Bunker Hill Mining Corp. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on TSXV under the symbol “BNKR” and on the OTCQB under the symbol “BHLL”. Stockholders As of February 25, 2026, there were approximately 160 stockholders of record of our common stock and, according to our estimates, approximately 500 beneficial owners of our common stock. Unregistered Sales of Securities Shares of Common Stock Issued in Private Placements On June 5, 2025, the Company issued 7,206,165 common shares in connection with the brokered and non-brokered offerings. On September 29, 2025, the Company issued 12,321,429 common shares in connection with the brokered offering. Shares of Common Stock Issued in Capital Restructuring On June 5, 2025 the Company settled outstanding payables and other amounts owing in the aggregate amounts of $3,072,254 and C$195,000 with certain creditors, insiders and contractors of the Corporation or its wholly-owned subsidiary, Silver Valley Metals Corp. (“Silver Valley”) via issuance of 865,777 common shares to certain other arm’s length creditors or contractors of the Corporation and 7,354 Common Shares to four directors of the Corporation for their services for the period beginning on March 1, 2025 and ending on April 30, 2025. 39 On June 5, 2025 the Company issued 21,769 common shares to satisfy $80,000 in cooperation fees for the period beginning on January 1, 2025 and ending on April 30, 2025 pursuant the Financing Cooperation Agreement. On June 5, 2025 the company issued 136,055 shares to satisfy a payment of $500,000, representing a portion of the purchase price payable under an option agreement dated March 3, 2023 whereby Silver Valley has an option to purchase certain real property in Idaho from C&E Tree Farm, LLC. On June 5, 2025 the Company issued to Sprott in aggregate of 7,534,014 Common Shares, as follows: - 1,687,075 Common Shares upon Sprott’s conversion of $6,200,000 in principal and accrued and unpaid interest outstanding thereon up to May 31, 2025, under the existing senior secured loan agreement in the aggregate principal amount of $21,000,000 previously advanced by Sprott; - 5,714,286 Common Shares, of which 5,317,483 are being issued to Sprott 396,803 Common Shares are being issued certain subscribers under the Brokered Offering in exchange of the termination of the metals purchase agreement dated June 23, 2023 between the Corporation, Silver Valley and Sprott pursuant to which Sprott advanced a $46,000,000 deposit to Silver Valley - 132,654 Common Shares in full satisfaction of an aggregate of $487,500 of accrued and unpaid interest owing under certain outstanding secured convertible debentures of the Corporation for the period beginning on January 1, 2025 and ending on March 31, 2025. Shares of Common Stock Issued in Satisfaction of Interest Payable on debt instruments The Company and Sprott entered into (i) six convertible debentures on January 28, 2022 in the aggregate principal amount of $6,000,000 (the “CD1”), (ii) three convertible debentures on June 17, 2022 in the aggregate principal amount of $15,000,000 (the “CD2”, and together with CD1 the “Convertible Debentures”) (iii) loan facility on December 12, 2025 in aggregate principal amount of $21,000,000 amended to be reduced to $15,000,000 on June 5, 2025 (the “Loan Facility”) and together with the CD1, the CD2, (the “debt Instruments”). Pursuant to the terms of the Debt Instruments, the Company may elect to pay the accrued and unpaid interest due thereunder by issuing shares of common stock of the Company, as opposed to paying cash, at the conversion price set forth therein. On January 14, 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. On April 14, 2025, the Company issued 5,358 shares of common stock in connection with its election to satisfy interest payments under the outstanding Convertible Debentures for the three months ended March 31, 2025. On July 9, 2025, the Company issued 439,385 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, 2025, and on the Loan Facility for the six months ending June 30, 2025. On 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. The Company relied on the exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, or Rule 506 of Regulation D, or Regulation S, and in reliance on similar exemptions under applicable state laws, for purposes of issuance of the shares in satisfaction of the interest payable under the convertible debentures. Shares of Common Stock Issued in Satisfaction of debt On January 8, 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. On January 29, 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. On November 18, 2025, the Company issued 17,583 shares of common stock in connection with settlement of DSUs. On December 30, 2025, the Company issued 9,396 shares of common stock in connection with service agreement for the three months ended November 30, 2025. 40 The Company relied on the exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, or Rule 506 of Regulation D, or Regulation S, and in reliance on similar exemptions under applicable state laws, for purposes of issuance of the shares in satisfaction of the debt payments owed. Shares of Common Stock Issued to acquire properties On December 12, 2025, the Company issued 666,667 shares of common stock to acquire the Ranger Page Property from Silver Dollar Resources (Idaho) Inc., a subsidiary of Silver Dollar Resources Inc. The Company relied on the exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, or Rule 506 of Regulation D, or Regulation S, and in reliance on similar exemptions under applicable state laws, for purposes of issuance of the shares in satisfaction of the debt payments owed. Securities Issued Pursuant to Equity Incentive Plans During the fiscal year ended December 31, 2025, the Company issued 140,762 restricted stock units (“RSUs”) and 37,903 options to purchase shares of common stock of the Company to employees and consultants under the Company’s equity incentive plans. On January 26, 2025, the Company issued 19,213 shares of common stock at a deemed price of C$5.95 for the settlement of RSUs. On September 30, 2025, the Company issued 139,956 shares of common stock at a deemed price of C$6.65 for the settlement of RSUs. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act, or Rule 506 of Regulation D, or Regulation S, and in reliance on similar exemptions under applicable state laws, for purposes of the issuance of such securities. Warrants Issued On June 5, 2025, the Company issued 3,603,083 in connection with the brokered and non brokered offerings. Each such warrant will entitle the holder to acquire one share of common stock of the Company at an exercise price of C$8.75. Each such warrant is exercisable until June 5, 2028. On September 29, 2025, the Company issued 12,321,429 in connection with the brokered offering. Each such warrant will entitle the holder to acquire one share of common stock of the Company at an exercise price of C$5.95. Each such warrant is exercisable until September 29, 2030. On November 21, 2025, the Company issued 2,869 Bonus Warrants to Monetary Metals Bond III LLC in connection with the Silver Loan. Each such warrant will entitle the holder to acquire one share of common stock of the Company at an exercise price of C$6.65. Each such warrant is exercisable until August 8, 2027. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act, or Rule 506 of Regulation D, and in reliance on similar exemptions under applicable state laws, for purposes of the issuance of such warrants. Warrant Exercises On October 22, 2025, the Company issued 2,372 shares of common stock in connection with a stockholder’s warrant exercise. On November 14, 2025, the Company issued 7,846 shares of common stock in connection with a stockholder’s warrant exercise. On December 22, 2025, the Company issued 16,572 shares of common stock in connection with a stockholder’s warrant exercise. On December 23, 2025, the Company issued 2,858 shares of common stock in connection with a stockholder’s warrant exercise. On December 30, 2025, the Company issued 2,858 shares of common stock in connection with a stockholder’s warrant exercise. 41 The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act, or Rule 506 of Regulation D, and in reliance on similar exemptions under applicable state laws, for purposes of the issuance of such securities. Compensation Option Exercise On 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. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act, or Rule 506 of Regulation D, and in reliance on similar exemptions under applicable state laws, for purposes of the issuance of such securities. Issuer Purchases of Equity Securities None. ITEM 6. [RESERVED] Not applicable.