generally as being a person, other than an executive officer or employee of the company

or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the

exercise of independent judgment in carrying out the responsibilities of a director.

Mark Cruise, Kelli Kast, and Pam

Saxton, have been determined to be “independent” directors of the Company.

Williams is not independent due to his

position with the Company as the Executive Chairman and Mr.

Ash is not independent due to his position as Chief Executive

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Effective September 2, 2014, the Company appointed

the firm of MNP LLP, Chartered Professional Accountants, as the Company’s independent audit firm.

MNP LLP, Chartered Professional Accountants, 50 Burnhamthorpe

Road West, Mississauga, ON L5B 3C2, served as the Company’s independent registered public accounting firm for the years ended December

31, 2024 and 2023, and is expected to serve in that capacity for the ensuing year 2025.

Principal accounting fees for professional services

rendered for the Company by MNP LLP for the years ended December 31, 2024 and 2023 are summarized in the following table:

September 2, 2014, the Company appointed the firm of MNP LLP, Chartered Professional Accountants, as the Company’s independent

LLP, Chartered Professional Accountants, 50 Burnhamthorpe Road West, Mississauga, ON L5B 3C2, served as the Company’s independent

registered public accounting firm for the years ended December 31, 2024 and 2023, and is expected to serve in that capacity for the ensuing

Principal accounting fees for professional services rendered for the Company by MNP LLP for the years ended December 31, 2025

and 2024 are summarized in the following table:

December 31, 2025

1 unchanged sentence

Audit related

Audit Related Fees

The aggregate fees billed by MNP LLP for assurance

and related services that were related to its review of the Company’s quarterly financial statements.

The aggregate fees billed by MNP LLP for tax compliance,

advice and planning.

All Other Fees

The aggregate fees billed by MNP LLP for all other

professional services, including services associated with financing activities.

Audit Committee’s Pre-approval Policies and

At the Company’s regularly scheduled and special

meetings, the Board, or the Board-appointed audit committee, considers and pre-approves any audit and non-audit services to be performed

by the Company’s independent registered public accounting firm.

The audit committee has the authority to grant pre-approvals of

non-audit services.

aggregate fees billed by MNP LLP for assurance and related services that were related to its review of the Company’s quarterly

financial statements.

aggregate fees billed by MNP LLP for tax compliance, advice and planning.

aggregate fees billed by MNP LLP for all other professional services, including services associated with financing activities.

Committee’s Pre-approval Policies and Procedures

the Company’s regularly scheduled and special meetings, the Board, or the Board-appointed audit committee, considers and pre-approves

any audit and non-audit services to be performed by the Company’s independent registered public accounting firm.

The audit committee

has the authority to grant pre-approvals of non-audit services.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

exhibits required by this item are set forth on the Exhibit Index below.

Amended and Restated Articles of Incorporation of Liberty Silver Corp., effective as of January 30, 2015 (incorporated by reference to Exhibit 3.9 to the Form S-1 filed on October 27, 2020)

Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations, effective as of September 29, 2017 (incorporated by reference to Exhibit 3.7 to the Form 8-K filed on September 18, 2017)

Certificate of Change, effective as of May 3, 2019 (incorporated by reference to Exhibit 3.10 to the Form S-1 filed on October 27, 2020)

Certificate of Amendment, dated as of June 17, 2020 (incorporated by reference to Exhibit 3.11 to the Form S-1 filed on October 27, 2020)

Certificate of Amendment, dated as of November 17, 2022 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 18, 2022)

Certificate of Correction, dated as of December 6, 2022 (incorporated by reference to Exhibit 3.5 to Amendment No.

1 to the Form S-1 filed on December 23, 2022)

Agency Agreement, dated March 5, 2026, by and among Bunker Hill Mining Corp., Haywood Securities Inc., Roth Canada, Inc., BMO Capital Markets, and Canaccord Genuity Corp.

Second Amended and Restated Articles of Incorporation of Bunker Hill Mining Corp., effective as of June 5, 2025 (incorporated by reference to Exhibit 3.1 to the Form S-1/A filed on August 5, 2025)

Certificate of Amendment, effective as of December 11, 2025 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 12, 2025)

Certificate of Change, effective on March 6, 2026

Amended and Restated Bylaws of Liberty Silver Corp., dated as of December 21, 2012 (incorporated by reference to Exhibit 3.6 to the Form 8-K filed on December 28, 2012)

Warrant Indenture, dated as of August 14, 2020 (incorporated by reference to Exhibit 4.1 to the Form S-1 filed on October 27, 2020)

Form of Warrant Certificate, dated as of February 2021 (incorporated by reference to Exhibit 4.2 to Amendment No.

3 to the Form S-1 filed on January 25, 2023)

Underlying Warrant Indenture, dated as of April 1, 2022, by and between Bunker Hill Mining Corp.

and Capital Transfer Agency (incorporated by reference to Exhibit 10.13 to the Form S-1 filed on May 2, 2022)

Special Warrant Indenture, dated as of March 27, 2023, by and between Bunker Hill Mining Corp.

5 unchanged sentences

Non-Transferable Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on August 14, 2024)

Warrant Indenture, dated as of June 5, 2025, by and between Bunker Hill Mining Corp.

and Computershare Trust Company of Canada, as warrant agent (incorporated by reference to Exhibit 10.27 to the Form S-1/A filed on August 5, 2025)

Warrant Indenture, dated September 29, 2025, between Bunker Hill Mining Corp.

and Computershare Trust Company of Canada (incorporated by reference to the Form 8-K filed on September 29, 2025)

Warrant Indenture, dated March 5, 2026, between Bunker Hill Mining Corp.

and Computershare Trust Company of Canada

Settlement Agreement and Order on Consent for Response Action by Bunker Hill Mining Corp., effective as of May 15, 2018 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 21, 2018)

First Amendment to the Settlement Agreement with EPA, effective as of December 19, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 3, 2022)

Asset Sale and Purchase Agreement for the Pend Oreille Process Plant, dated as of March 1, 2022, by and between Silver Valley Metals Corp.

and Teck Washington Incorporated (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 14, 2022)

Metals Purchase Agreement, dated as of June 23, 2023, by and among Silver Valley Metals Corp., as seller, Bunker Hill Mining Corp., and the purchaser named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 29, 2023)

Purchase and Sale Agreement for the Bunker Hill Mine, dated as of December 15, 2023, by and among Placer Mining Corporation, William Pangburn and Shirley Pangburn, as sellers, and Silver Velley Metals Corp., as buyer (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 3, 2022)

Form of Secured Convertible Debenture, dated as of January 28, 2022 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 4, 2022)

Secured Royalty Convertible Debenture, dated as of January 7, 2022, held by Sprott Private Resource Streaming and Royalty (Collector), LP (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on February 4, 2022)

Subscription Agreement, dated as of March 5, 2025, by and between Bunker Hill Mining Corp.

and Teck Resources Limited (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 6, 2025)

Amending Agreement, dated as of March 24, 2025, by and between Bunker Hill Mining Corp.

and Teck Resources Limited (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 31, 2025)

Form of Subscription Agreement, dated as of June 5, 2025, by and between Bunker Hill Mining Corp.

and the investor party thereto (incorporated by reference to Exhibit 10.26 to the Form S-1/A filed on August 5, 2025)

of Subscription Agreement, dated September 29, 2025, between Bunker Hill Mining Corp.

and the investors party thereto (incorporated

by reference to Exhibit 10.1 to the Form 8-K filed on September 29, 2025)

Form of Subscriber Form, dated March 5, 2026, between Bunker Hill Mining Corp.

and the investors party thereto

Omnibus Agreement Amendment, dated as of January 28, 2022, by and among Silver Valley Metals Corp.

9 unchanged sentences

and Bunker Hill Mining Corp., as obligors, and the other parties named therein (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on August 14, 2024)

Asset Sale and Purchase Agreement for the Pend Oreille Process Plant, dated as of March 1, 2022, by and between Silver Valley Metals Corp.

and Teck Washington Incorporated (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 14, 2022)

Series 2 Convertible Debenture, dated as of June 17, 2022, held by the holder named therein (incorporated by reference to Exhibit 10.5 to Amendment No.

1 to the Form S-1 filed on December 23, 2022)

Bridge Loan Facility, dated as of December 5, 2022, by and between Bunker Hill Mining Corp., as borrower, Silver Balley Metals Corp., as guarantor, and the lenders named therein (incorporated by reference to Exhibit 10.6 to Amendment No.

Form of Amended and Restated Series 1 Secured Convertible Debenture, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp.

and the holder named therein (incorporated by reference to Exhibit 10.31 to the Form S-1/A filed on August 5, 2025)

Form of Amended and Restated Series 2 Secured Convertible Debenture, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp.

and the holder named therein (incorporated by reference to Exhibit 10.32 to the Form S-1/A filed on August 5, 2025)

Bridge Loan Facility, dated as of December 5, 2022, by and between Bunker Hill Mining Corp., as borrower, Silver Valley Metals Corp., as guarantor, and the lenders named therein (incorporated by reference to Exhibit 10.6 to Amendment No.

1 to the Form S-1 filed on December 23, 2022)

Form of Subscription Agreement for Special Warrant Financing, dated as of March 27, 2023, by and between Bunker Hill Mining Corp.

and each Purchaser (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 31, 2023)

Loan Agreement, dated as of June 23, 2023, by and among Bunker Hill Mining Corp., as borrower, Silver Valley Metals Corp., as guarantor, and the lenders and agent named therein (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 29, 2023)

First Amendment to Loan Agreement, dated as of August 8, 2024, by and among Bunker Hill Mining Corp., as borrower, Silver Valley Metals Corp., as guarantor, and the lenders and agent named therein (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on August 14, 2024)

Royalty Agreement, dated as of June 23, 2023, by and among Bunker Hill Mining Corp., as guarantor, Silver Valley Metals Corp., as grantee, and grantee and royalty holder named therein (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on June 29, 2023)

Secured Promissory Note Purchase Agreement, dated as of August 8, 2024, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., as borrower, and Monetary Metals Bond III LLC, as purchaser (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 14, 2024)

Form of Secured Promissory Note, dated as of August 8, 2024, issued by Silver Valley Metals Corp., as borrower, for the benefit of Monetary Metals Bond III LLC, as holder (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 14, 2024)

Royalty Put Option Agreement, dated as of July 22, 2022, by and among Sprott Private Resource Streaming and Royalty (Collector), LP, the Company, and Silver Valley Metals Corp.

(incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on November 7, 2024)

First Amendment to Secured Promissory Note Purchase Agreement, dated as of November 11, 2024, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., and Monetary Metals Bond III LLLC (incorporated by reference to Exhibit 10.41 to the Form S-1/A filed on August 5, 2025)

Second Amendment to Secured Promissory Note Purchase Agreement, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., and Monetary Metals Bond III LLC (incorporated by reference to Exhibit 10.42 to the Form S-1/A filed on August 5, 2025)

Third Amendment to Secured Promissory Note Purchase Agreement, dated as of November 10, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., and Monetary Metals Bond III LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 14, 2025)

Secured Promissory Note, dated as of August 8, 2024, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., Monetary Metals Bond III LLC and Monetary Metals & Co.

First Amendment to Secured Promissory Note, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., Monetary Metals Bond III LLC and Monetary Metals & Co.

(incorporated by reference to Exhibit 10.43 to the Form S-1/A filed on August 5, 2025)

Form of Amended and Restated Demand Promissory Note, dated as of May 21, 2025, issued by Bunker Hill Mining Corp.

to the order of Teck Resources Limited (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 27, 2025)

Recapitalization Agreement, dated as of June 5, 2025, among Bunker Hill Mining Corp., Silver Valley Metals Corp., certain affiliates of Sprott Streaming, Teck Resources Limited and Monetary Metals Bond III LLC (incorporated by reference to Exhibit 10.29 to the Form S-1/A filed on August 5, 2025)

Standby Prepayment Facility Agreement, dated as of June 5, 2025, by and between Bunker Hill Mining Corp., Silver Valley Metals Corp.

and Teck Metals Ltd.

(incorporated by reference to Exhibit 10.30 to the Form S-1/A filed on August 5, 2025)

Amended and Restated Loan Agreement, dated as of June 5, 2025, between Bunker Hill Mining Corp., Silver Valley Metals Corp., Sprott Private Resource Streaming and Royalty (US Collector), LP and Sprott Private Resource Streaming and Royalty Annex (US Collector), LP (incorporated by reference to Exhibit 10.34 to the Form S-1/A filed on August 5, 2025)

Exchange Agreement, dated as of June 5, 2025, among Bunker Hill Mining Corp., Silver Valley Metals Corp., Sprott Private Resource Streaming and Royalty (US Collector), LP and Sprott Private Resource Streaming and Royalty Annex (US Collector), LP (incorporated by reference to Exhibit 10.36 to the Form S-1/A filed on August 5, 2025)

Form of Series 3 Secured Convertible Debenture, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp.

and the holder named therein (incorporated by reference to Exhibit 10.37 to the Form S-1/A filed on August 5, 2025)

Debt Settlement Agreement, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., Sprott Private Resource Streaming and Royalty (US Collector), LP and Sprott Private Resource Streaming and Royalty Annex (US Collector), LP (incorporated by reference to Exhibit 10.39 to the Form S-1/A filed on August 5, 2025)

Debt Settlement Agreement, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., Sprott Private Resource Streaming and Royalty (US), LP, Sprott Private Resource Streaming and Royalty (International), LP and Sprott Private Resource Streaming and royalty (Canada), LP (incorporated by reference to Exhibit 10.40 to the Form S-1/A filed on August 5, 2025)

Amended and Restated Intercreditor and Subordination Agreement, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., Sprott Private Resource Streaming and Royalty (US Collector), LP, Sprott Private Resource Streaming and Royalty (Collector), LP, Monetary Metals Bond III LLC, Teck Metals Ltd., Minewater Finance LLC, Minewater LLC and MW HH LLC (incorporated by reference to Exhibit 10.44 to the Form S-1/A filed on August 5, 2025)

Equity Payment Agreement, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., and C & E Tree Farm, L.L.C.

Option Agreement, dated February 2023, by and among Silver Valley Metals Corp., Bunker Hill Mining Corp., and C & E Tree Farm, L.L.C.

Amended and Restated Royalty Put Option Agreement, dated as of August 8, 2024, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp.

and Sprott Private Resource Streaming and Royalty (US Collector), LP (incorporated by reference to Exhibit 10.5 to the Form 8-K filed on August 14, 2024)

Subscription Agreement, dated as of March 5, 2025, by and between Bunker Hill Mining Corp.

and Teck Resources Limited (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 6, 2025)

First Amendment to Royalty Agreement, dated as of December 12, 2024, by and among Bunker Hill Mining Corp., as guarantor, Silver Valley Metals Corp., as grantee, and grantee and royalty holder named therein

First Amendment to Royalty Agreement No.

2, dated as of June 5, 2025, between Bunker Hill Mining Corp., as parent and guarantor, Silver Valley Metals Corp., as grantor, and Sprott Private Resource Streaming and Royalty (US Collector), LP, as grantee and royalty holder (incorporated by reference to Exhibit 10.35 to the Form S-1/A filed on August 5, 2025)

Second Amendment to Royalty Agreement, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., as parent and guarantor, Silver Valley Metals Corp., as grantor, and Sprott Private Resource Streaming and royalty (US Collector), LP, as grantee and royalty holder (incorporated by reference to Exhibit 10.33 to the Form S-1/A filed on August 5, 2025)

Additional Royalty Agreement, dated as of December 12, 2024, between Bunker Hill Mining Corp., as parent and guarantor, Silver Valley Metals Corp., as grantor, and Sprott Private Resource Streaming and Royalty (US Collector), LP, as grantee and royalty holder

Royalty Agreement No.

3, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., as guarantor, Silver Valley Metals Corp., as grantor, and Sprott Private Resource Streaming and Royalty (US Collector), LP, as agent, grantee, and royalty holder (incorporated by reference to Exhibit 10.38 to the Form S-1/A filed on August 5, 2025)

Zinc Concentrate Offtake Agreement, dated as of November 10, 2023, by and between Silver Valley Metals Corp.

and Teck Metals Ltd.

Amendment #1 to Zinc Concentrate Offtake Agreement, dated as of June 5, 2025, by and between Silver Valley Metals Corp.

and Teck Metals Ltd.

Lead Concentrate Offtake Agreement, dated as of November 20, 2023, by and between Silver Valley Metals Corp.

and Teck Metals Ltd.

Amendment #1 to Lead Concentrate Offtake Agreement, dated as of June 5, 2025, by and between Silver Valley Metals Corp.

and Teck Metals Ltd.

Investor Rights Agreement, dated as of June 5, 2025, by and between Bunker Hill Mining Corp.

and Teck Resources (incorporated by reference to Exhibit 10.28 to the Form S-1/A filed on August 5, 2025)

Investor Rights Agreement, dated as of June 5, 2025, by and between Bunker Hill Mining Corp.

and Sprott Private Resource Streaming and Royalty (US Collector), LP (incorporated by reference to Exhibit 10.45 to the Form S-1/A filed on August 5, 2025)

Bunker Hill Mining Corp.

Amended and Restated Restricted Stock Unit Incentive Plan, effective as of May 16, 2024 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 26, 2024)

Amended and Restated Restricted Stock Unit Incentive Plan, effective as of August 22, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 23, 2025)

Bunker Hill Mining Corp.

3 unchanged sentences

Form of Board Member Agreement (incorporated by reference to Exhibit 10.16 to the Form 10-K filed on March 12, 2024)

Securities Trading Policy

Securities Trading Policy (incorporated by reference to Exhibit 19.1 to the Form 10-K filed on March 28, 2025)

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Form 10-KT filed on April 1, 2021)

23 unchanged sentences

attachment to this exhibit.

Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.

The omitted information is not material, and the registrant treats such information as private and confidential.

The registrant hereby agrees to furnish supplementally an unredated copy of this exhibit to the Securities and Exchange Commission upon request.

FORM 10-K SUMMARY

18 unchanged sentences

March 6, 2026

March 28, 2025

Pamela Saxton

March 28, 2025

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

What changed 10-K

Item 9A. Controls and Procedures